CHICAGO, Oct. 31, 2014 /PRNewswire/ -- Telephone and Data Systems, Inc. (NYSE:TDS) reported total operating revenues of $1,280.0 million for the third quarter of 2014, versus $1,181.0 million for the comparable period one year ago. Net loss attributable to TDS shareholders and related diluted loss per share were $116.0 million and $1.07 respectively, for the third quarter of 2014, compared to $9.5 million and $0.09, respectively, in the comparable period one year ago.

In the third quarter of 2014, TDS recorded two significant, discrete, non-cash charges, an $84 million non-cash goodwill impairment charge related to the HMS segment and $30 million of net deferred tax expense related to adjusting valuation allowances on deferred tax assets.

"Our wireless business had a very promising quarter, with strong customer growth and improved loyalty at U.S. Cellular," said LeRoy T. Carlson, Jr., TDS president and CEO. "In the wireline business we had another solid quarter of improved profitability, a result of continued cost reduction activities. We also successfully completed our BendBroadband cable acquisition on September 1, 2014.

"U.S. Cellular's attractive value proposition, combining a high-quality network and competitive devices, plans, and pricing, led to strong growth in both gross and net postpaid customer additions. We also increased total revenues, though higher smartphone subsidies continued to impact margins. We have plans to build upon this momentum with competitive offerings throughout the important holiday months.

"TDS Telecom grew revenues from residential TDS TV and broadband services and from commercial managedIP connections, which helped offset declines in voice and wholesale revenues. We are integrating BendBroadband and are focused on increasing video and broadband penetration in our cable businesses. We continue to focus on increasing the strategic recurring revenues from hosted and managed services at OneNeck IT Solutions."

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 October 31, 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                          TDS(2)
                    -------------                                             -----------                          -----

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

    (Dollars in
     millions)

    Total operating
     revenues                  $3,900-$4,000   Unchanged                                          $1,075-$1,125           $1,050-$1,100            $4,995-$5,145             $4,970-$5,120

    Adjusted income
     before income
     taxes (1)                     $375-$450                       $350-$450                          $275-$300               $260-$290                $645-$745                 $605-$735

    Capital
     expenditures                       $600                             $640                                $210                     $200                      $820                       $850



    (1)              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, nine months
                     ended September 30, 2014 actual
                     results, and year ended
                     December 31, 2013 actual
                     results:


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

                       U.S. Cellular                     TDS Telecom        TDS(2)
                       -------------                     -----------        -----

    (Dollars in
     millions)

    Income (loss)
     before income
     taxes               ($164)-($89)                     ($32)-($7)      ($291)-($191)

    Depreciation,
     amortization and
     accretion                   $620                            $225                $855

    Loss on impairment
     of assets                      ?                                 $84                 $84

    (Gain) loss on
     sale of business
     and other exit
     costs, net                 ($50)                           ($2)              ($27)

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

    Interest expense              $60                               ?               $115

    Adjusted income
     before income
     taxes                  $375-$450                      $275-$300          $645-$745
                            =========                      =========          =========


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

                              Nine months ended September 30,
                                          2014                                         Year ended December 31, 2013
                          --------------------------------                             ----------------------------

                                U.S. Cellular                             TDS                           TDS (2)         U.S. Cellular           TDS            TDS (2)

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

    (Dollars in millions)

    Income (loss)
     before income
     taxes                                   ($24)                              ($24)                          ($119)                 $258              $49                $293

    Depreciation,
     amortization and
     accretion expense                        $465                                $161                             $635                  $804             $203              $1,018

    Loss on impairment
     of assets                                   -                                $84                              $84                     -               -                  -

    (Gain) loss on
     sale of business
     and other exit
     costs, net                              ($28)                               ($2)                            ($9)               ($247)               -             ($301)

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

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

    Interest expense                           $43                                ($1)                             $84                   $44             ($2)                $99
                                               ---                                 ---                              ---                   ---              ---                 ---

    Adjusted income
     before income
     taxes                                    $365                                $219                             $583                  $585             $249                $839
                                              ====                                ====                             ====                  ====             ====                ====



    (2)              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 (third quarter)      421,322      $10.7

    2014 (second quarter)     650,628      $17.3

    2014 (first quarter)      157,891       $3.8

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

    Total                   1,568,692      $41.5
                            =========      =====

Conference Call Information

TDS will hold a conference call on Oct. 31, 2014 at 9:30 a.m. CDT.


    --  Access the live call on the Events & Presentations page of
        investors.tdsinc.com or at 
        http://www.videonewswire.com/event.asp?id=100845.
    --  Access the call by phone at 877-407-8029 (US/Canada), no pass code
        required.

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

About TDS
Telephone and Data Systems, Inc. (TDS), a Fortune 1000(TM) company, provides wireless; cable and wireline broadband, TV and voice; and hosted and managed services to approximately 5.9 million customers nationwide through its business units, U.S. Cellular, TDS Telecom, OneNeck IT Solutions, Baja Broadband and BendBroadband. Founded in 1969 and headquartered in Chicago, TDS employed 10,400 people as of Sept. 30, 2014.

Visit www.tdsinc.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.tdsinc.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              9/30/2014             6/30/2014              3/31/2014                   12/31/2013             9/30/2013
                  ------------------------------              ---------             ---------              ---------                   ----------             ---------

    Retail Customers

                              Postpaid

                              Total at end of period                      4,200,000                        4,148,000                                4,174,000             4,267,000   4,343,000

                              Gross additions                               251,000                          190,000                                  197,000               176,000     165,000

                              Net additions (losses)                         52,000                         (26,000)                                (93,000)             (71,000)   (60,000)

                              ARPU (1)                                       $56.37                           $56.82                                   $57.59                $53.53      $54.64

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

                              Smartphone penetration (3)                      57.9%                           55.3%                                   53.1%                50.8%      47.1%

                              Prepaid

                              Total at end of period                        350,000                          352,000                                  356,000               343,000     370,000

                              Gross additions                                64,000                           65,000                                   85,000                63,000      65,000

                              Net additions (losses)                        (2,000)                         (4,000)                                  13,000              (26,000)   (11,000)

                              ARPU (1)                                       $34.40                           $34.02                                   $32.22                $31.66      $28.72

                              Churn rate (2)                                   6.3%                            6.5%                                    6.9%                 8.3%       6.8%

    Total customers at end of period                                    4,674,000                        4,653,000                                4,684,000             4,774,000   4,875,000

    Billed ARPU (1)                                                        $53.24                           $53.36                                   $53.93                $50.25      $50.92

    Service revenue ARPU (1)                                               $60.92                           $60.32                                   $60.19                $57.05      $58.36

    Smartphones sold as a percent of total                                  73.3%                           72.6%                                   73.0%                79.6%      65.2%

      devices sold

    Total population

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

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

    Market penetration at end of period

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

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

    Capital expenditures (000s)                                          $142,452                         $143,927                                  $89,581              $208,135    $242,459

    Total cell sites in service                                             6,209                            6,183                                    6,165                 6,975       7,687

    Owned towers                                                            4,487                            4,457                                    4,448                 4,448       4,422



    *              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 November 1, 2013 for pro forma
                   financial information related to the
                   Divestiture Transaction and the NY1 and
                   NY2 Deconsolidation for the three and
                   nine months ended September 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              9/30/2014             6/30/2014             3/31/2014                   12/31/2013             9/30/2013
                  ------------------------------              ---------             ---------             ---------                   ----------             ---------

    Retail Customers

                              Postpaid

                              Total at end of period                      4,200,000                       4,148,000                                4,174,000             4,267,000   4,343,000

                              Gross additions                               251,000                         190,000                                  197,000               176,000     165,000

                              Net additions (losses)                         52,000                        (26,000)                                (93,000)             (71,000)   (60,000)

                              ARPU (1)                                       $56.37                          $56.82                                   $57.59                $53.53      $54.64

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

                              Smartphone penetration (3)                      57.9%                          55.3%                                   53.1%                50.8%      47.1%

                              Prepaid

                              Total at end of period                        350,000                         352,000                                  356,000               343,000     370,000

                              Gross additions                                64,000                          65,000                                   85,000                63,000      65,000

                              Net additions (losses)                        (2,000)                        (4,000)                                  13,000              (26,000)   (11,000)

                              ARPU (1)                                       $34.40                          $34.02                                   $32.22                $31.66      $28.72

                              Churn rate (2)                                   6.3%                           6.5%                                    6.9%                 8.3%       6.8%

    Total customers at end of period                                    4,674,000                       4,653,000                                4,684,000             4,774,000   4,875,000

    Billed ARPU (1)                                                        $53.24                          $53.36                                   $53.93                $50.25      $50.92

    Service revenue ARPU (1)                                               $60.92                          $60.32                                   $60.19                $57.05      $58.36

    Smartphones sold as a percent of total                                  73.3%                          72.6%                                   73.0%                79.6%      65.2%

      devices sold

    Total population

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

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

    Market penetration at end of period

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

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

    Capital expenditures (000s)                                          $142,452                        $143,927                                  $89,581              $211,247    $239,332

    Total cell sites in service                                             6,209                           6,183                                    6,165                 6,161       6,127

    Owned towers                                                            3,922                           3,892                                    3,883                 3,883       3,857



    *                 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 November 1, 2013 for pro
                      forma financial information related
                      to the Divestiture Transaction and
                      the NY1 and NY2 Deconsolidation for
                      the three and nine months ended
                      September 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                                                  9/30/2014           6/30/2014                           3/31/2014     12/31/2013           9/30/2013
                                                                   ---------           ---------                           ---------     ----------           ---------

    TDS Telecom

    Wireline
    --------

                  Residential
                  connections

                                 Voice (1)                                      340,300                                          346,100                 348,700                352,100         358,100

                                 Broadband (2)                                  231,600                                          232,700                 229,000                227,000         229,500

                                 IPTV (3)                                        20,700                                           18,200                  15,900                 13,800          12,200
                                                                                 ------                                           ------                  ------                 ------          ------

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


                  Total
                  residential
                  revenue per
                  connection (4)                                         $41.47                         $41.05                                    $40.79                 $40.93          $41.12


                  Commercial
                  connections

                                 Voice (1)                                      199,300                                          206,200                 212,200                218,400         223,800

                                 Broadband (2)                                   25,300                                           26,000                  26,600                 27,100          27,600

                                 managedIP (5)                                  137,700                                          133,300                 131,000                127,600         121,000
                                                                                -------                                          -------                 -------                -------         -------

                                    Wireline commercial connections             362,300                                          365,500                 369,800                373,100         372,400
                                                                                =======                                          =======                 =======                =======         =======


                  Total Wireline
                  connections                                           954,900                        962,500                                   963,400                966,000         972,200
                                                                        =======                        =======                                   =======                =======         =======


    Cable
    -----

                  Cable
                  Connections

                                 Video (6)                                      109,100                                           69,700                  68,700                 69,100          70,200

                                 Broadband (7)                                  106,400                                           63,200                  63,000                 61,000          59,800

                                 Voice (7)                                       41,800                                           17,800                  17,700                 17,200          16,800
                                                                                 ------                                           ------                  ------                 ------          ------

                                    Cable connections                           257,300                                          150,700                 149,400                147,300         146,800
                                                                                =======                                          =======                 =======                =======         =======


                  Total
                  residential
                  revenue per
                  connection (4)                                         $56.14                         $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 9/30/2014         6/30/2014                          3/31/2014         12/31/2013         9/30/2013
                  ---------         ---------                          ---------         ----------         ---------

    Wireline                $34,200                 $27,400                      $22,900            $46,000           $32,800

    Cable                   7,600                   7,200                        6,200              7,000             1,400

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

                            $51,600                 $45,200                      $31,900            $62,200           $36,600
                            =======                 =======                      =======            =======           =======


                                                                                     Telephone and Data Systems, Inc.

                                                                             Consolidated Statement of Operations Highlights

                                                                                     Three Months Ended September 30,

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

                                                                                                                                                                                                  Change
                                                                                                                                                                                                  ------

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

    Operating revenues

                                             U.S. Cellular                                      $1,000,419                                $939,236                         $61,183                       7%

                                             TDS Telecom                                           273,157                                 234,543                          38,614                      16%

                                             All Other (1)                                           6,447                                   7,201                           (754)                   (10%)


                                                                                                                1,280,023                              1,180,980                          99,043                    8%
                                                                                                                ---------                              ---------                          ------

    Operating expenses

                                             U.S. Cellular

                                             Expenses
                                              excluding
                                              depreciation,
                                              amortization
                                              and accretion                                        905,157                                 781,291                         123,866                      16%

                                              Depreciation,
                                              amortization
                                              and accretion                                        148,952                                 200,985                        (52,033)                   (26%)

                                              (Gain) loss on
                                              asset
                                              disposals, net                                         7,947                                   1,701                           6,246                    >100%

                                             (Gain) loss on
                                              sale of
                                              business and
                                              other exit
                                              costs, net                                          (10,283)                                (1,534)                        (8,749)                   >100%
                                                                                                   -------                                  ------                          ------

                                                                                                                1,051,773                                982,443                          69,330                    7%
                                                                                                                ---------                                -------                          ------

                                             TDS Telecom

                                             Expenses
                                              excluding
                                              depreciation,
                                              amortization
                                              and accretion                                        199,132                                 170,650                          28,482                      17%

                                              Depreciation,
                                              amortization
                                              and accretion                                         54,255                                  51,305                           2,950                       6%

                                              Loss on
                                              impairment of
                                              assets                                                84,000                                                   -                         84,000                   N/M

                                              (Gain) loss on
                                              asset
                                              disposals, net                                         1,367                                     436                             931                    >100%

                                             (Gain) loss on
                                              sale of
                                              business and
                                              other exit
                                              costs, net                                           (2,201)                                                  -                        (2,201)                  N/M
                                                                                                    ------                                                 ---                         ------

                                                                                                                  336,553                                222,391                         114,162                   51%
                                                                                                                  -------                                -------                         -------

                                             All Other (1)(2)

                                             Expenses
                                              excluding
                                              depreciation
                                              and
                                              amortization                                           7,117                                   6,208                             909                      15%

                                              Depreciation
                                              and
                                              amortization                                           2,322                                   3,005                           (683)                   (23%)

                                              (Gain) loss on
                                              asset
                                              disposals, net                                          (21)                                     18                            (39)                 >(100%)

                                             (Gain) loss on
                                              sale of
                                              business and
                                              other exit
                                              costs, net                                             7,694                                                   -                          7,694                   N/M
                                                                                                     -----                                                 ---                          -----

                                                                                                                   17,112                                  9,231                           7,881                   85%
                                                                                                                   ------                                  -----                           -----


                                                                 Total operating expenses                       1,405,438                              1,214,065                         191,373                   16%
                                                                                                                ---------                              ---------                         -------

    Operating income (loss)

                                             U.S. Cellular                                        (51,354)                               (43,207)                        (8,147)                   (19%)

                                             TDS Telecom                                          (63,396)                                 12,152                        (75,548)                 >(100%)

                                             All Other  (1)(2)                                    (10,665)                                (2,030)                        (8,635)                 >(100%)


                                                                                                                (125,415)                              (33,085)                       (92,330)                >100%
                                                                                                                 --------                                -------                         -------

    Investment and other income (expense)

                                              Equity in earnings
                                              of unconsolidated
                                              entities                                              36,081                                  37,609                         (1,528)                    (4%)

                                              Interest and
                                              dividend income                                        4,526                                   2,507                           2,019                      81%

                                             Interest expense                                     (27,170)                               (24,961)                        (2,209)                    (9%)

                                             Other, net                                                 69                                     145                            (76)                   (52%)


                                              Total
                                              investment and
                                              other income                                          13,506                                  15,300                         (1,794)                   (12%)
                                                                                                    ------                                  ------                          ------

    Income (loss) before income taxes                                                                       (111,909)                              (17,785)                       (94,124)                >100%

                                              Income tax expense
                                              (benefit)                                              9,290                                 (6,731)                         16,021                  >(100%)


    Net income (loss)                                                                                       (121,199)                              (11,054)                      (110,145)                >100%

                                             Less: Net income
                                              (loss)
                                              attributable to
                                              noncontrolling
                                              interests, net of
                                              tax                                                  (5,169)                                (1,542)                        (3,627)                   >100%


    Net income (loss) attributable to TDS shareholders                                                      (116,030)                               (9,512)                      (106,518)                >100%

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


    Net income (loss) available to common
     shareholders                                                                                           $(116,042)                              $(9,524)                     $(106,518)                >100%
                                                                                                             =========                                =======                       =========


    Basic weighted average shares outstanding                                                                 108,252                                108,571                           (319)                    -

    Basic earnings (loss) per share attributable
     to TDS shareholders                                                                                       $(1.07)                               $(0.09)                        $(0.98)                >100%


    Diluted weighted average shares outstanding                                                               108,252                                108,571                           (319)                    -

    Diluted earnings (loss) per share
     attributable to TDS shareholders                                                                          $(1.07)                               $(0.09)                        $(0.98)                >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 $7.7
                     million related to exit and
                     disposal activities in 2014.


    N/M - Percentage change not meaningful


                                                                                     Telephone and Data Systems, Inc.

                                                                             Consolidated Statement of Operations Highlights

                                                                                     Nine Months Ended September 30,

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

                                                                                                                                                                                                      Change
                                                                                                                                                                                                      ------

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

    Operating revenues

                                             U.S. Cellular                                      $2,884,003                               $3,016,112                      $(132,109)                       (4%)

                                             TDS Telecom                                           806,423                                  675,064                         131,359                         19%

                                             All Other (1)                                          21,951                                   26,543                         (4,592)                      (17%)


                                                                                                                3,712,377                              3,717,719                          (5,342)                                   -
                                                                                                                ---------                              ---------                           ------

    Operating expenses

                                             U.S. Cellular

                                             Expenses
                                              excluding
                                              depreciation,
                                              amortization
                                              and accretion                                      2,615,163                                2,472,825                         142,338                          6%

                                              Depreciation,
                                              amortization
                                              and accretion                                        465,042                                  593,410                       (128,368)                      (22%)

                                              (Gain) loss on
                                              asset
                                              disposals, net                                        16,774                                   16,153                             621                          4%

                                             (Gain) loss on
                                              sale of
                                              business and
                                              other exit
                                              costs, net                                          (27,694)                               (243,627)                        215,933                         89%

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

                                                                                                                2,977,839                              2,838,761                          139,078                                   5%
                                                                                                                ---------                              ---------                          -------

                                             TDS Telecom

                                             Expenses
                                              excluding
                                              depreciation,
                                              amortization
                                              and accretion                                        586,862                                  493,090                          93,772                         19%

                                              Depreciation,
                                              amortization
                                              and accretion                                        161,205                                  149,552                          11,653                          8%

                                              Loss on
                                              impairment of
                                              assets                                                84,000                                                   -                          84,000                                  N/M

                                              (Gain) loss on
                                              asset
                                              disposals, net                                         2,694                                     (53)                          2,747                 >(100%)

                                             (Gain) loss on
                                              sale of
                                              business and
                                              other exit
                                              costs, net                                           (2,201)                                                  -                         (2,201)                                 N/M
                                                                                                    ------                                                 ---                          ------

                                                                                                                  832,560                                642,589                          189,971                                  30%
                                                                                                                  -------                                -------                          -------

                                             All Other (1)(2)

                                             Expenses
                                              excluding
                                              depreciation
                                              and
                                              amortization                                          26,056                                   25,480                             576                          2%

                                              Depreciation
                                              and
                                              amortization                                           8,768                                    8,613                             155                          2%

                                              (Gain) loss on
                                              asset
                                              disposals, net                                           158                                     (10)                            168                 >(100%)

                                             (Gain) loss on
                                              sale of
                                              business and
                                              other exit
                                              costs, net                                            20,816                                 (54,010)                         74,826                 >(100%)
                                                                                                    ------                                  -------                          ------

                                                                                                                   55,798                               (19,927)                          75,725                 >(100%)
                                                                                                                   ------                                -------                           ------


                                                                 Total operating expenses                       3,866,197                              3,461,423                          404,774                                  12%
                                                                                                                ---------                              ---------                          -------

    Operating income (loss)

                                             U.S. Cellular                                        (93,836)                                 177,351                       (271,187)                >(100%)

                                             TDS Telecom                                          (26,137)                                  32,475                        (58,612)                >(100%)

                                             All Other  (1)(2)                                    (33,847)                                  46,470                        (80,317)                >(100%)


                                                                                                                (153,820)                               256,296                        (410,116)                >(100%)
                                                                                                                 --------                                -------                         --------

    Investment and other income (expense)

                                              Equity in earnings
                                              of unconsolidated
                                              entities                                             108,198                                  100,303                           7,895                          8%

                                              Interest and
                                              dividend income                                        9,763                                    6,685                           3,078                         46%

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

                                             Interest expense                                     (83,775)                                (73,208)                       (10,567)                      (14%)

                                             Other, net                                                279                                    (206)                            485                     >(100%)


                                              Total
                                              investment and
                                              other income                                          34,465                                   48,092                        (13,627)                      (28%)
                                                                                                    ------                                   ------                         -------

    Income (loss) before income taxes                                                                       (119,355)                               304,388                        (423,743)                             >(100%)

                                              Income tax expense
                                              (benefit)                                              7,276                                  130,056                       (122,780)                      (94%)


    Net income (loss)                                                                                       (126,631)                               174,332                        (300,963)                             >(100%)

                                             Less: Net income
                                              (loss)
                                              attributable to
                                              noncontrolling
                                              interests, net of
                                              tax                                                  (6,817)                                  26,348                        (33,165)                >(100%)


    Net income (loss) attributable to TDS shareholders                                                      (119,814)                               147,984                        (267,798)                >(100%)

                                              TDS Preferred
                                              dividend
                                              requirement                                             (37)                                    (37)                                          -                                   -


    Net income (loss) available to common
     shareholders                                                                                           $(119,851)                              $147,947                       $(267,798)                             >(100%)
                                                                                                             =========                               ========                        =========


    Basic weighted average shares outstanding                                                                 108,650                                108,405                              245                                    -

    Basic earnings (loss) per share attributable
     to TDS shareholders                                                                                       $(1.10)                                 $1.36                          $(2.46)                >(100%)


    Diluted weighted average shares outstanding                                                               108,650                                108,993                            (343)                                   -

    Diluted earnings (loss) per share
     attributable to TDS shareholders                                                                          $(1.10)                                 $1.35                          $(2.45)                             >(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 $20.8
                     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



                                                                             September 30,              December 31,

                                                                                      2014                       2013
                                                                                      ----                       ----

    Current assets

                                       Cash and cash equivalents                               $573,067                   $830,014

                                       Short-term investments                                    40,014                     50,104

                                        Accounts receivable from customers
                                        and others                                              652,487                    731,114

                                       Inventory, net                                           193,694                    244,560

                                       Net deferred income tax asset                            100,951                    106,077

                                       Prepaid expenses                                          89,243                     87,920

                                       Income taxes receivable                                   10,522                      2,397

                                       Other current assets                                      31,884                     35,151


                                                                                            1,691,862                  2,087,337


    Assets held for sale                                                                      68,288                     16,027


    Investments

                                       Licenses                                               1,400,808                  1,423,779

                                       Goodwill                                                 783,280                    836,843

                                       Franchise rights                                         238,950                    123,668

                                       Other intangible assets, net                              70,075                     71,454

                                        Investments in unconsolidated
                                        entities                                                335,448                    301,772

                                       Other investments                                            543                        641


                                                                                            2,829,104                  2,758,157


    Property, plant and equipment, net

                                       U.S. Cellular                                          2,746,449                  2,856,520

                                       TDS Telecom                                            1,064,677                    984,634

                                       Other                                                     25,342                     36,990


                                                                                            3,836,468                  3,878,144


    Other assets and deferred charges                                                        214,826                    164,482
                                                                                             -------                    -------


    Total assets                                                                           $8,640,548                 $8,904,147
                                                                                           ==========                 ==========




                                                                        Telephone and Data Systems, Inc.

                                                                      Consolidated Balance Sheet Highlights

                                                                        (Unaudited, dollars in thousands)


                                                                             LIABILITIES AND EQUITY



                                                                                    September 30,                         December 31,

                                                                                             2014                                  2013
                                                                                             ----                                  ----

    Current liabilities

                           Current portion
                           of long-term
                           debt                                                              $862                                           $1,646

                          Accounts payable                                                469,193                                          496,069

                           Customer deposits
                           and deferred
                           revenues                                                       330,789                                          289,445

                          Accrued interest                                                 15,750                                            6,673

                          Accrued taxes                                                    87,474                                           70,518

                           Accrued
                           compensation                                                   100,297                                          115,031

                           Other current
                           liabilities                                                    153,142                                          212,374
                                                                                          -------                                          -------

                                                                                                                1,157,507                              1,191,756


    Deferred liabilities and credits

                           Net deferred
                           income tax
                           liability                                                      823,172                                          862,975

                           Other deferred
                           liabilities and
                           credits                                                        455,360                                          458,709


    Long-term debt                                                                                          1,718,701                              1,720,074


    Noncontrolling interests with redemption features                                                           1,007                                    536


    Equity

                           TDS shareholders'
                           equity

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

                           Capital in excess
                           of par value                                                 2,329,674                                        2,308,807

                           Treasury shares,
                           at cost                                                      (746,660)                                       (721,354)

                           Accumulated other
                           comprehensive
                           loss                                                           (1,307)                                           (569)

                          Retained earnings                                             2,366,237                                        2,529,626
                                                                                        ---------                                        ---------

                                                  Total TDS shareholders' equity                                3,949,271                              4,117,837


                          Preferred shares                                                    824                                              824

                           Noncontrolling
                           interests                                                      534,706                                          551,436



                          Total equity                                                  4,484,801                                        4,670,097


    Total liabilities and equity                                                                            $8,640,548                             $8,904,147
                                                                                                            ==========                             ==========




                                                                                               Balance Sheet Highlights

                                                                                                  September 30, 2014

                                                                                          (Unaudited, dollars in thousands)



                                            U.S.                   TDS            TDS Corporate                      Intercompany                     TDS

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

    Cash and cash
     equivalents                                      $273,798                                $75,226                                 $224,043                       $              ?                $573,067

    Affiliated cash investments                             ?                               518,587                                        ?                             (518,587)                       ?

    Short-term investments                             40,014                                      ?                                       ?                                     ?                  40,014
                                                       ------                                    ---                                     ---                                   ---                  ------

                                           $313,812                      $593,813                                          $224,043                           $(518,587)                $613,081
                                           ========                      ========                                          ========                            =========                 ========


    Licenses, goodwill and
     other intangible
     assets                                         $1,778,196                               $861,352                               $(146,435)                      $              ?              $2,493,113

    Investment in unconsolidated
     entities                                         296,900                                  3,803                                   41,936                                (7,191)                 335,448

    Long-term and other investments                         ?                                   543                                        ?                                     ?                     543
                                                          ---                                   ---                                      ---                                   ---                     ---

                                                      $2,075,096                               $865,698                               $(104,499)                              $(7,191)              $2,829,104
                                                      ==========                               ========                                =========                                =======               ==========



    Property, plant and
     equipment, net                                 $2,746,449                             $1,064,677                                  $25,597                                 $(255)              $3,836,468
                                                    ==========                             ==========                                  =======                                  =====               ==========


    Long-term debt:

                                  Current
                                  portion                    $46                                    $57                                     $759                       $              ?                    $862

                                  Non-
                                  current
                                  portion                876,756                                  1,433                                  840,512                                      ?               1,718,701


                                                        $876,802                                 $1,490                                 $841,271                       $              ?              $1,719,563
                                                        ========                                 ======                                 ========                     ===            ===              ==========




                                       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 September 30,
     2014 and December 31, 2013.


                                                              September 30,               December 31,

                                                                       2014                        2013
                                                                       ----                        ----


    Cash and cash
     equivalents                                                               $573,067                 $830,014


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

                                  U.S. Treasury Notes                              40,014                   50,104


    Total cash and cash
     equivalents and
     investments                                                               $613,081                 $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

                                                          Nine Months Ended September 30,

                                                         (Unaudited, dollars in thousands)

                                                                                                                   2014              2013
                                                                                                                   ----              ----

    Cash flows from operating activities

                                            Net income (loss)                                              $(126,631)                      $174,332

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

                                              from operating
                                               activities

                                                                      Depreciation, amortization and
                                                                      accretion                                              635,015                        751,575

                                                                     Bad debts expense                                        79,218                         56,693

                                                                     Stock-based compensation expense                         25,715                         21,867

                                                                     Deferred income taxes, net                             (33,242)                      (30,748)

                                                                      Equity in earnings of unconsolidated
                                                                      entities                                             (108,198)                     (100,303)

                                                                      Distributions from unconsolidated
                                                                      entities                                                74,864                         51,879

                                                                     Loss on impairment of assets                             84,000                              -

                                                                     (Gain) loss on asset disposals, net                      19,626                         16,090

                                                                      (Gain) loss on sale of business and
                                                                      other exit costs, net                                  (9,079)                     (297,637)

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

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

                                                                     Noncash interest expense                                  1,584                          1,498

                                                                     Other operating activities                                   13                            575

                                             Changes in assets and
                                             liabilities from
                                             operations

                                                                     Accounts receivable                                     (7,879)                     (216,700)

                                                                     Inventory                                                52,078                         11,114

                                                                     Accounts payable                                         11,034                         33,312

                                                                      Customer deposits and deferred
                                                                      revenues                                                37,834                         21,883

                                                                     Accrued taxes                                            14,307                         41,838

                                                                     Accrued interest                                          9,105                          9,451

                                                                     Other assets and liabilities                          (171,707)                      (94,301)
                                                                                                                            --------                        -------

                                                                                                                             496,211                        437,900
                                                                                                                             -------                        -------


    Cash flows from investing activities

                                             Cash used for additions
                                             to property, plant and
                                             equipment                                                      (553,718)                     (631,370)

                                             Cash paid for
                                             acquisitions and
                                             licenses                                                       (284,089)                     (280,383)

                                             Cash received from
                                             divestitures                                                     151,369                        484,300

                                             Cash received for
                                             investments                                                       10,000                         80,000

                                             Other investing
                                             activities                                                         5,598                         13,860


                                                                                                                           (670,840)                     (333,593)
                                                                                                                            --------                       --------


    Cash flows from financing activities

                                             Repayment of long-term
                                             debt                                                               (819)                       (1,196)

                                             TDS Common Shares
                                             reissued for benefit
                                             plans, net of tax
                                             payments                                                             486                          7,537

                                             U.S. Cellular Common
                                             Shares reissued for
                                             benefit plans, net of
                                             tax payments                                                       1,150                          2,840

                                             Repurchase of TDS Common
                                             Shares                                                          (31,293)                       (5,813)

                                             Repurchase of U.S.
                                             Cellular Common Shares                                             (14,698)                      (18,544)

                                             Dividends paid to TDS
                                             shareholders                                                    (43,575)                      (41,430)

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

                                             Distributions to
                                             noncontrolling interests                                                (439)                       (3,447)

                                             Other financing
                                             activities                                                         6,870                          1,589


                                                                                                                            (82,318)                     (133,699)
                                                                                                                             -------                       --------


    Net decrease in cash and cash equivalents                                                                         (256,947)                      (29,392)

    Cash and cash equivalents

                                            Beginning of period                                               830,014                        740,481


                                            End of period                                                    $573,067                       $711,089




                                                                           TDS Telecom Highlights

                                                                      Three Months Ended September 30,

                                                                     (Unaudited, dollars in thousands)


                                                                                                                       Change
                                                                                                                       ------

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

    Wireline

    Operating revenues

                              Residential       $73,901                                $74,257                              $(356)                       -

                              Commercial         57,179                                 57,075                                 104                        -

                              Wholesale          46,570                                 49,755                             (3,185)                    (6%)


                               Total
                               service
                               revenues         177,650                                181,087                             (3,437)                    (2%)

                               Equipment
                               sales                425                                    713                               (288)                   (40%)


                                                             178,075                                           181,800                   (3,725)                     (2%)
                                                             -------                                           -------                    ------

    Operating expenses

                               Cost of
                               services          64,072                                 67,308                             (3,236)                    (5%)

                               Cost of
                               equipment
                               sold                 829                                    941                               (112)                   (12%)

                               Selling,
                               general and
                               administrative
                               expenses          46,627                                 53,254                             (6,627)                   (12%)

                               Depreciation,
                               amortization
                               and accretion     41,358                                 42,136                               (778)                    (2%)

                               (Gain) loss on
                               asset
                               disposals,
                               net                  743                                    426                                 317                      74%

                              (Gain) loss on
                               sale of
                               business and
                               other exit
                               costs, net       (2,201)                                     -                            (2,201)                     N/M


                                                             151,428                                           164,065                  (12,637)                     (8%)
                                                             -------                                           -------                   -------


                               Operating
                               income           $26,647                                $17,735                              $8,912                      50%
                              ----------


    Cable

    Operating revenues

                              Residential       $22,921                                $11,642                             $11,279                      97%

                              Commercial          5,598                                  2,720                               2,878                    >100%


                                                 28,519                                 14,362                              14,157                      99%

    Operating expenses

                               Cost of
                               services          12,651                                  6,727                               5,924                      88%

                               Selling,
                               general and
                               administrative
                               expenses           9,948                                  5,184                               4,764                      92%

                               Depreciation,
                               amortization
                               and accretion      6,171                                  2,914                               3,257                    >100%

                               (Gain) loss on
                               asset
                               disposals,
                               net                  626                                      -                                626                      N/M


                                                              29,396                                            14,825                    14,571                       98%
                                                              ------                                            ------                    ------


                               Operating
                               income (loss)     $(877)                                $(463)                             $(414)                   (89%)
                              ------------


    HMS

    Operating revenues

                               Service
                               revenues         $27,806                                $23,200                              $4,606                      20%

                               Equipment
                               sales             39,737                                 15,527                              24,210                    >100%


                                                              67,543                                            38,727                    28,816                       74%
                                                              ------                                            ------                    ------

    Operating expenses

                               Cost of
                               services          19,442                                 14,369                               5,073                      35%

                               Cost of
                               equipment
                               sold              33,819                                 13,149                              20,670                    >100%

                               Selling,
                               general and
                               administrative
                               expenses          12,724                                 10,064                               2,660                      26%

                               Depreciation,
                               amortization
                               and accretion      6,726                                  6,255                                 471                       8%

                               Loss on
                               impairment of
                               assets            84,000                                      -                             84,000                      N/M

                               (Gain) loss on
                               asset
                               disposals,
                               net                  (2)                                    10                                (12)                 >(100)%


                                                             156,709                                            43,847                   112,862                     >100%
                                                             -------                                            ------                   -------


                               Operating
                               income (loss)  $(89,166)                              $(5,120)                          $(84,046)                 >(100)%
                              ------------


    Intercompany revenues                                  $(980)                                           $(346)                   $(634)                  >(100)%

    Intercompany expenses                                  (980)                                            (346)                    (634)                  >(100)%
                                                            ----                                              ----                      ----


    Total TDS Telecom operating
     income (loss)                                      $(63,396)                                          $12,152                 $(75,548)                  >(100)%
                                                         ========                                           =======                  ========




                                                                            TDS Telecom Highlights

                                                                       Nine Months Ended September 30,

                                                                      (Unaudited, dollars in thousands)


                                                                                                                        Change
                                                                                                                        ------

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

    Wireline

    Operating revenues

                              Residential       $219,766                                $220,172                             $(406)                       -

                              Commercial         172,631                                 171,328                              1,303                       1%

                              Wholesale          142,483                                 151,693                            (9,210)                    (6%)


                               Total
                               service
                               revenues          534,880                                 543,193                            (8,313)                    (2%)

                               Equipment
                               sales               1,409                                   2,375                              (966)                   (41%)


                                                              536,289                                           545,568                   (9,279)                     (2%)
                                                              -------                                           -------                    ------

    Operating expenses

                               Cost of
                               services          192,777                                 199,476                            (6,699)                    (3%)

                               Cost of
                               equipment
                               sold                1,793                                   3,045                            (1,252)                   (41%)

                               Selling,
                               general and
                               administrative
                               expenses          140,855                                 167,326                           (26,471)                   (16%)

                               Depreciation,
                               amortization
                               and accretion     125,921                                 129,352                            (3,431)                    (3%)

                               (Gain) loss on
                               asset
                               disposals,
                               net                 1,502                                   (176)                             1,678                    >100%

                              (Gain) loss on
                               sale of
                               business and
                               other exit
                               costs, net        (2,201)                                      -                           (2,201)                     N/M


                                                              460,647                                           499,023                  (38,376)                     (8%)
                                                              -------                                           -------                   -------


                               Operating
                               income            $75,642                                 $46,545                            $29,097                      63%
                              ----------


    Cable

    Operating revenues

                              Residential        $59,396                                 $11,642                            $47,754                    >100%

                              Commercial          14,110                                   2,720                             11,390                    >100%


                                                  73,506                                  14,362                             59,144                    >100%

    Operating expenses

                               Cost of
                               services           35,000                                   6,727                             28,273                    >100%

                               Selling,
                               general and
                               administrative
                               expenses           22,611                                   5,184                             17,427                    >100%

                               Depreciation,
                               amortization
                               and accretion      15,089                                   2,914                             12,175                    >100%

                               (Gain) loss on
                               asset
                               disposals,
                               net                 1,116                                       -                             1,116                      N/M


                                                               73,816                                            14,825                    58,991                     >100%
                                                               ------                                            ------                    ------


                               Operating
                               income (loss)      $(310)                                 $(463)                              $153                      33%
                              ------------


    HMS

    Operating revenues

                               Service
                               revenues          $82,757                                 $68,405                            $14,352                      21%

                               Equipment
                               sales             115,830                                  47,260                             68,570                    >100%


                                                              198,587                                           115,665                    82,922                       72%
                                                              -------                                           -------                    ------

    Operating expenses

                               Cost of
                               services           57,689                                  43,042                             14,647                      34%

                               Cost of
                               equipment
                               sold               98,161                                  39,475                             58,686                    >100%

                               Selling,
                               general and
                               administrative
                               expenses           39,935                                  29,346                             10,589                      36%

                               Depreciation,
                               amortization
                               and accretion      20,195                                  17,286                              2,909                      17%

                               Loss on
                               impairment of
                               assets             84,000                                       -                            84,000                      N/M

                               (Gain) loss on
                               asset
                               disposals,
                               net                    76                                     123                               (47)                   (38%)


                                                              300,056                                           129,272                   170,784                     >100%
                                                              -------                                           -------                   -------


                               Operating
                               income (loss)  $(101,469)                              $(13,607)                         $(87,862)                 >(100)%
                              ------------


    Intercompany revenues                                 $(1,959)                                           $(531)                 $(1,428)                  >(100)%

    Intercompany expenses                                 (1,959)                                            (531)                  (1,428)                  >(100)%
                                                           ------                                              ----                    ------


    Total TDS Telecom operating
     income (loss)                                       $(26,137)                                          $32,475                 $(58,612)                  >(100)%
                                                          ========                                           =======                  ========


                                                                    Telephone and Data Systems, Inc.

                                                                 Financial Measures and Reconciliations

                                                                   (Unaudited, dollars in thousands)


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


                                 Three Months Ended                         Nine Months Ended

                                    September 30,                             September 30,
                                    -------------                             -------------

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


      Cash flows from
      operating
      activities                                                $180,569                                  $(83,592)       $496,211      $437,900

      Add: Sprint Cost
      Reimbursement                                               17,896                                      1,131          52,012         1,131

      Less: Cash used
      for additions to
      property,                                                  213,811                                    247,089         553,718       631,370

        plant and
         equipment


     Adjusted free cash flow (1)                               $(15,346)                                $(329,550)       $(5,495)   $(192,339)
                                                                ========                                  =========         =======     =========



    (1)              Adjusted free cash flow is defined as Cash
                     flows from operating activities (which
                     includes cash outflows related to the
                     Sprint decommissioning), 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.

SOURCE Telephone and Data Systems, Inc.