1

KENNETH R. MEYERSExecutive Vice President and Chief Financial Officer

U.S. Cellular

LEROY T. CARLSON, JR.President and Chief Executive Officer

Telephone and Data Systems, Inc.

Smith Barney Citigroup 14th Annual Entertainment, Media & Telecommunications Conference

January 5, 2004

Safe HarborAll information set forth in this presentation, except historical and factual information, represents forward-looking statements. This includes all statements about the company’s plans, beliefs, estimates and expectations. These statements are based on current estimates and projections, which involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Important factors that may affect these forward-looking statements include, but are not limited to: changes in circumstances or events that may affect the ability of USM to acquire or, if it acquires, to start up the operations of the properties acquired in a transaction with AWE; the ability of USM to successfully manage and grow the operations of the Chicago MTA; changes in the overall economy; changes in competition in the markets in which TDS and USM operate; advances in telecommunications technology; changes brought about by the implementation of local number portability; changes in the telecommunications regulatory environment; changes in the value of investments, including variable prepaid forward contracts; changes in the capital markets that could adversely impact the availability, cost and terms of financing; an adverse change in the ratings afforded TDS and USM debt securities by nationally accredited ratings organizations; pending and future litigation; acquisitions/divestitures of properties and/or licenses; changes in customer growth rates, average service revenue per unit, churn rates, roaming rates and the mix of products and services offered in TDS and USM markets. Investors are encouraged to consider these and other risks and uncertainties that are discussed in documents filed by TDS with the SEC.

• Eighth largest wireless service provider

• Total licensed pops - 45.8 million

• Serves 4.3 million customers - 85% digital

• Focused on exceptional customer service

• 96% of customers postpay

• Extensive network ... 4,100 cell sites

• Broad distribution … 2,200 distribution points

• Admirably low churn rate

• Well positioned given recently acquired Chicago market and AWE exchange

U.S. CellularSept. 30, 2003

• Positioned as a regional carrier

• Differentiate with exceptional customer service Network quality Broad distribution Dedicated people

• Deploy CDMA 1XRTT technology in all markets

• Strategically strengthen regional footprint

U.S. Cellular Strategy

3rd Quarter Financial HighlightsU.S. Cellular

(millions)(millions)

3Q ‘033Q ‘03 3Q ‘023Q ‘02

Service revenues $ 628.4 $561.2 +12% Operating income 97.0 62.7 +55%

Net adds 66,000 76,000

Churn - postpay 1.6% 2%

Retail ARPU $39.57 $38.95

MOU 435 327

Cell sites 4,082 3,750

• $444 M senior notes offering/ credit facility

• Agree to Sell South Texas to AWE

• Conversion of billing system in Chicago

• Integration of data billing platform

• Rollout of data product

• CDMA 1X overlays in Oklahoma & Missouri

• Exchange of properties with AWE

• •

Recent Accomplishments

Strengthening the Footprint

• Sale of certain South Texas markets to AT&T Wireless – Nov. 2003

• Exchange of wireless properties with AT&T Wireless – Aug. 2003

• Acquisition of Chicago market – Aug. 2002

South Texas Sale to AWE

• Sell 25 MHz licenses in south Texas representing 1.3 M pops, 150 cell sites and 74,000 customers

• Example of strategy to exit those markets not strategic to company’s long-term success

• High prepaid mix and heavy roaming market

• Receive $95 M in cash to be used to pay down debt and other corporate working purposes

• Expected to close in Q1 2004

• Announced March 10, 2003

• First tranche closed Aug. 1, 2003

• Excellent fit with USM’s strategy: To strengthen its regional footprint through acquisitions or trades To build on strengths and exit other markets

• Opportunity to substantially improve competitive position in Midwest and Northeast markets

USM & AWE Property Exchange

Chicago Update

• Rapid increases in awareness

• Market share up year-over-year

• Enhancing network

• Heavy focus on employee training

• Increasing distribution points

• easyedgeSM Phone Service - BREWTM

technology; ring tones, games, entertainment; picture transfer; breaking news

• easyedgeSM Wireless Modem Service - Internet access for laptop or PDA; email, calendars, information services and corporate resources

CDMA 1XRTT Initiative

• Ahead of schedule and below planned cost

• 3 years to complete (2002 - 2004)

• Total cost to build CDMA... $385 - $410 M

• ≈ $265M spent in 2002-2003

• Midwest and New England markets are now CDMA 1XRTT

• Redeploying TDMA equipment

WNP Update

• Business as usual… satisfied customers

• More port-ins than port-outs since Nov. 24

• Well prepared for WNP:

– Aggressive retention programs in place in

core markets

– Aggressive acquisition programs in newer

markets

USM 2003 Outlook• Service revenues - $2.35 - $2.4 B

• Net additions - 450,000 to 475,000

• Depr/Amortization - $435 - $440 M

• Operating Income* - $180 - $200 M

• CAPX - $650 to $670 M

• Improved retail ARPU

• All in churn - ≈ 2%*Includes $26 M in operating expenses related to loss on assets for sale related to completed AWE

exchange

18

LEROY T. CARLSON, JR.

President and Chief Executive OfficerTelephone and Data Systems, Inc.

TDS

• Wireless – U.S. Cellular (82% owned)

• Wireline – TDS Telecom (ILEC and CLEC)

• TDS serves 5.4 million plus customers

• Strong balance sheet

• Investment grade

• 7th largest independent U.S. telco

• Rural company status

• 120 ILEC service locations

• 721,600 access line equivalents

• 115,600 ISP accounts

• 218,600 LD (resale) customers

• Vertical services

TDS Telecom - ILEC

TDS Metrocom - CLEC

• Facilities-based startup in S. Wisconsin, N. Illinois and S. Michigan … 100% on-switch

• 260,200 access line equivalents ... launched in January 1998

• Targeted selling Small and medium businesses … 56% “Communication-intensive” residential …44%

• Focus on one RBOC for provisioning

US Link - CLEC

• Third largest CLEC in MN: 86,300 local and local/LD lines 12,100 Internet accounts

• Targeted selling - small and medium-sized businesses

• Local service provided through combination of owned and leased facilities – 28.5% on-switch

Migrating to facilities-based model

• EBITDA positive; minimal CAPX

Strategic Initiatives • Market Development

Grow through a combination of acquisition, build-out variations and new technologies in CLUSTERS

• Market Fortification Proactively address wireless substitution Increase market share, penetration and profitability of our high-speed data

product line Develop new products and services Grow CLEC within its existing markets

Strategic Initiatives (cont.)

• Public Policy Advocacy Champion TDS’s position to ensure favorable regulatory treatment

• Process & Productivity Improvement Create efficiencies by optimizing cross- functional processes

29

• Bundling

• DISH Network

• TDS Accelerator… better Internet download performance

New Initiatives

3rd Quarter Financial HighlightsTDS Telecom

(millions)

ILEC 3Q’03 3Q’02 Revenues $164.7 $159.0 + 4% Operating Income 46.8 45.8 + 2%CLEC Revenues $ 53.5 $ 46.0 +16% Operating (loss) (8.3) (14.3) +42%

Access Line Equivalents (thousands)

ILEC 721.6 714.4 + 1%CLEC 346.5 273.1 +27%

2003 Outlook - TDS Telecom• ILEC

Operating revenues - $635 to $645 M Depr/amortization - $135 M Operating income - $170 to $180 M CAPX - approx. $130 M

• CLEC Operating revenues - $210 to $220 M Depr/Amortization - $35 Operating income (loss) - $(35) to $(25) M CAPX - approx. $30 M

• Grow revenues market growth (10 - 15% annually)

• Return on capital WACC

• Valuation/shareholder returns comparable companies

• Maintain strong investment-grade rating

TDS Financial Objectives

Debt Ratings...Investment Grade! *

TDS USMMoody’s Investment Service Baa1 Baa1

Standard & Poor’s A- A-

Fitch A- A-

TDS debt/equity at 9/30/03 36.4%USM debt/equity at 9/30/03 30.6%

* Our debt ratings are several levels above non-investment grade

Stock Repurchase• 1 million share authorization previously

in place

• Announced additional 2 million share authorization in February

• YTD Sept. 30: repurchased 1,378,900 shares avg price of $40.95 ; total of $56.5 M

TDS: Excellent ProspectsU.S. Cellular & TDS Telecom are strong companies

• Full-service provider with strong, established wireless and wireline operations

• Strong business units Well positioned in existing markets Proven business strategies focused on customer satisfaction and network quality Strong, experienced management teams

• Dedicated workforce of 11,000 people

• Financially strong

Reconciliation of Additional Disclosures

The Adjusted EBITDA measurements provided above is the sum of operating income (loss), depreciation, amortization of deferred charges and customer lists and loss on assets held for sale. Adjusted EBITDA is not presented as an alternative measure of operating results or cash flows from operations as determined in accordance with accounting principles accepted in the United States of America. Management uses Adjusted EBITDA to evaluate the operating performance of its business, and it is a measure of performance used by some investors, security analysts and others to make informed investment decisions. Adjusted EBITDA is used as an analytical indicator of income generated to service debt and fund capital expenditures.In addition, multiples of current or projected Adjusted EBITDA are used to estimate current or prospective enterprise value. Adjusted EBITDA does not give effect to cash used for debt service requirements, and thus does not reflect funds available for investment or other discretionary uses. Adjusted EBITDA as presented herein may not be comparable to similarly titled measures reported by other companies.

(dollars in thousands)

Quarter ended Sept. 30, 2003

U.S. Cellular ILEC CLEC Total

Operating Cash Flow:

Operating income (loss) as reported $ 97,031 46,780 (8,292) $ 135,519

Add:

Depr. and Amortization 102,164 32,059 8,545 142,768

(Gain) on assets held for sale (1,442) --- --- (1,442)

Operating cash flow $197,753 $78,839 $253 $276,845

Quarter ended Sept. 30, 2002

Operating Cash Flow:

Operating income (loss) as reported $ 62,697 $ 45,848 $ (14,335) $ 94,210

Add:

Depr. and Amortization 102,876 32,907 7,426 143,209

(Gain) on assets held for sale --- --- --- ---

Operating cash flow $ 165,573 $ 78,755 $ (6,909) $ 237,419

TDS Telecom

37

KENNETH R. MEYERSExecutive Vice President and Chief Financial Officer

U.S. Cellular

LEROY T. CARLSON, JR.President and Chief Executive Officer

Telephone and Data Systems, Inc.

Smith Barney Citigroup 14th Annual Entertainment, Media & Telecommunications Conference

January 5, 2004