Telephone and Data Systems (TDS) 8-K Completion of Acquisition or Disposition of Assets

Exhibit 99.1

UNAUDITED PRO FORMA FINANCIAL INFORMATION

On April 3, 2013, United States Cellular Corporation (“U.S. Cellular”), a subsidiary of Telephone and Data Systems, Inc. (“TDS”), entered into a Term Sheet relating to the Partnerships (as defined below) with Cellco Partnership d/b/a Verizon Wireless (“Verizon Wireless”).  Pursuant to its terms, the Term Sheet became effective on April 3, 2013. 

U.S. Cellular holds a 60.00% interest in St. Lawrence Seaway RSA Cellular Partnership (“NY1”) and a 57.14% interest in New York RSA 2 Cellular Partnership (“NY2” and, together with NY1, the “Partnerships”).  The remaining interests are held by Verizon Wireless.  The Term Sheet provides that the agreements governing the Partnerships (the “Partnership Agreements”), will be amended to reflect the changes effected by the Term Sheet.

The Partnerships are operated by Verizon Wireless under the Verizon Wireless brand.  Because U.S. Cellular owns a greater than 50% interest in each of these markets and based on U.S. Cellular’s rights under the Partnership Agreements, prior to April 3, 2013, TDS consolidated the financial results of these markets in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

The Term Sheet amends the Partnership Agreements in several ways, which provide Verizon Wireless with substantive participating rights that allow Verizon Wireless to make decisions that are in the ordinary course of business of the Partnerships and which are significant to directing and executing the activities of the business.   Accordingly, as required by GAAP, effective April 3, 2013, TDS has deconsolidated the Partnerships and thereafter will report them as equity method investments on its consolidated financial statements (the “Deconsolidation”).

The unaudited pro forma financial information is based on financial statements prepared in accordance with GAAP.  In addition, the unaudited pro forma financial information is based upon available information and assumptions that TDS considers to be reasonable, and have been made solely for purposes of developing such unaudited pro forma financial information for illustrative purposes in compliance with the disclosure requirements of the Securities and Exchange Commission (“SEC”).

The unaudited pro forma financial information is based on various assumptions. The actual results reported by TDS in periods following the Deconsolidation may differ significantly from that reflected in this unaudited pro forma financial information.  As a result, the unaudited pro forma financial information does not purport to project the future financial condition and results of operations of the consolidated company. The pro forma assumptions and adjustments are described in the accompanying schedules.  Pro forma adjustments are shown in the “NY1 & NY2” column and are those that are directly attributable to the transaction, are factually supportable and, with respect to the unaudited pro forma Statement of Operations, are expected to have a continuing impact on the consolidated results.

The unaudited pro forma financial information should be read together with the TDS’ audited consolidated financial statements and accompanying notes, as of and for the fiscal year ended December 31, 2012, and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the TDS’ Annual Report on Form 10-K for the fiscal year ended December 31, 2012, which was filed with the SEC on February 26, 2013.

The unaudited Pro Forma Statement of Operations for the year ended December 31, 2012 gives effect to the Deconsolidation as if it had occurred effective January 1, 2012, the beginning of TDS' 2012 fiscal year.
Telephone and Data Systems, Inc. Pro Forma Statement of Operations (Unaudited)
				As Reported		NY1 & NY2		Pro Forma
Year Ended December 31, 2012
(Dollars and shares in thousands, except per share amounts)
Operating revenues				$	5,345,277	$	168,971	$	5,176,306
Operating expenses
	Cost of services and products (excluding Depreciation, amortization   and accretion expense reported below)				2,272,570		64,115		2,208,455
	Selling, general and administrative expense				2,033,901		46,317		1,987,584
	Depreciation, amortization and accretion expense				813,626		10,262		803,364
	Loss on impairment of assets				515		-		515
	(Gain) loss on asset disposals and exchanges, net				19,741		-		19,741
	(Gain) loss on sale of business and other exit costs, net				21,061		-		21,061
			Total operating expenses		5,161,414		120,694		5,040,720
Operating income					183,863		48,277		135,586
Investment and other income (expense)
	Equity in earnings of unconsolidated entities (1)				92,867		(28,407)		121,274
	Interest and dividend income				9,248		-		9,248
	Gain (loss) on investment				(3,718)		-		(3,718)
	Interest expense				(86,745)		-		(86,745)
	Other, net				720		90		630
		Total investment and other income (expense)			12,372		(28,317)		40,689
Income before income taxes					196,235		19,960		176,275
	Income tax expense				73,582		-		73,582
Net income					122,653		19,960		102,693
	Less: Net income attributable to noncontrolling interests, net of tax				(40,792)		(19,960)		(20,832)
Net income attributable to TDS shareholders					81,861		-		81,861
	Preferred dividend requirement				(50)		-		(50)
Net income available to common				$	81,811	$	-	$	81,811
Basic weighted average shares outstanding (2)					108,671		-		108,671
Basic earnings per share attributable to TDS shareholders				$	0.75	$	-	$	0.75
Diluted weighted average shares outstanding (2)					108,937		-		108,937
Diluted earnings per share attributable to TDS shareholders				$	0.75	$	-	$	0.75
Dividends per share				$	0.49	$	-	$	0.49

2

The unaudited Pro Forma Balance Sheet gives effect to the Divestiture Transaction as if it had occurred on December 31, 2012.
Telephone and Data Systems, Inc. Pro Forma Balance Sheet — Assets (Unaudited)
December 31, 2012			As Reported		NY1 & NY2 (3)		Pro Forma
(Dollars in thousands)
Current assets
	Cash and cash equivalents		$	740,481	$	-	$	740,481
	Short-term investments			115,700		-		115,700
	Accounts receivable
		Due from customers and agents		409,720		12,468		397,252
		Other		164,608		13,681		150,927
	Inventory			160,692		-		160,692
	Net deferred income tax asset			43,411		-		43,411
	Prepaid expenses			86,385		40		86,345
	Income taxes receivable			9,625		-		9,625
	Other current assets			32,815		-		32,815
				1,763,437		26,189		1,737,248
Assets held for sale				163,242		-		163,242
Investments
	Licenses			1,480,039		-		1,480,039
	Goodwill			797,194		-		797,194
	Other intangible assets, net of accumulated amortization of $143,613			58,522		-		58,522
	Investments in unconsolidated entities (4)			179,921		(55,700)		235,621
	Long-term investments			50,305		-		50,305
	Other investments			824		-		824
				2,566,805		(55,700)		2,622,505
Property, plant and equipment
	In service and under construction			10,808,499		133,999		10,674,500
	Less: Accumulated depreciation			6,811,233		55,280		6,755,953
				3,997,266		78,719		3,918,547
Other assets and deferred charges				133,150		74		133,076
Total assets			$	8,623,900	$	49,282	$	8,574,618

3

Telephone and Data Systems, Inc. Pro Forma Balance Sheet — Liabilities and Equity (Unaudited)
December 31, 2012				As Reported		NY1 & NY2 (3)		Pro Forma
(Dollars and shares in thousands)
Current liabilities
	Current portion of long-term debt			$	1,233	$	-	$	1,233
	Accounts payable				377,291		4,653		372,638
	Customer deposits and deferred revenues				222,345		4,853		217,492
	Accrued interest				6,565		-		6,565
	Accrued taxes				48,237		-		48,237
	Accrued compensation				134,932		-		134,932
	Other current liabilities				134,005		-		134,005
					924,608		9,506		915,102
Liabilities held for sale					19,594		-		19,594
Deferred liabilities and credits
	Net deferred income tax liability				862,580		-		862,580
	Other deferred liabilities and credits				438,727		801		437,926
Long-term debt					1,721,571		-		1,721,571
Commitments and contingencies					-		-		-
Noncontrolling interests with redemption features					493		-		493
Equity
	TDS shareholders’ equity
		Series A Common and Common Shares
			Authorized 290,000 shares (25,000 Series A Common and 265,000 Common Shares)
			Issued 132,672 shares (7,160 Series A Common and 125,512 Common Shares)
			Outstanding 108,831 shares (7,160 Series A Common and 100,871 Common Shares)
			Par Value ($.01 per share) of $1,327 ($72 Series A Common and $1,255 Common Shares)		1,327		-		1,327
		Capital in excess of par value			2,304,122		-		2,304,122
		Treasury shares at cost:
			24,641 Common Shares		(750,099)		-		(750,099)
		Accumulated other comprehensive loss			(8,132)		-		(8,132)
		Retained earnings			2,464,318		-		2,464,318
			Total TDS shareholders' equity		4,011,536		-		4,011,536
	Preferred shares				825		-		825
	Noncontrolling interests				643,966		38,975		604,991
		Total equity			4,656,327		38,975		4,617,352
Total liabilities and equity				$	8,623,900	$	49,282	$	8,574,618
(1)	NY1 & NY2 Equity in earnings of unconsolidated entities represents TDS' share of NY1 & NY2 net income for the year ended December 31, 2012 based on U.S. Cellular's interests in the Partnerships.
(2)	The number of basic and diluted shares outstanding did not change as a result of the Deconsolidation.
(3)	In accordance with GAAP, TDS will recognize a non-cash gain in the second quarter of 2013 as a result of the Deconsolidation.    This has not been included as a pro forma adjustment to the unaudited Pro Forma Balance Sheet as of December 31, 2012 as the gain is not estimable at this time.  Note that the gain would not impact the unaudited Pro Forma Statement of Operations due to its non-recurring nature.
(4)	As a result of the Deconsolidation, TDS' interest in the Partnerships is reflected in Investments in unconsolidated entities.

4