Item 2.02. Results of Operations and Financial Condition.

On February 27, 2006, Telephone and Data Systems, Inc. ("TDS") issued a news release announcing certain information relating to the timing of the filing of restatements of prior periods, the Form 10-Q for the period ended September 30, 2005, the Form 10-K for the year ended December 31, 2005 and the Form 10-Q for the quarter ending March 31, 2006, and certain other information. A copy of the news release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

In addition, on February 27, 2006, TDS issued a news release updating guidance for 2005 and issuing guidance for 2006. A copy of the news release is attached hereto as Exhibit 99.2 and incorporated by reference herein.

In 2006, U.S.Cellular and TDS Telecom (ILEC and CLEC combined) anticipate issuing stock options with a fair value of approximately $20 million and $10 million, respectively.The total anticipated fair value of all stock option awards for the consolidated TDS enterprise is expected to be approximately $40 million, all of which is non-cash.These estimates were included in the guidance for operating income that the company issued on February 27, 2006. Actual compensation expense will vary based on the actual number of options issued and other market factors. The companies have not completed their analysis of FAS123(R) and expect to do so prior to the filing of the Forms 10 -Q for the quarter ending March 31, 2006.

The information in this Item 2.02 of Form 8-K is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.

Item 3.01(a). Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On February 28, 2006, The American Stock Exchange ("AMEX") granted TDS an extension to regain compliance with the AMEX listing standards until June 30, 2006.

As previously disclosed, on November 15, 2005, TDS received a notice from the staff of the AMEX indicating that TDS was not in compliance with Sections 134, 1003(d) and 1101 of the AMEX Company Guide as a result of the failure to file its quarterly report on Form 10-Q for the period ended September 30, 2005 on a timely basis. Pursuant to such letter, on November 30, 2005, TDS submitted a plan to the AMEX to bring it into compliance with the AMEX Company Guide by no later than January 17, 2006. On December 16, 2005, TDS received a letter from the AMEX stating that the AMEX had approved such plan and that the listing of the TDS Common Shares and TDS Special Common Shares will continue pursuant to an extension until January 17, 2006. On January 12, 2006, TDS requested a further extension until January 31, 2006, which was granted by the AMEX on January 13, 2006. On January 24, 2006, TDS requested a further extension until February 28, 2006, which was granted by the AMEX on January 26, 2006.

On February 28, 2006, TDS issued a joint press release, together with its subsidiary, United States Cellular Corporation, disclosing that the AMEX granted TDS an extension until June 30, 2006 to regain compliance with the AMEX listing standards. A copy of such press release is attached hereto as Exhibit 99.3 and incorporated by reference herein.

Item 8.01. Other Matters.

As discussed in the press release attached as Exhibit 99.1, the restatements and delays in filing resulted in technical defaults under certain revolving credit agreements between certain lenders and TDS and U.S. Cellular and certain forward contracts between subsidiaries of TDS and U.S. Cellular and a counterparty. The information in this Item 8.01 is being filed to report that on February 27, 2006, TDS and U.S. Cellular obtained extensions of waivers of defaults from such lenders and counterparty until March 31, 2006. TDS and U.S. Cellular have requested a further extension of the waivers of these defaults subject to the condition that they file their restatements, their Forms 10-Q for the period ended September 30, 2005, their Forms