10-Q 1 tdsform10q.htm 10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[x] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2016
|  |  |  |  |  |  |  | OR |  |  |  |  |  |  |  |
[ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 001-14157

TELEPHONE AND DATA SYSTEMS, INC.
(Exact name of Registrant as specified in its charter)
Delaware |  |  | 36-2669023
(State or other jurisdiction of incorporation or organization) |  |  | (IRS Employer Identification No.)
30 North LaSalle Street, Suite 4000, Chicago, Illinois 60602
(Address of principal executive offices) (Zip code)
Registrant’s telephone number, including area code: (312) 630-1900
| Yes | No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. | [x] | [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). | [x] | [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the E xchange Act.
Large accelerated filer | [x] | Accelerated filer | [ ] | Non-accelerated filer | [ ] | Smaller reporting company | [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). | [ ] | [x]
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
Class |  |  | Outstanding at September 30, 2016
Common Shares, $0.01 par value |  |  | 102,720,328 Shares
Series A Common Shares, $0.01 par value |  |  | 7,222,450 Shares

Telephone and Data Systems, Inc.
Quarterly Report on Form 10-Q
For the Quarterly Period Ended September 30, 2016
Index | Page No.
Management Discussion and Analysis of Financial Condition and Results of Operations | 1
Executive Overview | 1
Terms used by TDS | 3
Results of Operations – TDS Consolidated | 4
U.S. Cellular Operations | 7
TDS Telecom Operations | 14
Wireline Operations | 16
Cable Operations | 19
HMS Operations | 22
Liquidity and Capital Resources | 24
Consolidated Cash Flow A nalysis | 28
Consolidated B alance Sheet Analysis | 29
Supplemental Information Relating to Non-GAAP Financial Measures | 30
Application of Critical Accounting Policies and Estimates | 35
Recen t Accounting Pronouncements | 35
Regulatory Matters | 36
Private Securit ies Litigation Reform Act of 199 5 Safe Harbor Cautionary Statement | 37
Risk Factors | 39
Quantitative and Qualitative Disclosures About Market Risk | 39
Financial Statements (Unaudited) | 40
Consolidated Statement of Operations | 40
Consolidated Statement of Comprehensive Income | 41
Consolidated Statement of Cash Flows | 42
Consolidated Balance Sheet | 43
Consolidated Statement of Changes in Equity | 45
Notes to Consolidated Financial Statements | 47
Controls and Procedures | 62
Legal Proceedings | 62
Unregistered Sales of Equity Securities and Use of Proceeds | 62
Other Information | 63
Exhibits | 64
Form 10-Q Cross Reference Index | 65
Signatures | 66

Table of Contents

| Telephone and Data Systems, Inc. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Executive Overview

The following discussion and analysis should be read in conjunction with Telephone and Data Systems, Inc.’s (“TDS”) interim consolidated financial statements an d notes included herein, and with the description of TDS’ business, its audited consolidated fin ancial statements and Management's Discussion and Analysis (“MD&A”) of Financial Condition and Results of Operations included in TDS’ Annual Report on Form 10-K (“Form 10-K”) for the year ended December 31, 2015. Analysis of TDS’ financial results compares the three and nine months ended September 30, 2016 to the three and nine months ended September 30, 2015. Calculated amounts and percentages are based on the underlying actual numbers rather than the numbers rounded to millions as presented.

This report contains statements that are not based on his torical facts, including the words “believes,” “anticipates,” “intends,” “expects” and similar words. These statements constitute and represent “forward looking statements” as this term is defined in the Private Securities Litigation Reform Act of 1995. Such forward looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, events or developments to be significantly different from any future results, events or developments expressed or implied by suc h forward looking statements. See Private Securities Litigation Reform Act of 1995 Safe Harbor Cautionary Statement for additional information.

TDS uses certain “non-GAAP financial measures” throughout the MD&A. A discussion of the reason TDS determines these metrics to be useful and a reconciliation of these measures to their most directly comparable measures determined in accordance with accounting principles generally accepted in the Unit ed States of America (“GAAP”) are included in the Supplemental Information Relating to Non-GAAP Financial Measures section w ithin the MD&A of this Form 10-Q Report.

Table of Contents

General TDS is a diversified telecommunications company that provides high-quality communications services to approximately 6 million customers nationwide. TDS provides wireless services through its 83%-owned subsidiary, United States Cellular Corporation (“U.S. Cellular”). TDS also provides wireline services, cable services and hosted and managed servic es (“HMS”), through its wholly-owned subsidiary, TDS Telecommunications Corporation (“TDS Telecom”). TDS’ segments operate almost entirely in the United States. See Note 11 — Business Segm ent Information in the Notes to Consolidated Financial Statements for summary financial information on each business segment. |

TDS Mission and Strategy

TDS’ mission is to provide outstanding communications services to its customers and meet the needs of its shareholders, its people, and its communities. In pursuing this mission, TDS seeks to profitably grow its businesses, create opportunities for its associates and employees, and steadily build value over the long-term for its shareholders. Across a ll of its businesses, TDS is focused on providing exceptional customer experiences through best-in-class services and products and superior customer service.

TDS’ long-term strategy calls for the majority of its capital to be reinvested in its operating b usinesses to strengthen their competitive positions, while still returning value to TDS shareholders through the payment of a regular quarterly cash dividend and share repurchases.

In 2016, TDS is working to build shareholder value by continuing to execute on its strategies to build strong, competitive businesses providing high-quality, data-focused services and products. Strategic efforts include:

- U.S. Cellular deployed 4G LTE as a result of U.S. Cellular’s strategic initiative to enhance its network. 4G LTE reaches 99% of postpaid connections and 98% of cell sites. The adoption of data-centric smartphones and connected devices is driving significant growth in data traffic. At t he end of the third quarter of 2016, 77% of postpaid connections had 4G capable devices, with the LTE network handling 90% of data traffic. U.S. Cellular continues to devote efforts to enhance its network capabilities with the depl oyment of VoLTE technology and plans a multi-year roll out beginning with one market in early 2017. VoLTE, when deployed commercially, will enable customers to utilize the LTE network for both voice and data services, and will enable enhanced services suc h as high definition voice, video calling and simultaneous voice and data sessions. The deployment of VoLTE also will expand U.S. Cellular’s ability to offer roaming services to additional carriers.
- U.S. Cellular continued to enhance its spectrum position and monetize non-strategic assets by entering into multiple agreements with third parties. Certain of these agreements involve the purchase of licenses for cash, while others involve the exchange of licenses in non-operating markets for other licenses in operating markets and cash. As a result of the closing of multiple exchange agreements in the nine months ended September 30, 2016, U.S. Cellular received $15 million of cash and recognized gains of $16 million. The remaining license purchase and exchan ge transactions are expected to close in the fourth quarter of 2016, at which point U.S. Cellular expects to recognize additional gains. See Note 5 — Acquisitions, Divestitures and Exchange s for additional information related to these transactions.
- U.S. Cellular is focused on expanding its solutions available to business and government customers, including a growing suite of machine-to-machine solutions across various categories. U.S. Ce llular will continue to enhance its advanced wireless services and connected solutions for consumer, business and government customers.
- U.S. Cellular is committed to continuous innovation so as to provide customers in the markets it serves with the latest technology that can enhance their lives or businesses. During the third quarter of 2016, U.S. Cellular successfully tested 5G technology in both indoor and outdoor environments for the first time. The company plans additional tests geared towards understanding the propagation characteristics of the new technology and contributing to the development of 5G standards. When deployed commercially, 5G technology is expected to help address customers’ growing demand for data services as well as create op portunities for new services requiring high speed and low latency.

- TDS Telecom’s Wireline business has substantially completed its currently planned deployment of fiber technology in its existing markets to provide internet speeds of up to 1 Gigabit per se cond (“Gbps”). In certain non-fiber markets, TDS Telecom offers speeds reaching up to 50 Megabits per second (“Mbps”) using bonded copper lines. By leveraging its high-speed network, Wireline continues to drive growth in its IPTV, broadband, and managedI P services.
- TDS Telecom’s Cable business has continued to make network capacity investments and offer more advanced services in its markets in line with its strategy to increase connections and grow broadband penetration.
- TDS Telecom’s HMS business is focused on growing recurring service revenues through increased sales of IT solutions including hosted and managed services, colocation services, and cloud computing, and through increasing the utilization of its service delivery platform and data center a ssets.

Table of Contents

Terms Used by TDS

All defined terms in this MD&A are used as defined in the Notes to Consolidated Financial Statements, and additional terms are defined below:

- 4G LTE – fourth generation Long-Term Evolution which is a wireless broadband technology.
- 5G – fifth generation wireless broadband technology.
- Account – represents an individual or business financially responsible for one or multiple associated connections. A n account may include a variety of types of connections such as handsets and connecte d devices.
- Auction 97 – An FCC auction of AWS-3 spectrum licenses that ended in January 2015.
- Auctions 1000, 1001, and 1002 – Auction 1000 is an FCC auction of 600 MHz spectrum licenses being held in 2016 involving: (1) a “reverse auction” in which broadc ast television licensees submit bids to voluntarily relinquish spectrum usage rights in exchange for payments (referred to as Auction 1001); (2) a “repacking” of the broadcast television bands in order to free up certain broadcast spectrum for other uses; and (3) a “forward auction” of licenses for spectrum cleared through this process to be used for wireless communications (referred to as Auction 1002).
- Broadband Connections – refers to the number of Wireline customers provided high-capacity data circuits via various technologies, including fiber, DSL and dedicated internet circuit technologies or the Cable billable number of lines into a building for high-speed data services.
- Churn Rate – represents the percentage of the connections that disconnect servic e each month. These rates represent the average monthly churn rate for each respective period.
- FCC – Federal Communications Commission.
- Gross Additions – represents the total number of new connections added during the period, without regard to connection s that were terminated during that period.
- IPTV Connections – represents the number of Wireline customers provided video services using IP networking technology.
- Machine-to-Machin e or M2M – technology that involves the transmission of data between network ed devices, as well as the performance of actions by devices without human intervention. U.S. Cellular sells and supports M2M solutions to customers, provides connectivity for M2M solutions via the U.S. Cellular network, and has partnerships with device m anufacturers and software developers which offer M2M solutions.
- ManagedIP Connections – refers to the number of telephone handsets, data lines and IP trunks providing communications using IP networking technology.
- Net Additions – represents the total numb er of new connections added during the period, net of connections that were terminated during that period.
- Postpaid Average Billings per Account (“Postpaid ABPA”) – non-GAAP metric is calculated by dividing total postpaid service revenues plus equipment i nstallment plan billings by the average number of postpaid accounts and by the number of months in the period.
- Postpaid Average Billings per User (“Postpaid ABPU”) – non-GAAP metric is calculated by dividing total postpaid service revenues plus equipment i nstallment plan billings by the average number of postpaid connections and by the number of months in the period.
- Postpaid Average Revenue per Account (“Postpaid ARPA”) – metric is calculated by dividing total postpaid service revenues by the average numbe r of postpaid accounts and by the number of months in the period.
- Postpaid Average Revenue per User (“Postpaid ARPU”) – metric is calculated by dividing total postpaid service revenues by the average number of postpaid connections and by the number of mont hs in the period.
- Retail Connections – the sum of postpaid connections and prepaid connections.
- Smartphone Penetration – is calculated by dividing postpaid smartphone connections by postpaid handset connections.
- Universal Service Fund (“USF”) – A system of telecommunications collected fees and support payments managed by the FCC intended to promote universal access to telecommunications services in the United States.
- U.S. Cellular Connections - individual line s of service associated with each device activated by a customer. This includes smartphones, feature phones, tablets, modems, and machine-to-machine devices.
- Video Connections – 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 a hotel, connections are counted based on the number of units/rooms within the building receiving service.
- Voice Connections – refers to the individual circuits connecting a customer to Wireline’s central office facilities or the Cable billable number of lines into a building for voice services.
- VoLTE – Voice over Long-Term Evolution is a technology specification that defines the standards and procedures for delivering voice communications and related services over 4G LTE networks.
- Wireline Residential Revenue per Connection – is calculated by dividing total Wireline residential revenue by the average number of total Wireline residential connections and by the number of months in the period.

Table of Contents

Results of Operations — TDS Consolidated

|  |  |  |  | Three Months Ended |  | Nine Months Ended
|  |  |  |  | September 30, |  | September 30,
|  | 2016 |  | 2015 |  | 2016 vs. 2015 |  | 2016 |  | 2015 |  | 2016 vs. 2015
(Dollars in millions) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Operating revenues |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| U.S. Cellular |  | $ | 1,010 |  | $ | 1,069 |  | (6)% |  | $ | 2,948 |  | $ | 3,010 |  | (2)%
| TDS Telecom |  |  | 287 |  |  | 299 |  | (4)% |  |  | 868 |  |  | 874 |  | (1)%
| All other 1 |  |  | 4 |  |  | 6 |  | (37)% |  |  | 10 |  |  | 18 |  | (43)%
|  | Total operating revenues |  |  | 1,301 |  |  | 1,374 |  | (5)% |  |  | 3,826 |  |  | 3,902 |  | (2)%
Operating expenses |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| U.S. Cellular |  |  | 1,001 |  |  | 991 |  | 1% |  |  | 2,922 |  |  | 2,673 |  | 9%
| TDS Telecom |  |  | 276 |  |  | 282 |  | (2)% |  |  | 816 |  |  | 810 |  | 1%
| All other 1 2 |  |  | 4 |  |  | 8 |  | (38)% |  |  | 12 |  |  | 11 |  | 25%
|  | Total operating expenses |  |  | 1,281 |  |  | 1,281 |  | - |  |  | 3,750 |  |  | 3,494 |  | 7%
Operating income |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| U.S. Cellular |  |  | 9 |  |  | 78 |  | (88)% |  |  | 26 |  |  | 337 |  | (92)%
| TDS Telecom |  |  | 12 |  |  | 17 |  | (32)% |  |  | 53 |  |  | 64 |  | (17)%
| All other 1 2 |  |  | (1) |  |  | (2) |  | 41% |  |  | (3) |  |  | 7 |  | >(100)%
|  | Total operating income |  |  | 20 |  |  | 93 |  | (79)% |  |  | 76 |  |  | 408 |  | (81)%
Investment and other income (expense) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Equity in earnings of unconsolidated entities |  |  | 38 |  |  | 40 |  | (5)% |  |  | 109 |  |  | 110 |  | (1)%
| Interest and dividend income |  |  | 15 |  |  | 10 |  | 56% |  |  | 44 |  |  | 28 |  | 57%
| Interest expense |  |  | (42) |  |  | (35) |  | (20)% |  |  | (127) |  |  | (103) |  | (23)%
| Other, net |  |  | (1) |  |  | – |  | >100% |  |  | 1 |  |  | – |  | >(100)%
|  | Total investment and other income |  |  | 10 |  |  | 15 |  | (25)% |  |  | 27 |  |  | 35 |  | (24)%
Income before income taxes |  |  | 30 |  |  | 108 |  | (72)% |  |  | 103 |  |  | 443 |  | (77)%
| Income tax expense |  |  | 14 |  |  | 46 |  | (69)% |  |  | 45 |  |  | 178 |  | (75)%
Net income |  |  | 16 |  |  | 62 |  | (74)% |  |  | 58 |  |  | 265 |  | (78)%
| Less: Net income attributable to noncontrolling interests, net of tax |  |  | 3 |  |  | 11 |  | (70)% |  |  | 9 |  |  | 45 |  | (79)%
Net income attributable to TDS shareholders |  | $ | 13 |  | $ | 51 |  | (75)% |  | $ | 49 |  | $ | 220 |  | (78)%
Capital expenditures |  | $ | 145 |  | $ | 194 |  | (25)% |  | $ | 412 |  | $ | 487 |  | (15)%
1 | Consists of corporate and other operations and intercompany eliminations.
2 | For the nine months ended September 30, 2015, TDS recognized an incremental gain compared to U.S. Cellular of $12 million on a tower sale as a result of lower asset basis in the assets disposed.

Table of Contents

The decrease in operating revenues is due primarily to the impact of $58 million in revenue recognized by U.S. Cellular from expired rewards points in the third quarter of 2015. | The increase in operating expenses for the nine months ended September 30, 2016 wa s due primarily to the absence of significant offsetting gains recognized from sales and exchanges of businesses and licenses. Such gains were $277 million in 2015 compared to $17 million in 2016.

Refer to individual segment discussions in this MD&A for additional details on operating revenues and expenses at the segment level.

Equity in earnings of unconsolidated entities

Equity in earnings of unconsolidated entities represents TDS’ share of net in come from entities in which it has a noncontrolling interest and that are accounted for by the equity method. TDS’ investment in the Los Angeles SMSA Limited Partnership (“LA Partnership”) contributed $17 million and $19 million to Equity in earnings of unconsolidated entities for the three months ended September 30, 2016 and 2015, respectively, and $57 million and $58 million for the nine months ended September 30, 2016 and 2015, respectively. See Note 7 — Investments in Unconsolidated Entities in the Notes to Consolidated Financial Statements for additional information.

Interest and dividend income

Interest and dividend income increased due to imputed interest income recognized on equipment installment plans of $13 million and $9 million for the three months ended Septemb er 30, 2016 and 2015, respectively, and $37 million and $24 million for the nine months ended September 30, 2016 and 2015, respectively.

Interest expense

Interest expense increased due primarily to U.S. Cellular’s issuance of $300 million of 7.25% Senior Notes due 2064 in November 2015 and borrowing of $225 million on U.S. Cellular’s senior term loan facility that was drawn in July 2015.

Income tax expense

TDS’ effective tax rate on Income before income taxes for the three and nine months ended September 30, 2016 was 46.6% and 43.6%, respectively, and for t he three and nine months ended September 30, 2015 was 42.1% and 40.3%. The effective tax rates for the three and nine month periods primarily reflect a normalized combined rate of federal and state taxes, but are also affected by certain discrete items in each period which increase or decrease the effective tax rate for each period. Because certai n discrete items are not annualized, these rates may not be indicative of the annual rate for 2016.

Table of Contents

Net income attributable to noncontrolling interests, net of tax

|  |  |  | Three Months Ended |  | Nine Months Ended
|  |  |  | September 30, |  | September 30,
|  |  |  | 2016 |  | 2015 |  | 2016 |  | 2015
(Dollars in millions) |  |  |  |  |  |  |  |  |  |  |
Net income attributable to noncontrolling interests, net of tax |  |  |  |  |  |  |  |  |  |  |
| U.S. Cellular noncontrolling public shareholders’ | $ | 3 |  | $ | 10 |  | $ | 9 |  | $ | 39
| Noncontrolling shareholders’ or partners’ |  | – |  |  | 1 |  |  | – |  |  | 6
|  |  |  | $ | 3 |  | $ | 11 |  | $ | 9 |  | $ | 45

Net income attributable to noncontrolling interests, net of tax includes the noncontrolling public shareholders’ share of U.S. Cellular’s net income and the noncontrolling shareholders’ or partners’ share of certain U.S. Cellular subsidiaries’ net income (loss). The decr ease from 2015 to 2016 for both the three and nine month period s is due to lower income from U.S. Cellular and certain other partnerships in 2016.

| Three Months Ended Net income and Adjusted EBITDA decreased due primarily to the impact of revenue recognized from expired rewards points in the third quarter of 2015. Nine Mo nths Ended In addition to the impact of the expired rewards points, Net income decreased due primarily to a lesser amount of gains from sales and exchanges of businesses and licenses recognized in 2016 compared to 2015. Such gains are not included as a component of Adjusted EBITDA and, as a result, Adjusted EBITDA did not decline as much as Net income.
*Represents a non-GAAP financial measure. Refer to Supplemental Information Relating to Non-GAAP Financial Measures within this MD&A for a reconciliation of this measure.

Table of Contents

| U.S. CELLULAR OPERATIONS

Business Overview

U.S. Cellular owns, operates, and invests in wireless markets throughout the United States. U.S. Cellular is an 83%-owned subsidiary of TDS. U.S. Cellular’s strategy is to attract and retain wireless customers through a value proposition compr ised of a high-quality network, outstanding customer service, and competitive devices, plans, and pricing, all provided with a local focus.

OPERATIONS
Serves customers with approximately 5.0 million connections including 4.5 million postpaid, 0.5 million prepaid and 0.1 million reseller and other connections Operates in 23 states Employs approximately 6,300 employe es Headquartered in Chicago, Illinois 6,374 cell sites including 4,015 owned towers in service

Table of Contents

Operational Overview

|  | YTD 2015 | YTD 2016 |
| Postpaid Connections |  |  |
|  | Gross Additions | 591,000 | 586,000 |
|  | Net Additions | 43,000 | 75,000 |
|  | Churn | 1.41% | 1.27% |
|  | Handsets | 1.32% | 1.17% |
|  | Connected Devices | 2.31% | 1.97% |
|  | Connections – end of period | 4,341,000 | 4,484,000 |
| Prepaid Net Additions | 32,000 | 93,000 |
| Retail C onnections – end of period | 4,721,000 | 4,964,000 |
The increase in postpaid net additions in 2016 is driven by improvement in postpaid churn. Postpaid churn declined over the past two years due to enhancements in the customer experience and improvement in the overall credit mix of gross additions. In addition, U.S. Cellular continues to see growth in postpaid net additions from connected devices. The increase in prepaid net additions was due primarily to successful pr omotional activity.

Table of Contents

| Smartphones represented 92% and 87% of total postpaid handset sales for the nine months ended September 30, 2016 and 2015, respectively. As a result, s martphone penetration increased to 78% of the post paid handset base as of September 30, 2016, up from 72% a year ago. Smartphone customers generally use more data than feature phone customers, thereby driving growth in service revenues. Continued growth in customer usage related to data ser vices and products may result in increased operating expenses and the need for additional investment in spectrum, network capacity and network enhancements.

1 The discontinuation of the loyalty rewards points program had the effect of increasing Postpaid ARPU/ABPU and Postpaid ARPA/ABPA by $4.48 and $11.34 for the three months ended September 2015, respectively, and $1.50 and $3.74 for the nine months ended September 2015, respectively. 2 Postpaid ABPU and Postpaid ABPA are non-GAAP financial me asure s. Refer to Supplementa l Information Relating to Non-GAAP Financial Measures within this MD&A for a reconciliation of this measure.

Postpaid ARPU and Postpaid ARPA decreased for the three and nine months ended September 30, 2016 due primarily to the impact of the loyalty rewards points program that was discontinued in September 2015, industry-wide price competition, and discounts on shared data plans provid ed to customers on equipment installment plans and those providing their own device at the time of activation or renewal. Postpaid ARPU also decreased due to growth in the number of connected devices, which on a per unit basis contribute less revenue than handsets. These factors were partially offset by the impacts of continued adoption of smartphones and the related increase in service revenues from data usage.

Equipment installment plans increase equipment sales revenue as customers pay for their wire less devices in installments at a total device price that is generally higher than the device price offered to customers in conjunction with alternative plans that are subject to a service contract. Equipment installment plans also have the impact of redu cing service revenues as many equipment installment plans provide for reduced monthly access charges. In order to show the trends in total service and equipment revenues received, U.S. Cellular has presented Postpaid ABPU and Postpaid ABPA, which are calc ulated as Postpaid ARPU and Postpaid ARPA plus average monthly equipment installment plan billings per connection and account, respectively.

Table of Contents

Equipment installment plan billings increased for the three and nine months ended September 30, 2016 due to increased adoption of equipment installment plans by postpaid customers. Postpaid ABPU and ABPA decreased in 2016 as the increase in equipment installment plan billings was more than offset by the decline in Postpaid ARPU and ARPA discussed above. U.S. Cellular expects the adoption and penetration of equipment installment plans to continue to increase as plan offerings shift more toward equipment installment plans. Effective in September 2016, ne w postpaid handset sales to retail consumers are made under equipment installment plans; business and government customers may purchase equipment under either installment plans or alternative plans that are subject to a service contract.

Table of Contents

Financial Overview — U.S. Cellular

|  |  |  |  | Three Months Ended |  | Nine Months Ended
|  |  |  |  | September 30, |  | September 30,
|  |  |  |  |  |  |  |  | 2016 vs. |  |  |  |  | 2016 vs.
|  |  |  |  | 2016 |  | 2015 |  | 2015 |  | 2016 |  | 2015 |  | 2015
(Dollars in millions) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Retail service |  | $ | 681 |  | $ | 797 |  | (14)% |  | $ | 2,044 |  | $ | 2,278 |  | (10)%
Inbound roaming |  |  | 45 |  |  | 59 |  | (25)% |  |  | 118 |  |  | 149 |  | (20)%
Other |  |  | 45 |  |  | 40 |  | 12% |  |  | 131 |  |  | 122 |  | 7%
| Serv ice revenues |  |  | 771 |  |  | 896 |  | (14)% |  |  | 2,293 |  |  | 2,549 |  | (10)%
Equipment sales |  |  | 239 |  |  | 173 |  | 38% |  |  | 655 |  |  | 461 |  | 42%
| Tota l operating revenues |  |  | 1,010 |  |  | 1,069 |  | (6)% |  |  | 2,948 |  |  | 3,010 |  | (2)%
System operations (excluding Depreciation, amortization and accretion reported below) |  |  | 196 |  |  | 199 |  | (1)% |  |  | 572 |  |  | 586 |  | (2)%
Cost of equipment sold |  |  | 280 |  |  | 287 |  | (2)% |  |  | 799 |  |  | 779 |  | 2%
Selling, general and administrative |  |  | 370 |  |  | 375 |  | (1)% |  |  | 1,089 |  |  | 1,107 |  | (2)%
|  |  |  |  |  | 846 |  |  | 861 |  | (2)% |  |  | 2,460 |  |  | 2,472 |  | -
| Operating cash flow* |  |  | 164 |  |  | 208 |  | (21)% |  |  | 488 |  |  | 538 |  | (9)%
Depreciation, amortization and accretion |  |  | 155 |  |  | 152 |  | 2% |  |  | 462 |  |  | 450 |  | 3%
(Gain) loss on asset disposals, net |  |  | 7 |  |  | 3 |  | >100% |  |  | 16 |  |  | 12 |  | 33%
(Gain) loss on sale of business and other exit costs, net |  |  | – |  |  | (1) |  | N/M |  |  | – |  |  | (114) |  | 100%
(Gain) loss on license sales and exchanges |  |  | (7) |  |  | (24) |  | 70% |  |  | (16) |  |  | (147) |  | 89%
| Tota l operating expenses |  |  | 1,001 |  |  | 991 |  | 1% |  |  | 2,922 |  |  | 2,673 |  | 9%
Operating income |  | $ | 9 |  | $ | 78 |  | (88)% |  | $ | 26 |  | $ | 337 |  | (92)%
Net income |  | $ | 18 |  | $ | 65 |  | (73)% |  | $ | 54 |  | $ | 250 |  | (78)%
Adjusted EBITDA* |  | $ | 216 |  | $ | 257 |  | (16)% |  | $ | 639 |  | $ | 673 |  | (5)%
Capital expenditures |  | $ | 103 |  | $ | 135 |  | (23)% |  | $ | 275 |  | $ | 335 |  | (18)%
* | Represents a non-GAAP financial measure. Refer to Supplemental Information Relating to Non-GAAP Financial Measures within this MD&A for a reconciliation of this measure.
N/M - Percentage change not meaningful

Table of Contents

| S ervice revenues consist of: Retail Service - Charges for access, airtime, roaming, recovery of regulatory costs and value added services, including data services and products Inbound Roaming - Charges to other wireless carriers whose customers use U.S. Cellular’s wireless systems when roaming Other – Primarily a mount s received from the Federal USF and tower rental revenues Equipment revenues consist of: Sales of wirel ess devices and related accessories to new and existing customers, agent s, and third-party distributors

Key components of changes in the statement of operations line items were as follows:

Total operating revenues

Service revenues decreased for the three and nine months ended September 30, 2016 as a result of (i) a decrease in retail service revenues driven by the $58 million impact of the loyalty rewards program that ended in September 2015; (ii) industry-wide price competition, including discounts on shared data plans provided to customers on equipment installment plans and those providing their own device at the time of activation or renewal; and (ii i) reductions in inbound roaming revenue s driven by lower roaming rates. Such reductions were partially offset by an increase in the average connections base and continued adoption of smartphones and sha red data plans.

Federal USF revenue was $23 million and $69 million for the three and nine months ended September 30, 2016, respectively, which remained flat when compare d to the same periods last year. Pursuant to the FCC's Reform Order (“Reform Order”), U.S. Cellular’s Federal USF support was to be phased down at the rate of 20% per year beginning July 1, 2012. The Phase II Mobility Fund was not operational as of July 20 14 and, therefore, as provided by the Reform Order, the phase down was suspended at 60% of the baseline amount. U.S. Cellular will continue to receive USF support at the 60% level until the FCC takes further action. At this time, U.S. Cellular c annot predi ct t he changes that the FCC might make to the USF high cost support program and, accordingly, cannot predict whether such changes will have a material adverse effect on U.S. Cellular’s business, financial condition or results of operations.

Equipment sa les revenues increased for the three months ended September 30, 2016 when compared to the three months ended September 30, 2015 due primarily to a shift in mix to sales under equipment installment plans together with an increase in average r evenue per device sold under such plans. Equipment install ment plan sales contributed $192 million and $8 9 million during the three months ended September 30, 2016 and 2015, respectively.

Equipment sales revenues increased for the nine months ended September 30, 2016 when compared to the nine months ended September 30, 2015 due to an overall increase in the number of devices sold, and a shift in mix to sales under equipment installment plans together with an increase in average revenue per device sold under such plans. Equipment install ment plan sales contributed $501 million and $226 million during the nine months ended September 30, 2016 and 2015, respectively. Equipment installment plan connections represented 40% and 23% of total postpaid connections as of September 30, 2016 and 2015, respectively.

Table of Contents

System operations expenses

System operations expenses decreased by modest amounts for the three and nine months ended September 30, 2016 when compared to the same periods last year.

U.S. Cellular expects system operations expenses to increase in the future to support the continued growth in cell sites and other network facilities as it continues to add capacity, enhance quality and deploy new technologies as well as to support increases in total customer data usage. However, these increases are expected to be offset to so me extent by cost savings generated by shifting data traffic to the 4G LTE network from the 3G network.

Cost of equipment sold

Cost of equipment sold decreased for the three months ended September 30, 2016 when compared to the three months ended September 30, 2015 as a result of a decrease in the average cost per device sold driven by the lower cost of smartphones and to a lesser extent the lower sales of accessories. Cost of equipment sold included $200 million and $113 million related to equipment installment plan sales for the three m onths ended September 30, 2016 and 2015, respectively. Loss on equipment, defined as Equipment sales revenues less Cost of equipment sold, was $41 million and $114 million for the three months ended September 30, 2016 and 2015.

Cost of equipment sold increased for the nine months ended September 30, 2016 when compared to the nine months ended September 30, 2015 primarily as the result of a 4% increase in devices sold, partially offset by a decrease in the average cost per device sold. Cost of equipment sold included $534 million and $305 million related to equipment installment plan sales for the nine months ended September 30, 2016 and 2015, respectively. Loss on equipment was $144 million and $318 million for the nine months ended September 30, 2016 and 2015, respectively.

Selling, general and administrative expenses

Selling, general and administrative expenses decreased by modest amounts for the three and nine months ended September 30, 2016 when compared to the same periods last year. This decrease was attributable to various expense reductio ns that were partially offset by a $13 million expense recognized in the three months ended September 30, 2016 as a result of the termination of a naming rights agreement.

Depreciation, amortization, and accretion expenses

The increase s in Depreciation, a mortization, and accretion expenses for the three and nine months ended September 30, 2016 were mainly driven by the increase in amortization expense related to billing sys tem upgrades.

(Gain) loss on asset disposals, net

The increases in Loss on asset disposals were primarily driven by more disposals of certain network assets during the three and nine months ended September 30, 2016 when compared to the same periods last year.

(Gain) loss on sale of business and other exit costs, net

The net gain for the nine months ended September 30, 2015 was due primarily to a $108 million gain recognized on sale of towers and certain related contracts, assets and liabilities.

(Gain) loss on license sales and exchanges, net

The net gains in 2016 and 2015 were due to gains recognized on license exchange transactions with third parties. See Note 5 — Acquisitions, Divestitures and Exchanges in the Notes to Consolidated Financ ial Statements for additional information.

Table of Contents

| TDS TELECOM OPERATIONS

Business Overview

TDS Telecom operates in three reportable segments: Wireline, Cable and HMS. The overall strategy for the W ireline and C able businesses is to own the best data pipe s in each market in order to capitalize on data growth and the need for higher broadband speeds and leverage that growth by bundling services with video and voice. In addition, through its HMS business, TDS Telecom provides a wide range of Information Tech nology (“IT”) services including colocation, dedicated hosting, hosted application management, cloud computing services and the planning, engineering, procurement, installation, sales and management of IT infrastructure hardware solutions.

OPERATIONS
Wireline and Cable serve approximately 1.2 million broadband, video and voice connections in 34 states. Wireline operates 105 incumbent local exchange carriers (“ILEC”) in 25 states and competitive local exchange carriers (“CLEC”) in 4 states. Cable operates primarily in Oregon, Utah, Colorado, New Mexico and Texas. HMS operates a total of eight data centers. It owns two data centers in Iowa, and one each in Minnesota, Wisconsin, Colorado and Oregon and it leases two data centers in Arizona.

Table of Contents

Financial Overview — TDS Telecom

|  |  |  |  | Three Months Ended |  | Nine Months Ended
|  |  |  |  | September 30, |  | September 30,
|  |  |  |  |  |  |  |  |  |  | 2016 vs. |  |  |  |  |  |  |  | 2016 vs.
|  | 2016 |  | 2015 |  | 2015 |  | 2016 |  | 2015 |  | 2015
(Dollars in millions) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Operating revenues |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Wireline |  | $ | 175 |  | $ | 175 |  | - |  | $ | 523 |  | $ | 527 |  | (1)%
| Cable |  |  | 46 |  |  | 44 |  | 5% |  |  | 137 |  |  | 132 |  | 3%
| HMS |  |  | 68 |  |  | 82 |  | (17)% |  |  | 212 |  |  | 218 |  | (3)%
| Intra-company elimination |  |  | (1) |  |  | (1) |  | 1% |  |  | (3) |  |  | (3) |  | (1)%
|  | TDS Telecom operating revenues |  |  | 287 |  |  | 299 |  | (4)% |  |  | 868 |  |  | 874 |  | (1)%
Operating expenses |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Wireline |  |  | 159 |  |  | 157 |  | 1% |  |  | 462 |  |  | 460 |  | 1%
| Cable |  |  | 46 |  |  | 43 |  | 8% |  |  | 136 |  |  | 126 |  | 8%
| HMS |  |  | 72 |  |  | 84 |  | (14)% |  |  | 221 |  |  | 228 |  | (3)%
| Intra-company elimination |  |  | (1) |  |  | (1) |  | 1% |  |  | (3) |  |  | (3) |  | (1)%
|  | TDS Telecom operating expenses |  |  | 276 |  |  | 282 |  | (2)% |  |  | 816 |  |  | 810 |  | 1%
TDS Telecom operating income |  | $ | 12 |  | $ | 17 |  | (32)% |  | $ | 53 |  | $ | 64 |  | (17)%
Net income |  | $ | 7 |  | $ | 9 |  | (20)% |  | $ | 32 |  | $ | 38 |  | (15)%
Adjusted EBITDA* |  | $ | 71 |  | $ | 76 |  | (7)% |  | $ | 226 |  | $ | 236 |  | (4)%
Capital expenditures |  | $ | 40 |  | $ | 56 |  | (29)% |  | $ | 128 |  | $ | 146 |  | (12)%
Numbers may not foot due to rounding.
* | Represents a non-GAAP financial measure. Refer to Supplemental Information Relating to Non-GAAP Financial Measures within this MD&A for a reconciliation of this measure.

| Three and Nine Months Ended Operating revenues for the three and nine months ended September 30, 2016 decreased as declines in HMS equipment revenues were partially offset by increases in revenues from Cable operations.

Total operating expenses

Operating expenses for the three months ended September 30, 2016 decreased due to lower HMS cost of equipment and products on reduced equipment sales partially offset by higher video programming costs and employee expenses.

Operating expenses for the nine months ended September 30, 2016 increased due to higher video programming costs and employee expenses.

Table of Contents

| WIRELINE OPERATIONS

Business Overview

TDS Telecom’s W ireline business provides broadband, video and voice services. These services are provided to residential, commercial, and wholesale customers in a mix of rural, small town and suburban markets, with the largest concentration of its customers in the Uppe r Midwest and the Southeast. TDS Telecom’s strategy is to offer its re sidential customers broadband, video, and voice services throu gh value-added bundling. In its commercial business, TDS Telecom’s strategic focus is on small- to medium-sized business es and its sales efforts emphasize advanced IP-based voice and data servi ces.

Operational Overview

Wireline residential broadband customers, comprised mainly of ILEC connections, are increasingly choosing higher speeds. | In total, Wireline increased residenti al revenue per connection by 3% for the nine months ended September 30, 2016.

Total residential connections increased as a 44% increase in IPTV connections was partially offset by a 3% decline in voice connections. |  | Total commercial connections decreased by 3% as declines in voice and broadband connections outpaced the 4% growth in managedIP connections.

Table of Contents

Financial Overview — Wireline

|  |  |  |  |  | Three Months Ended |  | Nine Months Ended
|  |  |  |  |  | September 30, |  | September 30,
|  | 2016 |  | 2015 |  | 2016 vs. 2015 |  | 2016 |  | 2015 |  | 2016 vs. 2015
(Dollars in millions) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Residential |  | $ | 78 |  | $ | 76 |  | 4% |  | $ | 232 |  | $ | 224 |  | 3%
Commercial |  |  | 53 |  |  | 55 |  | (4)% |  |  | 160 |  |  | 166 |  | (4)%
Wholesale |  |  | 43 |  |  | 44 |  | (2)% |  |  | 130 |  |  | 135 |  | (3)%
| Service revenues |  |  | 174 |  |  | 175 |  | - |  |  | 522 |  |  | 526 |  | (1)%
Equipment and product sales |  |  | – |  |  | – |  | (9)% |  |  | 1 |  |  | 1 |  | (1)%
| Total operating revenues |  |  | 175 |  |  | 175 |  | - |  |  | 523 |  |  | 527 |  | (1)%
Cost of services (excluding Depreciation, amortization and accretion reported below) |  |  | 67 |  |  | 64 |  | 4% |  |  | 192 |  |  | 189 |  | 2%
Cost of equipment and products |  |  | 1 |  |  | 1 |  | 25% |  |  | 2 |  |  | 2 |  | (3)%
Selling, general and administrative |  |  | 50 |  |  | 50 |  | - |  |  | 148 |  |  | 145 |  | 2%
|  |  |  |  |  |  | 117 |  |  | 114 |  | 3% |  |  | 342 |  |  | 335 |  | 2%
| Operating cash flow* |  |  | 57 |  |  | 61 |  | (6)% |  |  | 182 |  |  | 192 |  | (5)%
Depreciation, amortization and accretion |  |  | 41 |  |  | 41 |  | (1)% |  |  | 119 |  |  | 124 |  | (4)%
(Gain) loss on asset disposals, net |  |  | 1 |  |  | 2 |  | (65)% |  |  | 2 |  |  | 3 |  | (52)%
(Gain) loss on sale of business and other exit costs, net |  |  | – |  |  | – |  | N/M |  |  | – |  |  | (3) |  | >100%
| Total operating expenses |  |  | 159 |  |  | 157 |  | 1% |  |  | 462 |  |  | 460 |  | 1%
Operating income |  | $ | 16 |  | $ | 18 |  | (10)% |  | $ | 61 |  | $ | 67 |  | (9)%
Income before income taxes |  | $ | 17 |  | $ | 19 |  | (9)% |  | $ | 63 |  | $ | 70 |  | (9)%
Adjusted EBITDA* |  | $ | 58 |  | $ | 61 |  | (6)% |  | $ | 183 |  | $ | 193 |  | (5)%
Capital expenditures |  | $ | 27 |  | $ | 38 |  | (30)% |  | $ | 82 |  | $ | 91 |  | (9)%
Numbers may not foot due to rounding.
N/M - Not Meaningful |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
* | Represents a non-GAAP financial measure. Refer to Supplemental Information Relating to Non-GAAP Financial Measures within this MD&A for a reconciliation of this measure.

| Residential revenues consist of: Broadband services, including fiber-based and other digital, pre mium and enhanced data services IPTV and satellite video Voice services Commercial revenues consist of: TDS managedIP voice and data services High-speed and dedicated business internet services Voice services Wholesale revenues consist of: Network access services to interexchange carriers for the origination and termination of interstate and intrastate long distance phone calls on TDS Telecom’s network and special access services to car riers and others Amounts received from State and Federal USF support

Table of Contents

Key components of changes in the statement of operations items were as follows:

Total operating revenues

Residential revenues increased for the three and nine months ended September 30, 2016 as growth in IPTV and data connections more than offset the decline in legacy voice services. For both periods, IPTV average connections grew approximat ely 45%, offset by a 3% decline in average voice connections.

Commercial revenues decreased for the three and nine months ended September 30, 2016 as declining legacy voice and data connections reduced revenues, partially offset by an increase in revenue driven by 3% growth in average managedIP connections in both periods.

Wholesale revenues decreased for the three months ended September 30, 2016 due primarily to the effect of divestitures and a 14% reduction in intra-state minutes-of-use. For the nine months ended September 30, 2016, Wholesale revenues decreased due to the items which affected the three month period and lower special access revenue.

Cost of services

Cost of services increased for the three and nine months ended September 30, 2016 a s increased charges related to employee expenses and growth in IPTV were offset by reduced costs of provisioning circuits, purchasing unbundled network elements and providing long-distance services.

Selling, general a nd administrative expenses

Selling, general and administrative expenses were relatively flat for the three months ended September 30, 2016. E xpenses increased for the nine month period due to growth in employee e xpenses offset by a decrease in bad debts expense.

Depreciation, amortization and accretion

Depreciation, amortization and accretion were relatively flat for the three month period ended September 30, 2016. The decrease for the nine months ended September 30, 2016 was due primarily to a $4 million adjustment recorded in the three months ended June 30, 2016 for excess depreciation attributable to the third quarter of 2014 through the first quarter of 2016.

Table of Contents

| CABLE OPERATIONS

Business Overview

TDS Telecom’s cable strategy is to expand its broadba nd services and leverage that growth by bundling with video and voice services. TDS Telecom seek s to be the leading provider of bro adband services in its targeted markets by leveraging its core competencies in network m anagement and customer focus.

Operational Overview

| Cable connections grew 5% over 201 5 with increases in broadband and voice outpacing declines in video.

Table of Contents

Financial Overview — Cable

|  |  |  |  |  | Three Months Ended |  | Nine Months Ended
|  |  |  |  |  | September 30, |  | September 30,
|  | 2016 |  | 2015 |  | 2016 vs. 2015 |  | 2016 |  | 2015 |  | 2016 vs. 2015
(Dollars in millions) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Residential |  | $ | 37 |  | $ | 35 |  | 6% |  | $ | 108 |  | $ | 105 |  | 3%
Commercial |  |  | 9 |  |  | 9 |  | 4% |  |  | 28 |  |  | 27 |  | 4%
| Total operating revenues |  |  | 46 |  |  | 44 |  | 5% |  |  | 137 |  |  | 132 |  | 3%
Cost of services (excluding Depreciation, amortization and accretion reported below) |  |  | 23 |  |  | 20 |  | 20% |  |  | 69 |  |  | 59 |  | 17%
Selling, general and administrative |  |  | 13 |  |  | 14 |  | (10)% |  |  | 37 |  |  | 41 |  | (8)%
|  |  |  |  |  |  | 36 |  |  | 34 |  | 7% |  |  | 107 |  |  | 100 |  | 7%
| Operating cash flow* |  |  | 10 |  |  | 10 |  | - |  |  | 30 |  |  | 32 |  | (6)%
Depreciation, amortization and accretion |  |  | 9 |  |  | 9 |  | 6% |  |  | 27 |  |  | 26 |  | 5%
(Gain) loss on asset disposals, net |  |  | 1 |  |  | – |  | >100% |  |  | 2 |  |  | (1) |  | >100%
| Total operating expenses |  |  | 46 |  |  | 43 |  | 8% |  |  | 136 |  |  | 126 |  | 8%
Operating income |  | $ | – |  | $ | 1 |  | (98)% |  | $ | 1 |  | $ | 6 |  | (92)%
Income before income taxes |  | $ | – |  | $ | 1 |  | (87)% |  | $ | 1 |  | $ | 7 |  | (86)%
Adjusted EBITDA* |  | $ | 10 |  | $ | 10 |  | - |  | $ | 30 |  | $ | 32 |  | (6)%
Capital expenditures |  | $ | 11 |  | $ | 13 |  | (16)% |  | $ | 41 |  | $ | 37 |  | 11%
Numbers may not foot due to rounding.
* | Represents a non-GAAP financial measure. Refer to Supplemental Information Relating to Non-GAAP Financial Measures within this MD&A for a reconciliation of this measure.

| Residential and Commercial revenues consist of: B roadband services, including high-speed internet, security and support services Video services, including premium programming in HD, and multi-room and TV Everywhere offerings Voice services

Table of Contents

Key components of changes in the statement of operations items were as follows:

Total operating revenues

Residential revenues increased for the three and nine months ended September 30, 2016 due primarily to an 8% increase in year-to-date average residential connections partially offset by a decrease in revenue caused by promotional pricing.

Commercial revenues increased for the three and nine months ended September 30, 2016 due primarily to increases in high-speed data customers.

Cost of services

Cost of services increased for the three and nine months ended September 30, 2016 due primarily to increases in employee expenses and programming content costs.

Selling, general and administrative expenses

Selling, general and administrative expenses decreased for the three and nine months ended September 30, 2016 due to lower employee, customer service and advertising costs.

Table of Contents

| HMS OPERATIONS

Business Overview

Under TDS Telecom’s OneNeck IT Solutions brand, TDS Telecom offer s a full-s uite of IT solutions ranging from equipment resale to full management and hosting of a customer’s IT infrastructure and applications. The goal of HMS operations is to create, deliver, and support a pl atform of IT products and services tailored for mid-market business customers.

Financial Overview — HMS

|  |  |  |  |  | Three Months Ended |  | Nine Months Ended
|  |  |  |  |  | September 30, |  | September 30,
|  | 2016 |  | 2015 |  | 2016 vs. 2015 |  | 2016 |  | 2015 |  | 2016 vs. 2015
(Dollars in millions) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Service revenues |  | $ | 29 |  | $ | 30 |  | (5)% |  | $ | 91 |  | $ | 88 |  | 3%
Equipment and product sales |  |  | 39 |  |  | 51 |  | (25)% |  |  | 121 |  |  | 130 |  | (7)%
| Total operating revenues |  |  | 68 |  |  | 82 |  | (17)% |  |  | 212 |  |  | 218 |  | (3)%
Cost of services (excluding Depreciation, amortization and accretion reported below) |  |  | 21 |  |  | 21 |  | (1)% |  |  | 61 |  |  | 63 |  | (3)%
Cost of equipment and products |  |  | 33 |  |  | 43 |  | (25)% |  |  | 101 |  |  | 109 |  | (7)%
Selling, general and administrative |  |  | 12 |  |  | 12 |  | (7)% |  |  | 37 |  |  | 36 |  | 2%
|  |  |  |  |  |  | 65 |  |  | 77 |  | (15)% |  |  | 199 |  |  | 208 |  | (4)%
| Operating cash flow* |  |  | 3 |  |  | 5 |  | (47)% |  |  | 13 |  |  | 10 |  | 28%
Depreciation, amortization and accretion |  |  | 7 |  |  | 7 |  | 5% |  |  | 22 |  |  | 20 |  | 10%
| Total operating expenses |  |  | 72 |  |  | 84 |  | (14)% |  |  | 221 |  |  | 228 |  | (3)%
Operating loss |  | $ | (5) |  | $ | (2) |  | >(100)% |  | $ | (9) |  | $ | (10) |  | 9%
Loss before income taxes |  | $ | (6) |  | $ | (2) |  | >(100)% |  | $ | (12) |  | $ | (11) |  | (4)%
Adjusted EBITDA* |  | $ | 3 |  | $ | 5 |  | (45)% |  | $ | 13 |  | $ | 10 |  | 31%
Capital expenditures |  | $ | 2 |  | $ | 5 |  | (58)% |  | $ | 6 |  | $ | 19 |  | (71)%
Numbers may not foot due to rounding. |  |  |  |  |  |  |  |
* | Represents a non-GAAP financial measure. Refer to Supplemental Information Relating to Non-GAAP Financial Measures within this MD&A for a reconciliation of this measure.

Table of Contents

| Service revenues consist of: Cloud and hosting solutions Managed services Enterprise Resource Planning (“ERP”) application management Professional services Co-location services IT hardware maintenance services Equipment revenues consist of: IT hardware sales

Key components of changes in the statement of operations items were as follows:

Total Operating revenues

Service revenues decreased for the three months ended September 30, 2016 due to lower professional service sales. For the nine months ended September 30, 2016, Service revenues increased due primarily to higher maintenance sales.

Equipment a nd product sales revenues from sales of IT infrastructure hardware solutions decreased for the three and nine months ended September 30, 2016 due primarily to lower spendin g by existing customers. There was a corresponding decrease in Cost of equipment and products.

Cost of services

Cost of services were flat for the three months ended September 30, 2016 and decreased for the nine months ended September 30, 2016 due primarily to reduced employee expenses offset by higher maintenance and support costs.

Selling, general and administrative expenses

Selling, general and administra tive expenses were relatively flat for the three months ended September 30, 2016 and increased for the nine months ended September 30, 2016 due primarily to higher employee costs.

Table of Contents

Liquidity and Capital Resources

Sources of Liquidity

TDS and its subsidiaries operate capital-intensive businesses. Historically, TDS has used internally-generated funds and also has obtained substantial funds from external sources for general corporate purposes. In the past, TDS’ existing cash and investment balances, funds available under its revolving credit facilities, funds from other financing sources, including a term loan and other long-term debt, and cash flows from operating, investin g and financing activities, including sales of assets or businesses, provided sufficient liquidity and financial flexibility for TDS to meet its normal day-to-day operating needs and debt service requirements, to finance the build-out and enhancement of ma rkets and to fund acquisitions. There is no assurance that this will be the case in the future.

TDS believes that existing cash and investment balances, funds available under its revolving credit facilities, and expected cash flows from operating and in vesting activities provide liquidity for TDS to meet its normal day-to-day operating needs and debt service re quirements for the coming year. Although TDS currently has a significant cash balance, i n certain recent periods, TDS has incurred negative free cash flow (defined as Cash flows from operating activities less Cash paid for additions to property, plant and equipment) and this will continue in the future if operating results do not improve or capital expenditures are not reduced. TDS currently expec ts to have minimal free cash flow in 2016 due to anticipated growth in equipment installment plan receivables combined with significant capital expenditures.

TDS may require substantial additional capital for, among other uses, funding day-to-day operati ng needs, working capital, acquisitions of providers of wireless or wireline telecommunications services, cable markets, IT services or other businesses, spectrum license or system acquisitions, system development and network capacity expansion, debt servi ce requirements, the repurchase of shares, the payment of dividends, or making additional investments. It may be necessary from time-to-time to increase the size of the existing revolving credit facilities, to put in place new credit facilities, or to obt ain other forms of financing in order to fund potential expenditures. TDS’ liquidity would be adversely affected if, among other things, TDS is unable to obtain short or long-term financing on acceptable terms, TDS makes significant spectrum license purch ases in FCC auctions or from other parties, TDS makes significant business acquisitions, the LA Partnership discontinues or reduces distributions compared to historical levels, or Federal USF and/or other regulatory support payments continue to decline. I n addition, although sales of assets or businesses by TDS have been an important source of liquidity in recent periods, TDS does not expect a similar level of such sales in the future, which will reduce a source of liquidity. In recent years, TDS’ credit rating has declined to sub-investment grade.

There can be no assurance that sufficient funds will continue to be available to TDS or its subsidiaries on terms or at prices acceptable to TDS. Insufficient cash flows from operating activities, further ch anges in its credit ratings, defaults of the terms of debt or credit agreements, uncertainty of access to capital, deterioration in the capital markets, reduced regulatory capital at banks which in turn limits their ability to borrow and lend, other change s in the performance of TDS or in market conditions or other factors could limit or restrict the availability of financing on terms and prices acceptable to TDS, which could require TDS to reduce its acquisition, capital expenditure and business developmen t programs, reduce the acquisition of spectrum licenses, and/or reduce or cease share repurchases and/or the payment of dividends. TDS cannot provide assurance that circumstances that could have a material adverse effect on its liquidity or capital resour ces will not occur. Any of the foregoing would have an adverse impact on TDS’ businesses, financial condition or results of operations.

Table of Contents

Cash and Cash Equivalents

Cash and cash equivalents include cash and money market investments. The primary objective of TDS’ Cash and cash equivalents investment activities is to preserve principal. Cash held by U.S. Cellular is for its operational needs and acquisition, capital expenditure and business development programs. TDS does not have direct access to U.S. Cellular cash unless U.S. Cellular pays a dividend on its common stock. U.S. Cellular has no current intention to pay a dividend to its shareholders.

| At September 30, 2016 and December 31, 2015, TDS’ consolidated cash and cash equivalents totaled $985 million. The majority of TDS’ Cash and cash equivalents was held in bank deposit accounts and in money market funds that invest exclusively in U.S. Treasury Notes or in repurchase agreements fully collateralized by such obligations. TDS monitors the financial viability of the money market funds and direct investments in which it invests and believes that the credit risk associated with these investments is low.

Financing

TDS and U.S. Cellular have revolving credit facilities available for general corporate purposes. In June 2016, TDS entered into a new $400 million revo lving credit agreement with certain lenders and other parties and U.S. Cellular entered into a new $300 million revolving credit agreement with certain lenders and other parties. As a result of the new agreements, TDS’ and U.S. Cellular’s revolving credit agreements due to expire in December 2017 were terminated. Amounts under both of the new revolving credit facilities may be borrowed, repaid and reborrowed from time-to-time until maturity in June 2021. Certain TDS and U.S. Ce llular wholly-owned subsidiaries have jointly and severally unconditionally guaranteed the payment and performance of the obligations of TDS and U.S. Cellular under the revolving credit agreements. As of September 30, 2016, there were no outstanding borrowings under the revolving credit facilities, except for letters of credit, and TDS and U.S. Cellular’s unused capacity under their revolving credit facilities was $399 million and $284 million, respectively. The continued availability of the new revolving credit facilities requires TDS and U.S. Cellular to comply with certain negative and affirmative covenants, maintain certain financial ratios and provide repres entations on certain matters at the time of each borrowing. See Note 8 — Debt in the Notes to Consolidated Financial Statements for additional information.

In June 2016, U.S. Cellular al so amended and restated its senior term loan credit facility. Certain modifications were made to the financial covenants and subsidiary guarantees were added in order to align with the new revolving credit agreements. There were no significant changes to the maturity date or other key terms of the agreement.

TDS and U.S. Cellular believe they were in compliance with all of the financial covenants and requirements set forth in their revolving credit facilities and the senior term loan credit facility as of September 30, 2016.

TDS and U.S. Cellular have in place effective shelf registration statements on Form S-3 to issue senior or subordinated debt securities.

The proceeds from any of the aforementioned financing facilities are available for general corporate purposes, including spectrum purchases and capital expenditures.

The long-term debt payments due for the remainder of 2016 and the next four years represent less than 3% of TDS’ total long-term debt obligation measured as of September 30, 2016.

Table of Contents

Capital Expenditures

Capital expenditures (i.e., additions to property, plant and equipment and system development expenditures), which in clude accruals and capitalized interest, in 2016 and 2015 were as follows:

| U.S. Cellular’s capital expenditures for 2016 are expected to be approximately $500 million. These expenditures are expected to be for the following general purposes: Expand and enhance network coverage, inc luding construction of a new regional c onnectivity center and provide additional capacity to accommodate increased network usage, principally data usage, by current customers; Deploy VoLTE technology; Expand and enhance the retail store network; and Develo p and enhance business systems. TDS Telecom’s capital expenditures for 2016 are expected to be $180 million. These expenditures are expected to be for the following general purposes: Maintain and enhance existing infrastructure a t Wireline, Cable and HMS; Complete currently planned fiber expansion in existing Wireline markets and upgrades in Cable markets to support video and super high-speed data; and Success-based spending to sustain managedIP, IPTV, Cable and HMS growth.

TDS plans to finance its capital expenditures program for 2016 using primarily Cash flows from operating activities and, as necessary, existing cash balances and borrowings under its revolving credit agreements and/or other long-t erm debt.

Acquisitions, Divestitures and Exchanges

TDS may be engaged from time-to-time in negotiations relating to the acquisition, divestiture or exchange of companies, properties, wireless spectrum and other possible businesses. In general, TDS may not disclose such transactions until there is a definitive agreement. TDS assesses its business interests on an ongoing basis with a goal of improving the competitiveness of its operations and maximizing its long-term return on capital. As part of this stra tegy, TDS reviews attractive opportunities to acquire additional wireless operating markets and wireless spectrum; and telecommunications, cable, HMS or other possible businesses. TDS also may seek to divest outright or include in exchanges for other inte rests those interests that are not strategic to its long-term success.

On July 15, 2016, the FCC announced U.S. Cellular as a qualified bidder in the FCC’s forward auction of 600 MHz spectrum licenses, referred to as Auction 1002, which then commenced on August 16, 2016. In recent FCC auctions, U.S. Cellular has not been a bidder, but has participated as a limited partner in “designated entities” that qualified for a 25% bidding credit on licenses won in the auction. U.S. Cellular will not participate t hrough a designated entity in Auction 1002. See “Regulatory Matters — FCC Auction 1002.” Prior to becoming a qualified bidder, U.S. Cellular was required to make an upfront payment, the size of which established its initial bidding eligibility. Accordin gly, i n the second quarter of 2016, U.S. Cellular made an upfront payment to the FCC of $143 million. If U.S. Cellular becomes a winning bidder in the auction, it could be required to make additional payments to the FCC that cou ld be substantial. In such event, U.S. Cellular could finance such payments from its existing cash balances, borrowings under its revolving credit agreement and/or additional long-term debt. Further, if U.S. Cellular is not the winning bidder for any lic enses, or is the winning bidder for licenses with an aggregate bid price that is less than the upfront payment, all or a portion of the upfront payment will be refunded to U.S. Cellular.

Table of Contents

In 2015 and 2016, U.S. Cellular entered into multiple spectrum licens e purchase agreements. The aggregate purchase price for these spectrum licenses is $56 million, of which $46 million closed in the nine months ended September 30, 2016. In 2016, U.S. Cellular also entered into multiple agreements with third parties to transfer FCC licenses in non-operating markets and receive FCC licenses in operating markets. The agreements provide for the transfer of certain AWS and PCS spectrum licenses and approximately $29 million, net, in cash to U.S. Cellular, in exchange for U.S. Cellular transferring certain AWS, PCS and 700 MHz spectrum licenses to the third partie s. Through September 30, 2016, certain of the exchange transactions have closed and U.S. Cellular has received $15 million of cash in conjunction with such closed transactions. The remaining license purchase and exchange transa ctions are expected to close in the fourth quarter of 2016. See Note 5 — Acquisitions, Divestitures and Exchanges in the Notes to Consolidated Financial Statements for additional informa tion related to these transactions.

Variable Interest Entities

TDS consolidates certain entities as “variable interest entities” under GAAP. See Note 9 — Variable Interest En tities in the Notes to Consolidated Financial Statements for additional information related to these variable interest entities. TDS may elect to make capital contributions and/or advances to variable interest entities in order to fund their operations.

Common Share Repurchase Programs

TDS and U.S. Cellular have repurchased and expect to continue to repurchase their Common Shares, in each case subject to any available repurchase program. Share repurchases made under these programs in 2016 and 2015 were as follows:

| Number of |  | Average Cost |  | Dollar Amount
Nine Months Ended September 30, | Shares |  | Per Share |  | (in millions)
2016 |  |  |  |  |  |  |
| TDS Common Shares | 111,700 |  | $ | 22.56 |  | $ | 3
| U.S. Cellular Common Shares | 46,861 |  | $ | 34.77 |  | $ | 2
2015 |  |  |  |  |  |  |
| TDS Common Shares | – |  | $ | – |  | $ | –
| U.S. Cellular Common Shares | 153,878 |  | $ | 34.85 |  | $ | 5

For additional information related to the current TDS repurchase authorization, see Unregistered Sales of Equity Securities and Use of Proceeds.

On November 17, 2009, the Board of Directors of U.S. Cellular authorized the repurchase of up to 1,300,000 Common Shares on an annual basis beginning in 2009 and continuing each year thereafter, on a cumulative basis. As of September 30, 2016, the cumulative maximum number of shares that may be repurchased under this program is 6,008,437 U.S. Cellular Common Shares. These purch ases will be made pursuant to open market purchases, block purchases, private purchases or otherwise, depending on market conditions. This authorization does not have an expiration date.

Contractual and Other Obligations

There were no material changes outside the ordinary course of business between December 31, 2015 and September 30, 2016 to the Contractual and Other Obligations disclosed i n Management’s Discussion and Analysis of Financial Condition and Results of Operations included in TDS’ Form 10-K for the year ended December 31, 2015.

Off-Balance Sheet Arrangements

TDS had no transactions, agreements or other contractual arrangements with unconsolidated entities involving “off-balance sheet arrangements,” as defined by SEC rules, that had or are reasonably likely to have a material current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Table of Conten ts

Consolidated Cash Flow Analysis

TDS operates a capital- and marketing-intensive business. TDS makes substantial investments to acquire wireless licenses and pr operties and to construct and upgrade communications networks and facilities as a basis for creating long-term value for shareholders. In recent years, rapid changes in technology and new opportunities have required substantial investments in potentially revenue‑enhancing and cost-reducing upgrades to TDS’ networks. TDS utilizes cash on hand, cash from operating activities, cash proceeds from divestitures and dispositions of investments, short-term credit facilities and long-term debt financing to fund it s acquisitions (including licenses), construction costs, operating expenses and share repurchases. Cash flows may fluctuate from quarter-to-quarter and year-to-year due to seasonality, the timing of acquisitions and divestitures, capital expenditures and other factors. The following discussion summarizes TDS' cash flow activities for the nine months ended September 30, 2016 and 2015.

2016 Commentary

TDS’ Cash and cash equivalents remained flat in since December 31, 2015. Net cash provided by operating activities was $638 million in 2016 due primarily to net income of $58 million plus non-cash items of $641 million and distributions received from unconsolidated entities of $55 million, including a $10 m illion distribution from the LA Partnership. This was partially offset by changes in working capital items which decreased cash by $116 million. The decrease in working capital items was due primarily to a $160 million increase in equipment installment plan receivables, which are expected to continue to increase and further require the use of working capital in the near term. This was partially offset by a federal tax refund of $63 million related to an overpayment of the 2015 tax liability, which resulted from the enactment of federal bonus depreciation in December 2015.

The net cash provided by operating activities was offset by Cash flows used for investing activities of $594 m illion. Cash paid in 2016 for additions to property, plant and equipment totaled $426 million. In June 2016, U.S. Cellular made a deposit of $143 million to the FCC for its participation in Auction 1002. Cash paid for acquisitions and licenses in 2016 was $46 million partially offset by Cash received from divestitures and exchanges of $20 million. See Note 5 — Acquisitions, Divestitures and Exchanges in the Notes to Consolidated Financial Statements for additional information related to these transactions.

Cash flows used for financing activities were $44 million, reflecting ordinary activity such as the payment of dividends and the scheduled repayments of debt.

2015 Commentary

TDS’ Cash and cash equivalents increased $393 million in 2015. Net cash provided by operating activ ities was $727 million in 2015 due to net income of $265 million plus non-cash items of $3 29 million, distributions received of $45 million and positive changes in working capital items of $88 million. The LA Partnership did not make a distribution in 2015.

Cash flows used for investing activities were $514 million in 2015. Cash paid for additions to property, plant and equipment totaled $558 million in 2015. During 2015, a $278 million payment was made by Advantage Spectrum L.P. (see Note 9 — Variable Interest Entities in the Notes to Consolidated Financial Statements) to the FCC for licenses for which it was the provisional winning bidder i n Auction 97. Cash received from divestitures and exchanges in 2015 included $145 million related to licenses and $142 million related to the sale of 359 towers and certain related contracts, assets an d liabilities.

Cash flows from financing activities were $180 million due primarily to U.S. Cellular borrowing $225 million on its senior term loan cr edit facility in July 2015.

Other Information

In October 2016, U.S. Cellular was informed by the general partner of the LA Partnership that U.S. Cellular will receive a distribution of $19 million in November 2016.

Table of Contents

Consolidated Balance Sheet Analysis

The following discussion addresses certain captions in the consolidated balance sheet and changes therein. This discussion is intended to highlight the significant changes and is not intended to fully reconcile the changes. Changes in financial condition during 2016 are as follows:

Income taxes receivable

Income taxes receivable decreased $64 million due primarily to the receipt of a federal income tax refund of $63 million in March 2016.

Assets held for sale

Assets held for sale increased $16 million due to reclassification of Licenses to this account as a result of exchanges w ith third parties. The license exchange agreements are expected to close in the fourth quarter of 2016. See Note 5 — Acquisitions, Divestitures and Exc hanges in the Notes to Consolidated Financial Statements for additional information.

Other assets and deferred charges

Other assets and deferred charges increased $195 million due primarily to an upfr ont payment of $143 million to the FCC to establish U.S. Cellular’s initial bidding eligibility for its participation in Auction 1002 and a $75 million increase in the long-term portion of unbilled equipment installment plan receivables, net, due to the offering of longer term equipment installment plan contracts and the increased adoption of such contracts. See Note 3 — Equipment Installment Plans and Note 5 — Acquisitions, Divestitures and Exchanges in the Notes to Consolidated Financial Statements for additional information related to these balances.

Other current liabilities

Other current liabilities decreased $42 million due primarily to a decline in the amounts due to U.S. Cellular agents driven by lower sales volume and mix shift to lower cost devices.

Table of Contents

Supplemental Information Relating to Non-GAAP Financial Measures

TDS sometimes uses information derived from consolidated financial information but not presented in its financial statements prepared in accordance with U.S. GAAP to evaluate the per formance of its business. Certain of these measures are considered “non-GAAP financial measures” under U.S. Securities and Exchange Commission Rules. Specifically, TDS has referred to the following measures in this Form 10-Q Report:

- EBITDA
- Adjusted EBITD A
- Operating cash flow
- Free cash flow
- Adjusted free cash flow
- Postpaid ABPU

- Postpaid ABPA

Following are explanations of each of these measures.

Adjusted EBITDA and Operating Cash Flow

Adjusted EBITDA (earnings before interest, taxes, depreciation, amortizat ion and accretion) is defined as net income adjusted for the items set forth in the reconciliation below. Operating cash flow is defined as net income adjusted for the items set forth in the reconciliation below. Adjusted EBITDA and Operating cash flow a re not measures of financial performance under GAAP and should not be considered as alternatives to Net income or Cash flows from operating activities, as indicators of cash flows or as measures of liquidity. TDS does not intend to imply that any such ite ms set forth in the reconciliation below are non-recurring, infrequent or unusual; such items may occur in the future.

Adjusted EBITDA is a segment measure reported to the chief operating decision maker for purposes of making decisions about allocating res ources to the segments and assessing their performance. See Note 11 — Business Segment Information in the Notes to Consolidated Financial Statements for additional information.

Management use s Adjusted EBITDA and Operating cash flow as measurements of profitability, and therefore reconciliations to applicable GAAP income measures are deemed appropriate. Management believes Adjusted EBITDA and Operating cash flow are useful measures of TDS’ op erating results before significant recurring non-cash charges, gains and losses, and other items as presented below as they provide additional relevant and useful information to investors and other users of TDS’ financial data in evaluating the effectivene ss of its operations and underlying business trends in a manner that is consistent with management’s evaluation of business performance. Adjusted EBITDA shows adjusted earnings before interest, taxes, depreciation, amortization and accretion, and gains an d losses, while Operating cash flow reduces this measure further to exclude Equity in earnings of unconsolidated entities and Interest and dividend income in order to more effectively show the performance of operating activities excluding investment activi ties. The following table reconciles Adjusted EBITDA and Operating cash flow to the corresponding GAAP measure, Net income or Income (loss) before income taxes. Income tax expense is not provided at the individual segment level for Wireline, Cable and HM S. TDS calculates income tax expense for TDS Telecom in total.

Table of Contents

|  |  | Three Months Ended |  | Nine Months Ended
|  |  | September 30, |  | September 30,
TDS - CONSOLIDATED | 2016 |  | 2015 |  | 2016 |  | 2015
(Dollars in millions) |  |  |  |  |  |  |  |  |  |  |
Net i ncome (GAAP) | $ | 16 |  | $ | 62 |  | $ | 58 |  | $ | 265
Add back: |  |  |  |  |  |  |  |  |  |  |
| Income tax expense |  | 14 |  |  | 46 |  |  | 45 |  |  | 178
| Inter est expense |  | 42 |  |  | 35 |  |  | 127 |  |  | 103
| Depre ciation, amortization and accretion |  | 214 |  |  | 211 |  |  | 636 |  |  | 628
EBITDA (Non-GAAP) |  | 286 |  |  | 354 |  |  | 866 |  |  | 1,174
Add back or deduct: |  |  |  |  |  |  |  |  |  |  |
| (Gain) loss on sale of business and other exit costs, net |  | – |  |  | (1) |  |  | (1) |  |  | (130)
| (Gain) loss on license sales and exchanges, net |  | (7) |  |  | (24) |  |  | (16) |  |  | (147)
| (Gain) loss on asset disposals, net |  | 8 |  |  | 5 |  |  | 20 |  |  | 15
Adjusted EBITDA (Non-GAAP) |  | 287 |  |  | 334 |  |  | 869 |  |  | 912
Deduct: |  |  |  |  |  |  |  |  |  |  |
| Equity in earnings of unconsolidated entities |  | 38 |  |  | 40 |  |  | 109 |  |  | 110
| Inter est and dividend income |  | 15 |  |  | 10 |  |  | 44 |  |  | 28
| Other, net |  | (1) |  |  | – |  |  | 1 |  |  | –
Operating cash flow (Non-GAAP) |  | 235 |  |  | 284 |  |  | 715 |  |  | 774
Deduct: |  |  |  |  |  |  |  |  |  |  |
| Depreciation, amortization and accretion |  | 214 |  |  | 211 |  |  | 636 |  |  | 628
| (Gain) loss on sale of business and other exit costs, net |  | – |  |  | (1) |  |  | (1) |  |  | (130)
| (Gain) loss on license sales and exchanges, net |  | (7) |  |  | (24) |  |  | (16) |  |  | (147)
| (Gain) loss on asset disposals, net |  | 8 |  |  | 5 |  |  | 20 |  |  | 15
Operating income (GAAP) | $ | 20 |  | $ | 93 |  | $ | 76 |  | $ | 408

|  |  | Three Months Ended |  | Nine Months Ended
|  |  | September 30, |  | September 30,
U.S. CELLULAR | 2016 |  | 2015 |  | 2016 |  | 2015
(Dollars in millions) |  |  |  |  |  |  |  |  |  |  |
Net i ncome (GAAP) | $ | 18 |  | $ | 65 |  | $ | 54 |  | $ | 250
Add back: |  |  |  |  |  |  |  |  |  |  |
| Income tax expense |  | 15 |  |  | 41 |  |  | 39 |  |  | 161
| Inter est expense |  | 28 |  |  | 21 |  |  | 84 |  |  | 61
| Depre ciation, amortization and accretion |  | 155 |  |  | 152 |  |  | 462 |  |  | 450
EBITDA (Non-GAAP) |  | 216 |  |  | 279 |  |  | 639 |  |  | 922
Add back or deduct: |  |  |  |  |  |  |  |  |  |  |
| (Gain) loss on sale of business and other exit costs, net |  | – |  |  | (1) |  |  | – |  |  | (114)
| (Gain) loss on license sales and exchanges, net |  | (7) |  |  | (24) |  |  | (16) |  |  | (147)
| (Gain) loss on asset disposals, net |  | 7 |  |  | 3 |  |  | 16 |  |  | 12
Adjusted EBITDA (Non-GAAP) |  | 216 |  |  | 257 |  |  | 639 |  |  | 673
Deduct: |  |  |  |  |  |  |  |  |  |  |
| Equity in earnings of unconsolidated entities |  | 38 |  |  | 40 |  |  | 110 |  |  | 110
| Inter est and dividend income |  | 14 |  |  | 9 |  |  | 41 |  |  | 26
| Other, net |  | – |  |  | – |  |  | – |  |  | (1)
Operating cash flow (Non-GAAP) |  | 164 |  |  | 208 |  |  | 488 |  |  | 538
Deduct: |  |  |  |  |  |  |  |  |  |  |
| Depreciation, amortization and accretion |  | 155 |  |  | 152 |  |  | 462 |  |  | 450
| (Gain) loss on sale of business and other exit costs, net |  | – |  |  | (1) |  |  | – |  |  | (114)
| (Gain) loss on license sales and exchanges, net |  | (7) |  |  | (24) |  |  | (16) |  |  | (147)
| (Gain) loss on asset disposals, net |  | 7 |  |  | 3 |  |  | 16 |  |  | 12
Operating income (GAAP) | $ | 9 |  | $ | 78 |  | $ | 26 |  | $ | 337

Table of Contents

|  |  | Three Months Ended |  | Nine Months Ended
|  |  | September 30, |  | September 30,
TDS TELECOM | 2016 |  | 2015 |  | 2016 |  | 2015
(Dollars in millions) |  |  |  |  |  |  |  |  |  |  |
Net i ncome (GAAP) | $ | 7 |  | $ | 9 |  | $ | 32 |  | $ | 38
Add back: |  |  |  |  |  |  |  |  |  |  |
| Income tax expense |  | 4 |  |  | 8 |  |  | 20 |  |  | 27
| Inter est expense |  | 1 |  |  | – |  |  | 2 |  |  | –
| Depre ciation, amortization and accretion |  | 57 |  |  | 57 |  |  | 168 |  |  | 170
EBITDA (Non-GAAP) |  | 69 |  |  | 74 |  |  | 223 |  |  | 236
Add back or deduct: |  |  |  |  |  |  |  |  |  |  |
| (Gain) loss on sale of business and other exit costs, net |  | – |  |  | – |  |  | – |  |  | (3)
| (Gain) loss on asset disposals, net |  | 2 |  |  | 2 |  |  | 4 |  |  | 3
Adjusted EBITDA (Non-GAAP) |  | 71 |  |  | 76 |  |  | 226 |  |  | 236
Deduct: |  |  |  |  |  |  |  |  |  |  |
| Interest and dividend income |  | 1 |  |  | 1 |  |  | 2 |  |  | 2
Operat ing cash flow (Non-GAAP) |  | 70 |  |  | 76 |  |  | 225 |  |  | 234
Deduct: |  |  |  |  |  |  |  |  |  |  |
| Depreciation, amortization and accretion |  | 57 |  |  | 57 |  |  | 168 |  |  | 170
| (Gain) loss on sale of business and other exit costs, net |  | – |  |  | – |  |  | – |  |  | (3)
| (Gain) loss on asset disposals, net |  | 2 |  |  | 2 |  |  | 4 |  |  | 3
Operating income (GAAP) | $ | 12 |  | $ | 17 |  | $ | 53 |  | $ | 64
Numbers may not foot due to rounding. |  |  |  |  |  |  |  |  |  |  |

|  |  | Three Months Ended |  | Nine Months Ended
|  |  | September 30, |  | September 30,
WIRELINE | 2016 |  | 2015 |  | 2016 |  | 2015
(Dollars in millions) |  |  |  |  |  |  |  |  |  |  |
Incom e before income taxes (GAAP) | $ | 17 |  | $ | 19 |  | $ | 63 |  | $ | 70
Add back: |  |  |  |  |  |  |  |  |  |  |
| Interest expense |  | – |  |  | – |  |  | (1) |  |  | (1)
| Depre ciation, amortization and accretion |  | 41 |  |  | 41 |  |  | 119 |  |  | 124
EBITDA (Non-GAAP) |  | 57 |  |  | 60 |  |  | 182 |  |  | 193
Add back or deduct: |  |  |  |  |  |  |  |  |  |  |
| (Gain) loss on sale of business and other exit costs, net |  | – |  |  | – |  |  | – |  |  | (3)
| (Gain) loss on asset disposals, net |  | 1 |  |  | 2 |  |  | 2 |  |  | 3
Adjusted EBITDA (Non-GAAP) |  | 58 |  |  | 61 |  |  | 183 |  |  | 193
Deduct: |  |  |  |  |  |  |  |  |  |  |
| Interest and dividend income |  | 1 |  |  | 1 |  |  | 2 |  |  | 2
Operating cash flow (Non-GAAP) |  | 57 |  |  | 61 |  |  | 182 |  |  | 192
Deduct: |  |  |  |  |  |  |  |  |  |  |
| Depreciation, amortization and accretion |  | 41 |  |  | 41 |  |  | 119 |  |  | 124
| (Gain) loss on sale of business and other exit costs, net |  | – |  |  | – |  |  | – |  |  | (3)
| (Gain) loss on asset disposals, net |  | 1 |  |  | 2 |  |  | 2 |  |  | 3
Operating income (GAAP) | $ | 16 |  | $ | 18 |  | $ | 61 |  | $ | 67
Numbers may not foot due to rounding. |  |  |  |  |  |  |  |  |  |  |

Table of Contents

|  |  | Three Months Ended |  | Nine Months Ended
|  |  | September 30, |  | September 30,
CABLE | 2016 |  | 2015 |  | 2016 |  | 2015
(Dollars in millions) |  |  |  |  |  |  |  |  |  |  |
Incom e before income taxes (GAAP) | $ | – |  | $ | 1 |  | $ | 1 |  | $ | 7
Add back: |  |  |  |  |  |  |  |  |  |  |
| Depreciation, amortization and accretion |  | 9 |  |  | 9 |  |  | 27 |  |  | 26
EBITDA (Non-GAAP) |  | 9 |  |  | 10 |  |  | 28 |  |  | 32
Add back or deduct: |  |  |  |  |  |  |  |  |  |  |
| (Gain) loss on asset disposals, net |  | 1 |  |  | – |  |  | 2 |  |  | (1)
Adjusted EBITDA (Non-GAAP) |  | 10 |  |  | 10 |  |  | 30 |  |  | 32
Deduct: |  |  |  |  |  |  |  |  |  |  |
| Other, net |  | – |  |  | – |  |  | – |  |  | –
Operating cash flow (Non-GAAP) |  | 10 |  |  | 10 |  |  | 30 |  |  | 32
Deduct: |  |  |  |  |  |  |  |  |  |  |
| Depreciation, amortization and accretion |  | 9 |  |  | 9 |  |  | 27 |  |  | 26
| (Gain) loss on asset disposals, net |  | 1 |  |  | – |  |  | 2 |  |  | (1)
Operating income (GAAP) | $ | – |  | $ | 1 |  | $ | 1 |  | $ | 6
Numbers may not foot due to rounding. |  |  |  |  |  |  |  |  |  |  |

|  |  | Three Months Ended |  | Nine Months Ended
|  |  | September 30, |  | September 30,
HMS | 2016 |  | 2015 |  | 2016 |  | 2015
(Dollars in millions) |  |  |  |  |  |  |  |  |  |  |
Loss before income taxes (GAAP) | $ | (6) |  | $ | (2) |  | $ | (12) |  | $ | (11)
Add back: |  |  |  |  |  |  |  |  |  |  |
| Interest expense |  | 1 |  |  | 1 |  |  | 3 |  |  | 2
| Depre ciation, amortization and accretion |  | 7 |  |  | 7 |  |  | 22 |  |  | 20
EBITDA (Non-GAAP) |  | 3 |  |  | 5 |  |  | 13 |  |  | 10
Add back or deduct: |  |  |  |  |  |  |  |  |  |  |
| (Gain) loss on asset disposals, net |  | – |  |  | – |  |  | – |  |  | –
Adjusted EBITDA (Non-GAAP) |  | 3 |  |  | 5 |  |  | 13 |  |  | 10
Deduct: |  |  |  |  |  |  |  |  |  |  |
| Other, net |  | – |  |  | – |  |  | – |  |  | –
Operating cash flow (Non-GAAP) |  | 3 |  |  | 5 |  |  | 13 |  |  | 10
Deduct: |  |  |  |  |  |  |  |  |  |  |
| Depreciation, amortization and accretion |  | 7 |  |  | 7 |  |  | 22 |  |  | 20
| (Gain) loss on asset disposals, net |  | – |  |  | – |  |  | – |  |  | –
Operating loss (GAAP) | $ | (5) |  | $ | (2) |  | $ | (9) |  | $ | (10)
Numbers may not foot due to rounding. |  |  |  |  |  |  |  |  |  |  |

Table of Contents

Free Cash Flow and Adjusted Free Cash Flow

The following table presents Free cash flow and Adjusted free cash flow. Management uses Free cash flow as a liquidity measure and it is defined as Cash flows from operating activities less Cash paid for additions to property, plant and equipment. 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 F lows), less Cash paid for additions to property, plant and equipment. Free cash flow and Adjusted free cash flow are non-GAAP financial measures which TDS believes may be useful to investors and other users of its financial information in evaluating liqui dity, specifically, the amount of cash generated by business operations (including cash proceeds from the Sprint Cost Reimbursement), after Cash paid for additions to property, plant and equipment.

|  |  | Nine Months Ended September 30,
| 2016 |  | 2015
(Dollars in millions) |  |  |  |  |
Cash flows from operating activities (GAAP) | $ | 638 |  | $ | 727
Less: Cash paid for additions to property, plant and equipment |  | 426 |  |  | 558
| Free cash flow (Non-GAAP) | $ | 212 |  | $ | 169
Add: Sprint Cost Reimbursement 1 |  | 5 |  |  | 28
| Adjusted free cash flow (Non-GAAP) | $ | 217 |  | $ | 197
1 | On May 16, 2013, pursuant to a Purchase and Sale Agreement, U.S. Cellular sold customers and certain PCS spectrum licenses to subsidiaries of Sprint Corp. fka Sprint Nextel Corporation (“Sprint”) in U.S. Cellular’s Chicago, central Illinois, St. Louis and certain Indiana/Michigan/Ohio markets in consideration for $480 million in cash. The Purchase and Sale Agreement also contemplated certain other agreements. These agreements require Sprint to reimburse U.S. Cellul ar up to $200 million (the “Sprint Cost Reimbursement”) for certain network decommissioning costs, network site lease rent and termination costs, network access termination costs, and employee termination benefits for specified engineering employees.

Table of Contents

Postpaid ABPU and Postpaid ABPA

U.S. Cellular presents Postpaid ABPU and Postpaid ABPA to reflect the revenue shift from Service revenues to Equipment and product sales resulting from the increased adoption of equipment installment plans. Postpaid ABPU an d Postpaid ABPA, as previously defined, are non-GAAP financial measures which U.S. Cellular believes are useful to investors and other users of its financial information in showing trends in both service and equipment and product sales revenues received fr om customers.

|  |  | Three Months Ended September 30, |  | Nine Months Ended September 30,
| 2016 |  | 2015 |  | 2016 |  | 2015
(Dollars and connection counts in millions) |  |  |  |  |  |  |  |  |  |  |
Calculation of Postpaid ARPU |  |  |  |  |  |  |  |  |  |  |
Postpaid service revenues | $ | 635 |  | $ | 755 |  | $ | 1,910 |  | $ | 2,156
Average number of postpaid connections |  | 4.49 |  |  | 4.33 |  |  | 4.46 |  |  | 4.31
Number of months in period |  | 3 |  |  | 3 |  |  | 9 |  |  | 9
| Postpaid ARPU (GAAP metric) | $ | 47.08 |  | $ | 58.12 |  | $ | 47.54 |  | $ | 55.54
Calculation of Postpaid ABPU |  |  |  |  |  |  |  |  |  |  |
Postpaid service revenues | $ | 635 |  | $ | 755 |  | $ | 1,910 |  | $ | 2,156
Equipment installment plan billings |  | 131 |  |  | 75 |  |  | 353 |  |  | 180
| Total billings to postpaid connections | $ | 766 |  | $ | 830 |  | $ | 2,263 |  | $ | 2,336
Average number of postpaid connections |  | 4.49 |  |  | 4.33 |  |  | 4.46 |  |  | 4.31
Number of months in period |  | 3 |  |  | 3 |  |  | 9 |  |  | 9
| Postpaid ABPU (Non-GAAP metric) | $ | 56.79 |  | $ | 63.88 |  | $ | 56.34 |  | $ | 60.15
Calculation of Postpaid ARPA |  |  |  |  |  |  |  |  |  |  |
Postpaid service revenues | $ | 635 |  | $ | 755 |  | $ | 1,910 |  | $ | 2,156
Average number of postpaid accounts |  | 1.69 |  |  | 1.71 |  |  | 1.69 |  |  | 1.73
Number of months in period |  | 3 |  |  | 3 |  |  | 9 |  |  | 9
| Postpaid ARPA (GAAP metric) | $ | 125.31 |  | $ | 147.00 |  | $ | 125.21 |  | $ | 138.55
Calculation of Postpaid ABPA |  |  |  |  |  |  |  |  |  |  |
Postpaid service revenues | $ | 635 |  | $ | 755 |  | $ | 1,910 |  | $ | 2,156
Equipment installment plan billings |  | 131 |  |  | 75 |  |  | 353 |  |  | 180
| Total billings to postpaid accounts | $ | 766 |  | $ | 830 |  | $ | 2,263 |  | $ | 2,336
Average number of postpaid accounts |  | 1.69 |  |  | 1.71 |  |  | 1.69 |  |  | 1.73
Number of months in period |  | 3 |  |  | 3 |  |  | 9 |  |  | 9
| Postpaid ABPA (Non-GAAP metric) | $ | 151.16 |  | $ | 161.57 |  | $ | 148.37 |  | $ | 150.06

Application of Critical Accounting P olicies and Estimates

TDS prepares its consolidated financial statements in accordance with GAAP. TDS’ significant accounting policies are discussed in detail in Note 1 — Summary of Significant Accounting Policies and Recent Accounting Pronouncements in the Notes to Consolidated Financial Statements and TDS’ Application of Critical Accounting Policies and Estimates is discussed in detail in Management’s Discussion and Analysis of Financial Condition and Results of Operations, both of which are included in TDS’ Form 10-K for the year ended December 31, 2015. There were no material changes to TDS’ application of critical accounting policies and estimates during the nine months ended September 30, 2016.

Recent Accounting Pronouncements

See Note 1 — Basis of Presentation in the Notes to Consolidated Financial Statements for information on recent accounting pronouncements.

Table of Contents

Regulatory Matters

The discussion below includes updates related to recent regulatory developments. These updates should be read in conjunction with the disclosures previously provided under “Regulatory Matters” in TDS’ Form 10-K for the year ended December 31, 2015.

FCC Auction 1002

On July 15, 2016, the FCC announced U.S. Cellular as a qualified bidder in the FCC’s forward auction of 600 MHz spectrum licenses, referred to as Auction 1002. The first stage of forward auction bidding began on August 16, 2016 and ended on August 30, 2016 when the forward auction failed to reach the reserve price established by the FCC based on the first stage reverse auction. The second stage of the reverse auction began on September 13, 2016 and was followed by a second stage forward auction which began and ended on October 19, 2016. As necessary, the FCC will run additio nal reverse and forward auctions that will result in progressively lower prices in each reverse auction and less available spectrum for wireless carriers in each forward auction, until the prices in the reverse and forward auctions clear. Following a fina l and successful stage of the forward auction, the FCC will conduct an Assignment Phase Auction to assign specific frequencies to winners of licenses. It is expected that this process will continue into 2017. As a result of U.S. Cellular’s application to participate in Auction 1002, since February 10, 2016, TDS has been subject to FCC anti-collusion rules that place certain restrictions on public disclosures and business communications with other companies relating to U.S. Cellular’s participation. These restrictions will continue until the down payment deadline for Auction 1002, which will be ten business days after release of the FCC’s Channel Reassignment Public Notice, fo llowing the end of the auction. These anti-collusion rules, which could last a y ear or more from February 10, 2016, may restrict the conduct of certain TDS activities with other auction applicants as well as with nationwide providers of wireless services which are not applicants. The restrictions could have an adverse effect on TDS’ business, financial condition or results of operations.

FCC Connect America Fund (CAF)

On March 30, 2016, the FCC released an order modifying the existing USF program under which TDS receives approximately $50 million in annual support. The modification extend s the Connect America Fund (CAF) program to rate-of-return incumbent local exchange carriers for the purpose of extending broadband services, including stand alone broadband, in underserved and unserved rural areas. The FCC is providing rate-of-retur n carriers with two paths to receive funds from the CAF. The first path includes a voluntary model-based approach and includes support for a ten-year period in exchange for meeting defined build-out obligations, referred to as the Alternative Connect Amer ica Cost Model (“A-CAM”). This election must be done at the state level. The second path is based on existing rate-of-return mechanisms, but with substantial modifications. This path also includes defined build-out obligations. In August 2016, TDS Telec om obtained an offer (“the Offer”) from the FCC of the amount of support that would be received if it elec ted the A-CAM path. Under the O ffer and replacing its current level of funding, TDS Telecom would receive $82 million of support revenue annually for t en years. Unlike the current program, this support comes with an obligation to build defined broadband speeds to rea ch approximately 159,600 homes and will require capital expenditures over the ten-year period that may be significant.

TDS Telecom notifi ed the FCC of its decision to elect A-CAM support and the associated obli gations for all of its states. On November 2, 2016, the FCC released a notice stating that 216 rate-of-return carr iers elected the A-CAM model. Based upon carrier elections, the FCC’s stated support funding level would not be sufficient to meet the demand. The FCC has requested that parties file recommendations on measures that should be considered to address the support funding shortfall. Comments are due to the FCC by November 14, 2016. If the FCC issues revised offers to those carriers initially electing A-CAM, the carriers will then need to make another decisio n based on the updated offers. TDS Telecom cannot predict the likelihood of a second offer from the FCC or the details of such an offer. There is no assurance that the final A-CAM option will provide TDS Telecom with the level of support it received under previous federal support mechanisms.

FCC Net Neutrality Order

TDS previously disclosed that the FCC adopted rules relating to net neutrality which reclassified broadband internet access service under Title II, and that lawsuits had been filed challenging such rules and reclassification. In June 2016, the U.S. Court of Appeals for the District of Columbia Circuit uphe ld the FCC’s rules and recl assification. A request for a rehearing of this decision was filed in July 2016, and it is expected that this court decision also will be appealed and subject to further proceedings. TDS cannot predict the outcome of any further proceedings or the impact on its business.

Table of Contents

Private Securities Litigation Reform Act of 1995

Safe Harbor Cautionary Statement

This Form 10-Q, including exhibits, contains statements that are not based on historical facts and represent forward-looking statements, as this term is defined in the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, that address activities, events or developments that TDS intends, expects, projects, believes, estimates, plans or anticipates will or may occur in the future are f orward-looking statements. The words “believes,” “anticipates,” “estimates,” “expects,” “plans,” “intends,” “projects” and similar expressions are intended to identify these forward-looking statements, but are not the exclusive means of identifying them. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, events or developments to be significantly different from any future results, events or developments expressed or implied by su ch forward-looking statements. Such risks, uncertainties and other factors include those set forth below, as more fully described under “Risk Factors” in TDS’ Form 10-K for the year ended December 31, 2015. However, such factors are not necessarily all of the important factors that could cause actual results, performance or achievements to differ materially from those expressed in, or implied by, the forward-looking statements contained in this document. Oth er unknown or unpredictable factors also could have material adverse effects on future results, performance or achievements. TDS undertakes no obligation to update publicly any forward-looking statements whether as a result of new information, future even ts or otherwise. You should carefully consider the Risk Factors in TDS’ Form 10-K for the year ended December 31, 2015, the following factors and other information contained in, or incorporated by reference into, this Form 10-Q to understand the material risks relating to TDS’ business.

- Intense competition in the markets in which TDS operates could adversely affect TDS’ revenues or increase its costs to compete.
- A failure by TDS to successfully execute its business strategy (including planned acquisitions, spectrum acquisitions, divestitures and exchanges) or allocate resources or capital could have an adverse effect on TDS’ business, financial condition or results of operations.
- Uncertainty in TDS’ future cash flow and liquidity or in the ability to access capital, deterioration in the capital markets, other changes in TDS’ performance or market conditions, changes in TDS’ credit ratings or other factors could limit or restrict the availability of financing on terms and prices acceptable to TDS, which could require TDS to reduce its construction, development or acquisition programs, reduce the acquisition of spectrum licenses, and/or reduce or cease share repurchases and/or the payment of dividends.
- TDS has a signifi cant amount of indebtedness which could adversely affect its financial performance and in turn adversely affect its ability to make payments on its indebtedness, comply with terms of debt covenants and incur additional debt.
- Changes in roaming practices or other factors could cause TDS’ roaming revenues to decline from current levels, roaming expenses to increase from current levels and/or impact TDS’ ability to service its customers in geographic areas where TDS does not have its own network, which could h ave an adverse effect on TDS’ business, financial condition or results of operations.
- A failure by TDS to obtain access to adequate radio spectrum to meet current or anticipated future needs and/or to accurately predict future needs for radio spectrum coul d have an adverse effect on TDS’ business, financial condition or results of operations.
- To the extent conducted by the FCC, TDS may participate in FCC auctions of additional spectrum in the future directly or indirectly and, during certain periods, will b e subject to the FCC’s anti-collusion rules, which could have an adverse effect on TDS.
- Changes in the regulatory environment or a failure by TDS to timely or fully comply with any applicable regulatory requirements could adversely affect TDS’ business, fi nancial condition or results of operations.
- An inability to attract people of outstanding potential, to develop their potential through education and assignments, and to retain them by keeping them engaged, challenged and properly rewarded could have an ad verse effect on TDS' business, financial condition or results of operations.
- TDS’ assets are concentrated primarily in the U.S. telecommunications industry. Consequently, its operating results may fluctuate based on factors related primarily to conditions in this industry.
- TDS’ smaller scale relative to larger competitors that may have much greater financial and other resources than TDS could cause TDS to be unable to compete successfully, which could adversely affect its business, financial condition or re sults of operations.
- Changes in various business factors, including changes in demand, customer preferences and perceptions, price competition, churn from customer switching activity and other factors, could have an adverse effect on TDS’ business, financi al condition or results of operations.

Table of Contents

- Advances or changes in technology could render certain technologies used by TDS obsolete, could put TDS at a competitive disadvantage, could reduce TDS’ revenues or could increase its costs of doing business.
- Complexi ties associated with deploying new technologies present substantial risk and TDS’ investments in unproven technologies may not produce the benefits that TDS expects.
- TDS receives regulatory support and is subject to numerous surcharges and fees from federa l, state and local governments, and the applicability and the amount of the support and fees are subject to great uncertainty.
- Performance under device purchase agreements could have a material adverse impact on TDS' business, financial condition or result s of operations.
- Changes in TDS’ enterprise value, changes in the market supply or demand for wireless licenses, wireline or cable markets or IT service providers, adverse developments in the businesses or the industries in which TDS is involved and/or oth er factors could require TDS to recognize impairments in the carrying value of its licenses, goodwill, franchise rights and/or physical assets.
- Costs, integration problems or other factors associated with acquisitions, divestitures or exchanges of properti es or licenses and/or expansion of TDS’ businesses could have an adverse effect on TDS’ business, financial condition or results of operations.
- TDS offers customers the option to purchase certain devices under installment contracts which, compared to fixed-term service contracts, includes risks that TDS may possibly incur greater churn, lower cash flows, increased costs and/or increased bad debts expense due to differences in contract terms, which could have an adverse impact on TDS' financial condition or results of operations.
- A failure by TDS to complete significant network construction and systems implementation activities as part of its plans to improve the quality, coverage, capabilities and capacity of its networks and support systems could have an ad verse effect on its operations.
- Difficulties involving third parties with which TDS does business, including changes in TDS’ relationships with or financial or operational difficulties of key suppliers or independent agents and third party national retaile rs who market TDS’ services, could adversely affect TDS’ business, financial condition or results of operations.
- TDS has significant investments in entities that it does not control. Losses in the value of such investments could have an adverse effect on T DS’ financial condition or results of operations.
- A failure by TDS to maintain flexible and capable telecommunication networks or information technology, or a material disruption thereof, could have an adverse effect on TDS’ business, financial condition o r results of operations.
- TDS has experienced and, in the future, expects to experience cyber-attacks or other breaches of network or information technology security of varying degrees on a regular basis, which could have an adverse effect on TDS' business, financial condition or results of operations.
- The market price of TDS’ Common Shares is subject to fluctuations due to a variety of factors.
- Changes in facts or circumstances, including new or additional information, could require TDS to record charges in excess of amounts accrued in the financial statements, which could have an adverse effect on TDS’ business, financial condition or results of operations.
- Disruption in credit or other financial markets, a deterioration of U.S. or global economic condition s or other events could, among other things, impede TDS’ access to or increase the cost of financing its operating and investment activities and/or result in reduced revenues and lower operating income and cash flows, which would have an adverse effect on TDS’ business, financial condition or results of operations.
- Settlements, judgments, restraints on its current or future manner of doing business and/or legal costs resulting from pending and future litigation could have an adverse effect on TDS’ business, financial condition or results of operations.
- The possible development of adverse precedent in litigation or conclusions in professional studies to the effect that radio frequency emissions from wireless devices and/or cell sites cause harmful health cons equences, including cancer or tumors, or may interfere with various electronic medical devices such as pacemakers, could have an adverse effect on TDS’ wireless business, financial condition or results of operations.
- Claims of infringement of intellectual property and proprietary rights of others, primarily involving patent infringement claims, could prevent TDS from using necessary technology to provide products or services or subject TDS to expensive intellectual property litigation or monetary penalties, which could have an adverse effect on TDS’ business, financial condition or results of operations.

Table of Contents

- Certain matters, such as control by the TDS Voting Trust and provisions in the TDS Restated Certificate of Incorporation, may serve to discourage or make mo re difficult a change in control of TDS.
- Any of the foregoing events or other events could cause revenues, earnings, capital expenditures and/or any other financial or statistical information to vary from TDS’ forward-looking estimates by a material amount.

Risk Factors

In addition to the information se t forth in this Form 10-Q, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in TDS’ Annual Report on Form 10-K for the year ended December 31, 2015, which could material ly affect TDS’ business, financial condition or future results. The risks described in this Form 10-Q and the Form 10-K for the year ended December 31, 2015, may not be the onl y risks that could affect TDS. Additional unidentified or unrecognized risks and uncertainties could materially adversely affect TDS’ business, financial condi tion and/or operating results. Subject to the foregoing, TDS has not identified for disclosure any material changes to the risk factors as previously disclosed in TDS’ Annual Report on Form 10-K for the year ended December 31, 2015.

Quantitative and Qualitative Disclosures about Market Risk

MARKET RISK

Refer to the disclosure under Market Risk in TDS’ Form 10-K for the year ended December 31, 2015 for additional information, including information regarding required principal payments and the weighted average inte rest rates related to TDS’ L ong-term debt. There have been no material changes to such information since December 31, 2015. See Note 8 — Debt in the Notes to Consolidated Financial Statements for additional information.

See Note 2 — Fair Value Measurements in the Notes to Consolidated Financial Statements for additional info rmation related to the fa ir value of TDS’ L ong-term debt as of September 30, 2016.

Table of Contents

Financial Statements

Telephone and Data Systems, Inc.

Consolidated Statement of Operations

(Unaudited)

|  |  |  | Three Months Ended |  | Nine Months Ended
|  |  |  | September 30, |  | September 30,
| 2016 |  | 2015 |  | 2016 |  | 2015
(Dollars and shares in millions, except per share amounts) |  |  |  |  |  |  |  |  |  |  |
Operating revenues |  |  |  |  |  |  |  |  |  |  |
| Service | $ | 1,013 |  | $ | 1,138 |  | $ | 3,021 |  | $ | 3,282
| Equipment and product sales |  | 288 |  |  | 236 |  |  | 805 |  |  | 620
|  | Total operating revenues |  | 1,301 |  |  | 1,374 |  |  | 3,826 |  |  | 3,902
Operating expenses |  |  |  |  |  |  |  |  |  |  |
| Cost of services (excluding Depreciation, amortization and accretion reported below) |  | 305 |  |  | 303 |  |  | 891 |  |  | 897
| Cost of equipment and products |  | 321 |  |  | 337 |  |  | 921 |  |  | 907
| Selling, general and administrative |  | 440 |  |  | 450 |  |  | 1,299 |  |  | 1,324
| Depreciation, amortization and accretion |  | 214 |  |  | 211 |  |  | 636 |  |  | 628
| (Gain) loss on asset disposals, net |  | 8 |  |  | 5 |  |  | 20 |  |  | 15
| (Gain) loss on sale of business and other exit costs, net |  | – |  |  | (1) |  |  | (1) |  |  | (130)
| (Gain) loss on license sales and exchanges, net |  | (7) |  |  | (24) |  |  | (16) |  |  | (147)
|  | Total operating expenses |  | 1,281 |  |  | 1,281 |  |  | 3,750 |  |  | 3,494
Operating income |  | 20 |  |  | 93 |  |  | 76 |  |  | 408
Investment and other income (expense) |  |  |  |  |  |  |  |  |  |  |
| Equity in earnings of unconsolidated entities |  | 38 |  |  | 40 |  |  | 109 |  |  | 110
| Interest and dividend income |  | 15 |  |  | 10 |  |  | 44 |  |  | 28
| Interest expense |  | (42) |  |  | (35) |  |  | (127) |  |  | (103)
| Other, net |  | (1) |  |  | – |  |  | 1 |  |  | –
|  | Total investment and other income |  | 10 |  |  | 15 |  |  | 27 |  |  | 35
Income before income taxes |  | 30 |  |  | 108 |  |  | 103 |  |  | 443
| Income tax expense |  | 14 |  |  | 46 |  |  | 45 |  |  | 178
Net income |  | 16 |  |  | 62 |  |  | 58 |  |  | 265
Less: Net income attributable to noncontrolling |  |  |  |  |  |  |  |  |  |  |
interests, net of tax |  | 3 |  |  | 11 |  |  | 9 |  |  | 45
Net income attributable to TDS shareholders |  | 13 |  |  | 51 |  |  | 49 |  |  | 220
TDS Preferred dividend requirement |  | – |  |  | – |  |  | – |  |  | –
Net income available to TDS common shareholders | $ | 13 |  | $ | 51 |  | $ | 49 |  | $ | 220
Basic weighted average shares outstanding |  | 110 |  |  | 109 |  |  | 110 |  |  | 109
Basic earnings per share available to TDS common shareholders | $ | 0.12 |  | $ | 0.47 |  | $ | 0.44 |  | $ | 2.03
Diluted weighted average shares outstanding |  | 111 |  |  | 110 |  |  | 111 |  |  | 110
Diluted earnings per share available to TDS common shareholders | $ | 0.11 |  | $ | 0.46 |  | $ | 0.44 |  | $ | 1.99
Dividends per share to TDS shareholders | $ | 0.148 |  | $ | 0.141 |  | $ | 0.444 |  | $ | 0.423
The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

Telephone and Data Systems, Inc.

Consolidated Statement of Comprehensive Income

(Unaudited)

|  |  |  |  | Three Months Ended |  | Nine Months Ended
|  |  |  |  | September 30, |  | September 30,
| 2016 |  | 2015 |  | 2016 |  | 2015
(Dollars in millions) |  |  |  |  |  |  |  |  |  |  |
Net income | $ | 16 |  | $ | 62 |  | $ | 58 |  | $ | 265
| Net change in accumulated other comprehensive income |  |  |  |  |  |  |  |  |  |  |
|  | Change related to retirement plan |  |  |  |  |  |  |  |  |  |  |
|  |  | Amounts included in net periodic benefit cost |  |  |  |  |  |  |  |  |  |  |
|  |  |  | for the period |  |  |  |  |  |  |  |  |  |  |
|  |  |  | Change in prior service cost |  | – |  |  | (8) |  |  | (1) |  |  | (10)
|  |  |  | Change in unrecognized net loss |  | – |  |  | (1) |  |  | – |  |  | (1)
|  |  |  |  |  | – |  |  | (9) |  |  | (1) |  |  | (11)
|  |  | Change in deferred income taxes |  | – |  |  | 3 |  |  | 1 |  |  | 4
|  | Change related to retirement plan, net of tax |  | – |  |  | (6) |  |  | – |  |  | (7)
| Net change in accumulated other comprehensive income |  | – |  |  | (6) |  |  | – |  |  | (7)
Comprehensive income |  | 16 |  |  | 56 |  |  | 58 |  |  | 258
| Less: Net income attributable to noncontrolling |  |  |  |  |  |  |  |  |  |  |
|  | interests, net of tax |  | 3 |  |  | 11 |  |  | 9 |  |  | 45
Comprehensive income attributable to TDS shareholders | $ | 13 |  | $ | 45 |  | $ | 49 |  | $ | 213
The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

Telephone and Data Systems, Inc.

Consolidated Statement of Cash Flows

(Unaudited)

|  |  |  |  | Nine Months Ended
|  |  |  |  | September 30,
| 2016 |  | 2015
(Dollars in millions) |  |  |  |  |
Cash flows from operating activities |  |  |  |  |
| Net income | $ | 58 |  | $ | 265
| Add (deduct) adjustments to reconcile net income to net cash flows |  |  |  |  |
| from operating activities |  |  |  |  |
|  |  | Depreciation, amortization and accretion |  | 636 |  |  | 628
|  |  | Bad debts expense |  | 72 |  |  | 83
|  |  | Stock-based compensation expense |  | 29 |  |  | 29
|  |  | Deferred income taxes, net |  | 11 |  |  | (40)
|  |  | Equity in earnings of unconsolidated entities |  | (109) |  |  | (110)
|  |  | Distributions from unconsolidated entities |  | 55 |  |  | 45
|  |  | (Gain) loss on asset disposals, net |  | 20 |  |  | 15
|  |  | (Gain) loss on sale of business and other exit costs, net |  | (1) |  |  | (130)
|  |  | (Gain) loss on license sales and exchanges, net |  | (16) |  |  | (147)
|  |  | Noncash interest expense |  | 2 |  |  | 2
|  |  | Other operating activities |  | (3) |  |  | (1)
| Changes in assets and liabilities from operations |  |  |  |  |
|  |  | Accounts receivable |  | (9) |  |  | (94)
|  |  | Equipment installment plans receivable |  | (160) |  |  | (96)
|  |  | Inventory |  | 3 |  |  | 90
|  |  | Accounts payable |  | 47 |  |  | 125
|  |  | Customer deposits and deferred revenues |  | (41) |  |  | (50)
|  |  | Accrued taxes |  | 77 |  |  | 212
|  |  | Accrued interest |  | 7 |  |  | 11
|  |  | Other assets and liabilities |  | (40) |  |  | (110)
|  |  |  | Net cash provided by operating activities |  | 638 |  |  | 727
Cash fl ows from investing activities |  |  |  |  |
| Cash paid for additions to property, plant and equipment |  | (426) |  |  | (558)
| Cash paid for acquisitions and licenses |  | (46) |  |  | (287)
| Cash received from divestitures and exchanges |  | 20 |  |  | 325
| Federal Communications Commission deposit |  | (143) |  |  | –
| Other investing activities |  | 1 |  |  | 6
|  |  |  | Net cash used in investing activities |  | (594) |  |  | (514)
Cash fl ows from financing activities |  |  |  |  |
| Issuance of long-term debt |  | 2 |  |  | 225
| Repayment of long-term debt |  | (9) |  |  | (1)
| TDS Common Shares reissued for benefit plans, net of tax payments |  | 7 |  |  | 11
| U.S. Cellular Common Shares reissued for benefit plans, net of tax payments |  | 4 |  |  | (1)
| Repurchase of TDS Common Shares |  | (3) |  |  | –
| Repurchase of U.S. Cellular Common Shares |  | (2) |  |  | (4)
| Dividends paid to TDS shareholders |  | (49) |  |  | (46)
| Payment of debt issuance costs |  | (4) |  |  | (3)
| Distributions to noncontrolling interests |  | (1) |  |  | (6)
| Other financing activities |  | 11 |  |  | 5
|  |  |  | Net cash provided by (used in) financing activities |  | (44) |  |  | 180
Net inc rease (decrease) in cash and cash equivalents |  | – |  |  | 393
Cash and cash equivalents |  |  |  |  |
| Beginning of period |  | 985 |  |  | 472
| End of period | $ | 985 |  | $ | 865
The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

Telephone and Data Systems, Inc.

Consolidated Balance Sheet — Assets

(Unaudited)

| September 30, |  | December 31,
| 2016 |  | 2015
(Dollars in millions) |  |  |  |  |
Current assets |  |  |  |  |
| Cash and cash equivalents | $ | 985 |  | $ | 985
| Accounts receivable |  |  |  |  |
|  | Due from customers and agents, less allowances of $54 and $49, respectively |  | 725 |  |  | 705
|  | Other, less allowances of $1 and $1, respectively |  | 99 |  |  | 98
| Inventory, net |  | 148 |  |  | 158
| Prepaid expenses |  | 113 |  |  | 112
| Income taxes receivable |  | 6 |  |  | 70
| Other current assets |  | 34 |  |  | 30
|  |  | Total current assets |  | 2,110 |  |  | 2,158
Assets held for sale |  | 16 |  |  | –
Licenses |  | 1,876 |  |  | 1,844
Goodwill |  | 766 |  |  | 766
Franchise rights |  | 244 |  |  | 244
Other intangible assets, net of accumulated amortization of $150 and $144, respectively |  | 36 |  |  | 47
Investments in unconsolidated entities |  | 459 |  |  | 402
Other investments |  | 1 |  |  | –
Property, plant and equipment |  |  |  |  |
| In service and under construction |  | 11,551 |  |  | 11,520
| Less: Accumulated depreciation and amortization |  | 8,002 |  |  | 7,756
|  |  | Property, plant and equipment, net |  | 3,549 |  |  | 3,764
Other assets and deferred charges |  | 392 |  |  | 197
Total assets 1 | $ | 9,449 |  | $ | 9,422
The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

Telephone and Data Systems, Inc.

Consolidated Balance Sheet — Liabilities and Equity

(Unaudited)

| September 30, |  | December 31,
| 2016 |  | 2015
(Dollars and shares in millions, except per share amounts) |  |  |  |  |
Current liabilities |  |  |  |  |
| Current portion of long-term debt | $ | 12 |  | $ | 14
| Accounts payable |  | 366 |  |  | 349
| Customer deposits and deferred revenues |  | 242 |  |  | 288
| Accrued interest |  | 19 |  |  | 12
| Accrued taxes |  | 48 |  |  | 41
| Accrued compensation |  | 115 |  |  | 113
| Other current liabilities |  | 85 |  |  | 127
|  |  | Total current liabilities |  | 887 |  |  | 944
Deferred liabilities and credits |  |  |  |  |
| Deferred income tax liability, net |  | 910 |  |  | 900
| Other deferred liabilities and credits |  | 461 |  |  | 433
Long-term debt, net |  | 2,436 |  |  | 2,440
Commitments and contingencies |  |  |  |  |
Noncontrolling interests with redemption features |  | 1 |  |  | 1
Equity |  |  |  |  |
| TDS shareholders’ equity |  |  |  |  |
|  | Series A Common and Common Shares |  |  |  |  |
|  |  | Authorized 290 shares (25 Series A Common and 265 Common Shares) |  |  |  |  |
|  |  | Issued 133 shares (7 Series A Common and 126 Common Shares) |  |  |  |  |
|  |  | Outstanding 110 shares (7 Series A Common and 103 Common Shares) and 109 shares (7 Series A Common and 102 Common Shares), respectively |  |  |  |  |
|  |  | Par Value ($.01 per share) |  | 1 |  |  | 1
|  | Capital in excess of par value |  | 2,373 |  |  | 2,365
|  | Treasury shares, at cost, 23 and 24 Common Shares, respectively |  | (703) |  |  | (727)
|  | Accumulated other comprehensive income (loss) |  | – |  |  | –
|  | Retained earnings |  | 2,477 |  |  | 2,487
|  |  | Total TDS shareholders' equity |  | 4,148 |  |  | 4,126
| Preferred shares |  | 1 |  |  | 1
| Noncontrolling interests |  | 605 |  |  | 577
|  | Total equity |  | 4,754 |  |  | 4,704
Total liabilities and equity 1 | $ | 9,449 |  | $ | 9,422
The accompanying notes are an integral part of these consolidated financial statements.
1 | The consolidated total assets as of September 30, 2016 and December 31, 2015 include assets held by consolidated VIEs of $805 million and $658 million, respectively, which are not available to be used to settle the obligations of TDS. The consolidated total liabilities as of September 30, 2016 and December 31, 2015 include certain liabilities of consolidated VIEs of $15 million and $1 million, respectively, for which the creditors of the VIEs have no recourse to the general credit of TDS. See Note 9 — Variable Interest Entities for additional information.

Table of Contents

Telephone and Data Systems, Inc.

Consolidated Statement of Changes in Equity

(Unaudited)

|  | TDS Shareholders |  |  |  |  |  |  |  |  |
| Series A Common and Common shares |  | Capital in excess of par value |  | Treasury shares |  | Accumulated other comprehensive income (loss) |  | Retained earnings |  | Total TDS shareholders' equity |  | Preferred shares |  | Noncontrolling interests |  | Total equity
(Dollars in millions) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
December 31, 2015 | $ | 1 |  | $ | 2,365 |  | $ | (727) |  | $ | – |  | $ | 2,487 |  | $ | 4,126 |  | $ | 1 |  | $ | 577 |  | $ | 4,704
Net income attributable to TDS shareholders |  | – |  |  | – |  |  | – |  |  | – |  |  | 49 |  |  | 49 |  |  | – |  |  | – |  |  | 49
Net income attributable to noncontrolling interests classified as equity |  | – |  |  | – |  |  | – |  |  | – |  |  | – |  |  | – |  |  | – |  |  | 9 |  |  | 9
TDS Common and Series A Common share dividends |  | – |  |  | – |  |  | – |  |  | – |  |  | (49) |  |  | (49) |  |  | – |  |  | – |  |  | (49)
Repurchase of Common shares |  | – |  |  | – |  |  | (3) |  |  | – |  |  | – |  |  | (3) |  |  | – |  |  | – |  |  | (3)
Dividend reinvestment plan |  | – |  |  | 2 |  |  | 5 |  |  | – |  |  | – |  |  | 7 |  |  | – |  |  | – |  |  | 7
Incentive and compensation plans |  | – |  |  | (5) |  |  | 22 |  |  | – |  |  | (10) |  |  | 7 |  |  | – |  |  | – |  |  | 7
Adjust investment in subsidiaries for repurchases, issuances and other compensation plans |  | – |  |  | 1 |  |  | – |  |  | – |  |  | – |  |  | 1 |  |  | – |  |  | 20 |  |  | 21
Stock-based compensation awards |  | – |  |  | 10 |  |  | – |  |  | – |  |  | – |  |  | 10 |  |  | – |  |  | – |  |  | 10
Distributions to noncontrolling interests |  | – |  |  | – |  |  | – |  |  | – |  |  | – |  |  | – |  |  | – |  |  | (1) |  |  | (1)
September 30, 2016 | $ | 1 |  | $ | 2,373 |  | $ | (703) |  | $ | – |  | $ | 2,477 |  | $ | 4,148 |  | $ | 1 |  | $ | 605 |  | $ | 4,754
The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

Telephone and Data Systems, Inc.

Consolidated Statement of Changes in Equity

(Unaudited)

|  | TDS Shareholders |  |  |  |  |  |  |  |  |
| Series A Common and Common shares |  | Capital in excess of par value |  | Treasury shares |  | Accumulated other comprehensive income (loss) |  | Retained earnings |  | Total TDS shareholders' equity |  | Preferred shares |  | Noncontrolling interests |  | Total equity
(Dollars in millions) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
December 31, 2014 | $ | 1 |  | $ | 2,337 |  | $ | (748) |  | $ | 6 |  | $ | 2,330 |  | $ | 3,926 |  | $ | 1 |  | $ | 528 |  | $ | 4,455
Net income attributable to TDS shareholders |  | – |  |  | – |  |  | – |  |  | – |  |  | 220 |  |  | 220 |  |  | – |  |  | – |  |  | 220
Net income attributable to noncontrolling interests classified as equity |  | – |  |  | – |  |  | – |  |  | – |  |  | – |  |  | – |  |  | – |  |  | 39 |  |  | 39
Other comprehensive income |  | – |  |  | – |  |  | – |  |  | (7) |  |  | – |  |  | (7) |  |  | – |  |  | – |  |  | (7)
TDS Common and Series A Common share dividends |  | – |  |  | – |  |  | – |  |  | – |  |  | (46) |  |  | (46) |  |  | – |  |  | – |  |  | (46)
Dividend reinvestment plan |  | – |  |  | 2 |  |  | 6 |  |  | – |  |  | – |  |  | 8 |  |  | – |  |  | – |  |  | 8
Incentive and compensation plans |  | – |  |  | 1 |  |  | 11 |  |  | – |  |  | – |  |  | 12 |  |  | – |  |  | – |  |  | 12
Adjust investment in subsidiaries for repurchases, issuances and other compensation plans |  | – |  |  | 2 |  |  | – |  |  | – |  |  | – |  |  | 2 |  |  | – |  |  | 9 |  |  | 11
Stock-based compensation awards |  | – |  |  | 11 |  |  | – |  |  | – |  |  | – |  |  | 11 |  |  | – |  |  | – |  |  | 11
September 30, 2015 | $ | 1 |  | $ | 2,353 |  | $ | (731) |  | $ | (1) |  | $ | 2,504 |  | $ | 4,126 |  | $ | 1 |  | $ | 576 |  | $ | 4,703
The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

Telephone and Data Systems, Inc.

Notes to Consolidated Financial Statements

Note 1 Basis of Presentation

The accounting policies of Telephone and Data Systems, Inc. (“TDS”) conform to accounting principles generally accepted in the United States of America (“GAAP”) as set forth in the Financial Accounting Standards Boar d (“FASB”) Accounting Standards Codification (“ASC”). The consolidated financial statements include the accounts of TDS and subsidiaries in which it has a controlling financial interest, including TDS’ 83%-owned wireless telephone subsidiary, United States Cellular Corporation (“U.S. Cellular”) and TDS’ wholly-owned subsidiary, TDS Telecommunications Corporation (“TDS Telecom”). In addition, the consolidated financial statements include certain entities in which TDS has a variable interest that require consolidation under GAAP. All material intercompany accounts and transactions have been eliminated.

The unaudited consolidated financial statements included herein have been prepared by TDS pursuant to the rules and regulations of th e Securities and Exchange Commission (“SEC”). Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. However, TDS believes that the disclosures included herein are adequate to make the information presented not misleading. Calculated amounts and percentages are based on the underlying actual numbers rather than the numbers rounded to millions as presented. These unaudited consol idated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in TDS’ Annual Report on Form 10-K (“Form 10-K”) for the year ended December 31, 2015.

TDS’ business segments reflected in this Quarterly Report on Form 10-Q for the period ended September 30, 2016 are U.S. Cellular, Wireline, Cable, and Hosted and Managed Ser vices (“HMS”) operations. TDS’ non-reportable other business activities are presented as “Corporate, Eliminations and Other”, which includes the operations of TDS’ wholly-owned subsidiary Suttle-Straus, Inc. (“Suttle-Straus”). Suttle-Straus’ financial re sults were not significant to TDS’ operations. All of TDS’ segments operate only in the United States, except for HMS, which includes an insignificant foreign operation. See Note 11 — Business Segment Information for summary financial information on each business segment.

The accompanying unaudited consolidated financial statements contain all adjustments (consisting of normal recurring items, unless otherwise disclosed) n ecessary for the fair statement of TDS’ financial position as of September 30, 2016 and December 31, 2015, its results of operations and comprehensive income for the three and nine months ended September 30, 2016 and 2015, and its cash flows and changes in equity for the nine months ended September 30, 2016 and 2015. These results are not necessarily indicative of the results to be expected for the full year.

Recently Issued Accounting Pronouncements

In May 2014, the FASB issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”) and has since amended the standard with Accounting Standards Update 2015-14, Revenue from Contracts with Customers: Deferral of the Effective Date, Accounting Standards Update 2016-08, Revenue from Contracts with Customers: Principal versus Agent Considerations (Report ing Revenue Gross versus Net), Accounting Standards Update 2016-10, Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing, and Accounting Standards Update 2016-12, Revenue from Contracts with Customers: Narrow-Scope Impro vements and Practical Expedients. These standards replace existing revenue recognition rules with a single comprehensive model to use in accounting for revenue arising from contracts with customers. TDS is required to adopt ASU 2014-09, as amended, on Ja nuary 1, 2018. Early adoption as of January 1, 2017 is permitted; however, TDS does not intend to adopt early. ASU 2014-09, as amended, impacts TDS’ revenue recognition related to the allocation of contract revenues between various services and equipment, and the timing of when those revenues are recognized. In addition, the new requirements require deferral of incremental contract acquisition and fulfillment costs and subsequent expense recognition over the contract period or expected customer life. TD S expects to transition to the new standard under the modified retrospective transition method whereby a cumulative effect adjustment is recognized upon adoption and the guidance is applied prospectively. TDS is currently evaluating the guidance, developi ng its implementation plan, and evaluating the effects ASU 2014-09, as amended, will have on its financial position and results of operations upon adoption.

In August 2014, the FASB issued Accounting Standards Update 2014-15, Disclosure of Uncertainties ab out an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”). ASU 2014-15 requires TDS to assess its ability to continue as a going concern each interim and annual reporting period and provide certain disclosures if there is substantial doubt ab out the entity’s ability to continue as a going concern, including management’s plan to alleviate the substantial doubt. TDS is required to adopt the provisions of ASU 2014-15 for the annual period ending December 31, 2016. The adoption of ASU 2014-15 wi ll not impact TDS’ financial position or results of operations but may impact future disclosures.

In July 2015, the FASB issued Accounting Standards Update 2015-11, Inventory: Simplifying the Measurement of Inventory (“ASU 2015-11”), which requires invento ry to be measured at the lower of cost or net realizable value. TDS is required to adopt ASU 2015-11 on January 1, 2017. Early adoption is permitted. The adoption of ASU 2015-11 is not expected to have a significant impact on TDS’ financial position or results of operations.

Table of Contents

In January 2016, the FASB issued Accounting Standards Update 2016-01, Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”). This ASU introduces changes to current accounting for equity investments and financial liabilities under the fair value option and the presentation and disclosure requirements for financial instruments. TDS is required to adopt ASU 2016-01 on January 1, 2018. Certain provisions are eligible for early adoption. The adoption of ASU 2016-01 is not expected to have a significant impact on TDS’ financial position or results of operations.

In February 2016, the FASB issued Accounting Standards Update 2016-02, Leases (“ASU 2016-02”). ASU 2016-02 r equires lessees to record a right-of-use asset and lease liability for almost all leases. This ASU does not substantially impact lessor accounting. TDS is required to adopt ASU 2016-02 on January 1, 2019. Early adoption is permitted. Upon adoption of A SU 2016-02, TDS expects a substantial increase to assets and liabilities on its balance sheet. TDS is evaluating the full effects that adoption of ASU 2016-02 will have on its financial position and results of operations.

In March 2016, the FASB issued Ac counting Standards Update 2016-04, Liabilities – Extinguishments of Liabilities: Recognition of Breakage from Certain Prepaid Stored-Value Products (“ASU 2016-04”). ASU 2016-04 requires companies that sell prepaid stored-value products redeemable for good s, services or cash at third-party merchants to recognize breakage (i.e., the value that is ultimately not redeemed by the consumer) in a way that is consistent with how it will be recognized under the new revenue recognition standard. TDS is required to adopt ASU 2016-04 on January 1, 2018. Early adoption is permitted. The adoption of ASU 2016-04 is not expected to have a significant impact on TDS’ financial position or results of operations.

In March 2016, the FASB issued Accounting Standards Update 20 16-09, Compensation – Stock Compensation: Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”). ASU 2016-09 intends to simplify the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. TDS will adopt ASU 2016-09 on January 1, 2017. The adoption of ASU 2016-09 is not expected to have a significant impact on TDS’ financial position, results of o perations, or cash flows.

In June 2016, the FASB issued Accounting Standards Update 2016-13, Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 requires entities to use a new forward-l ooking, expected loss model to estimate credit losses. It also requires additional disclosure relating to the credit quality of trade and other receivables, including information relating to management’s estimate of credit allowances. TDS is required to adopt ASU 2016-13 on January 1, 2020. Early adoption as of January 1, 2019 is permitted. TDS is evaluating the effects that adoption of ASU 2016-13 will have on its financial position, results of operations and disclosures.

In August 2016, the FASB issue d Accounting Standards Update 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). ASU 2016-15 provides guidance on eight targeted cash flow classification issues. TDS is required to adopt ASU 2016-15 on January 1, 2018. TDS is evaluating the effects that adoption of ASU 2016-15 will have on its statement of cash flows.

In October 2016, the FASB issued Accounting Standards Update 2016-16, Income Taxes: Intra-Entity Transfers of Assets Other Than Inv entory (“ASU 2016-16”). ASU 2016-16 impacts the accounting for the income tax consequences of intra-entity transfers of assets other than inventory when the transfer occurs between entities in different tax jurisdictions. TDS is required to adopt ASU 201 6-16 on January 1, 2018. Early adoption is permitted. The adoption of ASU 2016-16 is not expected to have a significant impact on TDS’ financial position or results of operations.

In October 2016, the FASB issued Accounting Standards Upd ate 2016-17, Co nsolidation: Interests Held through Related Parties That Are under Common Control (“ASU 2016-17”). ASU 2016-1 7 provides guidance on how a reporting entity that is the single decision maker of a VIE should treat indirect interests in an entity held through related parties that are under common control. TDS is required to adopt ASU 2016-17 on January 1, 2017. Early adoption is permitted. TDS is evaluating the effe cts that adoption of ASU 2016-17 will have on its financial position, result s of operations a nd disclosures.

Amounts Collected from Customers and Remitted to Governmental Authorities

TDS records amounts collected from customers and remitted to governmental authorities net within a tax liability account if the tax is assessed upon the customer and TDS merely acts as an agent in collecting the tax on behalf of the imposing governmental authority. If the tax is assessed upon TDS, then amounts collected from customers as recovery of the tax are recorded in Service revenues and amounts remitted to gove rnmental authorities are recorded in Selling, general and administrative expenses in the Consolidated Statement of Operations. The amounts recorded gross in revenues that are billed to customers and remitted to governmental authorities totaled $21 million and $65 million for the three and nine months ended September 30, 2016, respectively, and $24 million and $75 million for the three and nine months ended September 30, 2015, respectively.

Table of Cont ents

Note 2 Fair Value Measurements

As of September 30, 2016 and December 31, 2015, TDS did not have any financial or nonfinancial assets or liabilities that were required to be recorded at fair value in its Consolidated Balance Sheet in accordance with GAAP.

The provisions of GAAP establish a fair value hierarchy that contains three levels for inputs used in fair value measurements. Level 1 inputs include quoted market prices fo r identical assets or liabilities in active markets. Level 2 inputs include quoted market prices for similar assets and liabilities in active markets or quoted market prices for identical assets and liabilities in inactive markets. Level 3 inputs are uno bservable. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. A financial instrument’s level within the fair value hierarchy is not representative of its expected performance or its overall risk profile and, therefore, Level 3 assets are not necessarily higher risk than Level 2 or Level 1 assets.

TDS has applied the provisions of fair value accounting for purposes of computing the fair value of financ ial instruments for disclosure purposes as displayed below.

|  |  | Level within the Fair Value Hierarchy |  |  |  | September 30, 2016 |  | December 31, 2015
|  |  |  |  |  | Book Value |  | Fair Value |  | Book Value |  | Fair Value
(Dollars in millions) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash and cash equivalents |  |  | 1 |  |  |  | $ | 985 |  | $ | 985 |  | $ | 985 |  | $ | 985
Long-term debt |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Retail |  |  | 2 |  |  |  |  | 1,753 |  |  | 1,841 |  |  | 1,753 |  |  | 1,766
| Institutional |  |  | 2 |  |  |  |  | 533 |  |  | 555 |  |  | 533 |  |  | 501
| Other |  |  | 2 |  |  |  |  | 211 |  |  | 210 |  |  | 216 |  |  | 215

The fair value of Cash and cash equivalents approximates the book value due to the short-term nature of these financial instruments. Long-term debt excludes capital lease obligations and the current portion of Long-term deb t. The fair value of “Retail” Long-term debt was estimated using market prices for TDS’ 7.0% Senior Notes, 6.875% Senior Notes, 6.625% Senior Notes and 5.875% Senior Notes, and U.S. Cellular’s 6.95% Senior Notes, 7.25% Senior Notes due 2063 and 7.25% Seni or Notes due 2064. TDS’ “Institutional” debt consists of U.S. Cellular’s 6.7% Senior Notes which are traded over the counter. TDS’ “Other” debt consists of a senior term loan credit facility and other borrowings with financial institutions. TDS estimate d the fair value of its Institutional and Other debt through a discounted cash flow analysis using the interest rates or estimated yield to maturity for each borrowing, which ranged from 0.00% to 6.50% and 0.00% to 7.51% at September 30, 2016 and December 31, 2015, respectively.

Table of Contents

Note 3 Equipment Installment Plans

TDS sells devices to customers, through its owned and agent distribution channels, under equipment installment contracts over a specified time period. For certain equipment installment plans (“EIP”), after a speci fied period of time or amount of payments, the customer may have the right to upgrade to a new device and have the remaining unpaid equipment installment contract balance waived, subject to certain conditions, including trading in the original device in go od working condition and signing a new equipment installment contract. TDS values this trade-in right as a guarantee liability. The guarantee liability is initially measured at fair value and is determined based on assumptions including the probability a nd timing of the customer upgrading to a new device and the fair value of the device being traded-in at the time of trade-in. As of September 30, 2016 and December 31, 2015, the guarantee liability related to these plans was $44 million and $93 million, respectively, and is reflected in Customer deposits and deferred revenues in the Consolidate d Balance Sheet.

TDS equipment installment plans do not provide for explicit interest charges. For equipment installment plans with a duration of greater than twelve months, TDS imputes interest. TDS records imputed interest as a reduction to the relat ed accounts receivable and it is recognized over the term of the installment agreement. Equipment installment plan receivables had a weighted average effective imputed interest rate of 10.7% and 9.7% as of September 30, 2016 and December 31, 2015, respectively.

The following table summarizes unbilled equipment installment plan receivables as of September 30, 2016 and December 31, 2015. Such amounts are included in the Consolidated Balance Sheet as Accounts receivable – customers and agents and Other assets and deferred ch arges, where applicable.

| September 30, 2016 |  | December 31, 2015
(Dollars in millions) |  |  |  |  |
Short-term portion of unbilled equipment installment plan receivables, gross | $ | 339 |  | $ | 279
Short-term portion of unbilled deferred interest |  | (33) |  |  | (21)
Short-term portion of unbilled allowance for credit losses |  | (22) |  |  | (14)
Short-term portion of unbilled equipment installment plan receivables, net | $ | 284 |  | $ | 244
Long-term portion of unbilled equipment installment plan receivables, gross | $ | 165 |  | $ | 76
Long-term portion of unbilled deferred interest |  | (9) |  |  | (2)
Long-term portion of unbilled allowance for credit losses |  | (13) |  |  | (6)
Long-term portion of unbilled equipment installment plan receivables, net | $ | 143 |  | $ | 68

TDS assesses the collectability of the equipment installment plan receivables based on historical payment experience, account aging and other qualitative factors and provides an allowance for estimated losses. The credit profiles of TDS customers on equipment installment plans are similar to those of TDS customers with traditional subsidized plans. Customers with a higher risk credit profile are required to make a down payment for equipment purchased through an installment contract.

TDS recorded out-of-period adjustments during the three and nine months ended September 30, 2016 due to errors relat ed to equipment installment plan transactions occurring in 2015 and 2016 (“2016 EIP adjustments”). For the three months ended September 30, 2016, the 2016 EIP adjustments had the impact of increasing Equipment and product sales revenues by $4 million, decreasing bad debts expense, which is a component of Selling, general and administrative expense, by $2 million and increasing Income before income taxes by $6 million. For the nin e months ended September 30, 2016, the 2016 EIP adjustments had the impact of increasing Equipment and product sales revenues by $2 million, decreasing bad debts expense by $2 million and increasing Income before income taxes by $4 million. Additionally, TDS recorded out-of-period adjustments during the nine months ended September 30, 2015 due to errors related to equipment installment plan transactions (“2015 EIP adjustments”) that were attributable to 2014. The 2015 EIP adjustments had the impact of red ucing Equipment and product sales revenues and Income before income taxes by $6 million for the nine months ended September 30, 2015. The 2015 EIP adjustments were made in the first six months of 2015. TDS has determined that these adjustments were not m aterial to any of the periods impacted.

Table of Contents

Note 4 Earnings Per Share

Basic earnings per share available to TDS common shareholders is computed by dividing Net income available to TDS common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share available to TDS common shareholders is computed by dividing Net income available to TDS common shareholders by the weighted average num ber of common shares outstanding during the period adjusted to include the effects of potentially dilutive securities. Potentially dilutive securities primarily include incremental shares issuable upon the exercise of outstanding stock options and the ves ting of restricted stock units.

The amounts used in computing earnings per common share and the effects of potentially dilutive securities on the weighted average number of common shares were as follows:

| Three Months Ended |  | Nine Months Ended
| September 30, |  | September 30,
| 2016 |  | 2015 |  | 2016 |  | 2015
(Dollars and shares in millions, except per share amounts) |  |  |  |  |  |  |  |  |  |  |
Basic earnings per share available to TDS common |  |  |  |  |  |  |  |  |  |  |
|  | shareholders: |  |  |  |  |  |  |  |  |  |  |
| Net income available to TDS common shareholders used in basic earnings per share | $ | 13 |  | $ | 51 |  | $ | 49 |  | $ | 220
Adjustments to compute diluted earnings: |  |  |  |  |  |  |  |  |  |  |
| Noncontrolling interest adjustment |  | – |  |  | – |  |  | (1) |  |  | (2)
| Net income available to TDS common shareholders |  |  |  |  |  |  |  |  |  |  |
|  | used in diluted earnings per share | $ | 13 |  | $ | 51 |  | $ | 48 |  | $ | 218
Weighted average number of shares used in basic |  |  |  |  |  |  |  |  |  |  |
| earnings per share: |  |  |  |  |  |  |  |  |  |  |
|  | Common Shares |  | 103 |  |  | 102 |  |  | 103 |  |  | 102
|  | Series A Common Shares |  | 7 |  |  | 7 |  |  | 7 |  |  | 7
|  |  | Total |  | 110 |  |  | 109 |  |  | 110 |  |  | 109
Effects of dilutive securities |  | 1 |  |  | 1 |  |  | 1 |  |  | 1
Weighted average number of shares used in diluted |  |  |  |  |  |  |  |  |  |  |
| earnings per share |  | 111 |  |  | 110 |  |  | 111 |  |  | 110
Basic earnings per share available to TDS common |  |  |  |  |  |  |  |  |  |  |
| shareholders | $ | 0.12 |  | $ | 0.47 |  | $ | 0.44 |  | $ | 2.03
Diluted earnings per share available to TDS common |  |  |  |  |  |  |  |  |  |  |
| shareholders | $ | 0.11 |  | $ | 0.46 |  | $ | 0.44 |  | $ | 1.99

Certain Common Shares issuable upon the exercise of stock options, vesting of restricted stock units or conversi on of preferred shares were not included in average diluted shares outstanding for the calculation of Diluted earnings per share available to TDS common shareholders because their effects were antidilutive. The number of such Common Shares excluded was 4 million shares for both the three and nine months ended September 30, 2016, and 5 million shares for both the three and nine months ended September 30, 2015.

Table of Contents

Note 5 Acquisitions, Divestitures and Exchanges

In February 2016, U.S. Cellular entered into an agreement with a third party to exchange certain 700 MHz licenses for certain AWS and PCS licenses and $28 million of cash. T his license exchange will be accomplished in two closings. The first closing occurred in the second quarter of 2016, at which time U.S. Cellular received $13 million of cash and recorded a gain of $9 m illion. The second closing is expected to occur in the fourth quarter of 2016 and U.S. Cellular expects to recognize a gain at that time. As a result of this exchange, the remaining licenses with a carrying value of $8 million have been classified as “Assets held for sale” in the Consolidated Balance Sheet as of September 30, 2016.

In February 2016, U.S. Cellular entered into an additional agreement with a third party that provided for the transfer of certain AWS spectrum licenses and $2 million in cash to U.S. Cellular, in exchange for U.S. Cellular transferring certain AWS, PCS and 700 MHz licenses with a carrying value of $7 million to the third party. This transaction closed in the third quarter of 2016, at which time U.S. Cellular recorded a gain of $7 million.

In March 2016, U.S. Cellular entered into an additional agreement with a t hird party to transfer FCC licenses in non-operating markets and receive FCC licenses in operating markets. The agreement provides for the transfer of certain AWS and PCS spectrum licenses to U.S. Cellular in exchange for U.S. Cellular transferring certai n PCS spectrum licenses and $1 million of cash to the third party. This transaction is subject to regulatory approval and other customary closing conditions, and is expected to close in the fourth quarter of 2016. Upon closing of this transaction, U.S. Cellular expects to recognize a gain. As a result of this additional exchange agreement, licenses with a carrying value of $8 million have been classified as “Assets held for sale” in the Consolidated B alance Sheet as of September 30, 2016.

In 2015 and 2016, U.S. Cellular entered into multiple agreements to purchase spectrum licenses located in U.S. Cellular’s existing operating markets. The aggregate purchase price for these spectrum licenses is $56 million, of which $46 million closed in the second quarter of 2016. The remaining agreements are expected to close in the fourth quarter of 2016.

U.S. Cellular is participating in the FCC’s forward auction of 600 MHz spectrum licenses, referred to as Auction 1002, which commenced in August 2016. In the second quarter of 2016, U.S. Cellular made an upfront payment to the FCC of $143 million to establish its initial bidding eligibility.

Note 6 Intangible Assets

Changes in Licenses at TDS for the nine months ended Septemb er 30, 2016 are presented below. There were no significant changes to Franchise rights, Goodwill or Other intangible assets during the nine months ended September 30, 2016.

Licenses
(Dollars in millions) |  |
Balance December 31, 2015¹ | $ | 1,844
| Acquisitions |  | 46
| Transferred to Assets held for sale |  | (16)
| Exchanges - Licenses received |  | 12
| Exchanges - Licenses surrendered |  | (10)
Balance September 30, 2016 | $ | 1,876
1 | Amounts include payments totaling $338 million made by Advantage Spectrum L.P. to the FCC for licenses in which it was the provisional winning bidder in Auction 97. These licenses were granted by the FCC in July 2016. See Note 9 — Variable Interest Entities for additional information.

Table of Contents

Note 7 Investments in Unconsolidated Entities

Investments in unconsolidated entities consist of amounts invested in wireless and wireline entities in which TDS holds a noncontrolling interest. These investments are accounted for using either the equity or cost method.

The following table, which is based in part on information provided by third parties, summarizes the combined results of operations of TDS’ equity metho d investments.

| Three Months Ended September 30, |  | Nine Months Ended September 30,
| 2016 |  | 2015 |  | 2016 |  | 2015
(Dollars in millions) |  |  |  |  |  |  |  |  |  |  |
Revenues | $ | 1,679 |  | $ | 1,738 |  | $ | 5,008 |  | $ | 5,199
Operating expenses |  | 1,254 |  |  | 1,267 |  |  | 3,662 |  |  | 3,840
Operating income |  | 425 |  |  | 471 |  |  | 1,346 |  |  | 1,359
Other income (expense), net |  | (2) |  |  | (11) |  |  | (10) |  |  | (17)
Net income | $ | 423 |  | $ | 460 |  | $ | 1,336 |  | $ | 1,342

Table of Contents

Note 8 Debt

Revolving Credit Fa cilities

TDS and U.S. Cellular have revolving credit facilities available for general corporate purposes. In June 2016, TDS entered into a new $400 million revolving credit agreement with certain lenders and other parties and U.S. Cellular entered into a new $300 million revolving credit agreement with certain lenders and other parties. As a result of the new agreements, TDS’ and U.S. Cellular’s revolving credit agreements due to expire in December 2017 were terminated. Amounts under both of the new revo lving credit facilities may be borrowed, repaid and reborrowed from time-to-time until maturity in June 2021. As of September 30, 2016, there were no outstanding borrowings under the revolving credit facilities, except for letters of credit. Interest expense representing commitment fees on the unused portion of the revolving lines of credit was $1 million and $2 million for the nine months ended September 30, 2016 and September 30, 2015, respectively.

The following table summarizes the terms of such revolving credit facilities as of September 30, 2016:

| TDS |  | U.S. Cellular |
(Dollars in millions) |  |  |  |  |  |
Maximum borrowing capacity | $ | 400 |  | $ | 300 |
Letters of credit outstanding | $ | 1 |  | $ | 16 |
Amount borrowed | $ | – |  | $ | – |
Amount available for use | $ | 399 |  | $ | 284 |
Illustrative borrowing rate: One-month London Interbank Offered |  |  |  |  |  |
| Rate ("LIBOR") plus contractual spread 1 |  | 2.28 | % |  | 2.28 | %
| Illustrative LIBOR Rate |  | 0.53 | % |  | 0.53 | %
| Contractual spread |  | 1.75 | % |  | 1.75 | %
Commitment fees on amount available for use 2 |  | 0.30 | % |  | 0.30 | %
Agreement date |  | June 2016 |  |  | June 2016 |
Maturity date |  | June 2021 |  |  | June 2021 |
1 | Borrowings under the revolving credit facility bear interest either at a LIBOR rate or at an alternative Base Rate as defined in the revolving credit agreement, plus an applicable margin, at TDS' or U.S. Cellular’s option. TDS and U.S. Cellular may select a borrowing period of either one, two, three or six months (or other period of twelve months or less if requested by TDS or U.S. Cellular and approved by the lenders).
2 | The revolving credit facility has commitment fees based on the unsecured senior debt ratings assigned to TDS and U.S. Cellular by certain ratings agencies.

The new revolving credit agreements include the following financial covenants:

- Consolidated Interest Coverage Ratio may not be less than 3.00 to 1.00 as of the end of any fiscal quarter.
- Consolidated Leverage Ratio may not be greater than the ratios indicated as of the end of any fiscal quarter for each period specified below:

| Period | Ratios |
| From the agreement date of June 15, 2016 through June 30, 2019 | 3.25 to 1.00 |
| From July 1, 2019 and thereafter | 3.00 to 1.00 |

Certain TDS and U.S. Cellular wholly-owned subsidiaries have jointly and severally unconditionally guaranteed the payment and performance of the obligations of TDS and U.S. Cellular under the revolving credit agreements pursuant to a guaranty dated June 15, 2016. Other subsidiaries that meet certa in criteria will be required to provide a similar guaranty in the future. TDS and U.S. Cellular believe that they were in compliance with all of the financial and other covenants and requirements set forth in their revolving credit facilities as of September 30, 2016.

At September 30, 2016, TDS had recorded $6 million of unamortized debt issuance costs related to the revolving credit facilities whic h is included in Other assets and deferred charges in the Consolidated Balance Sheet. Included in that amount was $4 million related to the new revolving credit facilities.

Term Loan

In June 2016, U.S. Cellular also amended and restated its senior term loan credit facility. Certain modifications were made to the financial covenants and subsidiary guarantees were added in order to align with the new revolving credit agreements. There were no significant changes to the maturity date or other key terms of the agreement.

Table of Contents

Note 9 Variable Interest Entities

In February 2015, the FASB issued Accounting Standards Update 2015-02, Consolidation: Amendment s to the Consolidation Analysis (“ASU 2015-02”). ASU 2015-02 changes consolidation accounting including revising certain criteria for identifying variable interest entities. TDS adopted the provisions of this standard as of January 1, 2016. As a result, certain consolidated subsidiaries and unconsolidated entities that were not defined as variable interest entities under previous accounting guidance are defined as variable interest entities under the provisions of ASU 2015-02. TDS’ modified retrospectiv e adoption of ASU 2015-02 did not change the group of entities which TDS is required to consolidate in its financial statements. Accordingly, the adoption of ASU 2015-02 did not impact its financial position or results of operations.

Consolidated VIEs

TDS consolidates variable interest entities (“VIEs”) in which it has a controlling financial interest as defined by GAAP and is therefore deemed the primary beneficiary. A controlling financial interest will have both of the following characteristics: (a) th e power to direct the VIE activities that most significantly impact economic performance and (b) the obligation to absorb the VIE losses and right to receive benefits that are significant to the VIE. TDS reviews these criteria initially at the time it ent ers into agreements and subsequently when events warranting reconsideration occur. These VIEs have risks similar to those described in the “Risk Factors” in TDS’ Form 10-K for the year ended December 31, 2015.

Th e following VIEs were formed to participate in FCC auctions of wireless spectrum and to fund, establish, and provide wireless service with respect to any FCC licenses won in the auctions:

- Advantage Spectrum L.P. (“Advantage Spectrum”) and Frequency Advanta ge L.P., the general partner of Advantage Spectrum;
- Aquinas Wireless L.P. (“Aquinas Wireless”); and
- King Street Wireless L.P. (“King Street Wireless”) and King Street Wireless, Inc., the general partner of King Street Wireless.

These particular VIEs are collectively referred to as designated entities. Historically and as of September 30, 2016, TDS consolidated these VIEs.

The power to direct the activities that most significantly impac t the economic performance of these VIEs is shared. Specifically, the general partner of these VIEs has the exclusive right to manage, operate and control the limited partnerships and make all decisions to carry on the business of the partnerships. The g eneral partner of each partnership needs the consent of the limited partner, an indirect TDS subsidiary, to sell or lease certain licenses, to make certain large expenditures, admit other partners or liquidate the limited partnerships. Although the power to direct the activities of these VIEs is shared, TDS has the most significant level of exposure to the variability associated with the economic performance of the VIEs, indicating that TDS is the primary beneficiary of the VIEs. Therefore, in accordance with GAAP, these VIEs are consolidated.

In March 2015, King Street Wireless made a $60 million distribution to its owners. Of this distribution, $6 million was provided to King Street Wireless, Inc. an d $54 million was provided to U.S. Cellular.

FCC Auction 97 ended in January 2015. TDS participated in Auction 97 indirectly through its interest in Advantage Spectrum. An indirect subsidiary of TDS is a limited partner in Ad vantage Spectrum. Advantage Spectrum applied as a designated entity, and received bid credits with respect to spectrum purchased in Auction 97. Advantage Spectrum was the winning bidder for 124 licenses for an aggregate bid of $338 million, after its designated entity discount of 25%. This amount is classified as Licenses in TDS’ Consolidated Balance Sheet. Advantage Spectrum’s bid amount, less the initial deposit of $60 million paid in 2014, plus certain other charges totaling $2 million, was paid to the FCC in March 2015. These licenses were granted by the FCC in July 2016.

TDS also consolidates other VIEs that are li mited partnerships that provide wireless service. ASU 2015-02 modified the manner in which limited partnerships and similar legal entities are evaluated under the variable interest model. A limited partnership is a variable interest entity unless the lim ited partners hold substantive participating rights or kick-out rights over the general partners. For certain limited partnerships, U.S. Cellular is the general partner and manages the operations. In these partnerships, the limited partners do not have s ubstantive kick-out or participating rights and, further, such limited partners do not have the authority to remove the general partner. Therefore, beginning January 1, 2016, these limited partnerships are also recognized as VIEs and are consolidated unde r the variable interest model. Prior to the adoption of ASU 2015-02, these limited partnerships were consolidated under the voting interest model.

Table of Contents

The following table presents the classification and balances of the consolidated VIEs’ assets and liabilit ies in TDS’ Consolidated Balance Sheet.

|  |  | September 30, |  | December 31,
|  |  | 2016¹ |  | 2015¹
(Dollars in millions) |  |  |  |  |
Assets |  |  |  |  |
| Cash and cash equivalents | $ | 2 |  | $ | 1
| Accounts receivable |  | 38 |  |  | –
| Other current assets |  | 6 |  |  | –
| Licenses 2 |  | 649 |  |  | 649
| Property, plant and equipment, net |  | 96 |  |  | 8
| Other assets and deferred charges |  | 14 |  |  | –
|  | Total assets | $ | 805 |  | $ | 658
Liabilities |  |  |  |  |
| Current liabilities | $ | 19 |  | $ | –
| Deferred liabilities and credits |  | 11 |  |  | 1
|  | Total liabilities | $ | 30 |  | $ | 1
1 | The increase in amounts from December 31, 2015 are primarily due to the adoption of ASU 2015-02 as disclosed above. ASU 2015-02 was adopted on a modified retrospective basis and, accordingly, prior year amounts have not been revised to reflect the change in guidance.
2 | As disclosed above, payments totaling $338 million were made by Advantage Spectrum to the FCC relating to Auction 97. These licenses were granted and issued as of September 30, 2016. Although the licenses had not yet been granted as of December 31, 2015, the payments to the FCC were classified as Licenses at such date.

Unconsolidated VIEs

TDS manages the operations of and holds a variable interest in certain other limited partnerships, but is not the primary beneficiary of these entities and, therefore, does not consolidate them under the variable interest model outlined in ASU 2015-02.

TDS’ total investment in these unconsolidated entities was $6 million and $5 million at September 30, 2016 and December 31, 2015, respectively, and is included in Investments in unconsolidated entities in TDS’ Consolidated Balance Sheet. The maximum exposure from unconsolida ted VIEs is limited to the investment held by TDS in those entities.

Other Related Matters

TDS made contributions, loans and/or advances to its VIEs totaling $100 million and $281 million during the nine months ended September 30, 2016 and September 30, 2015, respectively. TDS may agree to make additi onal capital contributions and/or advances to these or other VIEs and/or to their general partners to provide additional funding for operations or the development of licenses granted in various auctions. TDS may finance such amounts with a combination of cash on hand, borrowings under its revolving credit agreement and/or other long-term debt. There is no assurance that TDS will be able to obtain additional financing on commercially reasonable terms or at all to provide such financial support.

During the three and nine months ended September 30, 2015, TDS recorded out-of-period adjustments attributable to the third quarter of 2013 through the second quarter of 2015 related to an agreement with King Street Wireless. TDS determined that these adjustments were not material to the quart erly periods or the annual results for 2015. These out-of-period adjustments had the impact of reducing Net income by $3 million for both the three and nine months ended September 30, 2015, and Net income attributable to TDS sh areholders by $4 million and $3 million, for the three and nine months ended September 30, 2015, respectively.

Table of Contents

Note 10 Noncon trolling Interests

The following schedule discloses the effects of Net income attributable to TDS shareholders and changes in TDS’ ownership interest in U.S. Cellular on TDS’ equity:

Nine Months Ended September 30, | 2016 |  | 2015
(Dollars in millions) |  |  |  |  |
Net income attributable to TDS shareholders | $ | 49 |  | $ | 220
Transfer (to) from the noncontrolling interests |  |  |  |  |
Change in TDS' Capital in excess of par value from U.S. Cellular's issuance of U.S. Cellular shares |  | (15) |  |  | (14)
Change in TDS' Capital in excess of par value from U.S. Cellular's repurchases of U.S. Cellular shares |  | – |  |  | 1
Purchase of ownership in subsidiaries from noncontrolling interests |  | – |  |  | –
Net transfers (to) from noncontrolling interests |  | (15) |  |  | (13)
Change from net income attributable to TDS and transfers (to) from noncontrolling interests | $ | 34 |  | $ | 207

Table of Contents

Note 11 Business Segment Information

U.S. Cellular and TDS Telecom are billed for all services they receive from TDS, consisting primarily of information processing, accounting and finance, and general management services. Such billings are based on expenses s pecifically identified to U.S. Cellular and TDS Telecom and on allocations of common expenses. Management believes the method used to allocate common expenses is reasonable and that all expenses and costs applicable to U.S. Cellular and TDS Telecom are re flected in the accompanying business segment information on a basis that is representative of what they would have been if U.S. Cellular and TDS Telecom operated on a stand-alone basis.

Financial data for TDS’ reportable segments for the three and nine month periods ended, or as of September 30, 2016 and 2015, is as follows. See Note 1 — Basis of Presentation for additional information.

|  |  |  |  |  |  | TDS Telecom |  |  |  |  |  |
Three Months Ended or as of September 30, 2016 |  | U.S. Cellular |  | Wireline |  | Cable |  | HMS |  | TDS Telecom Eliminations |  | TDS Telecom Total |  | Corporate, Eliminations and Other |  | Total
(Dollars in millions) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Operating revenues |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Service |  | $ | 771 |  | $ | 174 |  | $ | 46 |  | $ | 29 |  | $ | (1) |  | $ | 248 |  | $ | (6) |  | $ | 1,013
| Equipment and product sales |  |  | 239 |  |  | – |  |  | – |  |  | 39 |  |  | – |  |  | 39 |  |  | 10 |  |  | 288
|  | Total operating revenues |  |  | 1,010 |  |  | 175 |  |  | 46 |  |  | 68 |  |  | (1) |  |  | 287 |  |  | 4 |  |  | 1,301
Cost of services (excludin g Depreciation, amortization |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| and accretion reported below) |  |  | 196 |  |  | 67 |  |  | 23 |  |  | 21 |  |  | (1) |  |  | 110 |  |  | (1) |  |  | 305
Cost of equ ipment and products |  |  | 280 |  |  | 1 |  |  | – |  |  | 33 |  |  | – |  |  | 33 |  |  | 8 |  |  | 321
Selling, general and administrative |  |  | 370 |  |  | 50 |  |  | 1 3 |  |  | 12 |  |  | – |  |  | 75 |  |  | (5) |  |  | 440
Depreciation, amortization and accretion |  |  | 155 |  |  | 4 1 |  |  | 9 |  |  | 7 |  |  | – |  |  | 57 |  |  | 2 |  |  | 214
(Gain) loss on asset disposals, net |  |  | 7 |  |  | 1 |  |  | 1 |  |  | – |  |  | – |  |  | 2 |  |  | (1) |  |  | 8
(Gain) loss on license sales and exchanges, net |  |  | (7) |  |  | – |  |  | – |  |  | – |  |  | – |  |  | – |  |  | – |  |  | (7)
Operating income (loss) |  |  | 9 |  |  | 16 |  |  | – |  |  | (5) |  |  | – |  |  | 12 |  |  | (1) |  |  | 20
E quity in earnings of unconsolidated entities |  |  | 38 |  |  | – |  |  | – |  |  | – |  |  | – |  |  | – |  |  | – |  |  | 38
Interest and dividend income |  |  | 14 |  |  | 1 |  |  | – |  |  | – |  |  | – |  |  | 1 |  |  | – |  |  | 15
Interest expense |  |  | (28) |  |  | – |  |  | – |  |  | (1) |  |  | – |  |  | (1) |  |  | (13) |  |  | (42)
Other, net |  |  | – |  |  | – |  |  | – |  |  | – |  |  | – |  |  | – |  |  | (1) |  |  | (1)
Income (loss) before income taxes |  |  | 33 |  |  | 17 |  |  | – |  |  | (6) |  |  | – |  |  | 11 |  |  | (14) |  |  | 30
Income tax expense (benefit)1 |  |  | 15 |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 4 |  |  | (5) |  |  | 14
Net income (loss) |  |  | 18 |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 7 |  |  | (9) |  |  | 16
Add back: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Depreciation, amortization and accretion |  |  | 155 |  |  | 4 1 |  |  | 9 |  |  | 7 |  |  | – |  |  | 57 |  |  | 2 |  |  | 214
(Gain) loss on asset disposals, net |  |  | 7 |  |  | 1 |  |  | 1 |  |  | – |  |  | – |  |  | 2 |  |  | (1) |  |  | 8
(Gain) loss on license sales and exchanges, net |  |  | (7) |  |  | – |  |  | – |  |  | – |  |  | – |  |  | – |  |  | – |  |  | (7)
Interest expense |  |  | 28 |  |  | – |  |  | – |  |  | 1 |  |  | – |  |  | 1 |  |  | 13 |  |  | 42
Income tax expense (benefit)1 |  |  | 15 |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 4 |  |  | (5) |  |  | 14
Adjusted EBITDA 2 |  | $ | 216 |  | $ | 58 |  | $ | 10 |  | $ | 3 |  | $ | – |  | $ | 71 |  | $ | – |  | $ | 287
Investments in unconsolidated entities |  | $ | 420 |  | $ | 4 |  | $ | – |  | $ | – |  | $ | – |  | $ | 4 |  | $ | 35 |  | $ | 459
Total assets |  | $ | 7,104 |  | $ | 1,259 |  | $ | 592 |  | $ | 273 |  | $ | – |  | $ | 2,123 |  | $ | 222 |  | $ | 9,449
Capital expenditures |  | $ | 103 |  | $ | 27 |  | $ | 11 |  | $ | 2 |  | $ | – |  | $ | 40 |  | $ | 2 |  | $ | 145
Numbers may not foot due to rounding. |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

Table of Contents

|  |  |  |  |  |  | TDS Telecom |  |  |  |  |  |
Three Months Ended or as of September 30, 2015 |  | U.S. Cellular |  | Wireline |  | Cable |  | HMS |  | TDS Telecom Eliminations |  | TDS Telecom Total |  | Corporate, Eliminations and Other |  | Total
(Dollars in millions) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Operating revenues |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Service |  | $ | 896 |  | $ | 175 |  | $ | 44 |  | $ | 30 |  | $ | (1) |  | $ | 248 |  | $ | (6) |  | $ | 1,138
| Equipment and product sales |  |  | 173 |  |  | – |  |  | – |  |  | 51 |  |  | – |  |  | 52 |  |  | 11 |  |  | 236
|  | Total operating revenues |  |  | 1,069 |  |  | 175 |  |  | 44 |  |  | 82 |  |  | (1) |  |  | 299 |  |  | 6 |  |  | 1,374
Cost of services (excluding Depreciation, amortization |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| and accretion reported below) |  |  | 199 |  |  | 64 |  |  | 20 |  |  | 21 |  |  | (1) |  |  | 103 |  |  | 1 |  |  | 303
Cost of equipment and products |  |  | 287 |  |  | 1 |  |  | – |  |  | 43 |  |  | – |  |  | 44 |  |  | 6 |  |  | 337
Selling, general and administrative |  |  | 375 |  |  | 50 |  |  | 14 |  |  | 12 |  |  | – |  |  | 77 |  |  | (2) |  |  | 450
Depreciation, amortization and accretion |  |  | 152 |  |  | 41 |  |  | 9 |  |  | 7 |  |  | – |  |  | 57 |  |  | 2 |  |  | 211
(Gain) loss on asset disposals, net |  |  | 3 |  |  | 2 |  |  | – |  |  | – |  |  | – |  |  | 2 |  |  | – |  |  | 5
(Gain) loss on sale of business and other exit costs, net |  |  | (1) |  |  | – |  |  | – |  |  | – |  |  | – |  |  | – |  |  | – |  |  | (1)
(Gain) loss on license sales and exchanges, net |  | (24) |  |  | – |  |  | – |  |  | – |  |  | – |  |  | – |  |  | – |  |  | (24)
Operating income (loss) |  |  | 78 |  |  | 18 |  |  | 1 |  |  | (2) |  |  | – |  |  | 17 |  |  | (2) |  |  | 93
Equity in earnings of unconsolidated entities |  |  | 40 |  |  | – |  |  | – |  |  | – |  |  | – |  |  | – |  |  | – |  |  | 40
Interest and dividend income |  |  | 9 |  |  | 1 |  |  | – |  |  | – |  |  | – |  |  | 1 |  |  | – |  |  | 10
Interest expense |  |  | (21) |  |  | – |  |  | – |  |  | (1) |  |  | – |  |  | – |  |  | (14) |  |  | (35)
Other, net |  |  | – |  |  | – |  |  | – |  |  | – |  |  | – |  |  | – |  |  | – |  |  | –
Income (loss) before income taxes |  |  | 106 |  |  | 19 |  |  | 1 |  |  | (2) |  |  | – |  |  | 17 |  |  | (15) |  |  | 108
Income tax expense (benefit)1 |  |  | 41 |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 8 |  |  | (3) |  |  | 46
Net income (loss) |  |  | 65 |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 9 |  |  | (12) |  |  | 62
Add back: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Depreciation, amortization and accretion |  |  | 152 |  |  | 41 |  |  | 9 |  |  | 7 |  |  | – |  |  | 57 |  |  | 2 |  |  | 211
(Gain) loss on asset disposals, net |  |  | 3 |  |  | 2 |  |  | – |  |  | – |  |  | – |  |  | 2 |  |  | – |  |  | 5
(Gain) loss on sale of business and other exit costs, net |  |  | (1) |  |  | – |  |  | – |  |  | – |  |  | – |  |  | – |  |  | – |  |  | (1)
(Gain) loss on license sales and exchanges, net |  |  | (24) |  |  | – |  |  | – |  |  | – |  |  | – |  |  | – |  |  | – |  |  | (24)
Interest expense |  |  | 21 |  |  | – |  |  | – |  |  | 1 |  |  | – |  |  | – |  |  | 14 |  |  | 35
Income tax expense (benefit)1 |  |  | 41 |  |  | – |  |  | – |  |  | – |  |  | – |  |  | 8 |  |  | (3) |  |  | 46
Adjusted EBITDA 2 |  | $ | 257 |  | $ | 61 |  | $ | 10 |  | $ | 5 |  | $ | – |  | $ | 76 |  | $ | 1 |  | $ | 334
Investments in unconsolidated entities |  | $ | 348 |  | $ | 4 |  | $ | – |  | $ | – |  | $ | – |  | $ | 4 |  | $ | 34 |  | $ | 386
Total assets |  | $ | 6,911 |  | $ | 1,322 |  | $ | 572 |  | $ | 299 |  | $ | – |  | $ | 2,193 |  | $ | 159 |  | $ | 9,263
Capital expenditures |  | $ | 135 |  | $ | 38 |  | $ | 13 |  | $ | 5 |  | $ | – |  | $ | 56 |  | $ | 3 |  | $ | 194
Numbers may not foot due to rounding. |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

Table of Contents

|  |  |  |  |  |  | TDS Telecom |  |  |  |  |  |
Nine Months Ended or as of September 30, 2016 |  | U.S. Cellular |  | Wireline |  | Cable |  | HMS |  | TDS Telecom Eliminations |  | TDS Telecom Total |  | Corporate, Eliminations and Other |  | Total
(Dollars in millions) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Operating revenues |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Service |  | $ | 2,293 |  | $ | 522 |  | $ | 136 |  | $ | 91 |  | $ | (3) |  | $ | 746 |  | $ | (18) |  | $ | 3,021
| Equipment and product sales |  |  | 655 |  |  | 1 |  |  | – |  |  | 121 |  |  | – |  |  | 123 |  |  | 27 |  |  | 805
|  | Total operating revenues |  |  | 2,948 |  |  | 523 |  |  | 137 |  |  | 212 |  |  | (3) |  |  | 868 |  |  | 10 |  |  | 3,826
Cost of services (excluding Depreciation, amort ization |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| and accretion reported below) |  |  | 572 |  |  | 192 |  |  | 69 |  |  | 61 |  |  | (3) |  |  | 320 |  |  | (1) |  |  | 891
Cost of equipment and products |  |  | 799 |  |  | 2 |  |  | – |  |  | 101 |  |  | – |  |  | 103 |  |  | 19 |  |  | 921
Selling, general and administrative |  |  | 1,089 |  |  | 148 |  |  | 37 |  |  | 37 |  |  | – |  |  | 222 |  |  | (12) |  |  | 1,299
Depreciation, amortization and accreti on 3 |  |  | 462 |  |  | 119 |  |  | 27 |  |  | 22 |  |  | – |  |  | 168 |  |  | 6 |  |  | 636
(Gain) loss on asset disposals, net |  |  | 16 |  |  | 2 |  |  | 2 |  |  | – |  |  | – |  |  | 4 |  |  | – |  |  | 20
(Gain) loss on sale of business and other exit costs, net |  |  | – |  |  | – |  |  | – |  |  | – |  |  | – |  |  | – |  |  | (1) |  |  | (1)
(Gain) loss on license sales and exchanges, net |  |  | (16) |  |  | – |  |  | – |  |  | – |  |  | – |  |  | – |  |  | – |  |  | (16)
Operating income (loss) |  |  | 26 |  |  | 61 |  |  | 1 |  |  | (9) |  |  | – |  |  | 53 |  |  | (3) |  |  | 76
Equity in earnings of unconsolidated entities |  |  | 110 |  |  | – |  |  | – |  |  | – |  |  | – |  |  | – |  |  | (1) |  |  | 109
Interest and dividend income |  |  | 41 |  |  | 2 |  |  | – |  |  | – |  |  | – |  |  | 2 |  |  | 1 |  |  | 44
Interest expense |  |  | (84) |  |  | 1 |  |  | – |  |  | (3) |  |  | – |  |  | (2) |  |  | (41) |  |  | (127)
Other, net |  |  | – |  |  | – |  |  | – |  |  | – |  |  | – |  |  | – |  |  | 1 |  |  | 1
Income (loss) before income taxes |  |  | 93 |  |  | 63 |  |  | 1 |  |  | (12) |  |  | – |  |  | 53 |  |  | (43) |  |  | 103
Income tax expense (benefit)1 |  |  | 39 |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 20 |  |  | (14) |  |  | 45
Net income (loss) |  |  | 54 |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 32 |  |  | (28) |  |  | 58
Add back: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Depreciation, amortization and accretion 3 |  |  | 462 |  |  | 119 |  |  | 27 |  |  | 22 |  |  | – |  |  | 168 |  |  | 6 |  |  | 636
(Gain) loss on asset disposals, net |  |  | 16 |  |  | 2 |  |  | 2 |  |  | – |  |  | – |  |  | 4 |  |  | – |  |  | 20
(Gain) loss on sale of business and other exit costs, net |  |  | – |  |  | – |  |  | – |  |  | – |  |  | – |  |  | – |  |  | (1) |  |  | (1)
(Gain) loss on license sales and exchanges, net |  |  | (16) |  |  | – |  |  | – |  |  | – |  |  | – |  |  | – |  |  | – |  |  | (16)
Interest expense |  |  | 84 |  |  | (1) |  |  | – |  |  | 3 |  |  | – |  |  | 2 |  |  | 41 |  |  | 127
Income tax expense (benefit)1 |  |  | 39 |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 20 |  |  | (14) |  |  | 45
Adjusted EBITDA 2 |  | $ | 639 |  | $ | 183 |  | $ | 30 |  | $ | 13 |  | $ | – |  | $ | 226 |  | $ | 4 |  | $ | 869
Investments in unconsolidated entities |  | $ | 420 |  | $ | 4 |  | $ | – |  | $ | – |  | $ | – |  | $ | 4 |  | $ | 35 |  | $ | 459
Total assets |  | $ | 7,104 |  | $ | 1,259 |  | $ | 592 |  | $ | 273 |  | $ | – |  | $ | 2,123 |  | $ | 222 |  | $ | 9,449
Capital expenditures |  | $ | 275 |  | $ | 82 |  | $ | 41 |  | $ | 6 |  | $ | – |  | $ | 128 |  | $ | 9 |  | $ | 412
Numbers may not foot due to rounding. |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

Table of Contents

|  |  |  |  |  |  | TDS Telecom |  |  |  |  |  |
Nine Months Ended or as of September 30, 2015 |  | U.S. Cellular |  | Wireline |  | Cable |  | HMS |  | TDS Telecom Eliminations |  | TDS Telecom Total |  | Corporate, Eliminations and Other |  | Total
(Dollars in millions) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Operating revenues |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Service |  | $ | 2,549 |  | $ | 526 |  | $ | 132 |  | $ | 88 |  | $ | (3) |  | $ | 743 |  | $ | (10) |  | $ | 3,282
| Equipment and product sales |  |  | 461 |  |  | 1 |  |  | – |  |  | 130 |  |  | – |  |  | 132 |  |  | 27 |  |  | 620
|  | Total operating revenues |  |  | 3,010 |  |  | 527 |  |  | 132 |  |  | 218 |  |  | (3) |  |  | 874 |  |  | 18 |  |  | 3,902
Cost of services (excluding Depreciation, amort ization |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| and accretion reported below) |  |  | 586 |  |  | 189 |  |  | 59 |  |  | 63 |  |  | (3) |  |  | 308 |  |  | 3 |  |  | 897
Cost of equipment and products |  |  | 779 |  |  | 2 |  |  | – |  |  | 109 |  |  | – |  |  | 111 |  |  | 17 |  |  | 907
Selling, general and administrative |  |  | 1,107 |  |  | 145 |  |  | 41 |  |  | 36 |  |  | – |  |  | 222 |  |  | (5) |  |  | 1,324
Depreciation, amortization and accretion |  |  | 450 |  |  | 124 |  |  | 26 |  |  | 20 |  |  | – |  |  | 170 |  |  | 8 |  |  | 628
(Gain) loss on asset disposals, net |  |  | 12 |  |  | 3 |  |  | (1) |  |  | – |  |  | – |  |  | 3 |  |  | – |  |  | 15
(Gain) loss on sale of business and other exit costs, net |  |  | (114) |  |  | (3) |  |  | – |  |  | – |  |  | – |  |  | (3) |  |  | (13) |  |  | (130)
(Gain) loss on license sales and exchanges, net |  |  | (147) |  |  | – |  |  | – |  |  | – |  |  | – |  |  | – |  |  | – |  |  | (147)
Operating income (loss) |  |  | 337 |  |  | 67 |  |  | 6 |  |  | (10) |  |  | – |  |  | 64 |  |  | 7 |  |  | 408
Equity in earnings of unconsolidated entities |  |  | 110 |  |  | – |  |  | – |  |  | – |  |  | – |  |  | – |  |  | – |  |  | 110
Interest and dividend income |  |  | 26 |  |  | 2 |  |  | – |  |  | – |  |  | – |  |  | 2 |  |  | – |  |  | 28
Interest expense |  |  | (61) |  |  | 1 |  |  | – |  |  | (2) |  |  | – |  |  | – |  |  | (42) |  |  | (103)
Other, net |  |  | (1) |  |  | – |  |  | – |  |  | – |  |  | – |  |  | – |  |  | 1 |  |  | –
Income (loss) before income taxes |  |  | 411 |  |  | 70 |  |  | 7 |  |  | (11) |  |  | – |  |  | 65 |  |  | (33) |  |  | 443
Income tax expense (benefit)1 |  |  | 161 |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 27 |  |  | (10) |  |  | 178
Net income (loss) |  |  | 250 |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 38 |  |  | (23) |  |  | 265
Add back: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Depreciation, amortization and accretion |  |  | 450 |  |  | 124 |  |  | 26 |  |  | 20 |  |  | – |  |  | 170 |  |  | 8 |  |  | 628
(Gain) loss on asset disposals, net |  |  | 12 |  |  | 3 |  |  | (1) |  |  | – |  |  | – |  |  | 3 |  |  | – |  |  | 15
(Gain) loss on sale of business and other exit costs, ne t |  |  | (114) |  |  | (3) |  |  | – |  |  | – |  |  | – |  |  | (3) |  |  | (13) |  |  | (130)
(Gain) loss on license sales and exchanges, net |  |  | (147) |  |  | – |  |  | – |  |  | – |  |  | – |  |  | – |  |  | – |  |  | (147)
Interest expense |  |  | 61 |  |  | (1) |  |  | – |  |  | 2 |  |  | – |  |  | – |  |  | 42 |  |  | 103
Income tax expense (benefit)1 |  |  | 161 |  |  | – |  |  | – |  |  | – |  |  | – |  |  | 27 |  |  | (10) |  |  | 178
Adjusted EBITDA 2 |  | $ | 673 |  | $ | 193 |  | $ | 32 |  | $ | 10 |  | $ | – |  | $ | 236 |  | $ | 3 |  | $ | 912
Investments in unconsolidated entities |  | $ | 348 |  | $ | 4 |  | $ | – |  | $ | – |  | $ | – |  | $ | 4 |  | $ | 34 |  | $ | 386
Total assets |  | $ | 6,911 |  | $ | 1,322 |  | $ | 572 |  | $ | 299 |  | $ | – |  | $ | 2,193 |  | $ | 159 |  | $ | 9,263
Capital expenditures |  | $ | 335 |  | $ | 91 |  | $ | 37 |  | $ | 19 |  | $ | – |  | $ | 146 |  | $ | 6 |  | $ | 487
Numbers may not foot due to rounding.

1 | Income tax expense (benefit) is not provided at the individual segment level for Wireline, Cable and HMS. TDS calculates income tax expense for “TDS Telecom Total”.
2 | Adjusted earnings before interest, taxes, depreciation, amortization and accretion (“Adjusted EBITDA”) is a segment measure re ported to the chief operating decision maker for purposes of making decisions about allocating resources to the segments and assessing their performance. Adjusted EBITDA is defined as net income, adjusted for the items set forth in the reconciliation abov e. TDS believes Adjusted EBITDA is a useful measure of TDS’ operating results before significant recurring non-cash charges, gains and losses, and other items as presented above as they provide additional relevant and useful information to investors and o ther users of TDS' financial data in evaluating the effectiveness of its operations and underlying business trends in a manner that is consistent with management's evaluation of business performance.
3 | During the nine months ended September 30, 2016, TDS recorded an out-of-period adjustment attributable to the third quarter of 2014 through the first quarter of 2016 related to the over-depreciation of certain assets in the Wireline segment. TDS has determined that this adjustment was not material to the prior quarterly or annual periods and also was not material to the current period or anticipated full year 2016 results. As a result of this out-of-period adjustment, Depreciation, amortization and accretion expense decreased by $4 million for the nine months ended September 30, 2016. This adjustment was made in the second quar ter of 2016.

Table of Contents

Telephone and Data Systems, Inc.

Additional Required Information

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

TDS maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information required to be disclosed in it s reports filed or submitted under the Exchange Act is processed, recorded, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to TDS’ management, including its principal e xecutive o fficer and principal f inancial o fficer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and proce dures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

As required by SEC Rule 13a-15(b), TDS carried out an evaluation, under the supervision and with the participation of manage ment, including its principal e xecutive o fficer and principal f inancial o fficer, of the effectiveness of the design and operation of TDS’ disclosure controls and procedures as of the end of the period covered by this Quarterly Report. Based on this evalua tion, TDS’ principal e xecutive o fficer and principal f inancial o fficer concluded that TDS' disclosure controls and procedures were effective as of September 30, 2016, at the reasonable assurance level.

Changes in Internal Control Over Financial Reporting

There have been no changes in internal controls over financial reporting that have occurred during the quarter ended September 30, 2016 that have materially affected, or are reasonably likely to ma ter ially affect, TDS’ internal control over financial reporting.

Legal Proceedings

Refer to the disclosure under Legal Proceedings in TDS’ Form 10-K for the year ended December 31, 2015. There have been no material changes to such information since December 31, 2015.

Unregistered Sales of Equity Securities and Use of Proceeds

On August 2, 2013, the Board of Direc tors of TDS authorized, and TDS announced by Form 8-K, a $250 million stock repurchase program for TDS Common Shares. Depending on market conditions, such shares may be repurchased in compliance with Rule 10b-18 of the Exchange Act, pursuant to Rule 10b5-1 under the Exchange Act, or pursuant to accelerated share repurchase arrangements, prepaid share repurchases, private transactions or as otherwise authorized. This authorization does not have an expiration date. TDS did not determine to terminate the fo regoing Common Share repurchase program, or cease making further purchases thereunder, during the third quarter of 2016.

The following table provides certain information wi th respect to all purchases made by or on behalf of TDS, and any open market purchases made by any “affiliated purchaser” (as defined by the SEC) of TDS, of TDS Common Shares during the quarter covered by this Form 10-Q.

|  |  |  |  |  |  |  | Total Number of |  | Maximum Dollar
|  |  |  |  | Average |  | Shares Purchased |  | Value of Shares that
|  |  | Total Number |  | Price |  | as Part of Publicity |  | May Yet Be
|  |  | of Shares |  | Paid per |  | Announced Plans or |  | Purchased Under the
Period |  | Purchased |  | Share |  | Programs |  | Plans or Programs
July 1 – 31, 2016 |  | – |  | $ | – |  | – |  | $ | 198,691,355
August 1 – 31, 2016 |  | – |  |  | – |  | – |  |  | 198,691,355
September 1 – 30, 2016 |  | – |  |  | – |  | – |  |  | 198,691,355
| Total for or as of the end of the |  |  |  |  |  |  |  |  |  |
| quarter ended September 30, 2016 |  | – |  | $ | – |  | – |  | $ | 198,691,355

Table of Contents

Other Information

The following information is being provided to update prior disclosures made pursuant to the requirements of Form 8-K, Item 2.03 — Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

A description of TDS’ revolving credit facility is included in TDS’ Current Report on Form 8-K dated June 15, 2016, and is incorporated by reference herein.

A description of U.S. Cellular’s revolving credit facility is included in U.S. Cellular’s Current Report on For m 8-K dated June 15, 2016, and is incorporated by reference herein.

Neither TDS nor U.S. Cellular borrowed or repaid any cash amounts under their revolving credit facilities in the third quarter of 2016 or through the filing date of this Form 10-Q, and had no cash borrowings outstanding under their revolving credit facilities as of September 30, 2016 or as of the filing date of this Form 10-Q.

Table of Contents

Exhibits

Exhibit 4.1 |  | Revolving Credit Agreement, among TDS, Wells Fargo National Association, as administrative agent, and the other lenders thereto, dated as of June 15, 2016, including Schedules and Exhibits, including the form of the subsidiary Guaranty, is hereby inco rporated by reference to Exhibit 4.1 to TDS’ Current Report on Form 8-K dated June 15, 2016.
Exhibit 4.2 |  | Revolving Credit Agreement, among U.S. Cellular, Toronto Dominion (Texas) LLC, as administrative agent, and the other lenders thereto, dated as of June 15, 2016, including Schedules and Exhibits, including the form of the subsidiary Guaranty and Subordination Agreement, is hereby incorporated by reference to Exhibit 4.1 to U.S. Cellular's Form 8-K dated June 15, 2016.
Exhibit 4.3 |  | Amended and Restated Term Loan Credit Agreement, among U.S. Cellular and CoBank, ACB, as administrative agent, and the other lenders thereto, dated as of June 15, 2016, including Schedules and Exhibits, including the forms of the subsidiary Guaranty and Subordination Agreement, is hereby incorporated by reference to Exhibit 4.1 to U.S. Cellular's Form 8-K dated June 15, 2016.
Exhibit 10.1 |  | Form of U.S. Cellular 2013 Long-Term Incentive Plan Stock Option Award Agreement for the President and Chief Executive Officer of U.S. Cellular, is hereby incorporated by reference to Exhibit 10.3 to U.S. Cellular’s Current Report on Form 8-K dated March 14, 2016.
Exhibit 10.2 |  | Form of U.S. Cellular 2013 Long-Term Incentive Plan Restricted Stock Unit Award Agreement for the President and Chief Executive Officer of U.S. Cellular, is hereby incorporated by reference to Exhibit 10.4 to U.S. Cellular’s Current Report on Form 8-K dated March 14, 2016.
Exhibit 10.3 |  | Form of TDS Long-Term Incentive Plan Stock Option Award Agreement for Officers, is hereby incorporated by reference to Exhibit 10.3 to TDS' Quarterly Report on Form 10-Q for the quarter ended March 31, 2016.
Exhibit 10.4 |  | Form of TDS Performance Share Award Agreement, is hereby incorporated by reference to Exhibit 10.1 to TDS' Current Report on Form 8-K dated June 16, 2016.
Exhibit 10.5 |  | TDS 2016 Officer Bonus Program is hereby incorporated by reference to Exhibit 10.1 to TDS’ Current Report on Form 8-K dated June 21, 2016.
Exhibit 11 |  | Statement regarding computation of per share earnings is included herein as Note 4 — Earnings Per Share in the Notes to Consolidated Financial Statements.
Exhibit 12 |  | Statement regarding computation of ratio of earnings to fixed charges.
Exhibit 31.1 |  | Principal executive officer certification pursuant to Rule 13a-14 of the Securities Exchange Act of 1934.
Exhibit 31.2 |  | Principal financial officer certification pursuant to Rule 13a-14 of the Securities Exchange Act of 1934.
Exhibit 32.1 |  | Principal executive officer certification pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code.
Exhibit 32.2 |  | Principal financial officer certification pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code.
Exhibit 101.INS |  | XBRL Instance Document
Exhibit 101.SCH |  | XBRL Taxonomy Extension Schema Document
Exhibit 101.PRE |  | XBRL Taxonomy Presentation Linkbase Document
Exhibit 101.CAL |  | XBRL Taxonomy Calculation Linkbase Document
Exhibit 101.LAB |  | XBRL Taxonomy Label Linkbase Document
Exhibit 101.DEF |  | XBRL Taxonomy Extension Definition Linkbase Document

The foregoing exhibits include only the exhibits that relate specifically to this Form 10-Q or that supplement the exhibits identified in TDS’ Form 10-K for the year ended December 31, 2015. Reference is made to T DS’ Form 10-K for the year ended December 31, 2015 for a complete list of exhibits, which are incorporated herein except to the extent supplemented or superseded above.

Table of Contents

Form 10-Q Cross Reference Index
Item Number | Page No.
Part I. | Financial Information |
| Item 1. | Financial Statements (Unaudited) | 40 - 46
|  | Notes to Consolidated Financial Statements | 47 - 61
| Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 1 - 39
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 39
| Item 4. | Controls and Procedures | 62
Part II. | Other Information |
| Item 1. | Legal Proceedings | 62
| Item1A. | Risk Factors | 39
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 62
| Item 5. | Other Information | 63
| Item 6. | Exhibits | 64
Signatures |  | 66

Table of Contents

SIGNATURES

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

|  | TELEPHONE AND DATA SYSTEMS, INC. |
|  | (Registrant) |
Date: | November 4, 2016 |  | /s/ LeRoy T. Carlson, Jr.
|  |  | LeRoy T. Carlson, Jr., President and Chief Executive Officer (principal executive officer) |
Date: | November 4, 2016 |  | /s/ Douglas D. Shuma
|  |  | Douglas D. Shuma, Senior Vice President - Finance and Chief Accounting Officer (principal financial officer and principal accounting officer)
Date: | November 4, 2016 |  | /s/ Douglas W. Chambers
|  |  | Douglas W. Chambers, Vice President and Controller |