UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)
☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2023

OR

☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                                    to

Commission file number 001-14157

TELEPHONE AND DATA SYSTEMS, INC.
(Exact name of Registrant as specified in its charter)
Delaware						36-2669023
(State or other jurisdiction of incorporation or organization)						(IRS Employer Identification No.)

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

(Address of principal executive offices) (Zip code)

Registrant's telephone number, including area code: (312) 630-1900

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Shares, $.01 par value

TDS

New York Stock Exchange

Depository Shares each representing a 1/1000th interest in a share of 6.625% Series UU Cumulative Redeemable Perpetual Preferred Stock, $.01 par value

TDSPrU

New York Stock Exchange

Depository Shares each representing a 1/1000th interest in a share of 6.000% Series VV Cumulative Redeemable Perpetual Preferred Stock, $.01 par value

TDSPrV

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes

☒

No

☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes

☒

No

☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes

☐

No

☒

The number of shares outstanding of each of the issuer's classes of common stock, as of March 31, 2023, is 105,131,100 Common Shares, $.01 par value, and 7,441,500 Series A Common Shares, $.01 par value.

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Telephone and Data Systems, Inc.

Quarterly Report on Form 10-Q

For the Period Ended March 31, 2023

Index			Page No.
Management Discussion and Analysis of Financial Condition and Results of Operations			1
Executive Overview			1
Terms Used by TDS			3
Results of Operations – TDS Consolidated			4
UScellular Operations			7
TDS Telecom Operations			12
Liquidity and Capital Resources			17
Consolidated Cash Flow Analysis			21
Consolidated Balance Sheet Analysis			22
Supplemental Information Relating to Non-GAAP Financial Measures			23
Application of Critical Accounting Policies and Estimates			26
Regulatory Matters			26
Private Securities Litigation Reform Act of 1995 Safe Harbor Cautionary Statement			27
Risk Factors			29
Quantitative and Qualitative Disclosures About Market Risk			29
Financial Statements (Unaudited)			30
Consolidated Statement of Operations			30
Consolidated Statement of Comprehensive Income			31
Consolidated Statement of Cash Flows			32
Consolidated Balance Sheet			33
Consolidated Statement of Changes in Equity			35
Notes to Consolidated Financial Statements			37
Controls and Procedures			49
Legal Proceedings			49
Unregistered Sales of Equity Securities and Use of Proceeds			50
Exhibits			51
Form 10-Q Cross Reference Index			52
Signatures			53

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Table of Contents

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

Executive Overview

The following discussion and analysis compares Telephone and Data Systems, Inc.’s (TDS) financial results for the three months ended March 31, 2023, to the three months ended March 31, 2022. It should be read in conjunction with TDS’ interim consolidated financial statements and notes included herein, and with the description of TDS’ business, its audited consolidated financial statements and Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) included in TDS’ Annual Report on Form 10-K (Form 10-K) for the year ended December 31, 2022. Certain numbers included herein are rounded to millions for ease of presentation; however, certain calculated amounts and percentages are determined using the unrounded numbers. 

This report contains statements that are not based on historical facts, including the words “believes,” “anticipates,” “estimates,” “expects,” “plans,” “intends,” “projects” and similar expressions. 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. See Private Securities Litigation Reform Act of 1995 Safe Harbor Cautionary Statement for additional information.

TDS uses certain “non-GAAP financial measures” and each such measure is identified in the MD&A. A discussion of the reasons TDS determines these metrics to be useful and reconciliations of these measures to their most directly comparable measures determined in accordance with accounting principles generally accepted in the United States of America (GAAP) are included in the Supplemental Information Relating to Non-GAAP Financial Measures section within the MD&A of this Form 10-Q Report.

General

TDS is a diversified telecommunications company that provides high-quality communications services to approximately 6 million connections nationwide. TDS provides wireless services through its 84%-owned subsidiary, United States Cellular Corporation (UScellular). TDS also provides broadband, video and voice services through its wholly-owned subsidiary, TDS Telecommunications LLC (TDS Telecom). TDS operates entirely in the United States.

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TDS Mission and Strategy

TDS’ mission is to provide outstanding communications services to its customers and meet the needs of its shareholders, its people, and its communities. In pursuing this mission, TDS seeks to grow its businesses, create opportunities for its associates, support the communities it serves, and build value over the long term for its shareholders. Across all of its businesses, TDS is focused on providing exceptional customer experiences through best-in-class services and products and superior customer service. Since its founding, TDS has been committed to bringing high-quality communications services to rural and underserved communities. TDS continues to make progress on developing and enhancing its Environmental, Social and Governance (ESG) program, including the publication of the most recent TDS ESG Report in September 2022.

TDS’ long-term strategy calls for the majority of its operating capital to be reinvested in its businesses to strengthen their competitive positions and financial performance, while also returning value to TDS shareholders primarily through the payment of a regular quarterly cash dividend. 

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

▪UScellular offers economical and competitively priced service plans and devices to its customers and is focused on increasing revenues from sales of related products such as device protection plans and from new services such as fixed wireless home internet. In addition, UScellular is focused on increasing revenues from prepaid plans, tower rent revenues and expanding its solutions available to business and government customers. 

▪UScellular continues to enhance its network capabilities, including by deploying 5G technology. 5G technology helps address customers’ growing demand for data services and creates opportunities for new services requiring high speed and reliability as well as low latency. Through the end of 2022, UScellular's 5G deployment has predominantly used low-band spectrum, and as of December 31, 2022, UScellular has launched 5G services in portions of substantially all of its markets. During 2023, UScellular is continuing to invest in 5G with a focus on deployment of mid-band spectrum, which will largely overlap portions of areas already covered with low-band 5G service. 5G service deployed over mid-band spectrum will further enhance speed and capacity for UScellular's mobility and fixed wireless services. In addition, a portion of UScellular's mid-band spectrum is not expected to be available for use until late 2023.

▪UScellular assesses its existing wireless interests on an ongoing basis with a goal of improving the competitiveness of its operations and maximizing its long-term return on capital. As part of this strategy, UScellular actively seeks attractive opportunities to acquire wireless spectrum, including pursuant to FCC auctions.

▪TDS Telecom strives to be the preferred broadband provider in its markets with the ability to provide value-added bundling with video and voice service options. TDS Telecom focuses on driving growth by investing in fiber deployment in its expansion markets and in its incumbent markets that have historically utilized copper and coaxial cable technologies.

▪TDS Telecom seeks to grow its operations and expand its total footprint by creating new clusters of markets in attractive, growing locations and may seek to acquire businesses that support and complement its existing markets.

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Terms Used by TDS

The following is a list of definitions of certain industry terms that are used throughout this document:

▪5G – fifth generation wireless technology that helps address customers’ growing demand for data services and creates opportunities for new services requiring high speed and reliability as well as low latency.

▪Account – represents an individual or business financially responsible for one or multiple associated connections. An account may include a variety of types of connections such as handsets and connected devices.

▪Alternative Connect America Cost Model (A-CAM) – a USF support mechanism for certain carriers, which provides revenue support through 2028. This support comes with an obligation to build defined broadband speeds to a certain number of locations.

▪Auction 107 – Auction 107 was an FCC auction of 3.7-3.98 GHz wireless spectrum licenses that started in December 2020 and concluded in February 2021.

▪Broadband Connections – refers to the individual customers provided internet access through various transmission technologies, including fiber, coaxial and copper.

▪Broadband Penetration – metric which is calculated by dividing total broadband connections by total service addresses.

▪Coronavirus Aid, Relief, and Economic Security (CARES) Act – economic relief package signed into law on March 27, 2020 to address the public health and economic impacts of COVID-19, including a variety of tax provisions.

▪Churn Rate – represents the percentage of the connections that disconnect service each month. These rates represent the average monthly churn rate for each respective period.

▪Connected Devices – non-handset devices that connect directly to the UScellular network. Connected devices include products such as tablets, wearables, modems, and hotspots.

▪EBITDA – refers to earnings before interest, taxes, depreciation, amortization and accretion and is used in the non-GAAP metric Adjusted EBITDA throughout this document. See Supplemental Information Relating to Non-GAAP Financial Measures within this MD&A for additional information.

▪Expansion Markets – markets utilizing fiber networks in areas where TDS does not serve as the incumbent service provider.

▪Free Cash Flow – non-GAAP metric defined as Cash flows from operating activities less Cash paid for additions to property, plant and equipment and less Cash paid for software license agreements. See Supplemental Information Relating to Non-GAAP Financial Measures within this MD&A for additional information.

▪Gross Additions – represents the total number of new connections added during the period, without regard to connections that were terminated during that period.

▪Incumbent Markets – markets where TDS is positioned as the traditional local telephone or cable company.

▪IPTV – internet protocol television.

▪Net Additions (Losses) – represents the total number of new connections added during the period, net of connections that were terminated during that period.

▪OIBDA – refers to operating income before depreciation, amortization and accretion and is used in the non-GAAP metric Adjusted OIBDA throughout this document. See Supplemental Information Relating to Non-GAAP Financial Measures within this MD&A for additional information.

▪Postpaid Average Revenue per Account (Postpaid ARPA) – metric which is calculated by dividing total postpaid service revenues by the average number of postpaid accounts and by the number of months in the period.

▪Postpaid Average Revenue per User (Postpaid ARPU) – metric which is calculated by dividing total postpaid service revenues by the average number of postpaid connections and by the number of months in the period.

▪Residential Revenue per Connection – metric which is calculated by dividing total residential revenue by the average number of residential connections and by the number of months in the period.

▪Retail Connections – individual lines of service associated with each device activated by a postpaid or prepaid customer. Connections are associated with all types of devices that connect directly to the UScellular network.

▪Service Addresses – number of single residence homes, multi-dwelling units, and business locations that are capable of being connected to the TDS network, based on best available information.

▪Universal Service Fund (USF) – a system of telecommunications collected fees and support payments managed by the FCC intended to promote universal access to telecommunications services in the United States.

▪Video Connections – represents the individual customers provided video services.

▪Voice Connections – refers to the individual circuits connecting a customer to TDS' central office facilities that provide voice services or the billable number of lines into a building for voice services.

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Results of Operations — TDS Consolidated

			Three Months Ended March 31,
			2023						2022						2023 vs. 2022
(Dollars in millions)
Operating revenues
UScellular			$	986					$	1,010					(2)		%
TDS Telecom			253						251						1		%
All other1			64						54						20		%
Total operating revenues			1,303						1,315						(1)		%
Operating expenses
UScellular			960						939						2		%
TDS Telecom			245						223						10		%
All other1			69						58						20		%
Total operating expenses			1,274						1,220						4		%
Operating income
UScellular			26						71						(63)		%
TDS Telecom			8						28						(72)		%
All other1			(5)						(4)						(18)		%
Total operating income			29						95						(70)		%
Investment and other income (expense)
Equity in earnings of unconsolidated entities			44						45						(3)		%
Interest and dividend income			5						2						N/M
Interest expense			(53)						(33)						(65)		%
Total investment and other income (expense)			(4)						14						N/M
Income before income taxes			25						109						(78)		%
Income tax expense			13						37						(66)		%
Net income			12						72						(84)		%
Less: Net income attributable to noncontrolling interests, net of tax			4						11						(68)		%
Net income attributable to TDS shareholders			8						61						(87)		%
TDS Preferred Share dividends			17						17						—
Net income (loss) attributable to TDS common shareholders			$	(9)					$	44					N/M
Adjusted OIBDA (Non-GAAP)2			$	272					$	325					(16)		%
Adjusted EBITDA (Non-GAAP)2			$	321					$	372					(14)		%
Capital expenditures3			$	343					$	242					42		%

Numbers may not foot due to rounding.

N/M - Percentage change not meaningful

1Consists of corporate and other operations and intercompany eliminations.

2Refer to Supplemental Information Relating to Non-GAAP Financial Measures within this MD&A for a reconciliation of this measure.

3Refer to Liquidity and Capital Resources within this MD&A for additional information on Capital expenditures.

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

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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 using the equity method or the net asset value practical expedient. TDS’ investment in the Los Angeles SMSA Limited Partnership (LA Partnership) contributed pre-tax income of $20 million and $18 million for the three months ended March 31, 2023 and 2022, respectively. See Note 7 — Investments in Unconsolidated Entities in the Notes to Consolidated Financial Statements for additional information.

Interest expense

Interest expense increased for the three months ended March 31, 2023 due primarily to interest rate increases on variable rate debt and additional borrowings under the TDS and UScellular term loan agreements, the TDS revolving credit agreement and the TDS export credit agreement. See Market Risk for additional information regarding maturities of long-term debt and weighted average interest rates.

Income tax expense

Income tax expense decreased for the three months ended March 31, 2023 due primarily to the decrease in Income before income taxes.

In April 2023, TDS received a federal income tax refund of $57 million related to the 2020 net operating loss carryback enabled by the CARES Act.

Net income attributable to noncontrolling interests, net of tax

			Three Months Ended March 31,
			2023						2022
(Dollars in millions)
UScellular noncontrolling public shareholders’			$	2					$	9
Noncontrolling shareholders’ or partners’			2						2
Net income attributable to noncontrolling interests, net of tax			$	4					$	11

Net income attributable to noncontrolling interests, net of tax includes the noncontrolling public shareholders’ share of UScellular’s net income, the noncontrolling shareholders’ or partners’ share of certain UScellular subsidiaries’ net income and other TDS noncontrolling interests.

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Earnings

(Dollars in millions)

Three Months Ended

Net income decreased due primarily to higher operating and interest expenses and lower operating revenues, partially offset by lower income tax expense. Adjusted EBITDA decreased due primarily to higher operating expenses and lower operating revenues.

*Represents a non-GAAP financial measure. Refer to Supplemental Information Relating to Non-GAAP Financial Measures within this MD&A for a reconciliation of this measure.

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			UScellular OPERATIONS

Business Overview

UScellular owns, operates, and invests in wireless markets throughout the United States. UScellular is an 84%-owned subsidiary of TDS. UScellular’s strategy is to attract and retain customers by providing a high-quality network, outstanding customer service, and competitive devices, plans and pricing - all provided with a community focus. 

OPERATIONS

▪Serves customers with 4.7 million retail connections including 4.2 million postpaid and 0.5 million prepaid connections

▪Operates in 21 states

▪Employs approximately 4,900 associates

▪4,338 owned towers

▪6,950 cell sites in service

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Operational Overview — UScellular

As of March 31,									2023						2022
Retail Connections – End of Period
			Postpaid						4,223,000						4,335,000
			Prepaid						470,000						495,000
			Total						4,693,000						4,830,000

			Q1 2023						Q1 2022						Q1 2023 vs. Q1 2022
Postpaid Activity and Churn
Gross Additions
Handsets			93,000						91,000						2		%
Connected Devices			44,000						35,000						26		%
Total Gross Additions			137,000						126,000						9		%
Net Additions (Losses)
Handsets			(25,000)						(36,000)						31		%
Connected Devices			1,000						(8,000)						N/M
Total Net Additions (Losses)			(24,000)						(44,000)						45		%
Churn
Handsets			1.06		%				1.10		%
Connected Devices			2.78		%				2.70		%
Total Churn			1.27		%				1.30		%

N/M - Percentage change not meaningful

UScellular had net handset losses during the three months ended March 31, 2023 due to aggressive industry-wide competition.

Total postpaid handset net losses decreased during this period when compared to the same period last year due primarily to lower defections as a result of improvements in voluntary churn.

Total postpaid connected device net additions increased for the three months ended March 31, 2023, when compared to the same period last year due primarily to higher demand for fixed wireless home internet and tablet devices.

Postpaid Revenue

			Three Months Ended March 31,
			2023						2022						2023 vs. 2022
Average Revenue Per User (ARPU)			$	50.66					$	49.71					2		%
Average Revenue Per Account (ARPA)			$	130.77					$	129.93					1		%

Postpaid ARPU and Postpaid ARPA increased for the three months ended March 31, 2023, when compared to the same period last year, due to favorable plan and product offering mix and an increase in device protection plan revenues. These increases were partially offset by an increase in promotional discounts.

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Financial Overview — UScellular

			Three Months Ended March 31,
			2023						2022						2023 vs. 2022
(Dollars in millions)
Retail service			$	691					$	702					(1)		%
Inbound roaming			9						21						(58)		%
Other			67						64						3		%
Service revenues			767						787						(3)		%
Equipment sales			219						223						(2)		%
Total operating revenues			986						1,010						(2)		%
System operations (excluding Depreciation, amortization and accretion reported below)			182						185						(2)		%
Cost of equipment sold			253						257						(2)		%
Selling, general and administrative			345						325						6		%
Depreciation, amortization and accretion			170						171						(1)		%
(Gain) loss on asset disposals, net			10						2						N/M
(Gain) loss on sale of business and other exit costs, net			—						(1)						N/M
Total operating expenses			960						939						2		%
Operating income			$	26					$	71					(63)		%
Net income			$	14					$	52					(72)		%
Adjusted OIBDA (Non-GAAP)1			$	206					$	243					(15)		%
Adjusted EBITDA (Non-GAAP)1			$	252					$	289					(13)		%
Capital expenditures2			$	208					$	137					52		%

N/M - Percentage change not meaningful

1Refer to Supplemental Information Relating to Non-GAAP Financial Measures within this MD&A for a reconciliation of this measure.

2Refer to Liquidity and Capital Resources within this MD&A for additional information on Capital expenditures.

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Operating Revenues

Three Months Ended March 31, 2023 and 2022

(Dollars in millions)

Service revenues consist of:

▪Retail Service - Postpaid and prepaid charges for voice, data and value-added services and cost recovery surcharges

▪Inbound Roaming - Consideration from other wireless carriers whose customers use UScellular’s wireless systems when roaming

▪Other Service - Amounts received from the Federal USF, tower rental revenues, miscellaneous other service revenues and Internet of Things (IoT)

Equipment revenues consist of:

▪Sales of wireless devices and related accessories to new and existing customers, agents, and third-party distributors

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

Total operating revenues

Retail service revenues decreased for the three months ended March 31, 2023, as a result of a decrease in average postpaid connections partially offset by an increase in Postpaid ARPU as previously discussed in the Operational Overview section.

Inbound roaming revenues decreased for the three months ended March 31, 2023, primarily driven by lower data revenues resulting from lower rates, partially offset by higher usage. UScellular expects inbound roaming revenues to continue to decline for the remainder of 2023 relative to prior year levels.

Other service revenues increased for the three months ended March 31, 2023, resulting from increases in tower rental revenues.

Equipment sales revenues decreased for the three months ended March 31, 2023, due primarily to a decrease in the volume of new smartphone sales partially offset by an increase in the average price per smartphone and increased volume of connected device sales.

In recent periods, wireless service providers have been aggressive promotionally in order to attract and retain customers. This has included both traditional carriers and cable companies operating through mobile virtual network operators (MVNOs). UScellular expects promotional aggressiveness by its competitors to continue during 2023. Operating revenues and Operating income may be negatively impacted in future periods by competitive promotional offers to new and existing customers.

Total operating expenses

Total operating expenses for the three months ended March 31, 2023 include $10 million of severance and related expenses associated with a reduction in workforce that will be effective in the second quarter of 2023. These severance expenses are included in System operations expenses and Selling, general and administrative expenses.

Systems operations expenses

System operations expenses decreased for the three months ended March 31, 2023, due primarily to decreases in roaming and customer usage expenses, partially offset by an increase in maintenance, utility, and cell site expenses.

Cost of equipment sold

Cost of equipment sold decreased for the three months ended March 31, 2023, due primarily to a decrease in the volume of smartphone sales partially offset by an increase in the average cost per smartphone and increased volume of connected device sales.

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Selling, general and administrative expenses

Selling, general and administrative expenses increased for the three months ended March 31, 2023, due primarily to an increase in advertising expenses and costs related to the reduction in workforce.

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			TDS TELECOM OPERATIONS

Business Overview

TDS Telecom owns, operates and invests in high-quality networks, services and products in a mix of rural and suburban communities throughout the United States. TDS Telecom is a wholly-owned subsidiary of TDS and provides a wide range of broadband, video and voice communications services to residential, commercial and wholesale customers, with the constant focus on delivering superior customer service. TDS Telecom's strategic goal is to be the preferred broadband provider in the markets it serves.

OPERATIONS

▪Serves 1.2 million connections in 32 states

▪Employs approximately 3,500 associates

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Operational Overview — TDS Telecom

Total Service Address Mix

As of March 31,

TDS Telecom increased its service addresses 8% from a year ago to 1.5 million as of March 31, 2023 through network expansion.

TDS Telecom offers 1Gig+ service to 67% of its total footprint as of March 31, 2023, compared to 62% a year ago.

As of March 31,			2023						2022						2023 vs. 2022
Residential connections
Broadband
Wireline, Incumbent			247,900						250,100						(1)		%
Wireline, Expansion			62,800						40,600						55		%
Cable			204,700						204,600						—
Total Broadband			515,400						495,200						4		%
Video			132,600						140,000						(5)		%
Voice			289,200						301,700						(4)		%
Total Residential Connections			937,200						936,900						—
Commercial connections			229,800						260,000						(12)		%
Total connections			1,167,000						1,196,900						(3)		%

Numbers may not foot due to rounding.

Total connections decreased due to legacy voice, video, and competitive local exchange carrier (CLEC) connections declines, partially offset by broadband connection growth.

A majority of TDS Telecom's residential customers take advantage of bundling options as 59% of customers subscribe to more than one service.

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Residential Broadband Connections by Speed

As of March 31,

Residential broadband customers continue to choose higher speeds with 72% taking speeds of 100 Mbps or greater and 11% choosing 1Gig+.

Residential Revenue per Connection

Total residential revenue per connection increased 4% for the three months ended March 31, 2023, due to price increases and product mix changes, partially offset by promotional activity.

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Financial Overview — TDS Telecom

									Three Months Ended March 31,
																					2023						2022						2023 vs. 2022
(Dollars in millions)
Residential
Wireline, Incumbent																					$	86					$	85					1		%
Wireline, Expansion																					15						10						44		%
Cable																					68						67						1		%
Total residential																					169						163						4		%
Commercial																					41						44						(7)		%
Wholesale																					43						44						(4)		%
Total service revenues																					253						251						1		%
Equipment revenues																					—						—						(24)		%
Total operating revenues																					253						251						1		%
Cost of services (excluding Depreciation, amortization and accretion reported below)																					104						96						9		%
Cost of equipment and products																					—						—						(31)		%
Selling, general and administrative																					80						72						11		%
Depreciation, amortization and accretion																					59						54						9		%
(Gain) loss on asset disposals, net																					1						—						N/M
Total operating expenses																					245						223						10		%
Operating income																					$	8					$	28					(72)		%
Net income																					$	8					$	23					(64)		%
Adjusted OIBDA (Non-GAAP)1																					$	68					$	83					(18)		%
Adjusted EBITDA (Non-GAAP)1																					$	69					$	83					(17)		%
Capital expenditures2																					$	130					$	105					24		%

Numbers may not foot due to rounding.

N/M - Percentage change not meaningful

1Refer to Supplemental Information Relating to Non-GAAP Financial Measures within this MD&A for a reconciliation of this measure.

2Refer to Liquidity and Capital Resources within this MD&A for additional information on Capital expenditures.

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Operating Revenues

Three Months Ended March 31, 2023 and 2022

(Dollars in millions)

Numbers may not foot due to rounding.

Residential revenues consist of:

•Broadband services, including security and support services

•Video services, including IPTV, traditional cable programming and satellite offerings

•Voice services

Commercial revenues consist of:

•High-speed and dedicated business internet services

•Video services

•Voice services

Wholesale revenues consist of:

•Network access services primarily to interexchange and wireless carriers for carrying data and voice traffic on TDS Telecom's networks

•Federal and state regulatory support, including A-CAM

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

Total operating revenues

Residential revenues increased for the three months ended March 31, 2023, due primarily to price increases and growth in broadband connections, partially offset by promotional activity and a decline in video and voice connections.

Commercial revenues decreased for the three months ended March 31, 2023, due primarily to declining connections in CLEC markets.

Cost of services

Cost of services increased for the three months ended March 31, 2023, due primarily to higher employee-related expenses, plant and maintenance costs, and video programming costs.

Selling, general and administrative

Selling, general and administrative expenses increased for the three months ended March 31, 2023, due primarily to increases to support current and future growth, including employee-related expenses and advertising and marketing expenses.

Depreciation, amortization and accretion

Depreciation, amortization and accretion increased for the three months ended March 31, 2023, due primarily to increased capital expenditures on new fiber assets and customer-related equipment.

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Liquidity and Capital Resources

Sources of Liquidity

TDS and its subsidiaries operate capital-intensive businesses. In the past, TDS’ existing cash and investment balances, funds available under its financing agreements, preferred share offerings, and cash flows from operating and certain investing and financing activities, including sales of assets or businesses, provided sufficient liquidity and financial flexibility for TDS to meet its normal day-to-day operating needs and debt service requirements, to finance the build-out and enhancement of markets and to fund acquisitions. There is no assurance that this will be the case in the future. See Market Risk for additional information regarding maturities of long-term debt.

TDS incurred negative free cash flow in the three months ended March 31, 2023 and at times in past quarterly periods, and this could continue to occur in the future. However, TDS believes that existing cash and investment balances, funds available under its financing agreements and expected cash flows from operating and investing activities will provide sufficient liquidity for TDS to meet its normal day-to-day operating needs and debt service requirements for the next several years. TDS will continue to monitor the rapidly changing business and market conditions and plans to take appropriate actions, as necessary, to meet its liquidity needs.

TDS may require substantial additional capital for, among other uses, funding day-to-day operating needs including working capital, acquisitions of providers of telecommunications services, wireless spectrum license acquisitions, capital expenditures, agreements to purchase goods or services, leases, debt service requirements, repurchases of shares, payment of dividends, or making additional investments, including new technologies and fiber deployments. It may be necessary from time to time to increase the size of the existing credit facilities, to amend existing or put in place new credit agreements, or to obtain other forms of financing in order to fund potential expenditures.

Cash and Cash Equivalents

Cash and cash equivalents include cash and money market investments. The primary objective of TDS’ Cash and cash equivalents investment activities is to preserve principal. TDS does not have direct access to UScellular cash.

Cash and Cash Equivalents

(Dollars in millions)

The majority of TDS’ Cash and cash equivalents are held in bank deposit accounts and in money market funds that purchase only debt issued by the U.S. Treasury or U.S. government agencies. Refer to the Consolidated Cash Flow Analysis for additional information related to changes in Cash and cash equivalents.

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In addition to Cash and cash equivalents, TDS and UScellular had undrawn borrowing capacity from the following debt facilities at March 31, 2023. See the Financing section below for further details.

						TDS						UScellular
(Dollars in millions)
Revolving Credit Agreement						$	299					$	300
Receivables Securitization Agreement						—						60
Repurchase Agreement						—						200
Total undrawn borrowing capacity						$	299					$	560

Financing

Revolving Credit Agreements

TDS has a revolving credit agreement with maximum borrowing capacity of $400 million. Amounts under the agreement may be borrowed, repaid and reborrowed from time to time until maturity in July 2026. During the three months ended March 31, 2023, TDS borrowed $100 million under the agreement. As of March 31, 2023, TDS' outstanding borrowings under the agreement were $101 million, including letters of credit, and the unused borrowing capacity was $299 million.

In April 2023, TDS repaid $50 million under the agreement.

Export Credit Financing Agreement

TDS has a $150 million term loan credit facility with Export Development Canada to finance (or refinance) imported equipment, including equipment purchased prior to entering the term loan facility agreement. During the three months ended March 31, 2023, TDS borrowed $100 million under the agreement. As of March 31, 2023, the outstanding borrowings under the agreement were $150 million, which is the full amount available under the agreement and is due in December 2027.

Receivables Securitization Agreement

UScellular, through its subsidiaries, has a receivables securitization agreement to permit securitized borrowings using its equipment installment plan receivables. Amounts under the agreement may be borrowed, repaid and reborrowed from time to time until March 2024. Unless the agreement is amended to extend the maturity date, repayments based on receivable collections commence in April 2024. The outstanding borrowings bear interest at a rate of the lender's cost of funds (which has historically tracked closely to Secured Overnight Financing Rate (SOFR)) plus 0.90%. During the three months ended March 31, 2023, UScellular borrowed $115 million under the agreement. As of March 31, 2023, the outstanding borrowings under the agreement were $390 million and the unused borrowing capacity was $60 million, subject to sufficient collateral to satisfy the asset borrowing base provisions of the agreement.

In April 2023, UScellular repaid $75 million under the agreement.

Repurchase Agreement

UScellular, through a subsidiary (the repo subsidiary), has a repurchase agreement to borrow up to $200 million, subject to the availability of eligible equipment installment plan receivables and the agreement of the lender. In January 2023, UScellular amended the repurchase agreement to extend the expiration date to January 2024. The outstanding borrowings bear interest at a rate of the lender's cost of funds (which has historically tracked closely to SOFR) plus 1.35%. There were no significant changes to other terms of the repurchase agreement. During the three months ended March 31, 2023, the repo subsidiary repaid $60 million under the repurchase agreement. As of March 31, 2023, there were no outstanding borrowings under the agreement and the unused borrowing capacity was $200 million.

Financial Covenants

The TDS and UScellular revolving credit agreements, term loan agreements, export credit financing agreements and the UScellular receivables securitization agreement require TDS or UScellular, as applicable, to comply with certain affirmative and negative covenants, which include certain financial covenants. In March 2023, the agreements were amended and TDS and UScellular are required to maintain the Consolidated Leverage Ratio as of the end of any fiscal quarter at a level not to exceed the following: 4.25 to 1.00 from January 1, 2023 through March 31, 2024; 4.00 to 1.00 from April 1, 2024 through March 31, 2025; 3.75 to 1.00 from April 1, 2025 and thereafter. TDS and UScellular are also required to maintain the Consolidated Interest Coverage Ratio at a level not lower than 3.00 to 1.00 as of the end of any fiscal quarter. TDS and UScellular believe that they were in compliance as of March 31, 2023 with all such financial covenants.

Other Long-Term Financing

TDS and UScellular have in place effective shelf registration statements on Form S-3 to issue senior or subordinated securities, preferred shares and depositary shares.

See Note 8 — Debt in the Notes to Consolidated Financial Statements for additional information related to the financing agreements.

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Capital Expenditures

Capital expenditures (i.e., additions to property, plant and equipment and system development expenditures; excludes wireless spectrum license additions), which include the effects of accruals and capitalized interest, for the three months ended March 31, 2023 and 2022, were as follows:

Capital Expenditures

(Dollars in millions)

UScellular’s capital expenditures for the three months ended March 31, 2023 and 2022, were $208 million and $137 million, respectively.

Capital expenditures for the full year 2023 are expected to be between $600 million and $700 million. These expenditures are expected to be used principally for the following purposes:

▪Continue 5G deployment;

▪Enhance and maintain UScellular's network capacity and coverage, including providing additional speed and capacity to accommodate increased data usage by current customers; and

▪Invest in information technology to support existing and new services and products.

TDS Telecom’s capital expenditures for the three months ended March 31, 2023 and 2022, were $130 million and $105 million, respectively.

Capital expenditures for the full year 2023 are expected to be between $500 million and $550 million. These expenditures are expected to be used principally for the following purposes:

▪Continue to expand fiber deployment in incumbent and expansion markets;

▪Maintain and enhance existing infrastructure including build-out requirements to meet state broadband and A-CAM programs;

▪Upgrade broadband capacity and speeds; and

▪Support success-based spending for broadband growth.

TDS intends to finance its capital expenditures for 2023 using primarily Cash flows from operating activities, existing cash balances and, as required, additional debt financing from its existing agreements and/or other forms of financing.

Acquisitions, Divestitures and Exchanges

TDS may be engaged from time to time in negotiations (subject to all applicable regulations) relating to the acquisition, divestiture or exchange of companies, properties, wireless spectrum licenses (including pursuant to FCC auctions) and other possible businesses. In general, TDS may not disclose such transactions until there is a definitive agreement.

Other Obligations

TDS will require capital for future spending on existing contractual obligations, including long-term debt obligations; dividend obligations; lease commitments; commitments for device purchases, network facilities and transport services; agreements for software licensing; long-term marketing programs; commitments for wireless spectrum licenses acquired through FCC auctions; and other agreements to purchase goods or services.

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Variable Interest Entities

TDS consolidates certain “variable interest entities” as defined under GAAP. See Note 9 — 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.

Common Share Repurchase Programs

During the three months ended March 31, 2023, TDS repurchased 290,900 Common Shares for $3 million at an average cost per share of $10.27. As of March 31, 2023, the maximum dollar value of TDS Common Shares that may yet be repurchased under TDS’ program was $135 million. For additional information related to the current TDS repurchase authorization, see Unregistered Sales of Equity Securities and Use of Proceeds.

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Consolidated Cash Flow Analysis

TDS operates a capital-intensive business. TDS makes substantial investments to acquire wireless spectrum licenses and properties and to construct and upgrade communications networks and facilities as a basis for creating long-term value for shareholders. In recent years, rapid changes in technology and new opportunities have required substantial investments in potentially revenue‑enhancing and cost-saving upgrades to TDS’ networks. Cash flows may fluctuate from quarter to quarter and year to year due to seasonality, timing and other factors. The following discussion summarizes TDS' cash flow activities for the three months ended March 31, 2023 and 2022.

2023 Commentary

TDS’ Cash, cash equivalents and restricted cash decreased $90 million. Net cash provided by operating activities was $46 million due to net income of $12 million adjusted for non-cash items of $240 million, distributions received from unconsolidated entities of $20 million, and changes in working capital items which decreased net cash by $226 million. The working capital changes were primarily driven by timing of vendor payments and payment of associate bonuses, partially offset by a decrease in customer and agent receivables.

Cash flows used for investing activities were $334 million, which included payments for property, plant and equipment of $331 million.

Cash flows provided by financing activities were $198 million, due primarily to $115 million borrowed under the UScellular receivables securitization agreement, $100 million borrowed under the TDS revolving credit agreement, and $100 million borrowed under the TDS export credit agreement. These were partially offset by a $60 million repayment on the UScellular EIP receivables repurchase agreement and the payment of dividends.

2022 Commentary

TDS’ Cash, cash equivalents and restricted cash increased $182 million. Net cash provided by operating activities was $381 million due to net income of $72 million adjusted for non-cash items of $252 million, distributions received from unconsolidated entities of $19 million, and changes in working capital items which increased net cash by $38 million. The working capital changes were primarily driven by a federal income tax refund of $125 million received during the quarter, partially offset by payment of associate bonuses and timing of vendor payments.

Cash flows used for investing activities were $848 million, which included payments for wireless spectrum licenses of $561 million and payments for property, plant and equipment of $271 million.

Cash flows provided by financing activities were $649 million, due primarily to $550 million borrowed under the term loans, $150 million borrowed under the UScellular export credit financing agreement, $75 million borrowed under the UScellular revolving credit agreement, and $60 million borrowed under the UScellular EIP receivables repurchase agreement. These were partially offset by a $75 million repayment on the UScellular revolving credit agreement, a $50 million repayment on the UScellular receivables securitization agreement, the payment of dividends and repurchase of TDS and UScellular Common Shares.

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Consolidated Balance Sheet Analysis

The following discussion addresses certain captions in the consolidated balance sheet and changes therein. This discussion is intended to highlight the significant changes and is not intended to fully reconcile the changes. Notable balance sheet changes during 2023 were as follows:

Accounts payable

Accounts payable decreased $162 million due primarily to the timing of vendor invoice payments related to inventory.

Accrued compensation

Accrued compensation decreased $66 million due primarily to associate bonus payments in March 2023.

Other current liabilities

Other current liabilities decreased $61 million due primarily to a repayment on the UScellular EIP receivables repurchase agreement.

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Supplemental Information Relating to Non-GAAP Financial Measures

TDS sometimes uses information derived from consolidated financial information but not presented in its financial statements prepared in accordance with GAAP to evaluate the performance of its business. Specifically, TDS has referred to the following measures in this Form 10-Q Report:

▪EBITDA

▪Adjusted EBITDA

▪Adjusted OIBDA

▪Free cash flow

These measures are considered “non-GAAP financial measures” under U.S. Securities and Exchange Commission Rules. Following are explanations of each of these measures.

EBITDA, Adjusted EBITDA and Adjusted OIBDA

EBITDA, Adjusted EBITDA and Adjusted OIBDA are defined as net income adjusted for the items set forth in the reconciliation below. EBITDA, Adjusted EBITDA and Adjusted OIBDA are not measures of financial performance under GAAP and should not be considered as alternatives to Net income or Cash flows from operating activities, as indicators of cash flows or as measures of liquidity. TDS does not intend to imply that any such items set forth in the reconciliation below are non-recurring, infrequent or unusual; such items may occur in the future.

Adjusted EBITDA is a segment measure reported to the chief operating decision maker for purposes of assessing the segments' performance. See Note 11 — Business Segment Information in the Notes to Consolidated Financial Statements for additional information.

Management uses Adjusted EBITDA and Adjusted OIBDA as measurements of profitability, and therefore reconciliations to applicable GAAP income measures are deemed appropriate. Management believes Adjusted EBITDA and Adjusted OIBDA are useful measures of TDS’ operating results before significant recurring non-cash charges, gains and losses, and other items as presented below as they provide additional relevant and useful information to investors and other users of TDS’ financial data in evaluating the effectiveness of its operations and underlying business trends in a manner that is consistent with management’s evaluation of business performance. Adjusted EBITDA shows adjusted earnings before interest, taxes, depreciation, amortization and accretion, and gains and losses, while Adjusted OIBDA reduces this measure further to exclude Equity in earnings of unconsolidated entities and Interest and dividend income in order to more effectively show the performance of operating activities excluding investment activities. The following tables reconcile EBITDA, Adjusted EBITDA and Adjusted OIBDA to the corresponding GAAP measures, Net income and Operating income.

									Three Months Ended March 31,
TDS - CONSOLIDATED															2023						2022
(Dollars in millions)
Net income (GAAP)															$	12					$	72
Add back:
Income tax expense															13						37
Interest expense															53						33
Depreciation, amortization and accretion															232						229
EBITDA (Non-GAAP)															310						371
Add back or deduct:
(Gain) loss on asset disposals, net															11						2
(Gain) loss on sale of business and other exit costs, net															—						(1)
Adjusted EBITDA (Non-GAAP)															321						372
Deduct:
Equity in earnings of unconsolidated entities															44						45
Interest and dividend income															5						2
Adjusted OIBDA (Non-GAAP)															272						325
Deduct:
Depreciation, amortization and accretion															232						229
(Gain) loss on asset disposals, net															11						2
(Gain) loss on sale of business and other exit costs, net															—						(1)
Operating income (GAAP)															$	29					$	95

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									Three Months Ended March 31,
UScellular															2023						2022
(Dollars in millions)
Net income (GAAP)															$	14					$	52
Add back:
Income tax expense															11						32
Interest expense															47						33
Depreciation, amortization and accretion															170						171
EBITDA (Non-GAAP)															242						288
Add back or deduct:
(Gain) loss on asset disposals, net															10						2
(Gain) loss on sale of business and other exit costs, net															—						(1)
Adjusted EBITDA (Non-GAAP)															252						289
Deduct:
Equity in earnings of unconsolidated entities															44						45
Interest and dividend income															2						1
Adjusted OIBDA (Non-GAAP)															206						243
Deduct:
Depreciation, amortization and accretion															170						171
(Gain) loss on asset disposals, net															10						2
(Gain) loss on sale of business and other exit costs, net															—						(1)
Operating income (GAAP)															$	26					$	71

									Three Months Ended March 31,
TDS TELECOM															2023						2022
(Dollars in millions)
Net income (GAAP)															$	8					$	23
Add back:
Income tax expense															3						8
Interest expense															(2)						(2)
Depreciation, amortization and accretion															59						54
EBITDA (Non-GAAP)															68						83
Add back or deduct:
(Gain) loss on asset disposals, net															1						—
Adjusted EBITDA (Non-GAAP)															69						83
Deduct:
Interest and dividend income															1						—
Adjusted OIBDA (Non-GAAP)															68						83
Deduct:
Depreciation, amortization and accretion															59						54
(Gain) loss on asset disposals, net															1						—
Operating income (GAAP)															$	8					$	28

Numbers may not foot due to rounding.

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Free Cash Flow

The following table presents Free cash flow, which is defined as Cash flows from operating activities less Cash paid for additions to property, plant and equipment and Cash paid for software license agreements. 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 liquidity, specifically, the amount of net cash generated by business operations after deducting Cash paid for additions to property, plant and equipment and Cash paid for software license agreements.

			Three Months Ended March 31,
			2023						2022
(Dollars in millions)
Cash flows from operating activities (GAAP)			$	46					$	381
Cash paid for additions to property, plant and equipment			(331)						(271)
Cash paid for software license agreements			(8)						(2)
Free cash flow (Non-GAAP)			$	(293)					$	108

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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, Note 2 — Revenue Recognition and Note 10 — Leases in the Notes to Consolidated Financial Statements and TDS’ Application of Critical Accounting Policies and Estimates is discussed in detail in Management’s Discussion and Analysis of Financial Condition and Results of Operations, both of which are included in TDS’ Form 10-K for the year ended December 31, 2022.

Regulatory Matters

Spectrum Auctions

On August 7, 2020, the FCC released a Public Notice establishing procedures for an auction offering wireless spectrum licenses in the 3.7-3.98 GHz bands (Auction 107). On February 24, 2021, the FCC announced by way of public notice that UScellular was the provisional winning bidder for 254 wireless spectrum licenses for $1,283 million. UScellular paid $30 million of this amount in 2020 and the remainder in March 2021. The wireless spectrum licenses from Auction 107 were granted by the FCC in July 2021. Additionally, UScellular expects to be obligated to pay approximately $185 million in total from 2021 through 2024 related to relocation costs and accelerated relocation incentive payments. Such additional costs were accrued and capitalized at the time the licenses were granted, and are adjusted as necessary as the estimated obligation changes. UScellular paid $36 million, $8 million and $3 million related to the additional costs in October 2021, September 2022 and March 2023, respectively. The spectrum must be cleared by incumbent providers before UScellular can access it. UScellular does not expect to have access to this spectrum until late 2023.

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Private Securities Litigation Reform Act of 1995

Safe Harbor Cautionary Statement

This Form 10-Q, including exhibits, contains statements that are not based on historical facts and represent forward-looking statements, as this term is defined in the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, that address activities, events or developments that TDS intends, expects, projects, believes, estimates, plans or anticipates will or may occur in the future are forward-looking statements. The words “believes,” “anticipates,” “estimates,” “expects,” “plans,” “intends,” “projects” and similar expressions are intended to identify these forward-looking statements, but are not the exclusive means of identifying them. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, events or developments to be significantly different from any future results, events or developments expressed or implied by such forward-looking statements. Such risks, uncertainties and other factors include, but are not limited to, those set forth below, as more fully described under “Risk Factors” in TDS’ Form 10-K for the year ended December 31, 2022 and in this Form 10-Q. Each of the following risks could have a material adverse effect on TDS’ business, financial condition or results of operations. However, such factors are not necessarily all of the important factors that could cause actual results, performance or achievements to differ materially from those expressed in, or implied by, the forward-looking statements contained in this document. Other unknown or unpredictable factors also could have material adverse effects on future results, performance or achievements. TDS undertakes no obligation to update publicly any forward-looking statements whether as a result of new information, future events or otherwise. You should carefully consider the Risk Factors in TDS’ Form 10-K for the year ended December 31, 2022, the following factors and other information contained in, or incorporated by reference into, this Form 10-Q to understand the material risks relating to TDS’ business, financial condition or results of operations.

Operational Risk Factors

▪Intense competition involving products, services, pricing, promotions and network speed and technologies could adversely affect TDS’ revenues or increase its costs to compete.

▪Changes in roaming practices or other factors could cause TDS’ roaming revenues to decline from current levels, roaming expenses to increase from current levels and/or impact TDS’ ability to service its customers in geographic areas where TDS does not have its own network, which could 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.

▪An inability to attract diverse people of outstanding talent throughout all levels of the organization, 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’ smaller scale relative to larger competitors that may have greater financial and other resources than TDS could cause TDS to be unable to compete successfully, which could adversely affect its business, financial condition or results of operations.

▪Changes in various business factors, including changes in demand, consumer preferences and perceptions, price competition, churn from customer switching activity and other 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 and TDS’ investments in unproven technologies may not produce the benefits that TDS expects.

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

▪A failure by TDS to complete significant network construction and systems implementation activities as part of its plans to improve the quality, coverage, capabilities and capacity of its network, support and other systems and infrastructure 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, including supply chain disruptions, 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.

▪A failure by TDS to maintain flexible and capable telecommunication networks or information technologies, or a material disruption thereof, could have an adverse effect on TDS’ business, financial condition or results of operations.

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Financial Risk Factors

▪Uncertainty in TDS’ future cash flow and liquidity or the inability to access capital, deterioration in the capital markets, changes in interest rates, other changes in TDS’ performance or market conditions, changes in TDS’ credit ratings or other factors could limit or restrict the availability of financing on terms and prices acceptable to TDS, which could require TDS to reduce its construction, development or acquisition programs, reduce the amount of wireless spectrum licenses acquired, and/or reduce or cease share repurchases and/or the payment of dividends.

▪TDS has a significant amount of indebtedness which could adversely affect its financial performance and in turn adversely affect its ability to make payments on its indebtedness, comply with terms of debt covenants and incur additional debt.

▪TDS’ assets and revenue are concentrated primarily in the U.S. telecommunications industry. Consequently, its operating results may fluctuate based on factors related primarily to conditions in this industry.

▪TDS 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.

Regulatory, Legal and Governance Risk Factors

▪Failure by TDS to timely or fully comply with any existing applicable legislative and/or regulatory requirements or changes thereto could adversely affect TDS’ business, financial condition or results of operations.

▪TDS receives significant regulatory support, and is also subject to numerous surcharges and fees from federal, state and local governments – the applicability and the amount of the support and fees are subject to great uncertainty, including the ability to pass through certain fees to customers, and this uncertainty could have an adverse effect on TDS’ business, financial condition or results of operations.

▪Settlements, judgments, restraints on its current or future manner of doing business and/or legal costs resulting from pending and future litigation could have an adverse effect on TDS’ business, financial condition or results of operations.

▪The possible development of adverse precedent in litigation or conclusions in professional studies to the effect that radio frequency emissions from wireless devices and/or cell sites cause harmful health consequences, including cancer or tumors, or may interfere with various electronic medical devices or frequencies used by other industries, could have an adverse effect on TDS’ wireless business, financial condition or results of operations.

▪Claims of infringement of intellectual property and proprietary rights of others, primarily involving patent infringement claims, could prevent TDS from using necessary technology to provide products or services or subject TDS to expensive intellectual property litigation or monetary penalties, which could have an adverse effect on TDS’ business, financial condition or results of operations.

▪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 or have other consequences.

General Risk Factors

▪TDS has experienced, and in the future expects to experience, cyber-attacks or other breaches of network or information technology security of varying degrees on a regular basis, which could have an adverse effect on TDS' business, financial condition or results of operations.

▪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.

▪The impact of public health emergencies on TDS' business is uncertain, but depending on duration and severity could have a material adverse effect on TDS' business, financial condition or results of operations.

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Risk Factors

In addition to the information set forth in this Form 10-Q, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in TDS’ Form 10-K for the year ended December 31, 2022, which could materially affect TDS’ business, financial condition or future results. The risks described in this Form 10-Q and the Form 10-K for the year ended December 31, 2022, may not be the only risks that could affect TDS. Additional unidentified or unrecognized risks and uncertainties could materially adversely affect TDS’ business, financial condition and/or operating results. Subject to the foregoing, TDS has not identified for disclosure any material changes to the risk factors as previously disclosed in TDS’ Form 10-K for the year ended December 31, 2022.

Quantitative and Qualitative Disclosures about Market Risk

Market Risk

As of March 31, 2023, approximately 50% of TDS' long-term debt was in fixed-rate senior notes and approximately 50% in variable-rate debt. Fluctuations in market interest rates can lead to volatility in the fair value of fixed-rate notes and interest expense on variable-rate debt.

The following table presents the scheduled principal payments on long-term debt, lease obligations, and the related weighted average interest rates by maturity dates at March 31, 2023.

			Principal Payments Due by Period
			Long-Term Debt Obligations1						Weighted-Avg. Interest Rates on Long-Term Debt Obligations2
(Dollars in millions)
Remainder of 2023			$	14					6.7		%
2024			26						6.6		%
2025			26						6.6		%
2026			376						6.4		%
2027			319						6.4		%
Thereafter			2,982						6.4		%
Total			$	3,743					6.4		%

1The total long-term debt obligation differs from Long-term debt in the Consolidated Balance Sheet due to unamortized debt issuance costs on all non-revolving debt instruments, unamortized discounts related to UScellular's 6.7% Senior Notes, and outstanding borrowings under the receivables securitization agreement, which principal repayments are not scheduled but are instead based on actual receivable collections.

2Represents the weighted average stated interest rates at March 31, 2023, for debt maturing in the respective periods.

See Note 3 — Fair Value Measurements in the Notes to Consolidated Financial Statements for additional information related to the fair value of TDS’ Long-term debt as of March 31, 2023.

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Financial Statements

Telephone and Data Systems, Inc.

Consolidated Statement of Operations

(Unaudited)

									Three Months Ended March 31,
															2023						2022
(Dollars and shares in millions, except per share amounts)
Operating revenues
Service															$	1,043					$	1,062
Equipment and product sales															260						253
Total operating revenues															1,303						1,315
Operating expenses
Cost of services (excluding Depreciation, amortization and accretion reported below)															305						298
Cost of equipment and products															287						282
Selling, general and administrative															439						410
Depreciation, amortization and accretion															232						229
(Gain) loss on asset disposals, net															11						2
(Gain) loss on sale of business and other exit costs, net															—						(1)
Total operating expenses															1,274						1,220
Operating income															29						95
Investment and other income (expense)
Equity in earnings of unconsolidated entities															44						45
Interest and dividend income															5						2
Interest expense															(53)						(33)
Total investment and other income (expense)															(4)						14
Income before income taxes															25						109
Income tax expense															13						37
Net income															12						72
Less: Net income attributable to noncontrolling interests, net of tax															4						11
Net income attributable to TDS shareholders															8						61
TDS Preferred Share dividends															17						17
Net income (loss) attributable to TDS common shareholders															$	(9)					$	44
Basic weighted average shares outstanding															113						115
Basic earnings (loss) per share attributable to TDS common shareholders															$	(0.08)					$	0.38
Diluted weighted average shares outstanding															113						116
Diluted earnings (loss) per share attributable to TDS common shareholders															$	(0.08)					$	0.37

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

(Unaudited)

									Three Months Ended March 31,
															2023						2022
(Dollars in millions)
Net income															$	12					$	72
Net change in accumulated other comprehensive income
Change related to retirement plan
Amounts included in net periodic benefit cost for the period
Amortization of prior service cost and unrecognized net gain															—						1
Comprehensive income															12						73
Less: Net income attributable to noncontrolling interests, net of tax															4						11
Comprehensive income attributable to TDS shareholders															$	8					$	62

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

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Telephone and Data Systems, Inc.

Consolidated Statement of Cash Flows

(Unaudited)

			Three Months Ended March 31,
			2023						2022
(Dollars in millions)
Cash flows from operating activities
Net income			$	12					$	72
Add (deduct) adjustments to reconcile net income to net cash flows from operating activities
Depreciation, amortization and accretion			232						229
Bad debts expense			27						26
Stock-based compensation expense			3						12
Deferred income taxes, net			9						29
Equity in earnings of unconsolidated entities			(44)						(45)
Distributions from unconsolidated entities			20						19
(Gain) loss on asset disposals, net			11						2
(Gain) loss on sale of business and other exit costs, net			—						(1)
Other operating activities			2						—
Changes in assets and liabilities from operations
Accounts receivable			22						14
Equipment installment plans receivable			1						—
Inventory			—						(5)
Accounts payable			(162)						(60)
Customer deposits and deferred revenues			(9)						9
Accrued taxes			1						129
Accrued interest			9						10
Other assets and liabilities			(88)						(59)
Net cash provided by operating activities			46						381
Cash flows from investing activities
Cash paid for additions to property, plant and equipment			(331)						(271)
Cash paid for intangible assets			(5)						(568)
Other investing activities			2						(9)
Net cash used in investing activities			(334)						(848)
Cash flows from financing activities
Issuance of long-term debt			316						776
Repayment of long-term debt			(5)						(127)
Issuance of short-term debt			—						60
Repayment of short-term debt			(60)						—
TDS Common Shares reissued for benefit plans, net of tax payments			(2)						(2)
Repurchase of TDS Common Shares			(3)						(4)
Repurchase of UScellular Common Shares			—						(10)
Dividends paid to TDS shareholders			(38)						(38)
Distributions to noncontrolling interests			(1)						(1)
Cash paid for software license agreements			(8)						(2)
Other financing activities			(1)						(3)
Net cash provided by financing activities			198						649
Net increase (decrease) in cash, cash equivalents and restricted cash			(90)						182
Cash, cash equivalents and restricted cash
Beginning of period			399						414
End of period			$	309					$	596

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

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Telephone and Data Systems, Inc.

Consolidated Balance Sheet — Assets

(Unaudited)

			March 31, 2023						December 31, 2022
(Dollars in millions)
Current assets
Cash and cash equivalents			$	259					$	360
Accounts receivable
Customers and agents, less allowances of $72 and $74, respectively			1,036						1,069
Other, less allowances of $3 and $3, respectively			95						112
Inventory, net			269						268
Prepaid expenses			113						102
Income taxes receivable			60						59
Other current assets			71						58
Total current assets			1,903						2,028
Assets held for sale			18						26
Licenses			4,702						4,699
Goodwill			547						547
Other intangible assets, net of accumulated amortization of $117 and $112, respectively			199						204
Investments in unconsolidated entities			519						495
Property, plant and equipment
In service and under construction			15,183						14,971
Less: Accumulated depreciation and amortization			10,311						10,211
Property, plant and equipment, net			4,872						4,760
Operating lease right-of-use assets			986						995
Other assets and deferred charges			793						796
Total assets1			$	14,539					$	14,550

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

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Telephone and Data Systems, Inc.

Consolidated Balance Sheet — Liabilities and Equity

(Unaudited)

			March 31, 2023						December 31, 2022
(Dollars and shares in millions, except per share amounts)
Current liabilities
Current portion of long-term debt			$	20					$	19
Accounts payable			344						506
Customer deposits and deferred revenues			277						285
Accrued interest			21						12
Accrued taxes			45						46
Accrued compensation			78						144
Short-term operating lease liabilities			145						146
Other current liabilities			295						356
Total current liabilities			1,225						1,514
Deferred liabilities and credits
Deferred income tax liability, net			974						969
Long-term operating lease liabilities			900						908
Other deferred liabilities and credits			813						813
Long-term debt, net			4,040						3,731
Commitments and contingencies
Noncontrolling interests with redemption features			12						12
Equity
TDS shareholders’ equity
Series A Common and Common Shares
Authorized 290 shares (25 Series A Common and 265 Common Shares)
Issued 133 shares (7 Series A Common and 126 Common Shares)
Outstanding 113 shares (7 Series A Common and 106 Common Shares) and 112 shares (7 Series A Common and 105 Common Shares), respectively
Par Value ($0.01 per share)			1						1
Capital in excess of par value			2,552						2,551
Preferred Shares, 0.279 shares authorized, par value $0.01 per share, .0444 shares outstanding (.0168 Series UU and .0276 Series VV)			1,074						1,074
Treasury shares, at cost, 21 Common Shares			(474)						(481)
Accumulated other comprehensive income			5						5
Retained earnings			2,658						2,699
Total TDS shareholders' equity			5,816						5,849
Noncontrolling interests			759						754
Total equity			6,575						6,603
Total liabilities and equity1			$	14,539					$	14,550

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

1The consolidated total assets as of March 31, 2023 and December 31, 2022, include assets held by consolidated variable interest entities (VIEs) of $1,488 million and $1,236 million, respectively, which are not available to be used to settle the obligations of TDS. The consolidated total liabilities as of March 31, 2023 and December 31, 2022, include certain liabilities of consolidated VIEs of $25 million and $23 million, respectively, for which the creditors of the VIEs have no recourse to the general credit of TDS. See Note 9 — Variable Interest Entities for additional information.

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Telephone and Data Systems, Inc.

Consolidated Statement of Changes in Equity

(Unaudited)

			TDS Shareholders
			Series A Common and Common shares						Capital in excess of par value						Preferred Shares						Treasury shares						Accumulated other comprehensive income						Retained earnings						Total TDS shareholders' equity						Noncontrolling interests						Total equity
(Dollars in millions, except per share amounts)
December 31, 2022			$	1					$	2,551					$	1,074					$	(481)					$	5					$	2,699					$	5,849					$	754					$	6,603
Net income attributable to TDS shareholders			—						—						—						—						—						8						8						—						8
Net income attributable to noncontrolling interests classified as equity			—						—						—						—						—						—						—						3						3
TDS Common and Series A Common share dividends ($0.185 per share)			—						—						—						—						—						(21)						(21)						—						(21)
TDS Preferred share dividends ($414 per Series UU share and $375 per Series VV share)			—						—						—						—						—						(17)						(17)						—						(17)
Repurchase of Common Shares			—						—						—						(3)						—						—						(3)						—						(3)
Dividend reinvestment plan			—						—						—						1						—						—						1						—						1
Incentive and compensation plans			—						4						—						9						—						(11)						2						—						2
Adjust investment in subsidiaries for repurchases, issuances and other compensation plans			—						(3)						—						—						—						—						(3)						3						—
Distributions to noncontrolling interests			—						—						—						—						—						—						—						(1)						(1)
March 31, 2023			$	1					$	2,552					$	1,074					$	(474)					$	5					$	2,658					$	5,816					$	759					$	6,575

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

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Telephone and Data Systems, Inc.

Consolidated Statement of Changes in Equity

(Unaudited)

			TDS Shareholders
			Series A Common and Common shares						Capital in excess of par value						Preferred Shares						Treasury shares						Accumulated other comprehensive income (loss)						Retained earnings						Total TDS shareholders' equity						Noncontrolling interests						Total equity
(Dollars in millions, except per share amounts)
December 31, 2021			$	1					$	2,496					$	1,074					$	(461)					$	5					$	2,812					$	5,927					$	807					$	6,734
Net income attributable to TDS shareholders			—						—						—						—						—						61						61						—						61
Net income attributable to noncontrolling interests classified as equity			—						—						—						—						—						—						—						10						10
Other comprehensive income			—						—						—						—						1						—						1						—						1
TDS Common and Series A Common share dividends ($0.180 per share)			—						—						—						—						—						(21)						(21)						—						(21)
TDS Preferred share dividends ($414 per Series UU share and $375 per Series VV share)			—						—						—						—						—						(17)						(17)						—						(17)
Repurchase of Common Shares			—						—						—						(4)						—						—						(4)						—						(4)
Incentive and compensation plans			—						5						—						9						—						(11)						3						—						3
Adjust investment in subsidiaries for repurchases, issuances and other compensation plans			—						10						—						—						—						—						10						(15)						(5)
Distributions to noncontrolling interests			—						—						—						—						—						—						—						(1)						(1)
March 31, 2022			$	1					$	2,511					$	1,074					$	(456)					$	6					$	2,824					$	5,960					$	801					$	6,761

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

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Telephone and Data Systems, Inc.

Notes to Consolidated Financial Statements

Note 1 Basis of Presentation

The accounting policies of Telephone and Data Systems, Inc. (TDS) conform to accounting principles generally accepted in the United States of America (GAAP) as set forth in the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC). Unless otherwise specified, references to accounting provisions and GAAP in these notes refer to the requirements of the FASB ASC. The consolidated financial statements include the accounts of TDS and subsidiaries in which it has a controlling financial interest, including TDS’ 84%-owned subsidiary, United States Cellular Corporation (UScellular) and TDS’ wholly-owned subsidiary, TDS Telecommunications LLC (TDS Telecom). In addition, the consolidated financial statements include certain entities in which TDS has a variable interest that requires consolidation under GAAP. Intercompany accounts and transactions have been eliminated.

TDS’ business segments reflected in this Quarterly Report on Form 10-Q for the period ended March 31, 2023, are UScellular and TDS Telecom. TDS’ non-reportable other business activities are presented as “Corporate, Eliminations and Other”, which includes the operations of TDS’ wholly-owned hosted and managed services (HMS) subsidiary, which operates under the OneNeck IT Solutions brand, and its wholly-owned subsidiary Suttle-Straus, Inc. (Suttle-Straus). HMS’ and Suttle-Straus’ financial results were not significant to TDS’ operations. All of TDS’ segments operate only in the United States. See Note 11 — Business Segment Information for summary financial information on each business segment.

The unaudited consolidated financial statements included herein have been prepared by TDS pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. However, TDS believes that the disclosures included herein are adequate to make the information presented not misleading. Certain numbers included herein are rounded to millions for ease of presentation; however, certain calculated amounts and percentages are determined using the unrounded numbers. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in TDS’ Annual Report on Form 10-K (Form 10-K) for the year ended December 31, 2022.

The accompanying unaudited consolidated financial statements contain all adjustments (consisting of normal recurring items, unless otherwise disclosed) necessary for the fair statement of TDS’ financial position as of March 31, 2023 and December 31, 2022 and its results of operations, comprehensive income, cash flows and changes in equity for the three months ended March 31, 2023 and 2022. These results are not necessarily indicative of the results to be expected for the full year. TDS has not changed its significant accounting and reporting policies from those disclosed in its Form 10-K for the year ended December 31, 2022.

Software License Agreements

Certain software licenses are recorded as acquisitions of property, plant and equipment and the incurrence of a liability to the extent that the license fees are not fully paid at acquisition, and are treated as non-cash activity in the Consolidated Statement of Cash Flows. Such acquisitions of software licenses that are not reflected as Cash paid for additions to property, plant and equipment were $5 million and $3 million for the three months ended March 31, 2023 and 2022, respectively.

Restricted Cash

TDS presents restricted cash with cash and cash equivalents in the Consolidated Statement of Cash Flows. Restricted cash primarily consists of balances required under the receivables securitization agreement. See Note 8 — Debt for additional information related to the receivables securitization agreement. The following table provides a reconciliation of Cash and cash equivalents and restricted cash reported in the Consolidated Balance Sheet to the total of the amounts in the Consolidated Statement of Cash Flows.

			March 31, 2023						December 31, 2022
(Dollars in millions)
Cash and cash equivalents			$	259					$	360
Restricted cash included in Other current assets			50						39
Cash, cash equivalents and restricted cash in the statement of cash flows			$	309					$	399

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Note 2 Revenue Recognition

Disaggregation of Revenue

In the following table, TDS' revenues are disaggregated by type of service, which represents the relevant categorization of revenues for TDS' reportable segments, and timing of recognition. Service revenues are recognized over time and Equipment and product sales are recognized at a point in time.

Three Months Ended March 31, 2023			UScellular						TDS Telecom						Corporate, Eliminations and Other						Total
(Dollars in millions)
Revenues from contracts with customers:
Type of service:
Retail service			$	691					$	—					$	—					$	691
Inbound roaming			9						—						—						9
Residential			—						169						—						169
Commercial			—						41						—						41
Wholesale			—						42						—						42
Other service			42						—						18						60
Service revenues from contracts with customers			742						252						18						1,012
Equipment and product sales			219						—						41						260
Total revenues from contracts with customers			961						252						59						1,272
Operating lease income			25						1						5						31
Total operating revenues			$	986					$	253					$	64					$	1,303

Three Months Ended March 31, 2022			UScellular						TDS Telecom						Corporate, Eliminations and Other						Total
(Dollars in millions)
Revenues from contracts with customers:
Type of service:
Retail service			$	702					$	—					$	—					$	702
Inbound roaming			21						—						—						21
Residential			—						163						—						163
Commercial			—						44						—						44
Wholesale			—						44						—						44
Other service			42						—						17						59
Service revenues from contracts with customers			765						250						17						1,033
Equipment and product sales			223						—						30						253
Total revenues from contracts with customers			988						251						47						1,286
Operating lease income			22						1						6						29
Total operating revenues			$	1,010					$	251					$	54					$	1,315

Numbers may not foot due to rounding.

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Contract Balances

The following table provides balances for contract assets from contracts with customers, which are recorded in Other current assets and Other assets and deferred charges in the Consolidated Balance Sheet, and contract liabilities from contracts with customers, which are recorded in Customer deposits and deferred revenues and Other deferred liabilities and credits in the Consolidated Balance Sheet.

			March 31, 2023						December 31, 2022
(Dollars in millions)
Contract assets			$	12					$	12
Contract liabilities			$	390					$	395

Revenue recognized related to contract liabilities existing at January 1, 2023 was $156 million for the three months ended March 31, 2023.

Transaction price allocated to the remaining performance obligations

The following table includes estimated service revenues expected to be recognized related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period. These estimates represent service revenues to be recognized when services are delivered to customers pursuant to service plan contracts and under certain roaming agreements with other carriers. These estimates are based on contracts in place as of March 31, 2023 and may vary from actual results. As practical expedients, revenue related to contracts of less than one year, generally month-to-month contracts, and contracts with a fixed per-unit price and variable quantity, are excluded from these estimates.

			Service Revenues
(Dollars in millions)
Remainder of 2023			$	342
2024			199
Thereafter			145
Total			$	686

Contract Cost Assets

TDS expects that commission fees paid as a result of obtaining contracts are recoverable and therefore TDS defers and amortizes these costs. As a practical expedient, costs with an amortization period of one year or less are expensed as incurred. TDS also incurs fulfillment costs, such as installation costs, where there is an expectation that a future benefit will be realized. Deferred commission fees and fulfillment costs are amortized based on the timing of transfer of the goods or services to which the assets relate, typically the contract term. Contract cost asset balances, which are recorded in Other assets and deferred charges in the Consolidated Balance Sheet, were as follows:

			March 31, 2023						December 31, 2022
(Dollars in millions)
Costs to obtain contracts
Sales commissions			$	143					$	144
Fulfillment costs
Installation costs			7						8
Total contract cost assets			$	150					$	152

Amortization of contract cost assets was $28 million and $29 million for the three months ended March 31, 2023, and 2022, respectively, and was included in Selling, general and administrative expenses and Cost of services expenses.

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Note 3 Fair Value Measurements

As of March 31, 2023 and December 31, 2022, TDS did not have any material financial or nonfinancial assets or liabilities that were required to be recorded at fair value in its Consolidated Balance Sheet in accordance with GAAP.

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

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

			Level within the Fair Value Hierarchy						March 31, 2023												December 31, 2022
									Book Value						Fair Value						Book Value						Fair Value
(Dollars in millions)
Long-term debt
Retail			2						$	1,500					$	1,062					$	1,500					$	899
Institutional			2						536						387						536						395
Other			2						2,062						2,062						1,753						1,753

Long-term debt excludes lease obligations, the current portion of Long-term debt and debt financing costs. The fair value of “Retail” Long-term debt was estimated using market prices for UScellular Senior Notes, which are traded on the New York Stock Exchange. TDS’ “Institutional” debt consists of UScellular’s 6.7% Senior Notes which are traded over the counter. TDS’ “Other” debt consists of term loan credit agreements, receivables securitization agreement, export credit financing agreements and in 2023, revolving credit agreement. TDS estimated the fair value of its Institutional and Other debt through a discounted cash flow analysis using the interest rates or estimated yield to maturity for each borrowing, which ranged from 3.52% to 8.55% and 3.52% to 8.28% at March 31, 2023 and December 31, 2022, respectively.

The fair values of Cash and cash equivalents, restricted cash and short-term debt approximate their book values due to the short-term nature of these financial instruments.

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Note 4 Equipment Installment Plans

UScellular sells devices to customers under equipment installment plans over a specified time period. For certain equipment installment plans, after a specified period of time or amount of payments, the customer may have the right to upgrade to a new device and have the remaining unpaid equipment installment contract balance waived, subject to certain conditions, including trading in the original device in good working condition and signing a new equipment installment contract.

The following table summarizes equipment installment plan receivables.

			March 31, 2023						December 31, 2022
(Dollars in millions)
Equipment installment plan receivables, gross			$	1,184					$	1,211
Allowance for credit losses			(94)						(96)
Equipment installment plan receivables, net			$	1,090					$	1,115
Net balance presented in the Consolidated Balance Sheet as:
Accounts receivable — Customers and agents (Current portion)			$	623					$	646
Other assets and deferred charges (Non-current portion)			467						469
Equipment installment plan receivables, net			$	1,090					$	1,115

UScellular uses various inputs, including internal data, information from credit bureaus and other sources, to evaluate the credit profiles of its customers. From this evaluation, a credit class is assigned to the customer that determines the number of eligible lines, the amount of credit available, and the down payment requirement, if any. These credit classes are grouped into four credit categories: lowest risk, lower risk, slight risk and higher risk. A customer's assigned credit class is reviewed periodically and a change is made, if appropriate. An equipment installment plan billed amount is considered past due if not paid within 30 days. The balance and aging of the equipment installment plan receivables on a gross basis by credit category were as follows:

			March 31, 2023																														December 31, 2022
			Lowest Risk						Lower Risk						Slight Risk						Higher Risk						Total						Lowest Risk						Lower Risk						Slight Risk						Higher Risk						Total
(Dollars in millions)
Unbilled			$	997					$	95					$	23					$	6					$	1,121					$	1,016					$	98					$	22					$	5					$	1,141
Billed — current			38						4						1						—						43						41						5						2						—						48
Billed — past due			11						6						2						1						20						13						6						2						1						22
Total			$	1,046					$	105					$	26					$	7					$	1,184					$	1,070					$	109					$	26					$	6					$	1,211

The balance of the equipment installment plan receivables as of March 31, 2023 on a gross basis by year of origination were as follows:

			2020						2021						2022						2023						Total
(Dollars in millions)
Lowest Risk			$	16					$	229					$	639					$	162					$	1,046
Lower Risk			1						17						65						22						105
Slight Risk			—						2						14						10						26
Higher Risk			—						1						4						2						7
Total			$	17					$	249					$	722					$	196					$	1,184

The write-offs, net of recoveries for the three months ended March 31, 2023 on a gross basis by year of origination were as follows:

									2021						2022						2023						Total
(Dollars in millions)
Write-offs, net of recoveries									$	6					$	14					$	—					$	20

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Activity for the three months ended March 31, 2023 and 2022, in the allowance for credit losses for equipment installment plan receivables was as follows:

			March 31, 2023						March 31, 2022
(Dollars in millions)
Allowance for credit losses, beginning of period			$	96					$	72
Bad debts expense			18						17
Write-offs, net of recoveries			(20)						(16)
Allowance for credit losses, end of period			$	94					$	73

Note 5 Earnings Per Share

Basic earnings (loss) per share attributable to TDS common shareholders is computed by dividing Net income (loss) attributable to TDS common shareholders by the weighted average number of Common Shares outstanding during the period. Diluted earnings (loss) per share attributable to TDS common shareholders is computed by dividing Net income (loss) attributable to TDS common shareholders by the weighted average number of Common Shares outstanding during the period adjusted to include the effects of potentially dilutive securities. Potentially dilutive securities primarily include incremental shares issuable upon the exercise of outstanding stock options and the vesting of performance and restricted stock units.

The amounts used in computing basic and diluted earnings per share attributable to TDS common shareholders were as follows:

			Three Months Ended March 31,
			2023						2022
(Dollars and shares in millions, except per share amounts)
Net income (loss) attributable to TDS common shareholders used in basic earnings (loss) per share			$	(9)					$	44
Adjustments to compute diluted earnings:
Noncontrolling interest adjustment			—						(1)
Net income (loss) attributable to TDS common shareholders used in diluted earnings (loss) per share			$	(9)					$	43
Weighted average number of shares used in basic earnings (loss) per share:
Common Shares			106						108
Series A Common Shares			7						7
Total			113						115
Effects of dilutive securities			—						1
Weighted average number of shares used in diluted earnings (loss) per share			113						116
Basic earnings (loss) per share attributable to TDS common shareholders			$	(0.08)					$	0.38
Diluted earnings (loss) per share attributable to TDS common shareholders			$	(0.08)					$	0.37

Certain Common Shares issuable upon the exercise of stock options or vesting of performance and restricted stock units were not included in weighted average diluted shares outstanding for the calculation of Diluted earnings per share attributable to TDS common shareholders because their effects were antidilutive. The number of such Common Shares excluded was 4 million for both the three months ended March 31, 2023, and 2022.

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Note 6 Intangible Assets

In February 2021, the FCC announced by way of public notice that UScellular was the provisional winning bidder for 254 wireless spectrum licenses in the 3.7-3.98 GHz bands (Auction 107) for $1,283 million. UScellular paid $30 million of this amount in 2020 and the remainder in March 2021. The wireless spectrum licenses from Auction 107 were granted by the FCC in July 2021. Additionally, UScellular expects to be obligated to pay approximately $185 million in total from 2021 through 2024 related to relocation costs and accelerated relocation incentive payments. Such additional costs were accrued and capitalized at the time the licenses were granted, and are adjusted as necessary as the estimated obligation changes. UScellular paid $36 million, $8 million and $3 million related to the additional costs in October 2021, September 2022 and March 2023, respectively. At March 31, 2023, the remaining estimated payments of approximately $139 million are included in Other current liabilities, and at December 31, 2022, the remaining estimated payments of approximately $133 million and $8 million are included in Other current liabilities and Other deferred liabilities and credits, respectively, in the Consolidated Balance Sheet. The spectrum must be cleared by incumbent providers before UScellular can access it. UScellular does not expect to have access to this spectrum until late 2023.

Note 7 Investments in Unconsolidated Entities

Investments in unconsolidated entities consist of amounts invested in entities in which TDS holds a noncontrolling interest. TDS’ Investments in unconsolidated entities are accounted for using the equity method, measurement alternative method or net asset value practical expedient method as shown in the table below. The carrying value of measurement alternative method investments represents cost minus any impairments plus or minus any observable price changes.

			March 31, 2023						December 31, 2022
(Dollars in millions)
Equity method investments			$	491					$	468
Measurement alternative method investments			19						18
Investments recorded using the net asset value practical expedient			9						9
Total investments in unconsolidated entities			$	519					$	495

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

									Three Months Ended March 31,
															2023						2022
(Dollars in millions)
Revenues															$	1,809					$	1,816
Operating expenses															1,366						1,377
Operating income															443						439
Other income (expense), net															(16)						(4)
Net income															$	427					$	435

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Note 8 Debt

Revolving Credit Agreements

TDS has a revolving credit agreement with maximum borrowing capacity of $400 million. Amounts under the agreement may be borrowed, repaid and reborrowed from time to time until maturity in July 2026. During the three months ended March 31, 2023, TDS borrowed $100 million under its revolving credit agreement. Borrowings under the TDS revolving credit agreement bear interest at a rate of Secured Overnight Financing Rate (SOFR) plus 1.60%. As of March 31, 2023, the outstanding borrowings under the agreement were $101 million, including letters of credit, and the unused borrowing capacity under the agreement was $299 million.

In April 2023, TDS repaid $50 million under the agreement.

Export Credit Financing Agreement

TDS has a $150 million term loan credit facility with Export Development Canada to finance (or refinance) imported equipment, including equipment purchased prior to entering the term loan facility agreement. During the three months ended March 31, 2023, TDS borrowed $100 million under its export credit financing agreement. Borrowings bear interest at a rate of SOFR plus 1.60% and are due and payable in December 2027. As of March 31, 2023, the outstanding borrowings were $150 million, which is the full amount available under the agreement.

Receivables Securitization Agreement

UScellular, through its subsidiaries, has a receivables securitization agreement to permit securitized borrowings using its equipment installment plan receivables. Amounts under the agreement may be borrowed, repaid and reborrowed from time to time until March 2024. Unless the agreement is amended to extend the maturity date, repayments based on receivable collections commence in April 2024. The outstanding borrowings bear interest at a rate of the lender's cost of funds (which has historically tracked closely to SOFR) plus 0.90%. During the three months ended March 31, 2023, UScellular borrowed $115 million under its receivables securitization agreement. As of March 31, 2023, the outstanding borrowings under the agreement were $390 million and the unused borrowing capacity was $60 million, subject to sufficient collateral to satisfy the asset borrowing base provisions of the agreement. As of March 31, 2023, the USCC Master Note Trust held $598 million of assets available to be pledged as collateral for the receivables securitization agreement.

In April 2023, UScellular repaid $75 million under the agreement.

Repurchase Agreement

UScellular, through a subsidiary (the repo subsidiary), has a repurchase agreement to borrow up to $200 million, subject to the availability of eligible equipment installment plan receivables and the agreement of the lender. In January 2023, UScellular amended the repurchase agreement to extend the expiration date to January 2024. The outstanding borrowings bear interest at a rate of the lender's cost of funds (which has historically tracked closely to SOFR) plus 1.35%. There were no significant changes to other terms of the repurchase agreement. Outstanding borrowings are included in Other current liabilities in the Consolidated Balance Sheet. During the three months ended March 31, 2023, the repo subsidiary repaid $60 million under the repurchase agreement. As of March 31, 2023, there were no outstanding borrowings under the agreement and the unused borrowing capacity was $200 million. As of March 31, 2023, UScellular held $365 million of assets available for inclusion in the repurchase facility; these assets are distinct from the assets held by the USCC Master Note Trust for UScellular's receivables securitization agreement.

Financial Covenants

The TDS and UScellular revolving credit agreements, term loan agreements, export credit financing agreements and the UScellular receivables securitization agreement require TDS or UScellular, as applicable, to comply with certain affirmative and negative covenants, which include certain financial covenants. In March 2023, the agreements were amended and TDS and UScellular are required to maintain the Consolidated Leverage Ratio as of the end of any fiscal quarter at a level not to exceed the following: 4.25 to 1.00 from January 1, 2023 through March 31, 2024; 4.00 to 1.00 from April 1, 2024 through March 31, 2025; 3.75 to 1.00 from April 1, 2025 and thereafter. TDS and UScellular are also required to maintain the Consolidated Interest Coverage Ratio at a level not lower than 3.00 to 1.00 as of the end of any fiscal quarter. TDS and UScellular believe they were in compliance as of March 31, 2023 with all such financial covenants.

Note 9 Variable Interest Entities

Consolidated VIEs

TDS consolidates VIEs in which it has a controlling financial interest as defined by GAAP and is therefore deemed the primary beneficiary. TDS reviews the criteria for a controlling financial interest at the time it enters into agreements and subsequently when events warranting reconsideration occur. These VIEs have risks similar to those described in the “Risk Factors” in this Form 10-Q and TDS’ Form 10-K for the year ended December 31, 2022.

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UScellular formed USCC EIP LLC (Seller/Sub-Servicer), USCC Receivables Funding LLC (Transferor) and the USCC Master Note Trust (Trust), collectively the special purpose entities (SPEs), to facilitate a securitized borrowing using its equipment installment plan receivables. Under a Receivables Sale Agreement, UScellular wholly-owned, majority-owned and unconsolidated entities, collectively referred to as “affiliated entities”, transfer device equipment installment plan contracts to the Seller/Sub-Servicer. The Seller/Sub-Servicer aggregates device equipment installment plan contracts, and performs servicing, collection and all other administrative activities related to accounting for the equipment installment plan contracts. The Seller/Sub-Servicer sells the eligible equipment installment plan receivables to the Transferor, a bankruptcy remote entity, which subsequently sells the receivables to the Trust. The Trust, which is bankruptcy remote and isolated from the creditors of UScellular, will be responsible for issuing asset-backed variable funding notes (Notes), which are collateralized by the equipment installment plan receivables owned by the Trust. Given that UScellular has the power to direct the activities of these SPEs, and that these SPEs lack sufficient equity to finance their activities, UScellular is deemed to have a controlling financial interest in the SPEs and, therefore, consolidates them. All transactions with third parties (e.g., issuance of the asset-backed variable funding notes) will be accounted for as a secured borrowing due to the pledging of equipment installment plan contracts as collateral, significant continuing involvement in the transferred assets, subordinated interests of the cash flows, and continued evidence of control of the receivables.

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

▪Advantage Spectrum, L.P. (Advantage Spectrum) and Sunshine Spectrum, Inc., the general partner of Advantage Spectrum; and

▪King Street Wireless, L.P. (King Street Wireless) and King Street Wireless, Inc., the general partner of King Street Wireless.

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

TDS also consolidates other VIEs that are limited partnerships that provide wireless service. A limited partnership is a variable interest entity unless the limited partners hold substantive participating rights or kick-out rights over the general partner. For certain limited partnerships, UScellular is the general partner and manages the operations. In these partnerships, the limited partners do not have substantive kick-out or participating rights and, further, such limited partners do not have the authority to remove the general partner. Therefore, these limited partnerships also are recognized as VIEs and are consolidated under the variable interest model.

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

			March 31, 2023						December 31, 2022
(Dollars in millions)
Assets
Cash and cash equivalents			$	25					$	29
Accounts receivable			679						700
Inventory, net			5						4
Other current assets			47						36
Licenses			638						638
Property, plant and equipment, net			115						115
Operating lease right-of-use assets			40						41
Other assets and deferred charges			476						478
Total assets			$	2,025					$	2,041
Liabilities
Current liabilities			$	33					$	92
Long-term operating lease liabilities			36						36
Other deferred liabilities and credits			28						28
Total liabilities1			$	97					$	156

1    Total liabilities does not include amounts borrowed under the receivables securitization agreement. See Note 8 – Debt for additional information.

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Unconsolidated VIEs

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

TDS’ total investment in these unconsolidated entities was $5 million and $4 million at March 31, 2023 and December 31, 2022, respectively, and is included in Investments in unconsolidated entities in TDS’ Consolidated Balance Sheet. The maximum exposure from unconsolidated VIEs is limited to the investment held by TDS in those entities.

Other Related Matters

TDS made contributions, loans or advances to its VIEs totaling $207 million and $21 million, during the three months ended March 31, 2023 and 2022, respectively, of which $193 million in 2023 and $9 million in 2022, are related to USCC EIP LLC as discussed above. TDS may agree to make additional capital contributions and/or advances to these or other VIEs and/or to their general partners to provide additional funding for operations or the development of wireless spectrum licenses granted in various auctions. TDS may finance such amounts with a combination of cash on hand, borrowings under its revolving credit or receivables securitization agreements and/or other long-term debt. There is no assurance that TDS will be able to obtain additional financing on commercially reasonable terms or at all to provide such financial support.

The limited partnership agreement of Advantage Spectrum also provides the general partner with a put option whereby the general partner may require the limited partner, a subsidiary of UScellular, to purchase its interest in the limited partnership. In June 2022, the limited partnership agreement was amended and the general partner’s put option related to its interest in Advantage Spectrum will now be exercisable in the third quarter of 2023, and if not exercised at that time, will be exercisable in the third quarter of 2024. The greater of the carrying value of the general partner's investment or the value of the put option, net of any borrowings due to TDS, is recorded as Noncontrolling interests with redemption features in TDS’ Consolidated Balance Sheet. Also in accordance with GAAP, minority share of income or changes in the redemption value of the put option, net of interest accrued on the loans, are recorded as a component of Net income (loss) attributable to noncontrolling interests, net of tax, in TDS’ Consolidated Statement of Operations.

Note 10 Noncontrolling Interests

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

Three Months Ended March 31,			2023						2022
(Dollars in millions)
Net income attributable to TDS shareholders			$	8					$	61
Transfers (to) from noncontrolling interests
Change in TDS' Capital in excess of par value from UScellular's issuance of UScellular shares			(3)						(1)
Change in TDS' Capital in excess of par value from UScellular's repurchases of UScellular shares			—						7
Net transfers (to) from noncontrolling interests			(3)						6
Net income attributable to TDS shareholders after transfers (to) from noncontrolling interests			$	5					$	67

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Note 11 Business Segment Information

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

Financial data for TDS’ reportable segments for the three month periods ended, or as of March 31, 2023 and 2022, is as follows. See Note 1 — Basis of Presentation for additional information. 

Three Months Ended or as of March 31, 2023			UScellular																		TDS Telecom						Corporate, Eliminations and Other						Total
(Dollars in millions)
Operating revenues
Service			$	767																	$	253					$	23					$	1,043
Equipment and product sales			219																		—						41						260
Total operating revenues			986																		253						64						1,303
Cost of services (excluding Depreciation, amortization and accretion reported below)			182																		104						19						305
Cost of equipment and products			253																		—						34						287
Selling, general and administrative			345																		80						14						439
Depreciation, amortization and accretion			170																		59						3						232
(Gain) loss on asset disposals, net			10																		1						—						11
Operating income (loss)			26																		8						(5)						29
Equity in earnings of unconsolidated entities			44																		—						—						44
Interest and dividend income			2																		1						2						5
Interest expense			(47)																		2						(8)						(53)
Income (loss) before income taxes			25																		11						(11)						25
Income tax expense (benefit)			11																		3						(1)						13
Net income (loss)			14																		8						(10)						12
Add back:
Depreciation, amortization and accretion			170																		59						3						232
(Gain) loss on asset disposals, net			10																		1						—						11
Interest expense			47																		(2)						8						53
Income tax expense (benefit)			11																		3						(1)						13
Adjusted EBITDA1			$	252																	$	69					$	—					$	321
Investments in unconsolidated entities			$	477																	$	4					$	38					$	519
Total assets			$	10,997																	$	3,141					$	401					$	14,539
Capital expenditures			$	208																	$	130					$	5					$	343

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Three Months Ended or as of March 31, 2022			UScellular																		TDS Telecom						Corporate, Eliminations and Other						Total
(Dollars in millions)
Operating revenues
Service			$	787																	$	251					$	24					$	1,062
Equipment and product sales			223																		—						30						253
Total operating revenues			1,010																		251						54						1,315
Cost of services (excluding Depreciation, amortization and accretion reported below)			185																		96						17						298
Cost of equipment and products			257																		—						25						282
Selling, general and administrative			325																		72						13						410
Depreciation, amortization and accretion			171																		54						4						229
(Gain) loss on asset disposals, net			2																		—						—						2
(Gain) loss on sale of business and other exit costs, net			(1)																		—						—						(1)
Operating income (loss)			71																		28						(4)						95
Equity in earnings of unconsolidated entities			45																		—						—						45
Interest and dividend income			1																		—						1						2
Interest expense			(33)																		2						(2)						(33)
Income (loss) before income taxes			84																		31						(6)						109
Income tax expense (benefit)			32																		8						(3)						37
Net income (loss)			52																		23						(3)						72
Add back:
Depreciation, amortization and accretion			171																		54						4						229
(Gain) loss on asset disposals, net			2																		—						—						2
(Gain) loss on sale of business and other exit costs, net			(1)																		—						—						(1)
Interest expense			33																		(2)						2						33
Income tax expense (benefit)			32																		8						(3)						37
Adjusted EBITDA1			$	289																	$	83					$	—					$	372
Investments in unconsolidated entities			$	465																	$	4					$	37					$	506
Total assets			$	10,875																	$	2,706					$	543					$	14,124
Capital expenditures			$	137																	$	105					$	—					$	242

Numbers may not foot due to rounding.

1Adjusted earnings before interest, taxes, depreciation, amortization and accretion (Adjusted EBITDA) is a segment measure reported to the chief operating decision maker for purposes of assessing the segments' performance. Adjusted EBITDA is defined as net income, adjusted for the items set forth in the reconciliation above. TDS believes Adjusted EBITDA is a useful measure of TDS’ operating results before significant recurring non-cash charges, gains and losses, and other items as presented above as they provide additional relevant and useful information to investors and other users of TDS' financial data in evaluating the effectiveness of its operations and underlying business trends in a manner that is consistent with management's evaluation of business performance.

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Telephone and Data Systems, Inc.

Additional Required Information

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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

As required by SEC Rules 13a-15(b), TDS carried out an evaluation, under the supervision and with the participation of management, including its principal executive officer and principal financial officer, of the effectiveness of the design and operation of TDS’ disclosure controls and procedures as of the end of the period covered by this Quarterly Report. Based on this evaluation, TDS’ principal executive officer and principal financial officer concluded that TDS' disclosure controls and procedures were effective as of March 31, 2023, at the reasonable assurance level.

Changes in Internal Control Over Financial Reporting

There have been no changes in internal controls over financial reporting that have occurred during the three months ended March 31, 2023, that have materially affected, or are reasonably likely to materially affect, TDS’ internal control over financial reporting.

Legal Proceedings

In April 2018, the United States Department of Justice (DOJ) notified TDS that it was conducting inquiries of UScellular and TDS under the federal False Claims Act relating to UScellular’s participation in wireless spectrum license auctions 58, 66, 73 and 97 conducted by the FCC. UScellular is/was a limited partner in several limited partnerships which qualified for the 25% bid credit in each auction. The investigation arose from civil actions under the Federal False Claims Act brought by private parties in the U.S. District Court for the Western District of Oklahoma. In November and December 2019, following the DOJ’s investigation, the DOJ informed TDS and UScellular that it would not intervene in the above-referenced actions. Subsequently, the private party plaintiffs filed amended complaints in both actions in the U.S. District Court for the Western District of Oklahoma and are continuing the action on their own. In July 2020, these actions were transferred to the U.S. District Court for the District of Columbia. In March 2023, the District Court for the District of Columbia granted UScellular’s motions to dismiss the two actions. The private party plaintiffs have filed notices that they are appealing the district court’s decisions to grant the motions to dismiss. TDS and UScellular believe that UScellular’s arrangements with the limited partnerships and the limited partnerships’ participation in the FCC auctions complied with applicable law and FCC rules. At this time, TDS cannot predict the outcome of any proceeding.

On May 2, 2023, a putative stockholder class action was filed against TDS and UScellular and certain current and former officers and directors in the United States District Court for the Northern District of Illinois. The Complaint alleges that certain public statements made between May 6, 2022 and November 3, 2022 (the "potential class period") regarding UScellular’s business strategies to address subscriber demand violated Section 10(b) and 20(a) of the Securities Exchange Act of 1934. The plaintiff seeks to represent a class of stockholders who purchased TDS equity securities during the potential class period and demands unspecified monetary damages. TDS is unable at this time to determine whether the outcome of this action would have a material impact on its results of operations, financial condition, or cash flows. TDS intends to contest plaintiffs’ claims vigorously on the merits.

Refer to the disclosure under Legal Proceedings in TDS’ Form 10-K for the year ended December 31, 2022, for additional information. There have been no material changes to such information since December 31, 2022.

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Unregistered Sales of Equity Securities and Use of Proceeds

On August 2, 2013, the Board of Directors of TDS authorized, and TDS announced by Form 8-K, a $250 million stock repurchase program for TDS Common Shares. Depending on market conditions, such shares may be repurchased in compliance with Rule 10b-18 of the Exchange Act, pursuant to Rule 10b5-1 under the Exchange Act, or pursuant to accelerated share repurchase arrangements, prepaid share repurchases, private transactions or as otherwise authorized. This authorization does not have an expiration date. TDS did not determine to terminate the foregoing Common Share repurchase program, or cease making further purchases thereunder, during the first quarter of 2023.

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

Period			Total Number of Shares Purchased			Average Price Paid per Share			Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs			Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
January 1 - 31, 2023			17,000			$	10.86		17,000			$	137,357,077
February 1 - 28, 2023			18,900			$	10.92		18,900			$	137,150,741
March 1 - 31, 2023			255,000			$	10.18		255,000			$	134,554,770
Total for or as of the end of the quarter ended March 31, 2023			290,900			$	10.27		290,900			$	134,554,770

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Exhibits

Exhibit Number			Description of Documents
Exhibit 4.1			First Amendment to First Amended and Restated Credit Agreement, among TDS, Wells Fargo National Association, as administrative agent, and the other lenders thereto, dated as of March 2, 2023.
Exhibit 4.2			First Amendment to Amended and Restated Credit Agreement, among TDS, CoBank, ACB, as administrative agent, and the other lenders thereto, dated as of March 2, 2023.
Exhibit 4.3			First Amendment to Credit Agreement, between TDS as Borrower and Export Development Canada as Lender, dated as of March 2, 2023.
Exhibit 4.4			Second Amendment to First Amended and Restated Credit Agreement, among UScellular, Toronto Dominion (Texas) LLC, as administrative agent, and the other lenders thereto, dated as of March 2, 2023, is hereby incorporated by reference to Exhibit 4.1 to UScellular's Quarterly Report on Form 10-Q for the period ended March 31, 2023.
Exhibit 4.5			Second Amendment to Third Amended and Restated Credit Agreement, among UScellular, CoBank, ACB, as administrative agent, and the other lenders thereto, dated as of March 2, 2023, is hereby incorporated by reference to Exhibit 4.2 to UScellular's Quarterly Report on Form 10-Q for the period ended March 31, 2023.
Exhibit 4.6			First Amendment to Senior Term Loan Credit Agreement, among UScellular, Toronto Dominion (Texas) LLC, as administrative agent, and the other lenders thereto, dated as of March 2, 2023, is hereby incorporated by reference to Exhibit 4.3 to UScellular's Quarterly Report on Form 10-Q for the period ended March 31, 2023.
Exhibit 4.7			First Amendment to Credit Agreement, among UScellular, Citibank, N.A. as administrative agent, Global Coordinator, Mandated Lead Arranger and a Lender, Export Development Canada as Mandated Lead Arranger and a Lender, and the other lenders thereto, dated as of March 2, 2023, is hereby incorporated by reference to Exhibit 4.4 to UScellular's Quarterly Report on Form 10-Q for the period ended March 31, 2023.
Exhibit 10.1			United States Cellular Corporation 2023 Officer Annual Incentive Plan effective January 1, 2023, is hereby incorporated by reference to Exhibit 10.1 to UScellular's Current Report on Form 8-K dated April 4, 2023.
Exhibit 31.1			Principal executive officer certification pursuant to Rule 13a-14 of the Securities Exchange Act of 1934.
Exhibit 31.2			Principal financial officer certification pursuant to Rule 13a-14 of the Securities Exchange Act of 1934.
Exhibit 32.1			Principal executive officer certification pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code.
Exhibit 32.2			Principal financial officer certification pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code.
Exhibit 101.INS			XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
Exhibit 101.SCH			Inline XBRL Taxonomy Extension Schema Document
Exhibit 101.PRE			Inline XBRL Taxonomy Presentation Linkbase Document
Exhibit 101.CAL			Inline XBRL Taxonomy Calculation Linkbase Document
Exhibit 101.LAB			Inline XBRL Taxonomy Label Linkbase Document
Exhibit 101.DEF			Inline XBRL Taxonomy Extension Definition Linkbase Document
Exhibit 104			Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the inline document.

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Form 10-Q Cross Reference Index

Item Number									Page No.
Part I.			Financial Information
			Item 1.			Financial Statements (Unaudited)			30			-			35
						Notes to Consolidated Financial Statements			37			-			47
			Item 2.			Management's Discussion and Analysis of Financial Condition and Results of Operations			1			-			27
			Item 3.			Quantitative and Qualitative Disclosures About Market Risk			29
			Item 4.			Controls and Procedures			49
Part II.			Other Information
			Item 1.			Legal Proceedings			49
			Item1A.			Risk Factors			29
			Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds			50
			Item 6.			Exhibits			51
Signatures									53

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SIGNATURES

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

TELEPHONE AND DATA SYSTEMS, INC.

(Registrant)

Date:

May 4, 2023

/s/ LeRoy T. Carlson, Jr.

LeRoy T. Carlson, Jr. President and Chief Executive Officer (principal executive officer)

Date:

May 4, 2023

/s/ Vicki L. Villacrez

Vicki L. Villacrez Executive Vice President and Chief Financial Officer (principal financial officer)

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