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2014 Annual Report www.tdsinc.com

 


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Executing on Our Capital Allocation Strategy At TDS, we take a balanced approach to capital allocation, investing to build our businesses for the long term, and returning value to our shareholders. Investing for our future Over the next few years, we expect to allocate approximately 75% of our available resources to build and strengthen our portfolio of businesses, primarily through acquisitions of cable and hosted and managed services companies. During 2014, our most significant Returning value to our shareholders At the same time, we plan to return approximately 25 percent of our available resources to our shareholders, through cash dividends and share repurchases. Over the past eight years, TDS has repurchased $984 million of TDS and U.S. Cellular shares. A $250 million TDS share repurchase program was authorized in 2013 $0.60 $0.50 $0.40 $0.30 $0.20 $0.10 $0.00 95 96 97 98 99 00 01 02 03 04 05 06 07 08 09 10 11 12 13 14 TDS Annual Dividend Per Share We are proud to have increased our annual dividend for 41 consecutive years—an achievement accomplished by only a handful of companies. 41 years of consecutive dividend increases investment was the acquisition of BendBroadband in Central Oregon, a local technology leader in video and broadband, in a region with the potential for strong growth prospects. We believe adding companies like BendBroadband to our portfolio will enhance our ability to grow and improve returns over time. TDS U.S. Cellular Shares Repurchased (in millions of shares) 8 7 6 5 4 3 2 1 0 07 08 09 10 11 12 13 14

 

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TELEPHONE AND DATA SYSTEMS 1 Dear Shareholders Total Company Performance 2014 was a pivotal year for TDS as we started to build momentum from our recent strategic actions across our portfolio of companies. Our two principal business units are U. S. Cellular, where we own 84%, and wholly-owned TDS Telecom. We are able to differentiate ourselves by being a local provider, primarily in suburban and rural markets. A common factor in our businesses is our focus on providing exceptional customer experiences. At our core, this focus includes everything from offering bestin- class products and services, to the dedication and professionalism of the associates and employees who deliver those services. Another common factor is that our businesses converge around data. For consumers and business customers alike, that means we have the networks to effi ciently transport their data, and a whole host of plans, services, and products that enable them to use their data, when and how they want. For shareholders, it’s about our plan to monetize the usage of data on our networks over time. Our fi nancial and operating results continue to refl ect the intensely competitive environment in which we operate, and the impact of investments to support our long-term strategy for growth. We believe the investments and other actions we’ve taken to position our businesses will enable us to continue improving our performance over time. This past year we made progress in a number of important areas. The TDS mission is to provide outstanding communication services to our customers and meet the needs of our shareholders, our people, and our communities. In pursuing this mission, we seek to grow our businesses, create opportunities for our associates and employees, and steadily build value over the long term for our shareholders. U.S. Cellular began to once again drive postpaid customer growth. We did so with our value proposition of best-in-class network; competitive devices, plans, and pricing; and award-winning customer service. The company increased smartphone penetration and offered more products and services that expand customers’ data usage. Our 4G LTE network now reaches 94% of postpaid customers and, by the fourth quarter, was supporting 78% of customers’ data traffi c, further enhancing U.S Cellular’s competitive advantage and ability to retain and attract customers. At TDS Telecom, our fi ber investments and bundling strategy has enabled TDS Telecom to achieve strong growth in TDS TV® penetration and broadband adoption in our wireline business. In our cable business, Baja Broadband is proving that the company’s expansion into cable is complementing our wireline business, as intended. In September we acquired a second cable company, BendBroadband, which already is delivering strong contributions as well. At OneNeck IT Solutions, which is our hosted and managed services business targeting mid-market customers, we are delivering continued growth in recurring service revenues. 2014 was a pivotal year for TDS as we started to build momentum from our recent strategic actions.

 


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2 TELEPHONE AND DATA SYSTEMS The strength of our network is at the heart of our value proposition. U.S. Cellular Value Proposition Data Products & Services Membership Experience Local Approach Best-in-Class Network Competitive devices, plans, and pricing Understanding customer needs in each of our markets Outstanding customer service Attracting Customers and Building Loyalty This past year we succeeded in beginning the turnaround of our business as we attracted new customers and reduced postpaid churn steadily throughout the year. We delivered seven consecutive months of postpaid customer net additions. In a highly competitive environment with increasingly aggressive pricing, our associates have been dedicated and innovative in identifying and meeting a depth of consumer needs. We differentiate U.S. Cellular by providing exceptional customer experiences. While our relatively modest size in this industry can be a challenge, it also can be a competitive advantage, enabling us to be more nimble and offer our customers a more personalized experience. In the rural and suburban markets that we target, our brand is extremely powerful. A key element of our brand strength is that we take it to heart to “treat customers like neighbors and not numbers,” a motto that you’ll see and hear a lot at U.S. Cellular. With our customerfocused products and services, we encourage customers not only to try us but also to stay with us. Last year U.S. Cellular was recognized as a J.D. Power 2014 Customer Champion. We are proud to be included on this elite list of 50 U.S. companies that focus on service excellence. In 2014 we began to reap the benefi ts from the strategic actions we initiated in prior years. The implementation of our new billing and operational support system in 2013 was diffi cult, causing many customer inconveniences that we have since resolved. The system now is giving us the fl exibility to introduce new plans rapidly. At the same time, our network quality is best-in-class 4G LTE. This year we launched new U.S. Cellular operates on a customer satisfaction strategy, driving loyalty by providing a high-quality network, a comprehensive range of wireless services and products, outstanding customer experiences, and competitive pricing. products and services that leverage our network, including iconic devices such as the new Samsung Galaxy S5 and Apple iPhone 6, and Shared Connect plans for families and for small- and medium-sized businesses. Our expanded offerings of equipment installment plans, since May 2014, have proven very popular. In the fourth quarter they represented 37% of all postpaid device sales.

 


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TELEPHONE AND DATA SYSTEMS 3 At U.S. Cellular, we believe our customers should be treated like neighbors and not numbers. With attractive plans and pricing, our customers now can choose from a competitive portfolio of the products they want, including Samsung, Apple, Motorola, and LG smartphones and connected devices. Also in 2014 we expanded our retail distribution network. In addition to our own U.S. Cellular stores, customers can purchase our plans and products when they are at select Wal-Mart, Sam’s Club, and Dollar General retail locations, as well as on Amazon.com. Driving Revenue Growth and Profi ts The return to customer growth enabled us to deliver improved revenue growth over the second half of 2014. As we increased our data traffi c through new plans and smartphone and connected device penetration, our average revenue per account (ARPA) increased by 10% to $133.19 in 2014. Profi tability was impacted by higher subsidies associated with selling more 4G LTE devices, including Apple products. Under our Shared Connect plans, for which 47% of postpaid customers are now signed up, we are moving aggressively to monetize the explosive growth in data usage. As we focus increasingly on selling shared plans with larger data buckets, the breadth of our offerings becomes increasingly important. Smartphone customers were 60% of postpaid customers at the end of 2014, and smartphones represented 81% of handsets sold for the year. Connected devices were 7% of total devices sold for the year, helping to drive growth in data sales. 100 80 60 40 20 0 (20) (40) (60) (80) (100) (71) (93) (26) 52 98 Net Postpaid Additions (Losses) (in thousands) Q4 13 Q1 14 Q2 14 Q3 14 Q4 14 Smartphone Customers as a Percentage of Postpaid Customers Q4 13 Q1 14 Q2 14 Q3 14 Q4 14 70% 60% 50% 40% 30% 20% 10% 0 51% 53% 55% 58% 4G 3G 60%

 


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In the wireline and cable segments, we compete aggressively to provide high-speed broadband, video and voice services to consumers and businesses. We seek to own the best data pipe through a targeted deployment of fi ber and entry into cable markets. Our wireline and cable businesses provide the same services, but use different technologies. In both segments, growth is ultimately about having the best broadband offering in the market. Wireline Residential TDS Telecom continued to increase average revenue per residential connection as customers are choosing faster broadband speeds and higher-tier packages of our IPTV service, TDS TV®. By year-end, 41% of residential broadband customers were taking 10 Mbps or faster speeds and 11% of residential broadband customers were taking 25 Mbps or faster speeds. We marketed high-speed broadband and TDS TV services in new neighborhoods prior to build outs to build momentum. By the fourth quarter, with our IPTV expansion, TDS TV was in 18 markets, and 19% of residential service addresses were passed by facilities that enable TDS TV. TDS TV and DISH network are key to our successful bundling and retention strategy. At year-end, 77% of residential customers had a double- or triple-play bundle. Our monthly churn rate for triple play customers remains very low at approximately one-half percent. We also neared completion of stimulus projects nationwide. Our broadband stimulus projects added nearly 32,000 new households that previously had been underserved. Commercial Our commercial strategy is to be a trusted partner to our business customers. Together with our reputation for service quality and reliability, we increased connections 10% for managedIP, our hosted VoIP and data solution. TDS TELECOM At TDS Telecom, our strategy is to attract customers by providing high-quality, reliable communications services and products where we can leverage our existing products, services, and infrastructure. We operate in three business segments: wireline, cable, and hosted and managed services. 4 TELEPHONE AND DATA SYSTEMS We seek to own the best data pipe through a targeted deployment of fiber and entry into cable markets. Wireline Cable HMS 2010 2011 2012 2013 2014 Expanding Into New Segments (revenues in millions) $1,200 $1,000 $800 $600 $400 $200 $0 Q1 Q2 Q3 Q4 Improved Wireline Profi tability (operating income in millions) $30 $25 $20 $15 $10 $5 $0 2014 2013

 


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Suttle-Straus Suttle-Straus is a Business-to-Business (B2B) marketing solutions company that focuses on the integration of e-commerce, creative, print, and distribution services to deliver an exceptional customer experience. In 2014, Suttle-Straus continued to focus on growing its commercial client base while enhancing its culture of continuous improvement to achieve improving long-term fi nancial results. OTHER TDS SUBSIDIARIES TELEPHONE AND DATA SYSTEMS 5 Cable Our entry into the cable business in 2013, with the purchase of Baja Broadband, was a natural extension of our wireline business. In 2014 we increased residential and commercial broadband and voice penetration in Baja markets with an upgraded network and new products, services, and marketing expertise contributed from our wireline business. In September 2014 we further expanded our cable business with the acquisition of BendBroadband. Bend is located in Central Oregon where we expect both business growth and residential development to exceed the national average, making the company another strategic addition to our cable portfolio. We also have been successful in acquiring some small, adjacent cable properties to expand our footprint and opportunities for customer growth. We are working to take advantage of operational and infrastructure synergies between the two cable companies to increase effi ciencies, as we grow both businesses. Hosted and Managed Services (HMS) At OneNeck IT Solutions, our strategy is to target mid-market commercial customers and provide them comprehensive IT solutions that build recurring revenue streams. While growth to date has been slower than anticipated, we are focused on a very attractive growth market with long-term potential. Through our unifi ed sales force, we are selling a full range of HMS solutions to new customers and expanding our business with existing customers.

 


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6 TELEPHONE AND DATA SYSTEMS of “net neutrality” after its 2010 rules were partially overturned by the courts. 2014 was also a signifi cant year for spectrum policy as the FCC began a recordbreaking auction for spectrum licenses. TDS strives to have impact on critical regulatory issues. We continue to advocate for policies that enable: non-national carriers to access and deploy wireless spectrum; strong universal service programs that foster broadband deployments in rural markets; and open internet rules that are fair, practical, and pro-competitive. U.S. Cellular In 2015, we plan to leverage not only the important work done in 2014, but also the investments we have made in the business over the past several years. We have made signifi cant investments in our business with the 4G LTE rollout, spectrum purchases, new billing and operational support system, and expansion of our product line to include tablets as well as iconic smartphones our customers desire. We are operating in a highly competitive industry with compelling opportunities, such as the anticipated high growth in mobile data over the next fi ve years. We succeed by targeting rural and suburban markets, where we have created and now leverage some unique advantages. Our strategy is to provide our customers with outstanding wireless customer experiences, centered around a best-in-class 4G LTE network. TDS Corporate Building Shareholder Value Our strategic imperative is to build the value of our businesses. We intend to do so by leveraging our improved competitive positioning and allocating our resources effectively to support customer and revenue growth initiatives. In rapidly changing and intensely competitive industries, we are constantly evaluating our operational, developmental, and fi nancial opportunities, and the use of our resources, to strengthen the company. As part of this effort, during 2014 U.S. Cellular monetized non-core assets including spectrum and cell towers. At TDS Telecom, we expanded our presence in the cable business through a second acquisition and divested some small ILEC markets. Returning Value to Our Shareholders Across the business portfolio, TDS has invested in substantial initiatives over the past few years to position our companies to compete more effectively and operate more effi ciently. Our capital allocation strategy is to invest approximately 75% of available resources in acquisitions, and return 25% to our shareholders through cash dividends and share repurchases. In line with this strategy, we recently announced our 41st consecutive annual dividend increase, increasing our dividend rate by fi ve percent. Financial Foundation We have a conservative fi nancing strategy designed to enable us to invest in business infrastructure and operational growth opportunities. U.S. Cellular has been able to generate substantial proceeds from the sale of non-strategic spectrum and cell towers to fund investments in spectrum and other fi nancing priorities. Regulatory TDS and its subsidiaries are active participants in the public policy arena, engaging policy makers on issues that directly impact the TDS businesses and their customers. In 2014 and early 2015, the Federal Communications Commission (FCC) revisited the issue LOOKING FORWARD In the rapidly changing and intensely competitive industries in which we do business, we are constantly evaluating our operational, developmental, and financial opportunities.

 


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Our fast and reliable network is the backbone for our competitive data offerings and devices. We have acquired spectrum directly or with partners, and will continue to do so, to enable our network; this includes our recent partnership participation in the AWS spectrum auction. In all of these ways, we differentiate U.S. Cellular from other providers. More specifi cally, in 2015: • We are in the fi nal stages of our 4G LTE network deployment and expect to complete it. • We will test Voice over LTE technologies. • We will continue to invest in exciting new products and services to build upon the exceptional network and customer experiences for which U.S. Cellular is known. • We will keep on working to further build our customer base and expand customer loyalty. • We plan to drive revenues through additional smartphone penetration, expanded data use from our competitive device portfolio, and shared data plans. We will launch new devices and other products and services that enhance customer data connectivity. These actions will enable us to continue improving our performance over time. Throughout this process we will keep our focus on both the top and bottom lines, working to grow revenues, and also to further increase operating effi ciencies and to reduce costs. Our strategic imperative is to build the value of our businesses by allocating our resources to support customer and revenue growth initiatives. TDS Telecom It is our strategic intent to transition our wireline business from one in secular decline into a growth business. We will execute on this strategy by providing superior broadband, video, and voice services in our wireline and cable markets and continuing to build our HMS business. We intend to leverage our infrastructure, and the core capabilities and expertise originally established in our wireline business, to support growth in all areas of the business. More specifi cally, in 2015: • We are working to build our customer base through superior experiences, local presence, and excellent service reliability. • We plan to increase our residential customer base with faster broadband speeds, high-quality video service, competitive bundles, and superior customer service. • We plan to increase our fi ber market coverage and penetration. • We seek to optimize our investments in cable companies by leveraging wireline services to increase residential and commercial penetration. • We will actively evaluate additional cable acquisitions. • We will continue to be a trusted partner to businesses and grow our managedIP commercial customer base with a comprehensive suite of IP products and services aimed at the mid-market customer. • We will capitalize on our comprehensive HMS solutions and capabilities to increase recurring IT revenues. Thank you to the associates and employees of the TDS companies for their dedication and innovation in providing outstanding services, products, and experiences to our customers across the country. Thank you also to our shareholders and to our debt holders for your continuing support of our long-term strategies. Yours truly, LeRoy T. Carlson, Jr. Walter C.D. Carlson President and Chief Chairman of the Board Executive Offi cer TELEPHONE AND DATA SYSTEMS 7

 

 

Table of Contents

TELEPHONE AND DATA SYSTEMS, INC.
ANNUAL REPORT TO SHAREHOLDERS FOR THE YEAR ENDED DECEMBER 31, 2014
Pursuant to SEC Rule 14a-3

The following audited financial statements and certain other financial information for the year ended December 31, 2014, represent Telephone and Data Systems' annual report to shareholders as required by the rules and regulations of the Securities and Exchange Commission ("SEC").

The following information was filed with the SEC on February 25, 2015 as Exhibit 13 to Telephone and Data Systems' Annual Report on Form 10-K for the year ended December 31, 2014. Such information has not been updated or revised since the date it was originally filed with the SEC. Accordingly, you are encouraged to review such information together with any subsequent information that we have filed with the SEC and other publicly available information.


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Exhibit 13

Telephone and Data Systems, Inc.

Financial Reports Contents

Management's Discussion and Analysis of Results of Operations and Financial Condition

  1

Overview

  1

Regulatory Matters

  6

Results of Operations—Consolidated

  9

Results of Operations—U.S. Cellular

  12

Results of Operations—TDS Telecom

  19

Inflation

  26

Recently Issued Accounting Pronouncements

  26

Liquidity and Capital Resources

  26

Application of Critical Accounting Policies and Estimates

  34

Certain Relationships and Related Transactions

  42

Private Securities Litigation Reform Act of 1995 Safe Harbor Cautionary Statement

  43

Market Risk

  46

Consolidated Statement of Operations

  47

Consolidated Statement of Comprehensive Income (Loss)

  48

Consolidated Statement of Cash Flows

  49

Consolidated Balance Sheet—Assets

  50

Consolidated Balance Sheet—Liabilities and Equity

  51

Consolidated Statement of Changes in Equity

  52

Notes to Consolidated Financial Statements

  55

Reports of Management

  111

Report of Independent Registered Public Accounting Firm

  113

Selected Consolidated Financial Data

  114

Consolidated Quarterly Information (Unaudited)

  115

Shareholder Information

  116

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Telephone and Data Systems, Inc.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Telephone and Data Systems, Inc. ("TDS") is a diversified telecommunications company providing high-quality telecommunications services to approximately 4.8 million wireless customers and 1.2 million wireline and cable connections at December 31, 2014. TDS conducts all of its wireless operations through its 84%-owned subsidiary, United States Cellular Corporation ("U.S. Cellular"). TDS provides wireline services, cable services and hosted and managed services ("HMS"), through its wholly-owned subsidiary, TDS Telecommunications Corporation ("TDS Telecom").

The following discussion and analysis should be read in conjunction with TDS' audited consolidated financial statements and the description of TDS' business included in Item 1 of the TDS Annual Report on Form 10-K ("Form 10-K") for the year ended December 31, 2014. The discussion and analysis contained herein refers to consolidated data and results of operations, unless otherwise noted.

OVERVIEW

The following is a summary of certain selected information contained in the comprehensive Management's Discussion and Analysis of Financial Condition and Results of Operations that follows. The overview does not contain all of the information that may be important. You should carefully read the entire Management's Discussion and Analysis of Financial Condition and Results of Operations and not rely solely on the overview.

TDS' business segments reflected in this Annual Report on Form 10-K for the year ended December 31, 2014 are U.S. Cellular, TDS Telecom's Wireline, Cable and HMS operations. TDS operations also include the majority-owned printing and distribution company, Suttle-Straus, Inc. ("Suttle-Straus") and TDS' wholly-owned subsidiary, Airadigm Communications, Inc. ("Airadigm"). Suttle-Straus and Airadigm's financial results 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 18—Business Segment Information for summary financial information on each business segment.

U.S. Cellular

In its consolidated operating markets, U.S. Cellular serves approximately 4.8 million customers in 23 states. As of December 31, 2014, U.S. Cellular's average penetration rate in its consolidated operating markets was 15.0%. U.S. Cellular operates on a customer satisfaction strategy, striving to meet or exceed customer needs by providing a comprehensive range of wireless products and services, excellent customer support, and a high-quality network. U.S. Cellular's business development strategy is to obtain interests in and access to wireless licenses in its current operating markets and in areas that are adjacent to or in close proximity to its other wireless licenses, thereby building contiguous operating market areas with strong spectrum positions. U.S. Cellular believes that the acquisition of additional licenses within its current operating markets will enhance its network capacity to meet its customers' increased demand for data services. In addition, U.S. Cellular anticipates that grouping its operations into market areas will continue to provide it with certain economies in its capital and operating costs.

Financial and operating highlights in 2014 included the following:

Total customers were 4,760,000 at December 31, 2014, including 4,646,000 retail customers (98% of total).

Beginning in the second quarter of 2014, U.S. Cellular expanded its offerings for equipment installment plans. In 2014, 24% of total device sales to postpaid customers were made under equipment installment plans.

In December 2014, U.S. Cellular sold $275 million of 7.25% Unsecured Senior Notes due 2063 and will use the proceeds for general corporate purposes, including spectrum purchases and capital expenditures. See Note 11—Debt for additional details.

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Telephone and Data Systems, Inc.

Management's Discussion and Analysis of Financial Condition and Results of Operations

In December 2014, U.S. Cellular entered into an agreement to sell 595 towers outside of its Core Markets for approximately $159 million. Concurrently, U.S. Cellular closed on the sale of 236 towers, without tenants, for $10.0 million, recorded a gain of $4.7 million to (Gain) loss on sale of business and other exit costs, net and received $7.5 million in earnest money. The closing for the remaining 359 towers, primarily with tenants, occurred in January 2015, at which time U.S. Cellular received $141.5 million in additional cash proceeds. TDS recorded a gain of approximately $119 million related to this transaction.

In December 2014, U.S. Cellular completed a license exchange primarily in Oklahoma, North Carolina and Tennessee. As a result of this transaction, a gain of $21.7 million was recorded in (Gain) loss on license sales and exchanges in the Consolidated Statement of Operations.

In March 2014, U.S. Cellular sold the majority of its St. Louis area non-operating market license for $92.3 million. As a result of this sale, a gain of $75.8 million was recorded in (Gain) loss on license sales and exchanges in the Consolidated Statement of Operations.

In February 2014, U.S. Cellular completed a license exchange in Wisconsin. As a result of this transaction, a gain of $15.7 million was recorded in (Gain) loss on license sales and exchanges in the Consolidated Statement of Operations.

In 2014, Core Markets information is the same as Consolidated Markets information. However, because the Divestiture Transaction and the NY1 & NY2 Deconsolidation were consummated in the second quarter of 2013, the Consolidated Markets in the first six months of 2013 include information with respect to the Divestiture Markets and the NY1 & NY2 Partnerships. Accordingly, the following operating information is presented for Core Markets to permit a comparison of 2014 to 2013 excluding the Divestiture Markets and the NY1 & NY2 Partnerships. As used here, Core Markets is defined as all consolidated markets in which U.S. Cellular currently conducts business and, therefore, excludes the Divestiture Markets and the NY1 & NY2 Partnerships. Core Markets as defined also includes any other income or expenses due to U.S. Cellular's direct or indirect ownership interests in other spectrum in the Divestiture Markets which was not included in the Divestiture Transaction and other retained assets from the Divestiture Markets. See Note 6—Acquisitions, Divestitures and Exchanges and Note 8—Investments in Unconsolidated Entities in the Notes to Consolidated Financial Statements for additional information.

Highlights in the twelve months ended December 31, 2014 for Core Markets included the following:

Retail customer net additions were 36,000 in 2014 compared to net losses of 215,000 in 2013. In the postpaid category, there were net additions of 31,000 in 2014, compared to net losses of 217,000 in 2013. Prepaid net additions were 5,000 in 2014 compared to net additions of 2,000 in 2013.

Postpaid customers comprised approximately 93% of U.S. Cellular's retail customers as of both December 31, 2014 and December 31, 2013, respectively. The postpaid churn rate was 1.8% in 2014 and 1.7% in 2013. Postpaid churn in the first half of 2014 was adversely affected by the billing system conversion in 2013; however, it steadily improved over the course of the year and was 1.6% for the three months ended December 31, 2014. The prepaid churn rate was 6.4% in 2014 and 6.7% in 2013.

Billed average revenue per user ("ARPU") increased to $53.49 in 2014 from $50.82 in 2013 reflecting an increase in postpaid ARPU due to increases in smartphone adoption and corresponding revenues from data products and services. Service revenue ARPU increased to $60.32 in 2014 from $57.66 in 2013 due primarily to an increase in postpaid and prepaid ARPU.

Postpaid customers on smartphone service plans increased to 60% as of December 31, 2014 compared to 51% as of December 31, 2013. In addition, smartphones represented 81% of all handsets sold in 2014 compared to 73% in 2013.

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Telephone and Data Systems, Inc.

Management's Discussion and Analysis of Financial Condition and Results of Operations

The following financial information is presented for U.S. Cellular consolidated results:

Retail service revenues of $3,013.0 million decreased $152.5 million year-over-year, due to a decrease of 456,000 in the average number of retail customers (including approximately 250,000 due to the reductions caused by the Divestiture Transaction and NY1 & NY2 Deconsolidation) partially offset by an increase in billed ARPU.

Total additions to Property, plant and equipment were $557.6 million, including expenditures to deploy fourth generation Long-term Evolution ("4G LTE") equipment, construct cell sites, increase capacity in existing cell sites and switches, outfit new and remodel existing retail stores, and enhance billing and other customer management related systems and platforms. Total cell sites in service decreased 11% year-over-year to 6,220 primarily as a result of the deactivation of certain cell sites in the Divestiture Markets.

Operating income (loss) decreased $290.3 million to a loss of $143.4 million in 2014 from income of $146.9 million in 2013. The gain on license sales and exchanges and the gain on sale of business and other exit costs contributed $145.8 million and $502.2 million to operating income in 2014 and 2013, respectively. Without these items, operating income (loss) improved by $66.2 million due to higher equipment revenue and lower selling, general and administrative, and depreciation, amortization and accretion expenses, which were partially offset by lower service revenues and higher cost of equipment sold.

U.S. Cellular anticipates that its future results may be affected by the following factors:

Effects of industry competition on service and equipment pricing;

U.S. Cellular completed the migration of its customers to a new Billing and Operational Support System ("B/OSS") in the third quarter of 2013. Intermittent system outages and delayed system response times negatively impacted customer service and sales operations at certain times. System enhancements and other measures were implemented to address these issues, and customer service and sales operations response times have improved to expected levels. In addition, in the fourth quarter of 2014, U.S. Cellular entered into certain arrangements pursuant to which U.S. Cellular now outsources certain support functions for its B/OSS to a third-party vendor. B/OSS is a complex system and any future operational problems with the system, including any failure by the vendor to provide the required level of service under the outsourcing arrangements, could have adverse effects on U.S. Cellular's results of operations or cash flows;

Impacts of selling Apple products;

Impacts of selling devices under equipment installment plans;

Relative ability to attract and retain customers in a competitive marketplace in a cost effective manner;

Expanded distribution of products and services in third-party national retailers;

The nature and rate of growth in the wireless industry, requiring U.S. Cellular to grow revenues primarily from selling additional products and services to its existing customers, increasing the number of multi-device users among its existing customers, increasing data products and services and attracting wireless customers switching from other wireless carriers;

Continued growth in revenues and costs related to data products and services and declines in revenues from voice services;

Rapid growth in the demand for new data devices and services which may result in increased cost of equipment sold and other operating expenses and the need for additional investment in spectrum, network capacity and enhancements;

Further consolidation among carriers in the wireless industry, which could result in increased competition for customers and/or cause roaming revenues to decline;

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Telephone and Data Systems, Inc.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Uncertainty related to various rulemaking proceedings underway at the Federal Communications Commission ("FCC");

The ability to negotiate satisfactory 4G LTE data roaming agreements with other wireless operators;

In September 2014, U.S. Cellular entered into agreements to sell certain non-operating licenses ("unbuilt licenses") in exchange for receiving licenses in its operating markets and cash. These transactions are subject to regulatory approval and are expected to close in 2015. See Note 6—Acquisitions, Divestitures and Exchanges in the Notes to the Consolidated Financial Statements for additional information related to these transactions;

In January 2015, U.S. Cellular entered into a term loan credit agreement providing a $225.0 million senior term loan credit facility which will be used for general corporate purposes, including spectrum purchases and capital expenditures; and

In January 2015, the FCC released the results of Auction 97. U.S. Cellular participated in Auction 97 indirectly through its limited partnership in Advantage Spectrum, L.P. See Note 14—Variable Interest Entities in the Notes to Consolidated Financial Statements for additional information.

See "Results of Operations—U.S. Cellular."

TDS Telecom

The Wireline and Cable segments seek to be the preferred telecommunications solutions providers in their chosen markets serving both residential and commercial customers by developing and delivering high-quality products that meet or exceed customers' needs and to outperform the competition by maintaining superior customer service. TDS Telecom provides broadband, video and voice services to residential customers through value-added bundling of products. The commercial focus is to provide advanced IP-based voice and data services to small to medium sized businesses. The HMS segment offers a full suite of Information Technology ("IT") solutions including cloud and hosting solutions, managed services, enterprise resource planning ("ERP") application management, professional services, and IT hardware.

On September 1, 2014, TDS acquired substantially all of the assets of a group of companies operating as BendBroadband ("Bend"), headquartered in Bend, Oregon for $260.7 million in cash. Bend is a full-service communications company, offering an extensive range of broadband, fiber connectivity, cable television and telephone services for commercial and residential customers in Central Oregon. As part of the agreement, TDS also acquired a Tier III data center providing colocation and managed services and a cable advertising and broadcast business. The operations of the cable and advertising and broadcast businesses are included in the Cable segment. The data center services are included in the HMS segment.

On October 4, 2013, TDS acquired 100% of the outstanding shares of MSN Communications, Inc. ("MSN") for $43.6 million in cash. The operations of MSN are included in the HMS segment since the date of acquisition.

On August 1, 2013, TDS Telecom acquired substantially all of the assets of Baja Broadband, LLC ("Baja") for $264.1 million in cash. The operations of Baja are included in the Cable segment since the date of acquisition.

TDS Telecom acquired Vital Support Systems, LLC ("Vital") in June 2012 for $46.1 million in cash. The operations of Vital are included in the HMS segment since the date of acquisition.

All of these acquisitions impact the comparability of TDS Telecom operating results.

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Telephone and Data Systems, Inc.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Financial and operating highlights in 2014 included the following:

Operating revenues increased $141.3 million or 15% to $1,088.3 million in 2014. The increase was due primarily to $164.5 million from acquisitions.

Operating expenses increased $196.5 million or 22% to $1,098.7 million in 2014 due primarily to $160.6 million from acquisitions and an $84.0 million non-cash goodwill impairment loss, partially offset by a $43.6 million decrease in Wireline expenses.

Additions to Property, plant and equipment totaled $208.1 million in 2014 including strategic investment in increased network capabilities for broadband services, HMS expansion, IPTV expansion, and software tools that improve management of the network and support sales and customer service processes.

An $84.0 million loss on impairment of goodwill was recognized in the HMS segment during the quarter ended September 30, 2014. See Note 7—Intangible Assets in the Notes to Consolidated Financial Statements for more information related to this impairment.

Operating income declined $55.2 million to a $10.4 million loss in 2014. Without the impairment loss of $84.0 million, operating income was higher by $28.8 million or 64%.

TDS anticipates that TDS Telecom's future results will be affected by the following factors:

Continued increases in competition from wireless and other wireline providers, cable providers, satellite video providers, and technologies such as Voice over Internet Protocol ("VoIP"), DOCSIS 3.0 and further upgrades, and fourth generation ("4G") mobile technology;

Continued increases in consumer data usage and demand for high-speed data services;

Continued declines in Wireline voice connections;

Continued focus on customer retention programs, including discounting for "triple-play" bundles including broadband, video or satellite video and voice;

The expansion of Internet Protocol television ("IPTV") into additional market areas;

Continued growth in hosted and managed services which may result in the need for additional investment in data centers;

Continued focus on cost-reduction initiatives through product and service cost improvements and process efficiencies;

The Federal government's disbursement of Broadband Stimulus Funds to bring broadband to rural customers;

The National Broadband Plan and other rulemaking by the FCC, including uncertainty related to future funding from the Universal Service Fund ("USF"), broadband requirements, intercarrier compensation and changes in access reform;

Impacts of the Bend, Baja and MSN transactions, including, but not limited to, the ability to successfully integrate and operate these businesses and the financial impacts of such transactions; and

Potential acquisitions or divestitures by TDS and/or TDS Telecom of wireline, cable, HMS, or other businesses.

See "Results of Operations—TDS Telecom."

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Telephone and Data Systems, Inc.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Pro Forma Financial Information

Refer to TDS' Form 8-K filed on February 26, 2014 for pro forma financial information related to the Divestiture Transaction and the NY1 & NY2 Deconsolidation for the three and twelve months ended December 31, 2013, as if the transactions had occurred at the beginning of the respective periods.

REGULATORY MATTERS

FCC Interoperability Order

On October 25, 2013, the FCC adopted a Report and Order and Order of Proposed Modification confirming a voluntary industry agreement on interoperability in the Lower 700 MHz spectrum band. The FCC's Report and Order laid out a roadmap for the voluntary commitments of AT&T and DISH Network Corporation ("DISH") to become fully binding. The FCC implemented the AT&T commitments in an Order adopted in the first quarter of 2014 that modified AT&T's Lower 700 MHz licenses. Pursuant to these commitments, AT&T will begin incorporating changes in its network and devices that will foster interoperability across all paired spectrum blocks in the Lower 700 MHz Band and support LTE roaming on AT&T networks for carriers with compatible Band 12 devices, consistent with the FCC's rules on roaming. AT&T will be implementing the foregoing changes in phases starting with network software enhancement taking place possibly through the third quarter of 2015 with the AT&T Band 12 device roll-out to follow. In late 2014, AT&T made filings with and reaffirmed to the FCC its commitment under this Order. In addition, the FCC has adopted changes in its technical rules for certain unpaired spectrum licensed to AT&T and DISH in the Lower 700 MHz band to enhance prospects for Lower 700 MHz interoperability. AT&T's network and devices currently interoperate across only two of the three paired blocks in the Lower 700 MHz band. U.S. Cellular's LTE deployment, carried out in conjunction with its partner, King Street Wireless, utilizes spectrum in all three of these blocks and, consequently, was not interoperable with the AT&T configuration. U.S. Cellular believes that the FCC action will broaden the ecosystem of devices available to U.S. Cellular's customers over time.

FCC Net Neutrality Proposal

Currently, internet services are subject to substantially less regulation than traditional common carrier telecommunications services under federal law and generally are not subject to state or local government regulation because they are currently classified as an "information service" by the FCC under the Communications Act. Internet services provided by wireless carriers may also be subject to less regulation than by other telecommunications companies. However, in 2009, the FCC initiated a rulemaking proceeding designed to codify its existing "Net Neutrality" principles to regulate how internet service providers manage applications and content that traverse their networks. In December 2010, the FCC adopted a net neutrality rule based on its Title I "ancillary" authority under the Communications Act. Among other things, these rules prohibited all internet providers from blocking consumers' access to lawful websites or applications that compete with the provider's voice or video telephony services, subject to reasonable network management. The rules subjected the providers of fixed but not wireless broadband internet access to a prohibition on "unreasonable discrimination" in transmitting internet traffic over their networks, subject to reasonable network management. On January 14, 2014, the U.S. Court of Appeals for the District of Columbia Circuit vacated the foregoing "anti-blocking" and "anti-discrimination" portions of the FCC's net neutrality rules. In May 2014, the FCC proposed revised rules, substantially similar to the vacated rules, except that the revised proposed rules would replace the prohibition of "unreasonable discrimination" with a prohibition on "commercially unreasonable practices." Following public comments on such rules and the urging of President Obama, in February 2015 the FCC chairman instead proposed applying "Title II" or telecommunications common carrier regulation to both fixed and wireless internet service providers to prevent "paid prioritization" of internet traffic to end users and to restrict wireless carriers from limiting the capacity of certain high volume data users to use the data network. If the FCC adopts such proposed rules, it is expected that they will be challenged in litigation. TDS cannot predict the outcome of these proceedings.

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Telephone and Data Systems, Inc.

Management's Discussion and Analysis of Financial Condition and Results of Operations

FCC Spectrum Auction 97

In January 2015, the FCC released the results of Auction 97. U.S. Cellular participated in Auction 97 indirectly through its limited partnership interest in Advantage Spectrum L.P. See Note 14—Variable Interest Entities in the Notes to Consolidated Financial Statements for additional information.

FCC Reform Order

The Telecommunications Act authorizes and directs the FCC to establish a Universal Service Fund ("USF"), to preserve and advance universal access to telecommunications services in rural and high-cost areas of the country. All carriers with interstate and international revenues must contribute to the USF. Carriers are free to pass on the cost of such contributions to their customers. In 2014, U.S. Cellular contributed $78.9 million into the federal USF and passed on the cost of such contributions to its customers. In 2014, TDS Telecom contributed $12.4 million into the federal USF and passed on the cost of such contributions to its customers.

Telecommunications companies may be designated by states, or in some cases by the FCC, as an Eligible Telecommunications Carrier ("ETC") to receive universal service support payments if they provide specified services in "high cost" areas. U.S. Cellular has been designated as an ETC in certain states and received approximately $92.1 million in high cost support for service to high cost areas in 2014. TDS Telecom also received support under USF support programs. In 2014, TDS Telecom received $82.2 million under all the federal USF support programs.

In 2011, the FCC released an order ("Reform Order") to: reform its universal service and intercarrier compensation mechanisms; establish a new, broadband-focused support mechanism; and propose further rules to advance reform. Pursuant to the FCC's Reform Order, U.S. Cellular's ETC support has been phased down by 40% since July 1, 2012. As provided by the Reform Order, the phase down is currently suspended and U.S. Cellular will continue to receive 60% of its baseline support until a new fund provided in the Reform Order is operational. With respect to TDS Telecom, it remains unclear whether the new mechanism will provide TDS Telecom with the same level of support over time that TDS Telecom receives today. Further proceedings including litigation may also be possible. At this time, TDS cannot predict the net effect of further changes to the USF high cost support program under the Reform Order.

Multiple appeals of the Reform Order were consolidated and argued in the U.S. Court of Appeals for the 10th Circuit on November 19, 2013. The court ruled in favor of the FCC and U.S. Cellular filed a Petition of Certiorari on November 25, 2014 with the United States Supreme Court. At this time, U.S. Cellular cannot predict whether the Supreme Court will accept the case or the timing or outcome of any such decision should the Court permit the appeal.

With respect to intercarrier compensation, the Reform Order provides for a reduction in the charges that U.S. Cellular pays to wireline phone companies to transport and terminate calls that originate on their networks, which will reduce U.S. Cellular's operating expenses. The reductions in intercarrier charges are to increase over the next five to ten years, further reducing U.S. Cellular's operating expenses. With respect to TDS Telecom, the Reform Order provides for a reduction in the charges that TDS Telecom pays to wireline phone companies to transport and terminate calls that originate on TDS Telecom's network, which will reduce TDS Telecom's operating expenses. However, TDS Telecom also receives revenue from other carriers to transport and terminate calls that originate on those carriers' networks. As reductions in intercarrier charges are to increase over the next five to ten years, TDS Telecom's related revenues and operating expenses are expected to decline. The net effect of these changes is not known. Further proceedings including litigation may also be possible. TDS cannot predict whether such changes will have a material adverse effect on TDS' business, financial condition or results of operations.

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Telephone and Data Systems, Inc.

Management's Discussion and Analysis of Financial Condition and Results of Operations

FCC Definition of Broadband Benchmark

In January 2015, the FCC redefined its "broadband" benchmark speeds as delivering at least 25 Mbps (previously 4 Mbps) for downloads and 3 Mbps (previously 1 Mbps) for uploads. These benchmarks may be used by the FCC in connection with certain FCC rules, determining eligibility for support payments, the consideration and approval by the FCC of certain transactions and other regulatory and related purposes. TDS does not use the new FCC benchmark to define broadband for purposes of disclosure of operating metrics or financial results. With respect to the Wireline segment, broadband connections represent the number of customers that are provided with high-capacity data circuits via various technologies, including fiber, DSL and dedicated internet circuit technologies. With respect to the Cable segment, broadband connections represent the billable number of lines into a building for high speed data services. See "Results of Operations—TDS Telecom" below.

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Telephone and Data Systems, Inc.

Management's Discussion and Analysis of Financial Condition and Results of Operations

RESULTS OF OPERATIONS—CONSOLIDATED

Year Ended December 31,
  2014   Increase/
(Decrease)
  Percentage
Change
  2013   Increase/
(Decrease)
  Percentage
Change
  2012  
(Dollars in thousands, except per share amounts)
 

Operating revenues

                                           

U.S. Cellular

  $ 3,892,747   $ (26,089 )   (1 )% $ 3,918,836   $ (533,248 )   (12 )% $ 4,452,084  

TDS Telecom

    1,088,312     141,309     15 %   947,003     92,497     11 %   854,506  

All other

    28,379     (7,018 )   (20 )%   35,397     (3,290 )   (9 )%   38,687  

Total operating revenues

    5,009,438     108,202     2 %   4,901,236     (444,041 )   (8 )%   5,345,277  

Operating expenses

   
 
   
 
   
 
   
 
   
 
   
 
   
 
 

U.S. Cellular

    4,036,137     264,166     7 %   3,771,971     (523,457 )   (12 )%   4,295,428  

TDS Telecom

    1,098,683     196,512     22 %   902,171     88,407     11 %   813,764  

All other(1)

    64,482     72,747     >100 %   (8,265 )   (60,487 )   >(100 )   52,222  

Total operating expenses

    5,199,302     533,425     11 %   4,665,877     (495,537 )   (10 )%   5,161,414  

Operating income (loss)

   
 
   
 
   
 
   
 
   
 
   
 
   
 
 

U.S. Cellular

    (143,390 )   (290,255 )   >(100 )%   146,865     (9,791 )   (6 )%   156,656  

TDS Telecom

    (10,371 )   (55,203 )   >(100 )%   44,832     4,090     10 %   40,742  

All other(1)

    (36,103 )   (79,765 )   >(100 )%   43,662     57,197     >100     (13,535 )

Total operating income (loss)

    (189,864 )   (425,223 )   >(100 )%   235,359     51,496     28 %   183,863  

Other income (expenses)

   
 
   
 
   
 
   
 
   
 
   
 
   
 
 

Equity in earnings of unconsolidated entities

    131,965     (749 )   (1 )%   132,714     39,847     43 %   92,867  

Interest and dividend income

    16,957     7,865     87 %   9,092     (156 )   (2 )%   9,248  

Gain (loss) on investments

        (14,547 )   N/M     14,547     18,265     >100     (3,718 )

Interest expense

    (111,397 )   12,586     13 %   (98,811 )   12,066     (14 )%   (86,745 )

Other, net

    115     152     >100 %   (37 )   (757 )   >(100 )   720  

Total other income (expenses)

    37,640     (19,865 )   (35 )%   57,505     45,133     >100 %   12,372  

Income (loss) before income taxes

    (152,224 )   (445,088 )   >(100 )%   292,864     96,629     49 %   196,235  

Income tax expense (benefit)

    (4,932 )   (130,975 )   >(100 )%   126,043     52,461     71 %   73,582  

Net income (loss)

    (147,292 )   (314,113 )   >(100 )%   166,821     44,168     36 %   122,653  

Less: Net income (loss) attributable to noncontrolling interests, net of tax

    (10,937 )   (35,831 )   >(100 )%   24,894     (15,898 )   (39 )%   40,792  

Net income (loss) attributable to TDS shareholders

    (136,355 )   (278,282 )   >(100 )%   141,927     60,066     73 %   81,861  

Preferred dividend requirement

    (49 )           (49 )   1     2 %   (50 )

Net income (loss) available to common shareholders

  $ (136,404 ) $ (278,282 )   >(100 )% $ 141,878   $ 60,067     73 % $ 81,811  

Basic earnings (loss) per share attributable to TDS shareholders

  $ (1.26 ) $ (2.57 )   >(100 )% $ 1.31   $ 0.56     75 % $ 0.75  

Diluted earnings (loss) per share attributable to TDS shareholders

  $ (1.26 ) $ (2.55 )   >(100 )% $ 1.29   $ 0.54     72 % $ 0.75  

N/M—Percentage change not meaningful

(1)
Consists of corporate and other operations and intercompany eliminations. In 2013, TDS recognized an incremental gain of $53.5 million compared to U.S. Cellular upon closing of the Divestiture Transaction as a result of lower asset basis in the assets disposed.

Operating Revenues and Expenses

See "Results of Operations—U.S. Cellular" and "Results of Operations—TDS Telecom" below for factors that affected Operating revenues and expenses.

Equity in earnings of unconsolidated entities

Equity in earnings of unconsolidated entities represents TDS' share of net income from entities in which it has a noncontrolling interest and that are accounted for by the equity method.

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Management's Discussion and Analysis of Financial Condition and Results of Operations

TDS' investment in the Los Angeles SMSA Limited Partnership ("LA Partnership") contributed $71.8 million, $78.4 million and $67.2 million to Equity in earnings of unconsolidated entities in 2014, 2013 and 2012, respectively. TDS received cash distributions from the LA Partnership of $60.5 million $71.5 million and $66.0 million in 2014, 2013 and 2012, respectively.

On April 3, 2013, TDS deconsolidated the NY1 & NY2 Partnerships and began reporting them as equity method investments in its consolidated financial statements as of that date. In 2014, TDS' investment in the NY1 & NY2 Partnerships contributed $29.0 million and in 2013, subsequent to their deconsolidation, NY1 & NY2 Partnerships contributed $24.7 million to Equity in earnings of unconsolidated entities. No amounts were included in 2012 because the NY1 & NY2 Partnerships were consolidated in that year. Distributions from the NY1 & NY2 Partnerships of $26.8 million in 2014, and $29.4 in 2013, are included in Distributions from unconsolidated entities on the Consolidated Statement of Cash Flows.

Interest and dividend income

In 2014, Interest and dividend income increased by $7.9 million due primarily to imputed interest income recognized on Equipment Installment Plans. See Note 3—Equipment Installment Plans in the Notes to Consolidated Financial Statements for additional information.

Gain (loss) on investments

In connection with the deconsolidation of the NY1 & NY2 Partnerships, TDS recognized a non-cash pre-tax gain of $14.5 million which was recorded in Gain (loss) on investments in 2013. See Note 8—Investments in Unconsolidated Entities in the Notes to Consolidated Financial Statements for additional information.

Loss on investment in 2012 includes a provision for loss of $3.7 million related to a note receivable and preferred stock acquired by U.S. Cellular in connection with an acquisition in 1998.

Interest expense

In 2014, Interest expense increased $12.6 million from 2013 due primarily to a decrease in capitalized interest related to network and systems projects. In 2013, interest expense increased $12.1 million due primarily to the issuance of TDS' 5.875% Senior Notes in November 2012 for $195.0 million. This amount was partially offset by an increase in capitalized interest during 2013.

Income tax expense

The effective tax rates on Income before income taxes and extraordinary items ("pre-tax income") for 2014, 2013 and 2012 were 3.2%, 43.0% and 37.5%, respectively. The following significant discrete and other items impacted income tax expense for these years:

2014—Includes tax expense of $38.5 million related to valuation allowances recorded against certain state deferred tax assets, an increase to tax expense of $18.3 million due to a nondeductible impairment of Goodwill, and a tax benefit of $10.8 million related to a release of valuation allowance on federal net operating losses previously limited under loss utilization rules. The effective tax rate in 2014 is lower due to the effect of these items combined with the loss in 2014 in Income (loss) before income taxes.

2013—Includes tax expense of $14.9 million related to the NY1 & NY2 Deconsolidation and the Divestiture Transaction, and a tax benefit of $5.5 million resulting from statute of limitation expirations.

2012—Includes tax benefits of $11.3 million resulting from statute of limitation expirations and $6.1 million resulting from corrections relating to prior periods, offset by tax expense of $1.3 million related to state income tax audits and tax expense associated with increases to state deferred tax asset valuation allowances of $5.2 million.

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Telephone and Data Systems, Inc.

Management's Discussion and Analysis of Financial Condition and Results of Operations

See Note 4—Income Taxes in the Notes to Consolidated Financial Statements for further information on the effective tax rate.

Net income (loss) attributable to noncontrolling interests, net of tax

Net income (loss) attributable to noncontrolling interests, net of tax includes the noncontrolling public shareholders' share of U.S. Cellular's net income (loss), the noncontrolling shareholders' or partners' share of certain U.S. Cellular subsidiaries' net income (loss) and other TDS noncontrolling interests.

Year Ended December 31,
  2014   2013   2012  
(Dollars in thousands)
   
 

Net income (loss) attributable to noncontrolling interests, net of tax U.S. Cellular

                   

Noncontrolling public shareholders'(1)

  $ (6,826 ) $ 21,775   $ 18,431  

Noncontrolling shareholders' or partners'(1)(2)

    (4,111 )   3,119     22,361  

  $ (10,937 ) $ 24,894   $ 40,792  

(1)
The decrease in 2014 is due primarily to decreased income from certain partnerships and U.S. Cellular.

(2)
The decrease in 2013 is due primarily to the elimination of the noncontrolling interest as a result of the NY1 & NY2 Deconsolidation on April 3, 2013.

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Telephone and Data Systems, Inc.

Management's Discussion and Analysis of Financial Condition and Results of Operations

RESULTS OF OPERATIONSU.S. CELLULAR

TDS provides wireless telephone service through U.S. Cellular, an 84%-owned subsidiary. U.S. Cellular owns, manages and invests in wireless markets throughout the United States.

Summary Operating Data for U.S. Cellular Consolidated Markets

Following is a table of summarized operating data for U.S. Cellular's Consolidated Markets. Consolidated Markets herein refers to markets which U.S. Cellular currently consolidates, or previously consolidated in the periods presented, and is not adjusted in prior periods presented for subsequent divestitures or deconsolidations. Unless otherwise noted, figures reported in Results of Operations are representative of consolidated results.

As of or for the Year Ended December 31,
  2014   2013   2012  

Retail Customers

                   

Postpaid

                   

Total at end of period

    4,298,000     4,267,000     5,134,000  

Gross additions

    940,000     697,000     880,000  

Net additions (losses)

    31,000     (325,000 )   (165,000 )

ARPU(1)

  $ 56.75   $ 54.31   $ 54.32  

ARPA(2)

  $ 133.19   $ 120.92   $ 123.27  

Churn rate(3)

    1.8 %   1.8 %   1.7 %

Smartphone penetration(4)

    59.8 %   50.8 %   41.8 %

Prepaid

                   

Total at end of period

    348,000     343,000     423,000  

Gross additions

    274,000     309,000     368,000  

Net additions (losses)

    5,000     (21,000 )   118,000  

ARPU(1)

  $ 34.07   $ 31.44   $ 33.26  

Churn rate(3)

    6.4 %   7.0 %   6.0 %

Total customers at end of period

    4,760,000     4,774,000     5,798,000  

Billed ARPU(1)

  $ 53.49   $ 50.73   $ 50.81  

Service revenue ARPU(1)

  $ 60.32   $ 57.61   $ 58.70  

Smartphones sold as a percent of total handsets sold

    81.3 %   72.8 %   58.7 %

Total Population

                   

Consolidated markets(5)

    50,906,000     58,013,000     93,244,000  

Consolidated operating markets(5)

    31,729,000     31,759,000     46,966,000  

Market penetration at end of period

                   

Consolidated markets(6)

    9.4 %   8.2 %   6.2 %

Consolidated operating markets(6)

    15.0 %   15.0 %   12.3 %

Capital expenditures (000s)

  $ 557,615   $ 737,501   $ 836,748  

Total cell sites in service

    6,220     6,975     8,028  

Owned towers in service

    4,281     4,448     4,408  

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Management's Discussion and Analysis of Financial Condition and Results of Operations

Summary Operating Data for U.S. Cellular Core Markets

Following is a table of summarized operating data for U.S. Cellular's Core Markets. For comparability, Core Markets as presented here excludes the results of the Divestiture Markets and NY1 and NY2 Partnerships as of or for the twelve months ended December 31, 2013 and December 31, 2012.

As of or for the Year Ended December 31,
  2014   2013   2012  

Retail Customers

                   

Postpaid

                   

Total at end of period

    4,298,000     4,267,000     4,496,000  

Gross additions

    940,000     682,000     746,000  

Net additions (losses)

    31,000     (217,000 )   (92,000 )

ARPU(1)

  $ 56.75   $ 54.23   $ 53.65  

ARPA(2)

  $ 133.19   $ 115.00   $ 120.78  

Churn rate(3)

    1.8 %   1.7 %   1.5 %

Smartphone penetration(4)

    59.8 %   50.8 %   41.1 %

Prepaid

                   

Total at end of period

    348,000     343,000     342,000  

Gross additions

    274,000     295,000     288,000  

Net additions (losses)

    5,000     2,000     124,000  

ARPU(1)

  $ 34.07   $ 31.45   $ 32.98  

Churn rate(3)

    6.4 %   6.7 %   5.2 %

Total customers at end of period

    4,760,000     4,774,000     5,022,000  

Billed ARPU(1)

  $ 53.49   $ 50.82   $ 50.54  

Service revenue ARPU(1)

  $ 60.32   $ 57.66   $ 58.49  

Smartphones sold as a percent of total handsets sold

    81.3 %   73.0 %   58.9 %

Total Population

                   

Consolidated markets(5)

    50,906,000     58,013,000     83,384,000  

Consolidated operating markets(5)

    31,729,000     31,759,000     31,445,000  

Market penetration at end of period

                   

Consolidated markets(6)

    9.4 %   8.2 %   6.0 %

Consolidated operating markets(6)

    15.0 %   15.0 %   16.0 %

Capital expenditures (000s)

  $ 557,615   $ 735,082   $ 768,884  

Total cell sites in service

    6,220     6,161     6,130  

Owned towers in service

    3,951     3,883     3,847  

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

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

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

c.
Billed ARPU consists of total postpaid, prepaid and reseller service revenues and postpaid, prepaid and reseller customers.

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

(2)
Average Revenue per Account ("ARPA") metric is calculated by dividing total postpaid service revenues by the average number of postpaid accounts by the number of months in the period.

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(3)
Churn metrics represent the percentage of the postpaid or prepaid customers that disconnects service each month. These metrics represent the average monthly postpaid or prepaid churn rate for each respective period.

(4)
Smartphones represent wireless devices which run on an Android, Apple, BlackBerry or Windows Mobile operating system, excluding connected devices. Smartphone penetration is calculated by dividing postpaid smartphone customers by total postpaid customers.

(5)
The decrease in the population of consolidated markets is due primarily to the divestiture of the Mississippi Valley non-operating license in October 2013, the majority of the St. Louis area non-operating market license in March 2014, and certain non-operating licenses in North Carolina in December 2014. Total Population is used only to calculate market penetration of consolidated markets and consolidated operating markets, respectively. See footnote (6) below.

(6)
Market penetration is calculated by dividing the number of wireless customers at the end of the period by the total population of consolidated markets and consolidated operating markets, respectively, as estimated by Claritas. The increase in consolidated markets penetration is due primarily to a lower denominator as a result of the license divestitures described in footnote (5) above.

Components of Operating Income (Loss)

Year Ended December 31,
  2014   Increase/
(Decrease)
  Percentage
Change
  2013   Increase/
(Decrease)
  Percentage
Change
  2012  
(Dollars in thousands)
   
 

Retail service

  $ 3,012,984   $ (152,512 )   (5)%   $ 3,165,496   $ (382,483 )   (11)%   $ 3,547,979  

Inbound roaming

    224,090     (39,096 )   (15)%     263,186     (85,531 )   (25)%     348,717  

Other

    160,863     (5,228 )   (3)%     166,091     (36,069 )   (18)%     202,160  

Service revenues

    3,397,937     (196,836 )   (5)%     3,594,773     (504,083 )   (12)%     4,098,856  

Equipment sales

    494,810     170,747     53%     324,063     (29,165 )   (8)%     353,228  

Total operating revenues

    3,892,747     (26,089 )   (1)%     3,918,836     (533,248 )   (12)%     4,452,084  

System operations (excluding Depreciation, amortization and accretion reported below)

   
769,911
   
6,476
   
1%
   
763,435
   
(183,370

)
 
(19)%
   
946,805
 

Cost of equipment sold

    1,192,669     193,669     19%     999,000     63,053     7%     935,947  

Selling, general and administrative

    1,591,914     (85,481 )   (5)%     1,677,395     (87,538 )   (5)%     1,764,933  

Depreciation, amortization and accretion

    605,997     (197,784 )   (25)%     803,781     195,148     32%     608,633  

(Gain) loss on asset disposals, net

    21,469     9,137     30%     30,606     (12,518 )   (69)%     18,088  

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

    (32,830 )   (213,937 )   (87)%     (246,767 )   267,789     >100%     21,022  

(Gain) loss on license sales and exchanges

    (112,993 )   (142,486 )   (56)%     (255,479 )   255,479     N/M      

Total operating expenses

    4,036,137     264,166     7%     3,771,971     (523,457 )   (12)%     4,295,428  

Operating income (loss)

  $ (143,390 ) $ (290,255 )   >(100)%   $ 146,865   $ (9,791 )   (6)%   $ 156,656  

N/M—Percentage change not meaningful

Operating Revenues

Service revenues

Service revenues consist primarily of: (i) charges for access, airtime, roaming, recovery of regulatory costs and value added services, including data products and services, provided to U.S. Cellular's retail customers and to end users through third party resellers ("retail service"); (ii) charges to other wireless carriers whose customers use U.S. Cellular's wireless systems when roaming; and (iii) amounts received from the Federal USF.

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Telephone and Data Systems, Inc.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Retail service revenues

Retail service revenues decreased by $152.5 million, or 5%, to $3,013.0 million due primarily to a decrease in U.S. Cellular's average customer base (including the reductions caused by the Divestiture Transaction and NY1 & NY2 Deconsolidation), partially offset by an increase in billed ARPU.

In 2013, Retail service revenues decreased by $382.5 million, or 11%, to $3,165.5 million due primarily to a decrease in U.S. Cellular's average customer base (including the reductions caused by the Divestiture Transaction and NY1 & NY2 Deconsolidation) and a slight decrease in billed ARPU. In the fourth quarter of 2013, U.S. Cellular issued loyalty reward points with a value of $43.5 million as a loyalty bonus in recognition of the inconvenience experienced by customers during U.S. Cellular's billing system conversion in 2013. The value of the loyalty bonus reduced Operating revenues in the Consolidated Statement of Operations and increased Customer deposits and deferred revenues in the Consolidated Balance Sheet.

Billed ARPU increased to $53.49 in 2014 from $50.73 in 2013. This overall increase is due primarily to an increase in postpaid ARPU to $56.75 in 2014 from $54.31 in 2013 and an increase in prepaid ARPU to $34.07 in 2014 from $31.44 in 2013, reflecting an increase in smartphone penetration and corresponding revenues from data products and services, partially offset by lower monthly service billings for customers on equipment installment plans. Billed ARPU in 2013 was relatively flat compared to $50.81 in 2012. An increase in smartphone adoption and corresponding revenues from data products and services drove higher ARPU; however, this growth was offset by the special issuance of loyalty rewards points in the fourth quarter of 2013, which negatively impacted billed ARPU for the year by $0.70.

U.S. Cellular expects continued pressure on retail service revenues in the foreseeable future due to industry competition for customers and related effects on pricing of service plan offerings offset to some degree by continued adoption of smartphones and data usage. In addition, beginning in the second quarter of 2014, U.S. Cellular expanded its offerings of equipment installment plans. To the extent that customers adopt these plans, U.S. Cellular expects an increase in equipment sales revenues. However, certain of the equipment installment plans provide the customer with a reduction in the monthly access charge for the device; thus, to the extent that existing customers adopt such plans, U.S. Cellular expects a reduction in retail service revenues and ARPU.

Inbound roaming revenues

Inbound roaming revenues decreased by $39.1 million, or 15% in 2014 to $224.1 million. The decrease was due in part to a $17.6 million impact related to the Divestiture Transaction and NY1 & NY2 Deconsolidation recorded in 2013. The remaining decrease in the Core Markets was due to a decrease in rates and a decline in voice volume, partially offset by higher data usage. U.S. Cellular expects modest growth in data volume, declining voice volumes and declining rates which likely will result in declining inbound roaming revenues in the near term. Both inbound and outbound roaming rates are subject to periodic revision; further, U.S. Cellular is negotiating 4G LTE roaming rates with several carriers which could materially affect roamer revenues and expenses going forward.

Inbound roaming revenues decreased by $85.5 million, or 25% in 2013 to $263.2 million. The decrease was due primarily to lower rates ($47.9 million) and the impacts of the Divestiture Transaction and NY1 & NY2 Deconsolidation ($37.6 million). Data volume increased year-over year but the impact of this increase was offset by the combined impacts of lower volume for voice and lower rates for both data and voice. The decline in roaming revenues was offset by a decline in roaming expense also due to lower rates.

Other revenues

Other revenues of $160.9 million in 2014 decreased by $5.2 million, or 3%, compared to 2013 due to a $14.8 million decrease in ETC support, partially offset by an increase in tower rental revenue. Tower

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Telephone and Data Systems, Inc.

Management's Discussion and Analysis of Financial Condition and Results of Operations

rental revenue was $55.5 million and $45.7 million in 2014 and 2013, respectively. In 2013, Other revenues decreased by $36.1 million, or 18%, due primarily to a decrease in ETC support.

Equipment sales revenues

Equipment sales revenues include revenues from sales of wireless devices and related accessories to both new and existing customers, as well as revenues from sales of wireless devices and accessories to agents. All Equipment sales revenues are recorded net of rebates.

U.S. Cellular offers a competitive line of quality wireless devices to both new and existing customers. U.S. Cellular's customer acquisition and retention efforts include offering new wireless devices to customers at discounted prices; in addition, customers on currently offered rate plans receive loyalty reward points that may be used to purchase a new wireless device or accelerate the timing of a customer's eligibility for a wireless device upgrade at promotional pricing. U.S. Cellular also continues to sell wireless devices to agents including national retailers; this practice enables U.S. Cellular to provide better control over the quality of wireless devices sold to its customers, establish roaming preferences and earn quantity discounts from wireless device manufacturers which are passed along to agents and other retailers.

Beginning in the second quarter of 2014, U.S. Cellular expanded its offerings of equipment installment plans. To the extent that customers adopt these plans, U.S. Cellular expects an increase in equipment sales revenues. However, certain of the equipment installment plans provide the customer with a reduction in the monthly access charge for the device; thus, to the extent that existing customers adopt such plans, U.S. Cellular expects a reduction in retail service revenues and ARPU.

Equipment sales revenues increased $170.7 million, or 53%, to $494.8 million in 2014. Equipment sales revenues in 2014 include $190.4 million related to equipment installment plan sales. The increase is due primarily to an increase in average revenue per device sold (including the impact of sales under equipment installment plans) and sales of connected devices and accessories. This increase is partially offset by a decrease in the sales of other device categories, primarily the feature phone category, and the effects of the Divestiture Transaction and the NY1 & NY2 Deconsolidation.

The decrease in 2013 equipment sales revenues of $29.2 million, or 8%, to $324.1 million was driven primarily by selling fewer devices, partially due to the Divestiture Transaction. Declines in volume were offset by an increase of 12% in average revenue per device. Average revenue per wireless device sold increased due to a continued shift in customer preference to higher priced smartphones.

Operating Expenses

System operations expenses (excluding Depreciation, amortization and accretion)

System operations expenses (excluding Depreciation, amortization and accretion) include charges from telecommunications service providers for U.S. Cellular's customers' use of their facilities, costs related to local interconnection to the wireline network, charges for cell site rent and maintenance of U.S. Cellular's network, long-distance charges, outbound roaming expenses and payments to third-party data product and platform developers.

System operations expenses increased $6.5 million, or 1%, to $769.9 million in 2014 and decreased $183.4 million, or 19%, to $763.4 million in 2013. Key components of the net changes in System operations expenses were as follows:

Maintenance, utility and cell site expenses increased $26.6 million, or 8%, in 2014 and decreased $61.6 million, or 15%, in 2013. The increase in 2014 reflects higher support costs for the expanded 4G LTE network and completion of certain maintenance projects deferred from 2013, partially offset by the impacts of the Divestiture Transaction and NY1 & NY2 Deconsolidation. The decrease in 2013 is driven primarily by impacts of the Divestiture Transaction and reductions in expenses related to 3G equipment

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Telephone and Data Systems, Inc.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Expenses incurred when U.S. Cellular's customers used other carriers' networks while roaming increased $5.8 million, or 3%, in 2014 and decreased $64.1 million, or 27%, in 2013. The increase in 2014 is driven primarily by an increase in data roaming usage, partially offset by lower rates, lower voice usage, and the impacts of the Divestiture Transaction and NY1 & NY2 Deconsolidation. The decrease in 2013 is due primarily to lower rates for both voice and data and lower voice volume, which more than offset increased data roaming usage, as well as the impacts of the Divestiture Transaction and NY1 & NY2 Deconsolidation.

Customer usage expenses decreased by $25.9 million, or 11%, in 2014, and $57.7 million, or 19%, in 2013. The decrease in 2014 is driven by impacts of the Divestiture Transaction and NY1 & NY2 Deconsolidation, lower volume and rates for long distance usage and lower fees for platform and content providers, partially offset by LTE migration costs. The decrease in 2013 is driven by impacts of the Divestiture Transaction and decreases in intercarrier charges as a result of the FCC's Reform Order and certain data costs, partially offset by increases due to network costs for 4G LTE.

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 usage, particularly data usage. However, these increases are expected to be offset to some 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 increased $193.7 million, or 19%, in 2014 and $63.1 million, or 7% in 2013. In both years, the increase was driven primarily by an increase in the average cost per wireless device sold (22% in 2014 and 33% in 2013), which more than offset the impact of selling fewer devices. Average cost per device sold increased due to general customer preference for higher priced 4G LTE smartphones and tablets. Smartphones sold as a percentage of total devices sold were 73%, 68% and 56% in 2014, 2013 and 2012, respectively. The total number of devices sold decreased by 3% and 18% in 2014 and 2013, respectively, partially due to the Divestiture Transaction.

U.S. Cellular's loss on equipment, defined as equipment sales revenues less cost of equipment sold, was $697.9 million, $674.9 million and $582.7 million for 2014, 2013 and 2012, respectively. U.S. Cellular expects loss on equipment to continue to be a significant cost in the foreseeable future as iconic data-centric wireless devices continue to increase in cost and wireless carriers continue to use device availability and pricing as a means of competitive differentiation. However, U.S. Cellular expects that sales of wireless devices under equipment installment plans and, for certain devices such as tablets, under non-subsidized plans, will offset loss on equipment to some degree.

Selling, general and administrative expenses

Selling, general and administrative expenses include salaries, commissions and expenses of field sales and retail personnel and facilities; telesales department salaries and expenses; agent commissions and related expenses; corporate marketing and merchandise management; and advertising expenses. Selling, general and administrative expenses also include bad debts expense, costs of operating customer care centers and corporate expenses.

Selling, general and administrative expenses decreased by $85.5 million to $1,591.9 million in 2014 and by $87.5 million to $1,677.4 million in 2013. Key components of the net changes in Selling, general and administrative expenses were as follows:

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Telephone and Data Systems, Inc.

Management's Discussion and Analysis of Financial Condition and Results of Operations

2014—

General and administrative expenses decreased by $79.7 million, or 8%, due primarily to the Divestiture Transaction and NY1 & NY2 Deconsolidation and lower consulting expenses related to the billing system conversion in the prior year.

Selling and marketing expenses decreased by $5.7 million, or 1%, due primarily to lower agent, employee and facilities costs as a result of the Divestiture Transaction, partially offset by increases in advertising expense and commissions; higher commissions reflected increases in gross additions, renewals and accessory sales volumes.

2013—

Selling and marketing expenses decreased by $75.7 million, or 9%, primarily from lower commission expenses, more cost-effective advertising spending and reduced employee and facilities costs as a result of the Divestiture Transaction.

General and administrative expenses decreased by $11.8 million, or 1%, driven by corporate cost containment and reduction initiatives and reduced spending as a result of the Divestiture Transaction, offset by costs associated with launching the new billing system of $55.8 million and higher bad debts expense of $31.5 million due to higher customer accounts receivable balances resulting from billing issues experienced after the system conversion.

Depreciation, amortization and accretion

Depreciation, amortization and accretion expense decreased $197.8 million, or 25%, in 2014, due primarily to the higher amount of accelerated depreciation, amortization and accretion in the Divestiture Markets that occurred in 2013. Depreciation, amortization and accretion expense increased $195.1 million, or 32%, in 2013 due primarily to the acceleration of depreciation, amortization and accretion in the Divestiture Markets. The impact of the acceleration was $13.1 million and $158.5 million in 2014 and 2013, respectively. The accelerated depreciation, amortization and accretion in the Divestiture Markets was completed in the first quarter of 2014.

(Gain) loss on asset disposals, net

(Gain) loss on asset disposals, net was a loss of $21.5 million in 2014 and $30.6 million in 2013 due primarily to losses resulting from the write-off and disposals of certain network assets.

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

(Gain) loss on sale of business and other exit costs, net was a gain of $32.8 million in 2014 and $246.8 million in 2013, both primarily related to the Divestiture Transaction. See Note 6—Acquisitions, Divestitures and Exchanges in the Notes to Consolidated Financial Statements for additional information.

(Gain) loss on license sales and exchanges

(Gain) loss on license sales and exchanges was a net gain in 2014 resulting from the sale of the St. Louis area non-operating market license and the license exchanges primarily in Wisconsin, Oklahoma, North Carolina and Tennessee. The gain in 2013 resulted from the sale of the Mississippi Valley non-operating market license for $308.0 million, which resulted in a pre-tax gain of $250.6 million. See Note 6—Acquisitions, Divestitures and Exchanges in the Notes to Consolidated Financial Statements for additional information.

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Telephone and Data Systems, Inc.

Management's Discussion and Analysis of Financial Condition and Results of Operations

RESULTS OF OPERATIONS—TDS TELECOM

TDS conducts its Wireline, Cable and HMS operations through TDS Telecom, a wholly-owned subsidiary. The following table summarizes operating data for Wireline and Cable operations:

As of or for the year ended December 31,
  2014   2013   2012  

Wireline

                   

Residential connections

                   

Voice(1)

    335,900     352,100     374,700  

Broadband(2)

    229,200     227,000     229,900  

IPTV(3)

    23,400     13,800     7,900  

Wireline residential connections

    588,500     592,900     612,500  

Total residential revenue per connection(4)

  $ 41.22   $ 40.53   $ 39.65  

Commercial connections

   
 
   
 
   
 
 

Voice(1)

    193,200     218,400     243,100  

Broadband(2)

    24,700     27,100     29,700  

managedIP(5)

    140,200     127,600     94,600  

Wireline commercial connections

    358,100     373,100     367,400  

Total Wireline connections

    946,600     966,000     979,900  

Cable

                   

Cable connections

                   

Video(6)

    110,400     69,100        

Broadband(7)

    110,900     61,000        

Voice(7)

    46,000     17,200        

Cable connections

    267,300     147,300        

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

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

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

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

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

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

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

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Telephone and Data Systems, Inc.

Management's Discussion and Analysis of Financial Condition and Results of Operations

TDS Telecom Total (Wireline, Cable and HMS Operations)

Components of Operating Income

Year Ended December 31,
  2014   Increase/
(Decrease)
  Percentage
Change
  2013   Increase/
(Decrease)
  Percentage
Change
  2012  
(Dollars in thousands)
   
   
   
   
   
   
   
 

Operating revenues

                                           

Wireline

  $ 716,422   $ (10,145 )   (1 )% $ 726,567   $ (15,181 )   (2 )% $ 741,748  

Cable

    116,855     80,972     >100 %   35,883     35,883     N/M      

HMS

    258,732     73,116     39 %   185,616     72,606     64 %   113,010  

Intra-company elimination

    (3,697 )   (2,634 )   >(100 )%   (1,063 )   (811 )   >(100 )%   (252 )

TDS Telecom operating revenues

    1,088,312     141,309     15 %   947,003     92,497     11 %   854,506  

Operating expenses

   
 
   
 
   
 
   
 
   
 
   
 
   
 
 

Wireline

    617,948     (43,613 )   (7 )%   661,561     (21,805 )   (3 )%   683,366  

Cable

    116,565     80,638     >100 %   35,927     35,927     N/M      

HMS

    367,867     162,121     79 %   205,746     75,096     57 %   130,650  

Intra-company elimination

    (3,697 )   (2,634 )   >(100 )%   (1,063 )   (811 )   >(100 )%   (252 )

TDS Telecom operating expenses

    1,098,683     196,512     22 %   902,171     88,407     11 %   813,764  

TDS Telecom operating income (loss)

  $ (10,371 ) $ (55,203 )   >(100 )% $ 44,832   $ 4,090     10 % $ 40,742  

N/M—Not meaningful

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Telephone and Data Systems, Inc.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Wireline Operations

Components of Operating Income

Year Ended December 31,
  2014   Increase/
(Decrease)
  Percentage
Change
  2013   Increase/
(Decrease)
  Percentage
Change
  2012  
(Dollars in thousands)
   
   
   
   
   
   
   
 

Service revenues

                                           

Residential

  $ 293,302   $ 85       $ 293,217   $ (3,375 )   (1 )% $ 296,592  

Commercial

    229,308     (407 )       229,715     2,774     1 %   226,941  

Wholesale

    191,976     (8,464 )   (4 )%   200,440     (14,243 )   (7 )%   214,683  

Total service revenues

    714,586     (8,786 )   (1 )%   723,372     (14,844 )   (2 )%   738,216  

Equipment and product sales

    1,836     (1,359 )   (43 )%   3,195     (337 )   (10 )%   3,532  

Total operating revenues

    716,422     (10,145 )   (1 )%   726,567     (15,181 )   (2 )%   741,748  

Cost of services (excluding depreciation, amortization and accretion reported below)

   
256,878
   
(9,757

)
 
(4

)%
 
266,635
   
(3,698

)
 
(1

)%
 
270,333
 

Cost of equipment and products

    2,336     (1,495 )   (39 )%   3,831     99     3 %   3,732  

Selling, general and administrative

    189,956     (30,141 )   (14 )%   220,097     (15,619 )   (7 )%   235,716  

Depreciation, amortization and accretion

    169,044     (1,824 )   (1 )%   170,868     (1,658 )   (1 )%   172,526  

(Gain) loss on asset disposals, net

    2,091     1,961     >100 %   130     (890 )   (87 )%   1,020  

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

    (2,357 )   (2,357 )   N/M         (39 )   N/M     39  

Total operating expenses

    617,948     (43,613 )   (7 )%   661,561     (21,805 )   (3 )%   683,366  

Total operating income

  $ 98,474   $ 33,468     51 % $ 65,006   $ 6,624     11 % $ 58,382  

N/M—Not meaningful

Operating Revenues

Residential revenues consist of broadband, video and voice services to Wireline's residential customer base.

Residential revenues were relatively unchanged from the prior year at $293.3 million in 2014. Legacy voice connections declined by 5%, decreasing revenues by $7.1 million, while IPTV connections grew 73% increasing revenues $6.6 million. A 1% increase in average revenue per residential connection driven by price increases for broadband services, growth in customers opting for faster broadband speeds and growth in customers selecting higher tier IPTV packages increased revenues $1.8 million.

Residential revenues decreased $3.4 million or 1% to $293.2 million in 2013. A 3% reduction in the number of average residential connections reduced revenues by $7.9 million partially offset by a $5.2 million increase due to growth in average revenue per residential connection of 2%. The growth in average revenue per residential connection was mainly driven by broadband price increases, growth in customers opting for faster broadband speeds and the growth of customers selecting higher tier IPTV packages.

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Telephone and Data Systems, Inc.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Commercial revenues consist of broadband and voice services and sales and installation of IP-based telecommunications systems to Wireline's commercial customer base.

Commercial revenues were relatively unchanged from the prior year at $229.3 million in 2014. Decreases in revenue from declining legacy voice and data connections exceeded increases in revenues from a 19% growth in average managedIP connections by $3.1 million. A 1% increase in average revenue per connection driven by price increases on legacy voice and data services and managedIP customers moving to higher speed data services increased commercial revenues $2.8 million.

Commercial revenues increased $2.8 million or 1% to $229.7 million in 2013. A 2% increase in average commercial connections, which was driven by the 49% growth in managedIP as customers converted from traditional voice and data connections, increased revenues by $4.4 million. This increase was partially offset by a 1% decline in average revenue per commercial connection, primarily driven by lower managed IP rates, which decreased revenues $2.7 million.

Wholesale revenues consist of compensation from other carriers for utilizing TDS Telecom's network infrastructure and regulatory recoveries.

Wholesale revenues decreased $8.5 million or 4% to $192.0 million in 2014. Revenues received through inter-state and intra-state regulatory recovery mechanisms decreased $6.9 million. Wholesale revenues declined $2.7 million due to a 10% reduction in intra-state minutes-of-use.

Wholesale revenues decreased $14.2 million or 7% to $200.4 million in 2013. Network access revenues decreased $6.8 million in 2013 as a result of changes in support mechanisms and in intercarrier compensation resulting from the Reform Order released by the FCC in November 2011. Wholesale revenues also declined $5.3 million due to a 15% reduction in intra-state minutes-of-use.

Operating Expenses

Cost of services (excluding Depreciation, amortization and accretion)

Cost of services decreased $9.8 million or 4% to $256.9 million in 2014. Costs of providing long-distance services, provisioning circuits and purchasing unbundled network elements decreased by $9.6 million and employee expenses decreased by $5.0 million primarily due to reductions in employees. Charges related to the growth in IPTV increased cost of services $4.5 million.

Cost of services decreased $3.7 million or 1% to $266.6 million in 2013 due primarily to a $5.5 million decrease in costs of providing long distance services and promotional giveaways. In addition, carrier interconnection charges decreased $2.3 million as a result of lower access charges that became effective related to the Reform Order. Employee expense decreased $1.1 million due to a reduction in employees. Offsetting the decreases were increases in charges related to IPTV expansion.

Selling, general and administrative expenses

Selling, general and administrative expenses decreased $30.1 million or 14% to $190.0 million in 2014 due to cost control efforts. Employee expenses decreased $18.1 million primarily due to reductions in employees and consulting and IT maintenance charges decreased $2.5 million and $2.1 million, respectively. Federal USF charges decreased $3.0 million.

Selling, general and administrative expenses decreased $15.6 million or 7% to $220.1 million in 2013 due primarily to decreases in employee expenses, Federal USF contributions due to lower revenues, bad debts, and property taxes.

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Telephone and Data Systems, Inc.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Cable Operations

Components of Operating Income

Year Ended December 31,
  2014(2)   Increase/
(Decrease)
  Percentage
Change
  2013(1)  
(Dollars in thousands)
   
   
   
   
 

Service revenues

                         

Residential

  $ 93,985   $ 64,969     >100 % $ 29,016  

Commercial

    22,870     16,003     >100 %   6,867  

Total operating revenues

    116,855     80,972     >100 %   35,883  

Cost of services (excluding Depreciation, amortization and accretion reported below)

   
54,265
   
36,991
   
>100

%
 
17,274
 

Selling, general and administrative expenses

    36,175     25,121     >100 %   11,054  

Depreciation, amortization and accretion

    23,643     16,072     >100 %   7,571  

(Gain) loss on asset disposals, net

    2,482     2,454     >100 %   28  

Total operating expenses

    116,565     80,638     >100 %   35,927  

Total operating income (loss)

  $ 290   $ 334     N/M   $ (44 )

(1)
Represents the operations of Baja from August 1, 2013 (date of acquisition) to December 31, 2013.

(2)
Represents the operations of Baja for twelve months and Bend from September 1, 2014 (date of acquisition) to December 31, 2014.

Operating Revenues

Residential revenues consist of broadband, video and voice services to Cable's residential customer base.

Residential revenues increased $65.0 million to $94.0 million in 2014 due primarily to $63.8 million of revenues from acquisitions.

In 2013, Cable generated revenues of $29.0 million since the acquisition.

Commercial revenues consist of broadband, video and voice services to Cable's commercial customer base.

Commercial revenues increased $16.0 million to $22.9 million in 2014 due primarily to $15.6 million of revenues from acquisitions.

In 2013, Cable generated revenues of $6.9 million since the acquisition.

Operating Expenses

Cost of services (excluding Depreciation, amortization and accretion)

Cost of services (excluding Depreciation, amortization and accretion) increased $37.0 million to $54.3 million in 2014 due primarily to $35.2 million of costs from acquisitions.

In 2013, cost of services (excluding Depreciation, amortization and accretion) of $17.3 million were incurred for programming costs and expenses related to the delivery and support of services since the acquisition.

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Selling, general and administrative expenses

Selling, general and administrative expenses increased $25.1 million to $36.2 million in 2014 due primarily to $24.8 million of costs from acquisitions.

In 2013, selling, general and administrative expenses of $11.1 million included legal and consulting costs of $2.0 million related to the acquisition.

Depreciation, amortization and accretion expense

Depreciation, amortization and accretion expense increased $16.1 million to $23.6 million in 2014 due primarily to $15.1 million of costs from acquisitions, including $5.1 million of amortization of customer lists and trade names.

In 2013, depreciation, amortization and accretion expense of $7.6 million was incurred since the acquisition. Amortization of the acquired customer list and trade name contributed $3.0 million of expense.

HMS Operations

Components of Operating Income

Year Ended December 31,
  2014   Increase/
(Decrease)
  Percentage
Change
  2013   Increase/
(Decrease)
  Percentage
Change
  2012  
(Dollars in thousands)
   
   
   
   
   
   
   
 

Service revenues

  $ 109,766   $ 14,891     16 % $ 94,875   $ 17,779     23 % $ 77,096  

Equipment and product sales

    148,966     58,225     64 %   90,741     54,827     >100 %   35,914  

Total operating revenues

    258,732     73,116     39 %   185,616     72,606     64 %   113,010  

Cost of services (excluding depreciation, amortization and accretion reported below)

   
77,392
   
16,969
   
28

%
 
60,423
   
13,587
   
29

%
 
46,836
 

Cost of equipment and products

    126,362     50,371     66 %   75,991     47,046     >100 %   28,945  

Selling, general and administrative

    53,020     8,075     18 %   44,945     10,752     31 %   34,193  

Depreciation, amortization and accretion

    26,912     2,650     11 %   24,262     3,694     18 %   20,568  

Loss on impairment of assets

    84,000     84,000     N/M             N/M      

(Gain) loss on asset disposals, net

    181     56     45 %   125     17     16 %   108  

Total operating expenses

    367,867     162,121     79 %   205,746     75,096     57 %   130,650  

Total operating income (loss)

  $ (109,135 ) $ (89,005 )   >(100 )% $ (20,130 ) $ (2,490 )   (14 )% $ (17,640 )

N/M—Not meaningful

Operating Revenues

Service revenues consist primarily of colocation, cloud computing and hosted managed services, application management, and installation and management of IT infrastructure hardware solutions.

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Service revenues increased $14.9 million or 16% to $109.8 million in 2014. Acquisitions contributed $11.5 million of this increase. The remaining increase was due primarily to 6% growth in recurring services consisting of colocation, dedicated hosting, hosted application management and cloud computing services.

Service revenues increased $17.8 million to $94.9 million in 2013. Acquisitions contributed $9.2 million of incremental service revenues with the remaining increase due to 10% growth in recurring services.

Equipment and product sales include revenues from sales of IT infrastructure hardware solutions.

Equipment and product sales increased $58.2 million to $149.0 million in 2014. Acquisitions contributed $73.6 million of incremental equipment and product sales. Lower cyclical spending by existing customers resulted in a decrease in equipment sales of $15.4 million.

Equipment and product sales increased $54.8 million to $90.7 million in 2013 due to acquisitions.

Operating Expenses

Cost of services (excluding Depreciation, amortization and accretion)

Cost of services increased $17.0 million to $77.4 million in 2014. Cost of services increased $8.4 million as a result of acquisitions. Employee related expenses, data center maintenance and software costs also increased to support growth in services provided to customers.

Cost of services increased $13.6 million to $60.4 million in 2013. Acquisitions increased Cost of services $1.9 million. Employee related expense also increased in 2013 by $5.7 million in addition to increased data center costs to support revenue growth.

Cost of equipment and products

Cost of equipment and products increased $50.4 million to $126.4 million in 2014 due to $62.6 million in costs from acquisitions. Cyclical spend by existing customers resulted in a decrease in Cost of equipment and products sold of $12.2 million.

Cost of equipment and products increased $47.0 million to $76.0 million in 2013 due to acquisitions.

Selling, general and administrative expense

Selling, general and administrative expense increased $8.1 million to $53.0 million in 2014 due primarily to $11.6 million from acquisitions.

Selling, general and administrative expense increased $10.8 million to $44.9 million in 2013. Costs from acquisitions increased Selling, general and administrative expense $10.6 million.

Depreciation, amortization and accretion expense

Depreciation, amortization and accretion expense increased $2.7 million to $26.9 million due primarily to customer list amortization costs from acquisitions.

Depreciation, amortization and accretion expense increased $3.7 million to $24.3 million in 2013 due primarily to acquisitions. Customer list and trade name amortization contributed $2.2 million of the increase in 2013.

Loss on Impairment of Assets

As a result of interim testing performed during the third quarter of 2014, TDS determined the carrying value of the HMS goodwill exceeded the implied fair value of goodwill. As a result, an $84.0 million impairment loss was recognized.

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INFLATION

Management believes that inflation affects TDS' business to no greater or lesser extent than the general economy.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

See Note 1—Summary of Significant Accounting Policies and Recent Accounting Pronouncements in the Notes to Consolidated Financial Statements for information on recently issued accounting pronouncements.

In general, recently issued accounting pronouncements did not have and are not expected to have a significant effect on TDS' financial condition and results of operations, except for Accounting Standards Update 2014-09, Revenue from Contracts with Customers. TDS is evaluating the effects of adoption of this standard on its financial condition and results of operations.

LIQUIDITY AND CAPITAL RESOURCES

CASH FLOWS

TDS operates a capital- and marketing-intensive business. TDS utilizes cash on hand, cash from operating activities, cash proceeds from divestitures and disposition of investments, short-term credit facilities and long-term debt financing to fund its 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 table below and the following discussion summarize TDS' cash flow activities in 2014, 2013 and 2012.

 
  2014   2013   2012  
(Dollars in thousands)
   
   
   
 

Cash flows from (used in)

                   

Operating activities

  $ 394,812   $ 494,610   $ 1,105,172  

Investing activities

    (909,744 )   (260,653 )   (998,069 )

Financing activities

    156,819     (144,424 )   70,103  

Net increase (decrease) in cash and cash equivalents

  $ (358,113 ) $ 89,533   $ 177,206  

Cash Flows from Operating Activities

Cash flows from operating activities were $394.8 million in 2014 and $494.6 million in 2013. The net decrease reflected higher earnings excluding the gains recognized on the sale of businesses and the gains recognized on license sales and exchanges, which had the impact of improving cash flows from operating activities, more than offset by changes in working capital, which had the impact of decreasing cash flows from operating activities. Working capital factors which significantly decreased cash flows from operating activities included changes in accounts payable levels year-over-year as a result of timing differences related to operating expenses and device purchases. In December 2014, as part of the Tax Increase Prevention Act of 2014, bonus depreciation was enacted which allowed TDS to take certain additional deductions for depreciation resulting in a federal taxable loss in 2014. Such taxable loss will be carried back to prior tax years to refund tax amounts previously paid. Primarily as a result of this federal income tax carryback, TDS has recorded $113.7 million of Income taxes receivable at December 31, 2014. TDS paid income taxes of $48.9 million and $175.6 in 2014 and 2013, respectively. In 2013, accounts receivable grew substantially due to issues resulting from the conversion to a new billing system at U.S. Cellular. In 2014, the higher accounts receivable balances resulting from the billing system conversion decreased to more normal levels; however, this decrease was partially offset by

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increased receivables related to equipment installment plan sales which are expected to increase in the near term.

Cash flows from operating activities were $494.6 million in 2013 and $1,105.2 million in 2012. This decrease was due primarily to changes in accounts receivable, income tax payments (net of refunds), and inventory. The changes in accounts receivable balances were due primarily to billing delays encountered during the conversion to a new U.S. Cellular billing system in the third quarter of 2013. Net income tax payments of $175.6 million were recorded in 2013 compared to net income tax refunds of $62.0 million in 2012. The net refunds in 2012 were primarily related to a federal net operating loss in 2011 largely attributable to 100% bonus depreciation applicable to qualified capital expenditures. The change in inventory was due primarily to higher costs per unit related to 4G LTE smartphones.

Cash Flows from Investing Activities

TDS makes substantial investments to acquire wireless licenses and properties and to construct and upgrade telecommunications 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.

Cash used for additions to property, plant and equipment totaled $799.5 million, $883.8 million and $995.5 million in 2014, 2013 and 2012, respectively, and is reported in the Consolidated Statement of Cash Flows.

Capital expenditures (i.e., additions to property, plant and equipment and system development expenditures), which include the effects of accruals and capitalized interest, in 2014, 2013 and 2012 were as follows:

Capital expenditures
  2014   2013   2012  
(Dollars in thousands)
   
   
   
 

U.S. Cellular

  $ 557,615   $ 737,501   $ 836,748  

TDS Telecom Wireline

    135,805     140,009     158,580  

TDS Telecom Cable

    35,640     8,375      

TDS Telecom HMS

    36,618     16,474     15,344  

Corporate and Other

    4,899     7,301     (6,051 )

Total

  $ 770,577   $ 909,660   $ 1,004,621  

See "Capital Expenditures" below for additional information on Capital expenditures.

Cash payments for acquisitions in 2014, 2013 and 2012 were as follows:

Cash Payments for Acquisitions
  2014   2013   2012  
(Dollars in thousands)
   
   
   
 

U.S. Cellular licenses

  $ 22,916   $ 16,540   $ 122,690  

TDS Telecom HMS businesses

    (442 )   33,961     40,692  

TDS Telecom Cable businesses

    272,779     264,069      

Total

  $ 295,253   $ 314,570   $ 163,382  

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Cash amounts paid for the acquisitions may differ from the purchase price due to cash acquired in the transactions and the timing of cash payments related to the respective transactions.

Cash Received from Divestitures
  2014   2013   2012  
(Dollars in thousands)
   
   
   
 

U.S. Cellular licenses

  $ 91,789   $ 311,989   $  

U.S. Cellular businesses

    88,132     499,131     49,932  

TDS Telecom Wireline businesses

    7,724         250  

Total

  $ 187,645   $ 811,120   $ 50,182  

See Note 6—Acquisitions, Divestitures and Exchanges in the Notes to Consolidated Financial Statements for additional information related to these acquisitions and divestitures.

In 2012, TDS invested $120.0 million in U.S. Treasury Notes. TDS realized cash proceeds of $50.0 million, $115.0 million and $243.4 million in 2014, 2013 and 2012, respectively, related to the maturities of its investments in U.S. Treasury Notes, corporate notes and certificates of deposit.

In 2014, cash used for investing activities included a $60.0 million deposit made by Advantage Spectrum, L.P., a variable interest entity consolidated by U.S. Cellular, to the FCC for its participation in Auction 97. See Note 14—Variable Interest Entities in the Notes to Consolidated Financial Statements for additional information.

Cash Flows from Financing Activities

Cash flows from financing activities include proceeds from and repayments of short-term and long-term debt, dividends to shareholders, distributions to noncontrolling interests, cash used to repurchase Common Shares and cash proceeds from reissuance of Common Shares pursuant to stock-based compensation plans.

In December 2014, U.S. Cellular issued $275.0 million of 7.25% Senior Notes due 2063, and paid related debt issuance costs of $9.2 million.

In November 2012, TDS issued $195.0 million of 5.875% Senior Notes due 2061, and paid related debt issuance costs of $7.1 million.

On June 25, 2013, U.S. Cellular paid a special cash dividend of $5.75 per share, for an aggregate amount of $482.3 million, to all holders of U.S. Cellular Common Shares and Series A Common Shares as of June 11, 2013. Of the $482.3 million paid, TDS received $407.1 million while noncontrolling public shareholders received $75.2 million. The cash paid to noncontrolling public shareholders is presented as U.S. Cellular dividends paid to noncontrolling public shareholders on the Consolidated Statement of Cash Flows.

Adjusted Free Cash Flow

The following table presents Adjusted free cash flow. Adjusted free cash flow is defined as Cash flows from operating activities (which includes cash outflows related to the Sprint decommissioning), as adjusted for cash proceeds from the Sprint Cost Reimbursement (which are included in Cash flows from investing activities in the Consolidated Statement of Cash Flows), less Cash used for additions to property, plant and equipment. Adjusted free cash flow is a non-GAAP financial measure which TDS believes may be useful to investors and other users of its financial information in evaluating the amount

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of cash generated by business operations (including cash proceeds from the Sprint Cost Reimbursement), after Cash used for additions to property, plant and equipment.

(Dollars in thousands)
  2014   2013   2012  

Cash flows from operating activities

  $ 394,812   $ 494,610   $ 1,105,172  

Add: Sprint Cost Reimbursement(1)

    71,097     10,560      

Less: Cash used for additions to property, plant and equipment

    799,496     883,797     995,517  

Adjusted free cash flow

  $ (333,587 ) $ (378,627 ) $ 109,655  

(1)
See Note 6—Acquisitions, Divestitures and Exchanges in the Notes to Consolidated Financial Statements for additional information related to the Sprint Cost Reimbursement.

See Cash flows from Operating Activities and Cash flows from Investing Activities for additional information related to the components of Adjusted free cash flow.

LIQUIDITY

TDS believes that existing cash and investment balances, funds available under its revolving credit facilities and term loan facility and expected cash flows from operating and investing activities provide substantial liquidity and financial flexibility for TDS to meet its normal day-to-day operating needs. However, these resources may not be adequate to fund all future expenditures that the companies could potentially elect to make such as acquisitions of spectrum licenses in FCC auctions and other acquisition, construction and development programs. It may be necessary from time to time to increase the size of the existing revolving credit facilities, to put in place new facilities, or to obtain other forms of financing in order to fund these potential expenditures. To the extent that sufficient funds are not available to TDS or its subsidiaries on terms or at prices acceptable to TDS, it could require TDS to reduce its acquisition, construction and development programs.

U.S. Cellular's profitability historically has been lower in the fourth quarter as a result of significant marketing and promotional activity during the holiday season. Additionally, TDS expects lower cash flows from operating activities in the near term as the popularity of U.S. Cellular's equipment installment plans increases. TDS cannot provide assurances that circumstances that could have a material adverse effect on its liquidity or capital resources will not occur. Economic conditions, changes in financial markets, TDS financial performance and/or prospects or other factors could restrict TDS' liquidity and availability of financing on terms and prices acceptable to TDS, which could require TDS to reduce its capital expenditure, acquisition or share repurchase programs. Such reductions could have a material adverse effect on TDS' business, financial condition or results of operations.

Cash and Cash Equivalents

At December 31, 2014, TDS' cash and cash equivalents totaled $471.9 million. Cash and cash equivalents include cash and short-term, highly liquid investments with original maturities of three months or less. The primary objective of TDS' Cash and cash equivalents investment activities is to preserve principal. At December 31, 2014, 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.

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Financing

Revolving Credit Facilities

TDS (exclusive of facilities held by U.S. Cellular) and U.S. Cellular have revolving credit facilities available for general corporate purposes including spectrum purchases and capital expenditures, with a maximum borrowing capacity of $400.0 million and $300.0 million, respectively. As of December 31, 2014, the unused capacity under these agreements was $399.4 million and $282.5 million, respectively. The continued availability of the revolving credit facilities requires TDS and U.S. Cellular to comply with certain negative and affirmative covenants, maintain certain financial ratios and make representations regarding certain matters at the time of each borrowing. TDS and U.S. Cellular believe that they were in compliance as of December 31, 2014 with all of the financial covenants and requirements set forth in their revolving credit facilities.

See Note 11—Debt in the Notes to Consolidated Financial Statements for additional information regarding the revolving credit facilities.

Term Loan Facility

On January 21, 2015, U.S. Cellular entered into a term loan credit facility relating to $225.0 million in debt. The term loan must be drawn in one or more advances by the six month anniversary of the date of the agreement; amounts not drawn by that time will cease to be available. Amounts repaid or prepaid under the term loan facility may not be reborrowed. The maturity date of the term loan would accelerate in the event of a change in control.

The term loan is available for general corporate purposes including spectrum purchases and capital expenditures. The term loan is unsecured except for a lien on all equity which U.S. Cellular may have in the loan administrative agent, CoBank ACB, subject to certain limitations. The continued availability of the term loan facility requires U.S. Cellular to comply with certain negative and affirmative covenants, maintain certain financial ratios and make representations regarding certain matters at the time of each borrowing, that are substantially the same as those in the U.S. Cellular revolving credit facility described above.

See Note 11—Debt in the Notes to Consolidated Financial Statements for additional information regarding the term loan facility.

Long-Term Financing

TDS and U.S. Cellular each have an effective shelf registration statement on Form S-3 to issue senior or subordinated debt securities. The proceeds from any such issuances may be used for general corporate purposes including: the possible reduction of other long-term debt, spectrum purchases, and capital expenditures; in connection with acquisition, construction and development programs; the reduction of short-term debt; for working capital; to provide additional investments in subsidiaries; or the repurchase of shares. The TDS shelf registration permits TDS to issue at any time and from time to time senior or subordinated debt securities in one or more offerings in an indeterminate amount. The U.S. Cellular shelf registration statement permits U.S. Cellular to issue at any time and from time to time senior or subordinated debt securities in one or more offerings. The ability of TDS or U.S. Cellular to complete an offering pursuant to such shelf registration statements is subject to market conditions and other factors at the time.

In December 2014, U.S. Cellular sold and issued $275 million of 7.25% Senior Notes due in 2063 for general corporate purposes including spectrum purchases and capital expenditures, reducing the available amount on U.S. Cellular's shelf registration statement from $500 million to $225 million. U.S. Cellular has the authority to replenish this shelf registration statement back to $500 million.

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TDS believes that it and its subsidiaries were in compliance as of December 31, 2014 with all financial covenants and other requirements set forth in its long-term debt indentures. TDS and U.S. Cellular have not failed to make nor do they expect to fail to make any scheduled payment of principal or interest under such indentures.

The long-term debt principal payments due for the next five years represent less than 1% of the total long-term debt obligation at December 31, 2014. Refer to Market Risk—Long-Term Debt for additional information regarding required principal payments and the weighted average interest rates related to TDS' Long-term debt.

TDS and U.S. Cellular, at their discretion, may from time to time seek to retire or purchase their outstanding debt through cash purchases and/or exchanges for other securities, in open market purchases, privately negotiated transactions, tender offers, exchange offers or otherwise. Such repurchases or exchanges, if any, will depend on prevailing market conditions, liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

See Note 11—Debt in the Notes to Consolidated Financial Statements for additional information on Long-term financing.

Credit Rating

In certain circumstances, TDS' and U.S. Cellular's interest cost on their various facilities may be subject to increase if their current credit ratings from nationally recognized credit rating agencies are lowered, and may be subject to decrease if the ratings are raised. The facilities do not cease to be available nor do the maturity dates accelerate solely as a result of a downgrade in TDS' or U.S. Cellular's credit rating. However, downgrades in TDS' or U.S. Cellular's credit rating could adversely affect their ability to renew the facilities or obtain access to other credit facilities in the future.

In 2014, nationally recognized credit rating agencies downgraded TDS and U.S. Cellular's corporate and senior debt credit ratings. After these downgrades, TDS and U.S. Cellular are rated at sub-investment grade. TDS and U.S. Cellular's credit ratings as of December 31, 2014, and the dates such ratings were issued/re-affirmed were as follows:

Moody's (TDS) (issued November 26, 2014)   Ba2   —negative outlook
Moody's (U.S. Cellular) (issued November 26, 2014)   Ba1   —negative outlook
Standard & Poor's (issued November 24, 2014)   BB   —stable outlook
Fitch Ratings (re-affirmed November 24, 2014)   BB+   —stable outlook

Capital Expenditures

U.S. Cellular's capital expenditures for 2015 are expected to be approximately $600 million. These expenditures are expected to be for the following general purposes:

Expand and enhance network coverage, including providing additional capacity to accommodate increased network usage, principally data usage, by current customers;

Continue to deploy 4G LTE technology in certain markets;

Expand and enhance the retail store network; and

Develop and enhance office systems.

TDS Telecom's capital expenditures for 2015 are expected to be approximately $220 million. These expenditures are expected to be for the following general purposes:

Maintain and enhance existing infrastructure at Wireline, HMS, and Cable;

Fiber expansion in Wireline and Cable markets to support IPTV and super high speed data;

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Success-based spending to sustain managedIP, IPTV, HMS and Cable growth; and

Expansion of HMS data center facilities.

TDS plans to finance its capital expenditures program for 2015 using primarily Cash flows from operating activities, and as necessary, existing cash balances, short-term investments, borrowings under its revolving credit agreements, term loan and/or other long-term debt.

Acquisitions, Divestitures and Exchanges

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 investment. As part of this strategy, TDS reviews attractive opportunities to acquire additional wireless operating markets and wireless spectrum; and telecommunications, cable, HMS or other possible businesses. In addition, TDS may seek to divest outright or include in exchanges for other interests those interests that are not strategic to its long-term success.

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. See Note 6—Acquisitions, Divestitures and Exchanges in the Notes to Consolidated Financial Statements for additional information related to significant transactions, including expected pre-tax cash proceeds from such transactions in 2015.

Variable Interest Entities

TDS consolidates certain entities because they are "variable interest entities" under accounting principles generally accepted in the United States of America ("GAAP"). See Note 14—Variable Interest Entities in the Notes to Consolidated Financial Statements for additional information related to these variable interest entities. TDS may elect to make additional capital contributions and/or advances to these variable interest entities in future periods in order to fund their operations.

FCC Spectrum Auction 97

In January 2015, the FCC released the results of Auction 97. U.S. Cellular participated in Auction 97 indirectly through its limited partnership interest in Advantage Spectrum. Advantage Spectrum was the provisional winning bidder of 124 licenses for an aggregate bid of $338.3 million, net of its anticipated designated entity discount of 25%. On or prior to March 2, 2015, Advantage Spectrum is required to pay the FCC for its bid amount, less the initial deposit of $60.0 million, plus certain other charges totaling $2.3 million. Advantage Spectrum expects to fund this capital requirement with loans and capital contributions from its partners. U.S. Cellular plans to use a portion of the proceeds received from the issuance of its 7.25% Senior Notes and term loan facility to provide loans to Advantage Spectrum and its general partner and capital contributions to Advantage Spectrum.

Common Share Repurchase Programs

In the past year, 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. For additional information related to the current TDS and U.S. Cellular repurchase authorizations and repurchases made during 2014, 2013 and 2012, see Note 16—Common Shareholders' Equity in the Notes to Consolidated Financial Statements and Part II, Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

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Contractual and Other Obligations

At December 31, 2014, the resources required for contractual obligations were as follows:

 
  Payments Due by Period  
(Dollars in millions)
  Total   Less Than
1 Year
  1 - 3 Years   3 - 5 Years   More Than
5 Years
 

Long-term debt obligations(1)

  $ 2,002.7   $ 0.7   $ 3.7   $   $ 1,998.3  

Interest payments on long-term debt obligations

    5,197.1     136.0     271.9     271.6     4,517.6  

Operating leases(2)

    1,401.3     155.5     258.7     188.6     798.5  

Capital leases

    5.3     0.3     0.6     0.7     3.7  

Purchase obligations(3)(4)

    1,867.2     919.8     720.2     147.9     79.3  

  $ 10,473.6   $ 1,212.3   $ 1,255.1   $ 608.8   $ 7,397.4  

(1)
Includes current and long-term portions of debt obligations. The total long-term debt obligation differs from Long-term debt in the Consolidated Balance Sheet due to capital leases and the $11.3 million unamortized discount related to U.S. Cellular's 6.7% Senior Notes. See Note 11—Debt in the Notes to Consolidated Financial Statements for additional information.

(2)
Includes future lease costs related to telecommunications plant facilities, office space, retail sites, cell sites, data centers and equipment. See Note 13—Commitments and Contingencies in the Notes to Consolidated Financial Statements for additional information.

(3)
Includes obligations payable under non-cancellable contracts, commitments for network facilities and transport services, agreements for software licensing, long-term marketing programs, and agreements with Apple to purchase certain minimum quantities of Apple iPhone products and fund marketing programs related to the Apple iPhone and iPad products. As described more fully in Note 6—Acquisitions, Divestitures and Exchanges in the Notes to Consolidated Financial Statements, U.S. Cellular expects to incur network-related exit costs in the Divestiture Markets as a result of the transaction, including: (i) costs to decommission cell sites and mobile telephone switching office ("MTSO") sites, (ii) costs to terminate real property leases and (iii) costs to terminate certain network access arrangements in the subject markets. The impacts of these exit activities on TDS' purchase obligations are reflected in the table above only to the extent that agreements were consummated at December 31, 2014.

(4)
Does not include reimbursable amounts TDS Telecom will provide to complete projects under the American Recovery and Reinvestment Act of 2009. TDS Telecom will receive $105.1 million in federal grants and will provide $30.9 million of its own funds to complete 44 projects. As of December 31, 2014, TDS Telecom has expended $125.2 million of the $126.3 million on these projects. Under the terms of the grants, the projects must be completed by June of 2015.

The table above excludes liabilities related to "unrecognized tax benefits" as defined by GAAP because TDS is unable to predict the period of settlement of such liabilities. Such unrecognized tax benefits were $37.8 million at December 31, 2014. See Note 4—Income Taxes in the Notes to Consolidated Financial Statements for additional information on unrecognized tax benefits.

Agreements

On November 25, 2014, U.S. Cellular executed a Master Statement of Work and certain other documents with Amdocs Software Systems Limited ("Amdocs"), effective October 1, 2014, that inter-relate with but rearrange the structure under previous Amdocs Agreements. The agreement provides that U.S. Cellular will now outsource to Amdocs certain support functions for its Billing and Operational Support System ("B/OSS"). Such functions include application support, billing operations and some infrastructure services. The agreement has a term through September 30, 2019, subject to five

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During 2013, U.S. Cellular entered into agreements with Apple to purchase certain minimum quantities of Apple iPhone products and fund marketing programs related to the Apple iPhone and iPad products over a three-year period beginning in November 2013. Based on current forecasts, TDS estimates that the remaining contractual commitment as of December 31, 2014 under these agreements is approximately $818 million. At this time, TDS expects to meet its contractual commitments with Apple.

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.

Dividends

TDS paid quarterly dividends per outstanding share of $0.1340 in 2014, $0.1275 in 2013 and $0.1225 in 2012. TDS increased the dividend per share to $0.1410 in the first quarter of 2015. See Note 16—Common Shareholders' Equity in the Notes to Consolidated Financial Statements for additional information. TDS has no current plans to change its policy of paying dividends.

APPLICATION OF CRITICAL ACCOUNTING POLICIES 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.

Management believes the application of the following critical accounting policies and the estimates required by such application reflect its most significant judgments and estimates used in the preparation of TDS' consolidated financial statements. Management has discussed the development and selection of each of the following accounting policies and related estimates and disclosures with the Audit Committee of TDS' Board of Directors.

Intangible Asset Impairment

Goodwill, licenses, and Franchise rights represent a significant component of TDS' consolidated assets. These assets are considered to be indefinite lived assets and are therefore not amortized but tested annually for impairment. TDS performs annual impairment testing of Goodwill, Licenses and Franchise rights, as required by GAAP, as of November 1 of each year. Significant negative events, such as changes in any of the assumptions described below as well as decreases in forecasted cash flows, could result in an impairment in future periods.

See Note 7—Intangible Assets in the Notes to Consolidated Financial Statements for information related to Goodwill, Licenses and Franchise rights activity in 2014 and 2013.

Goodwill—U.S. Cellular

Based on the results of the U.S. Cellular annual Goodwill impairment assessment performed as of November 1, 2014, the fair value of each of the U.S. Cellular reporting units exceeded their respective carrying values. Therefore, no impairment of Goodwill existed.

For purposes of impairment testing of U.S. Cellular Goodwill in 2014 and 2013, U.S. Cellular identified four reporting units based on geographic service areas (all of which are included in TDS' wireless reportable segment).

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A discounted cash flow approach was used to value each reporting unit, using value drivers and risks specific to the industry and current economic factors. The cash flow estimates incorporated assumptions that market participants would use in their estimates of fair value and may not be indicative of U.S. Cellular specific assumptions. However, the discount rate used in the analysis accounts for any additional risk a market participant might place on integrating U.S. Cellular into its operations at the level of cash flows assumed under this approach. The most significant assumptions made in this process were the revenue growth rate (shown as a compound annual growth rate in the table below), the terminal revenue growth rate, the discount rate and capital expenditures as a percentage of revenue (shown as a simple average in the table below). There are uncertainties associated with these key assumptions and potential events and/or circumstances that could have a negative effect on these key assumptions, which are described below. These assumptions were as follows:

Key Assumptions
  November 1,
2014
 

Revenue growth rate(1)

    1.6 %

Terminal revenue growth rate(1)

    2.0 %

Discount rate(2)

    10.5 %

Capital expenditures as a percentage of revenue(3)

    16.5 %

(1)
There are risks that could negatively impact the projected revenue growth rates, including, but not limited to: the success of new and existing products/services, competition, operational difficulties and churn.

(2)
The discount rate of each reporting unit was computed by calculating the weighted average cost of capital of market participants with businesses reasonably comparable to U.S. Cellular. The discount rate is dependent upon the cost of capital of other industry market participants and the company specific risk. To the extent that the weighted average cost of capital of industry participants increases or U.S. Cellular's risk in relation to its peers increases, this would decrease the estimated fair value of the reporting units. The weighted average cost of capital may increase if borrowing costs rise, market participants weight more of their capital structure towards equity (vs. debt), or other elements affecting the estimated cost of equity increase.

(3)
Capital expenditures generally include costs to develop the network. To the extent costs associated with these capital expenditures increase at a rate higher than expected and disproportionate to forecasted future revenues, this could negatively impact future cash flows.

Provided all other assumptions remained the same, the discount rate would have to increase to a range of 11.2% to 12.1% to yield estimated fair values of reporting units that equal their respective carrying values at November 1, 2014. Further, assuming all other assumptions remained the same, the terminal growth rate assumptions would need to decrease to amounts ranging from negative 1.9% to positive 0.6% to yield estimates of fair value equal to the carrying values of the respective reporting unit at November 1, 2014.

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The carrying value of each U.S. Cellular reporting unit at TDS as of November 1, 2014 and the percentage by which its estimated fair value exceeded carrying value was as follows:

Reporting Unit
  Carrying Value
at TDS(1)
  Excess of estimated Fair
Value over Carrying Value
 
(Dollars in millions)
   
   
 

Central Region

  $ 1,598     23.7 %

Mid-Atlantic Region

    516     12.5 %

New England Region

    217     20.9 %

Northwest Region

    170     28.1 %

Total

  $ 2,501        

(1)
Under previous business combination guidance in effect prior to January 1, 2009, TDS had recorded Goodwill as a result of accounting for U.S. Cellular's purchases of U.S. Cellular Common Shares as step acquisitions using purchase accounting. As a result, the carrying values of the reporting units differ between U.S. Cellular and TDS. The carrying value of the reporting units at U.S. Cellular was $2,646 million at November 1, 2014.

Goodwill—TDS Telecom

TDS Telecom has recorded Goodwill as a result of the acquisition of wireline, HMS and cable companies. For purposes of the 2014 Goodwill impairment testing, TDS Telecom has three reporting units: Wireline, HMS and Cable. For purposes of the 2013 Goodwill impairment testing, TDS Telecom had three reporting units: ILEC, HMS and Cable. During 2014, the ILEC and CLEC operations were combined into one reporting unit referred to as Wireline. There is no Goodwill at the CLEC operations.

Qualitative Assessment—HMS

During the third quarter of 2014, due to a decline in projected revenue and earnings of TDS Telecom's HMS reporting unit compared with previously projected results, TDS determined that an interim impairment test of HMS Goodwill was required. See discussion below under "Quantitative Assessment—Wireline, Cable, and Interim HMS."

Considering that the interim test was recently performed as of August 1, 2014, a qualitative assessment of the HMS reporting unit was determined to be sufficient for the annual impairment test that was completed as of November 1, 2014. The qualitative assessment, which analyzed company, industry and economic trends, concluded that it was more likely than not that the fair value of the HMS reporting unit was at least equal to its carrying value, and accordingly, no Goodwill impairment resulted.

Quantitative Assessment—Wireline, Cable, and Interim HMS

The discounted cash flow approach and guideline public company method were used to value the Wireline and Cable reporting units at November 1, 2014. Additionally, these approaches were used to value the HMS reporting unit as of the interim impairment testing date of August 1, 2014. As of November 1, 2014, the fair values of the Wireline and Cable reporting units exceeded their carrying values; therefore, no impairment of Goodwill existed for either reporting unit. As of August 1, 2014, TDS Telecom determined that the carrying value of the HMS reporting unit exceeded its fair value. Therefore, a Step 2 Goodwill impairment test was performed and TDS recognized a loss on impairment of assets of $84.0 million during the three months ended September 30, 2014 for its HMS reporting unit.

The discounted cash flow approach uses value drivers and risks specific to the industry and current economic factors. The most significant assumptions made in this process were the revenue growth rate (shown as a compound annual growth rate in the table below), the terminal revenue growth rate, the

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discount rate and capital expenditures as a percentage of revenue (shown as a simple average in the table below).

The guideline public company method develops an indication of fair value by calculating average market pricing multiples for selected publicly-traded companies. The developed multiples were applied to applicable financial measures of the respective reporting unit to determine fair value. The discounted cash flow approach and guideline public company method were weighted to arrive at the total fair value used for impairment testing.

For purposes of the discounted cash flow approach, the following table represents key assumptions used in estimating the fair value of the Wireline and Cable reporting units as of the respective testing dates.

There are uncertainties associated with these key assumptions and potential events and/or circumstances that could have a negative effect on the key assumptions, which are described below.

 
  November 1,
2014
  August 1,
2014
 
Key Assumptions
  Wireline   Cable   HMS  

Revenue growth rate(1)

    (2.8 )%   6.9 %   6.1 %

Terminal revenue growth rate(1)

    0.0 %   3.0 %   2.5 %

Discount rate(2)

    7.0 %   10.5 %   11.5 %

Capital expenditures as a percentage of revenue(3)

    17.0 %   15.8 %   8.6 %

(1)
There are risks that could negatively impact the projected revenue growth rates, including, but not limited to: the success of new and existing products/services, competition, and operational difficulties. TDS Telecom uses internally generated forecasts to develop such rates. TDS Telecom's internally generated forecasts consider such things as observed demand and market and competitive knowledge.

(2)
The discount rate is dependent upon the cost of capital of other industry market participants and company specific risk. To the extent that the weighted average cost of capital of industry participants increases, this would decrease the estimated fair value of the reporting units. The weighted average cost of capital may increase if borrowing costs rise, market participants weight more of their capital structure towards equity (vs. debt), Wireline, Cable or HMS' risk in relation to its peers increases or other elements affecting the estimated cost of equity increase. This rate varies by reporting unit as a result of such things as the maturity and capital intensity of the related market participants.

(3)
To the extent costs associated with these capital expenditures increase at a rate higher than expected and disproportionate to forecasted future revenues, this could negatively impact future cash flows.

The following represents the carrying values of the reporting units tested for impairment as of November 1, 2014, and the results of the Step 1 Goodwill impairment tests. The following does not show the carrying value of the HMS reporting unit or the percentage by which the estimated reporting unit fair value exceeded its carrying value as of November 1, 2014 because the carrying value had been adjusted to fair value during the three months ended September 30, 2014 and a qualitative assessment was performed as of the annual impairment testing date, November 1, 2014.

Reporting unit
  Carrying value   Percentage by which the estimated reporting
unit FV exceeded its CV
 
(Dollars in millions)
   
   
 

Wireline

  $ 1,455     4.9 %

Cable

  $ 524     11.2 %

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Provided all other assumptions remained the same, the Wireline and Cable discount rates would have to increase to 7.8% and 11.5%, respectively, to yield estimated fair values equal to their respective carrying values at November 1, 2014. Further, provided all other assumptions remained the same, the Wireline and Cable terminal revenue growth rate assumptions would need to decrease to negative 1.1% and positive 1.0%, respectively, to yield an estimate of fair value equal to the carrying value of the respective reporting units at November 1, 2014.

Wireless Licenses

As of November 1, 2014, the estimated fair value of the U.S. Cellular licenses in each unit of accounting exceeded their carrying value. Therefore, no impairment of licenses existed. U.S. Cellular tests licenses for impairment at the level of reporting referred to as a unit of accounting. For purposes of its impairment testing of licenses as of November 1, 2014 and November 1, 2013, U.S. Cellular separated its FCC licenses into eleven units of accounting based on geographic service areas. In both 2014 and 2013, seven of the units of accounting represented geographic groupings of licenses which, because they were not being utilized and, therefore, were not expected to generate cash flows from operating activities in the foreseeable future, were considered separate units of accounting for purposes of impairment testing.

Developed operating market licenses ("built licenses")

U.S. Cellular applies the build-out method to estimate the fair values of built licenses. The most significant assumptions applied for purposes of the licenses impairment assessment were as follows:

Key Assumptions
  November 1,
2014
 

Build-out period(1)

    5 years  

Discount rate(2)

    8.75 %

Terminal revenue growth rate

    2.0 %

Terminal capital expenditures as a percentage of revenue

    14.5 %

Customer penetration rates

    12.0-16.3 %

(1)
The build-out period represents the estimated time to perform a hypothetical build of the network. Changes in the estimated build-out period can occur as a result of changes in resources and technology. Such changes could negatively or positively impact the results.

(2)
The discount rate used in the valuation of licenses is less than the discount rate used in the valuation of reporting units for purposes of goodwill impairment testing. The discount rate used for licenses includes a reduced company-specific risk premium as it is assumed a market participant starting a greenfield build would construct and operate its network in an optimal manner and would not be constrained by the current network and operations associated with a mature wireless company. The discount rate is estimated based on the overall risk-free interest rate adjusted for industry participant information, such as a typical capital structure (i.e., debt-equity ratio), the after-tax cost of debt and the cost of equity. The cost of equity takes into consideration the average risk specific to individual market participants. The weighted average cost of capital may increase if borrowing costs rise, market participants weight more of their capital structure towards equity (vs. debt), or other elements affecting the estimated cost of equity increase.

As of November 1, 2014, the fair values of the built licenses units of accounting exceeded their respective carrying values by amounts ranging from 7.9% to 42.9%. The discount rate would have to increase to a range of 8.9% to 9.3% to yield estimated fair values of licenses in the respective units of accounting that equal their respective carrying values at November 1, 2014.

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Non-operating market licenses ("unbuilt licenses")

For purposes of performing impairment testing of unbuilt licenses, the fair value of the unbuilt licenses is assumed to have changed by the same percentage, and in the same direction, that the fair value of built licenses measured using the build-out method changed during the period. There was no impairment loss recognized related to unbuilt licenses as a result of the November 1, 2014 licenses impairment test.

Carrying Value of Licenses

The carrying value of licenses at November 1, 2014 was as follows:

Unit of Accounting(1)
  Carrying Value  
(Dollars in millions)
   
 

U.S. Cellular—Built licenses

       

Central Region

  $ 804  

Mid-Atlantic Region

    234  

New England Region

    107  

Northwest Region

    68  

U.S. Cellular—Unbuilt licenses

   
 
 

New England

    1  

North Northwest

    3  

South Northwest

    2  

North Central

    51  

South Central

    22  

East Central

    87  

Mid-Atlantic

    17  

Total(2)

  $ 1,396  

Other

    6  

Total(3)

  $ 1,402  

(1)
U.S. Cellular participated in spectrum auctions indirectly through its interests in Aquinas Wireless L.P. ("Aquinas Wireless") and King Street Wireless L.P. ("King Street Wireless"), collectively, the "limited partnerships." Interests in other limited partnerships that participated in spectrum auctions have since been acquired. Each limited partnership participated in and was awarded spectrum licenses in one of two separate spectrum auctions (FCC Auctions 78 and 73). All of the units of accounting above, except New England, include licenses awarded to the limited partnerships.

(2)
Under previous business combination guidance in effect prior to January 1, 2009, TDS had recorded licenses as a result of accounting for U.S. Cellular's purchases of U.S. Cellular Common Shares as step acquisitions using purchase accounting. As a result, the carrying values of the units of accounting for the developed operating markets differ between U.S. Cellular and TDS. The total carrying value of all units of accounting at U.S. Cellular was $1,391 million at November 1, 2014.

(3)
Between the November 1, 2014 impairment test date and the December 31, 2014 Consolidated Balance Sheet date, TDS obtained licenses through a license exchange in the amount of $51 million and capitalized interest on certain licenses pursuant to current network build-outs in the amount of $1 million.

Franchise rights

TDS Telecom has recorded Franchise rights as a result of acquisitions of cable businesses. TDS Telecom tests Franchise rights for impairment at a level of reporting referred to as a unit of accounting. For

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purposes of its impairment testing of Franchise rights, TDS Telecom has one unit of accounting: Cable. A qualitative assessment of the Cable unit of accounting was completed as of November 1, 2013.

TDS Telecom applied the build-out method to estimate the fair value of Franchise rights as of November 1, 2014. Based on the results of this assessment, the estimated fair value of the Franchise rights exceeded their carrying value.

The following table represents key assumptions used in estimating the fair value of the Franchise rights as of November 1, 2014 using the build-out method. There are uncertainties associated with these key assumptions and potential events and/or circumstances that could have a negative effect on the key assumptions, which are described below.

Key Assumptions
  November 1,
2014
 

Build-out period(1)

    2 years  

Discount rate(2)

    8.0 %

Terminal revenue growth rate

    3.0 %

Terminal capital expenditures as a percentage of revenue

    15.8 %

(1)
The build-out period represents the estimated time to perform a hypothetical build of the network. Changes in the estimated build-out period can occur as a result of changes in resources and technology. Such changes could negatively or positively impact the results.

(2)
The discount rate used in the valuation of Franchise rights is less than the discount rate used in the valuation of reporting units for purposes of Goodwill impairment testing. The discount rate used for Franchise rights includes a reduced company-specific risk premium as it is assumed a market participant starting a greenfield build would construct and operate its network in an optimal manner and would not be constrained by the current network and operations associated with a mature cable company. The discount rate is estimated based on the overall risk-free interest rate adjusted for industry participant information, such as a typical capital structure (i.e., debt-equity ratio), the after-tax cost of debt and the cost of equity. The cost of equity takes into consideration the average risk specific to individual market participants. The weighted average cost of capital may increase if borrowing costs rise, market participants weight more of their capital structure towards equity (vs. debt), or other elements affecting the estimated cost of equity increase.

As of November 1, 2014, the fair value of the franchise rights exceeded its carrying value by 25.7%. Provided all other assumptions remained the same, the discount rate would have to increase to 8.4% to yield an estimated fair value of the Franchise rights that equals its carrying value at November 1, 2014. Further, provided all other assumptions remained the same, the terminal revenue growth rate assumption would need to decrease to 2.3% to yield an estimate of fair value equal to the carrying value of the Franchise rights at November 1, 2014.

Income Taxes

The amounts of income tax assets and liabilities, the related income tax provision and the amount of unrecognized tax benefits are critical accounting estimates because such amounts are significant to TDS' financial condition and results of operations.

The preparation of the consolidated financial statements requires TDS to calculate a provision for income taxes. This process involves estimating the actual current income tax liability together with assessing temporary differences resulting from the different treatment of items for tax purposes. These temporary differences result in deferred income tax assets and liabilities, which are included in TDS' Consolidated Balance Sheet. TDS must then assess the likelihood that deferred income tax assets will be realized based on future taxable income and, to the extent management believes that realization is not likely, establish a valuation allowance. Management's judgment is required in determining the provision for

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income taxes, deferred income tax assets and liabilities and any valuation allowance that is established for deferred income tax assets.

TDS recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution.

See Note 4—Income Taxes in the Notes to Consolidated Financial Statements for details regarding TDS' income tax provision, deferred income taxes and liabilities, valuation allowances and unrecognized tax benefits, including information regarding estimates that impact income taxes.

Loyalty Reward Program

See the Revenue Recognition—U.S. Cellular section of Note 1—Summary of Significant Accounting Policies and Recent Accounting Pronouncements in the Notes to Consolidated Financial Statements for additional description of this program and the related accounting.

TDS follows the deferred revenue method of accounting for its loyalty reward program. Under this method, revenue allocated to loyalty reward points is deferred. The amount allocated to the loyalty points is based on the estimated retail price of the products and services for which points may be redeemed, as well as TDS' estimate of the percentage of loyalty points that will be redeemed for each product or service. A significant change in any of the aforementioned assumptions used would impact the amount of revenue deferred and recognized under the loyalty reward program.

Revenue is recognized at the time of customer redemption or when such points have been depleted via an account maintenance charge. As a result of the accumulation of historical experience, beginning in the fourth quarter of 2013, TDS began recognizing breakage under the proportional model. Prior to the fourth quarter of 2013, breakage was not recognized until incurred. Under the proportional model, TDS allocates a portion of the estimated future breakage to each redemption and records revenue proportionally.

TDS periodically reviews and if necessary, revises the redemption and depletion rates under this model as appropriate based on history and related future expectations. In 2014 and 2013, TDS recognized $20.6 million and $16.8 million, respectively, in revenues related to estimated and actual breakage.

Equipment Installment Plans

TDS offers customers the option to purchase certain devices under installment contracts over a period of up to 24 months and, under certain of these plans, offers the customer a trade-in right. Customers on an installment contract that elect to trade-in their device, will receive a credit in the amount of the outstanding balance of the installment contract, provided the subscriber trades-in an eligible used device in good working condition and purchases a new device from TDS. Equipment revenue under these contracts is recognized at the time the device is delivered to the end-user customer for the selling price of the device, net of any deferred imputed interest or trade-in right, if applicable.

Trade-In Right

TDS values the trade-in right as a guarantee liability. This liability is initially measured at fair value and is determined based on assumptions including the probability and timing of the customer upgrading to a new device and the estimated fair value of the used device eligible for trade-in. TDS reevaluates its estimate of the guarantee liability at each reporting date. A significant change in any of the aforementioned assumptions used to compute the guarantee liability would impact the amount of revenue recognized under these plans and the timing thereof. For the year ended December 31, 2014,

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TDS assumed the earliest contractual time of trade-in, or 12 months, for all customers on installment contracts with trade-in rights.

When a customer exercises the trade-in option, the difference between the outstanding receivable balance forgiven and the fair value of the used device is recorded as a reduction to the guarantee liability. If the customer does not exercise the trade-in option at the time he or she is eligible, TDS begins amortizing the liability and records this amortization as additional operating revenue.

Interest

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 using a market rate and recognizes such interest income over the duration of the plan as a component of Interest and dividend income. Changes in the imputed interest rate would impact the amount of revenue recognized under these plans.

Allowance

TDS maintains an allowance for doubtful accounts for estimated losses that result from the failure of our customers to make payments due under the equipment installment plans. The allowance is estimated based on historical experience, account aging and other factors that could affect collectability. When it is probable that an account balance will not be collected, the account balance is charged against the allowance for doubtful accounts. To the extent that actual loss experience differs significantly from historical trends, the required allowance amounts could differ from the original estimates.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

See Note 20—Certain Relationships and Related Transactions in the Notes to Consolidated Financial Statements.

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PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
SAFE HARBOR CAUTIONARY STATEMENT

This Management's Discussion and Analysis of Financial Condition and Results of Operations and other sections of this Annual Report contain statements that are not based on historical 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 such forward-looking statements. Such risks, uncertainties and other factors include, but are not limited to, the following risks:

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, divestitures and exchanges) or allocate resources or capital 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 creates certain risks and uncertainties which could have an adverse impact on TDS' financial condition or results of operations.

Changes in roaming practices or other factors could cause TDS' roaming revenues to decline 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 have 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 could have an adverse effect on TDS' business, financial condition or results of operations.

To the extent conducted by the Federal Communications Commission ("FCC"), TDS is likely to participate in FCC auctions of additional spectrum in the future as an applicant or as a noncontrolling partner in another auction applicant and, during certain periods, will be subject to the FCC's anti-collusion rules, which could have an adverse effect on TDS.

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, financial 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 adverse effect on TDS' business, financial condition or results of operations.

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

TDS' lower scale relative to larger competitors could adversely affect its business, financial condition or results of operations.

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

Advances or changes in 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.

Complexities associated with deploying new technologies present substantial risk.

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TDS is subject to numerous surcharges and fees from federal, state and local governments, and the applicability and the amount of these fees are subject to great uncertainty.

Performance under device purchase agreements could have a material adverse impact on TDS' business, financial condition or results 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 other 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 properties or licenses and/or expansion of TDS' businesses could have an adverse effect on TDS' business, financial condition or results of operations.

TDS' investments in unproven technologies may not produce the benefits that TDS expects.

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 adverse 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 retailers 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 TDS' 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 or results of operations.

Cyber-attacks or other breaches of network or information technology security 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 conditions 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.

Uncertainty of TDS' ability to access capital, deterioration in the capital markets, other changes in market conditions, changes in TDS' credit ratings or other factors could limit or restrict the availability of financing on terms and prices acceptable to TDS, which could require TDS to reduce its construction, development or acquisition programs.

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

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Telephone and Data Systems, Inc.

Management's Discussion and Analysis of Financial Condition and 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.

Certain matters, such as control by the TDS Voting Trust and provisions in the TDS Restated Certificate of Incorporation, may serve to discourage or make more difficult a change in control of TDS.

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.

See "Risk Factors" in TDS' Annual Report on Form 10-K for the year ended December 31, 2014 for a further discussion of these risks. TDS undertakes no obligation to update publicly any forward-looking statements whether as a result of new information, future events or otherwise. Readers should evaluate any statements in light of these important factors.

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Telephone and Data Systems, Inc.

Management's Discussion and Analysis of Financial Condition and Results of Operations

MARKET RISK

Long-Term Debt

As of December 31, 2014, the majority of TDS' long-term debt was in the form of fixed-rate notes with maturities ranging up to 49 years. Fluctuations in market interest rates can lead to significant fluctuations in the fair value of these fixed-rate notes.

The following table presents the scheduled principal payments on long-term debt and capital lease obligations, and the related weighted average interest rates by maturity dates at December 31, 2014:

 
  Principal Payments Due by Period  
(Dollars in millions)
  Long-Term
Debt Obligations(1)
  Weighted-Avg.
Interest Rates
on Long-Term
Debt Obligations(2)
 

2015

  $ 0.8     2.5 %

2016

    3.8     4.4 %

2017

    0.1     8.7 %

2018

    0.1     8.8 %

2019

    0.1     9.1 %

After 5 years

    2,000.8     6.8 %

Total

  $ 2,005.7     6.8 %

(1)
The total long-term debt obligation differs from Long-term debt in the Consolidated Balance Sheet due to the $11.3 million unamortized discount related to U.S. Cellular's 6.7% Senior Notes. See Note 11—Debt in the Notes to Consolidated Financial Statements for additional information.

(2)
Represents the weighted average interest rates at December 31, 2014 for debt maturing in the respective periods.

Fair Value of Long-Term Debt

At December 31, 2014 and 2013, the estimated fair value of long-term debt obligations, excluding capital lease obligations and the current portion of such long-term debt, was $1,932.4 million and $1,560.6 million, respectively. The fair value of long-term debt, excluding capital lease obligations and the current portion of such 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 at December 31, 2014 and 2013, and for U.S. Cellular's 7.25% Senior Notes at December 31, 2014, and a discounted cash flow analysis for U.S. Cellular's 6.7% Senior Notes and the remaining debt at December 31, 2014 and 2013.

Other Market Risk Sensitive Instruments

The substantial majority of TDS' other market risk sensitive instruments (as defined in item 305 of SEC Regulation S-K) are short-term, including Cash and cash equivalents. Accordingly, TDS believes that a significant change in interest rates would not have a material effect on such other market risk sensitive instruments.

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Telephone and Data Systems, Inc.
Consolidated Statement of Operations

Year Ended December 31,
  2014   2013   2012  
(Dollars and shares in thousands, except per share amounts)
   
   
   
 

Operating revenues

                   

Service

  $ 4,328,654   $ 4,443,491   $ 4,952,603  

Equipment and product sales

    680,784     457,745     392,674  

Total operating revenues

    5,009,438     4,901,236     5,345,277  

Operating expenses

                   

Cost of services (excluding Depreciation, amortization and accretion reported below)

    1,164,658     1,118,183     1,274,625  

Cost of equipment and products

    1,346,811     1,107,133     997,945  

Selling, general and administrative

    1,865,807     1,947,778     2,033,901  

Depreciation, amortization and accretion

    836,532     1,018,077     813,626  

Loss on impairment of assets

    87,802         515  

(Gain) loss on asset disposals, net

    26,531     30,841     19,741  

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

    (15,846 )   (300,656 )   21,061  

(Gain) loss on license sales and exchanges

    (112,993 )   (255,479 )    

Total operating expenses

    5,199,302     4,665,877     5,161,414  

Operating income (loss)

    (189,864 )   235,359     183,863  

Investment and other income (expense)

   
 
   
 
   
 
 

Equity in earnings of unconsolidated entities

    131,965     132,714     92,867  

Interest and dividend income

    16,957     9,092     9,248  

Gain (loss) on investments

        14,547     (3,718 )

Interest expense

    (111,397 )   (98,811 )   (86,745 )

Other, net

    115     (37 )   720  

Total investment and other income (expense)

    37,640     57,505     12,372  

Income (loss) before income taxes

    (152,224 )   292,864     196,235  

Income tax expense (benefit)

    (4,932 )   126,043     73,582  

Net income (loss)

    (147,292 )   166,821     122,653  

Less: Net income (loss) attributable to noncontrolling interests, net of tax

    (10,937 )   24,894     40,792  

Net income (loss) attributable to TDS shareholders

    (136,355 )   141,927     81,861  

TDS Preferred dividend requirement

    (49 )   (49 )   (50 )

Net income (loss) available to common shareholders

  $ (136,404 ) $ 141,878   $ 81,811  

Basic weighted average shares outstanding

    108,485     108,490     108,671  

Basic earnings (loss) per share attributable to TDS shareholders

  $ (1.26 ) $ 1.31   $ 0.75  

Diluted weighted average shares outstanding

    108,485     109,132     108,937  

Diluted earnings (loss) per share attributable to TDS shareholders

  $ (1.26 ) $ 1.29   $ 0.75  

Dividends per share to TDS shareholders

  $ 0.54   $ 0.51   $ 0.49  

The accompanying notes are an integral part of these consolidated financial statements.

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Telephone and Data Systems, Inc.
Consolidated Statement of Comprehensive Income (Loss)

Year Ended December 31,
  2014   2013   2012  
(Dollars in thousands)
   
   
   
 

Net income (loss)

  $ (147,292 ) $ 166,821   $ 122,653  

Net change in accumulated other comprehensive income

                   

Change in net unrealized gain on equity investments

    341     51     49  

Change in foreign currency translation adjustment

    48     (34 )   4  

Change related to retirement plan

                   

Amounts included in net periodic benefit cost for the period

                   

Net actuarial gains (losses)

    10,990     13,345     90  

Prior service cost

    2,057          

Amortization of prior service cost

    (3,644 ) <