TELEPHONE & DATA SYSTEMS INC /DE/ — Annual Report 2018

May 24, 2018

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark one)
[x]	ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended December 31, 2017
	OR
[ ]	TRANSITION REPORT PURSUANT TO SECTION 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.)
	001-09712 (United States Cellular Corporation)
A. Full title of the plan and the address of the plan, if different from that of the issuer names below:
Telephone and Data Systems, Inc.
Tax-Deferred Savings Plan
30 North LaSalle Street
Suite 4000
Chicago, IL 60602
B. Name of issuers of the securities held pursuant to the plan and the addresses of the principal executive office:
Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, IL 60602
United States Cellular Corporation
8410 West Bryn Mawr Ave.
Chicago, IL 60631

Telephone and Data Systems, Inc.
Tax–Deferred Savings Plan
Financial Report
December 31, 2017
Table of Contents
Report of Independent Registered Public Accounting Firm	1
Financial Statements
Statements of Net Assets Available for Benefits	2
Statement of Changes in Net Assets Available for Benefits	3
Notes to Financial Statements	4
Supplemental Information
Schedule of Assets (Held at End of Year)	10
Exhibits	11
No.	Description
23.1	Consent of Independent Registered Public Accounting Firm

RSM US LLP

Report of Independent Registered Public Accounting Firm

To the Investment Management Committee

Telephone and Data Systems, Inc. Tax-Deferred Savings Plan

Opinion on the Financial Statements

We have audited the accompanying statements of net assets available for benefits of Telephone and Data Systems, Inc. Tax-Deferred Savings Plan (the Plan) as of December 31, 2017 and 2016, the related statement of changes in net assets available for benefits for the year ended December 31, 2017, and the related notes to the financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2017 and 2016, and the changes in net assets available for benefits for the year ended December 31, 2017, in c onformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial stat ements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with U.S. federal securities laws an d the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or f raud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Report on Supplemental Information

The supplemental informati on in the accompanying schedule of Schedule H, Line 4i – Schedule of Assets (Held at End of Year) as of December 31, 2017, has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental i nformation is presented for the purpose of additional analysis and is not a required part of the financial statements but includes supplemental information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the E mployee Retirement Income Security Act of 1974. The supplemental information is the responsibility of the Plan's management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underl ying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information in the accompanying sched ule, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information in the accompanying schedule is fairly stated in all material respects in relation to the financial statements as a whole.

We have served as the Plan's auditor since 2006.

Indianapolis, Indiana

May 2 3 , 201 8

1

Telephone and Data Systems, Inc.
Tax-Deferred Savings Plan
Statements of Net Assets Available for Benefits
December 31, 2017 and 2016
	2017	2016
Assets
Investments, at fair value	$ 1,031,791,112	$ 871,183,538
Receivables:
Accrued income	129,058	120,193
Contributions in transit and other	2,746,244	2,660,809
Notes receivable from participants	13,906,185	13,867,847
Due from broker for securities sold	–	241,787
Total receivables	16,781,487	16,890,636
Total assets	1,048,572,599	888,074,174
Liabilities
Distributions in transit and other	263,258	262,399
Net assets available for benefits	$ 1,048,309,341	$ 887,811,775
See Notes to Financial Statements.

2

Telephone and Data Systems, Inc.
Tax-Deferred Savings Plan
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 2017
Additions to plan assets attributed to
Investment income:
Interest and dividends	$ 11,931,090
Net appreciation in fair value of investments	136,326,876
Total investment income	148,257,966
Interest income on notes receivable from participants	601,209
Contributions:
Participant	58,553,366
Participant rollover	4,804,062
Employer	24,376,903
Total contributions	87,734,331
Total additions	236,593,506
Deductions from plan assets attributed to
Benefits paid to participants	74,705,921
Administrative expenses	1,390,019
Total deductions	76,095,940
Net increase	160,497,566
Net assets available for benefits:
Beginning of year	887,811,775
End of year	$ 1,048,309,341
See Notes to Financial Statements.

3

Telephone and Data Systems, Inc.

Tax - Deferred Savings Plan

December 31, 201 7 and 20 16

Notes to Financial Statements

N ote 1 DESCRIPTION OF THE PLAN

The following description of the Telephone and Data Systems, Inc . Tax-Deferred Savings Plan (the Plan) provides only general information . Participants should refer to the Telephone and Data Systems, Inc . Tax-Deferred Savings Plan official plan document or summary plan description for a more complete description of the Plan's provisions.

General

The Plan is a contributory tax -qualified profit sharing plan established by Telephone and Data Systems, Inc . (TDS or the Com pany ) and is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA) . The Company is the administrator and sponsor of the Plan and The Northern Trust Company (Northern Trust) is the directed trustee and asset custodian of the Plan. Northern Trust also provide s record keeping and reporting services to the Plan in conjuncti on with Alight Solutions (Alight), formerly known as Aon Hewitt , the Plan's third party administrator . All employees of TDS and its subsidiaries which have adopted the Plan (the Company and such subsidiaries being referred to as “employers”) whom are age twenty-one or older generally are eligible to participate . The Plan allows eligible employees to enter the Plan upon the latter of 30 days of continuous service with the employers or their twenty-first birthday . Participation in the Plan is voluntary, ho wever, any eligible employee who does not enroll on his or her own, or opt out of automatic enrollment, will be automatically enrolled in the Plan starting on his or her eligibility date (or as soon as practicable thereafter).

The Plan's assets are overs een by the Investment Management Committee . The Investment Management Committee is authorized to select investment options and to invest Plan assets as directed by the participants (or in the absence of such a direction, as determined by the Investment Ma nagement Committee) .

Contributions

Participants may contribute to the Plan on a pre-tax basis (before-tax contributions) or on a designated Roth basis (after-tax contributions) . The combined pre-tax and designated Roth contributions may not exceed 60% of the Participant’s compensation, as defined in the Plan and in accordance with Internal Revenue Code (IRC) limits . Participants may also contribute amounts representing eligible distributions from other qualified plans or individual retirement accounts (r ollover contributions).

Newly eligible employee s with 30 days of continuous service are automatically enrolled in the Plan on a pre-tax basis at a 6 % deferral rate with the rate increasing by 1% annually until it reaches 10%, unless the employee s elect otherwise . The Vanguard Target Date Retirement Funds are used as the Qualified Default Investment Alternative for automatic enrollment .

The employer matching contribution is 100% of the first 3% of a participant’s before-tax and designated Roth c ontributions and 40% on the next 2% of before-tax and designated Roth contributions.

Participants' Accounts and Investment Options

Each participant's account is credited with the participant's before-tax and designated Roth contributions, rollover contrib utions, employer matching contributions and investment income or loss and fees. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account.

Contributions are invested in accordance with the employee’s investment elections . Participants may invest their accounts in a variety of investment options as more fully described in the Plan's literature . Participants may change their investment elections via telephone or internet . Additionally, participants can direct no more than 20% of their contributions into the TDS Common Stock Fund and the U.S. Cellular Common Stock Fund, on a combined basis.

Vesting

Participants are always 100% vested in their before-tax, designated Roth and rollover c ontributions plus actual earnings thereon . Vesting in employer matching contributions plus actual earnings thereon is based on years of vesting service . Employer matching contributions vest 34% after the participant completes one year of vesting service; and 100% after the participant completes two years of vesting service.

A participant also becomes 100% vested in employer matching contributions plus actual earnings thereon upon termination of employment after attaining age 65 or due to death or total an d permanent disability (as defined in the Plan).

Forfeited Accounts

For the year ended December 31, 2017 , forfeited non-vested ac counts used to reduce employer contributions were $ 642,611 .

4

Telephone and Data Systems, Inc.

Tax - Deferred Savings Plan

December 31, 201 7 and 20 16

Notes to Financial Statements

Payment of Benefits

Vested benefits may be paid to the participant upon termination of employment in the form of a lump sum payment , partial distribution (of not less than $500) or installments . Alternatively, a terminated participant may rollover the eligible portion of his or her vested benefits to an eligible retirement plan or individual retirement account. Participants experiencing a qualified financial hardship, on a qualified military leave or who have attained age 59½ may withdraw a portion of their vested account balance as defined in the Plan while employed by the Company.

Notes Receivable from Participants

Participants may borrow from their Plan accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their account balance (excluding employer matching contributions and related earnings ) . These notes are secured by the remaining balance in the participant's account . The notes bear interest at the prime rate plus 1% as published in the Wall Street Journal on the fifteenth day of the month prior to the quarter in which the note is processed . Principal and interest are generally paid ratably through after-tax payroll de ductions . The repayment period on the note generally range s from one to five years . Notes are considered delinquent if no note payment is received during two consecutive pay periods . If the delinquency is not cured, the loan will be considered in defaul t and taxation will occur.

Termination of Plan

Although it has not expressed any intent to do so, the Company has the right under the Plan to terminate the Plan at any time subject to the provisions of ERISA . In the event of Plan termination, participants become 100% vested in their accounts.

Plan Expenses

Certain administrative, recordkeeping and Trustee fees are paid by Plan participants. Auditing and investment consulting fees are paid by TDS. Investment option expenses and loan origination fees are p aid by Plan participants . Plan participants also pay participant-initiated transaction fees (distribution, withdrawal, Qualified Domestic Relations Order , etc.).

N ote 2 S UMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS

Basi s of Accounting and Use of Estimates

The accompanying financial statements have been prepared on the accrual basis of accounting . The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP ) requires the Plan's management to use estimates and assumptions that affect the accompanying financial statements and disclosures . Actual results could differ from these estimates and assumptions . Certain prior year amounts have be en reclassified to conform to the 2017 presentation with no change to the net assets available for plan benefits.

Investment Valuation and Income Recognition

Investments are reported at fair value . See Note 3 – Fair Value Measurements for further information on the fair value of the Plan’s assets . The Plan’s Investment Management Committee determines the Plan’s valuation policies utilizing information provided by the investment advisers and custodians.

Net appreciation in fair value of investmen ts included in the accompanying S tatement of C hanges in N et A ssets A vailable for B enefits includes realized gains or losses from the sale of investments and unrealized appreciation or depreciation in the fair value of investments . The net realized gains o r losses on the sale of investments represent the difference between the sale proceeds and the fair value of the investment as of the beginning of the period or the cost of the investment if purchased during the year . Net unrealized appreciation or deprec iation in the fair value of investments represents the net change in the fair value of the investments held during the period.

Purchases and sales of securities are recorded on a trade date basis . Interest income is recorded on the accrual basis , and d ivi dends are recorded on the ex- dividend date.

Notes Receivable from Participants

Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest . Interest income is recorded on the accrual basis. Deli nquent participant notes are reclassified as distributions in accordance with the terms of the Plan document. Notes receivable from participants have been classified as an investment asset for Form 5500 reporting purposes and, accordingly, have been inclu ded as an investment in the supplemental schedule, Schedule H, Line 4i – Schedule of Assets (Held at End of Year).

5

Telephone and Data Systems, Inc.

Tax - Deferred Savings Plan

December 31, 201 7 and 20 16

Notes to Financial Statements

Payment of Benefits

Benefit payments are recorded when paid.

Accounting for Uncertainty in Income Taxes

Management evaluated the Plan’s tax positions and concluded that the Plan had maintained its tax - exempt status and had taken no uncertain tax positions that require adjustment to the financial statements . Therefore, no provision or liability for income taxes has been included in the financ ial statements at December 31, 2017 or 2016 . With few exceptions, the Plan is no longer subject to income tax examinations by the U.S. federal, state, or local tax authori ties for years before 2014.

Investment Risk

Investments, in general, are subject to various risks, including credit, interest, and overall market volatility risks . Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in values of investment securities will occur in the near term, and such changes could materially affect participants’ account balances and the amounts reported in the December 31, 2017 Statement of Net Assets Available for Benefits.

N ote 3 FAIR VALUE MEASUREMENTS

Fair value is a market based measurement and not an entity specific measurement, based on an exchange transaction in which the entity sells an asset or transfers a liability (exit price) in an orderly transaction between market participants . The framework for measuring fair value provides a fair value hierarchy that prioritizes the inputs to valuation te chniques used to measure fair value . U.S. GAAP establishes a fair value hierarchy that contains three levels for inputs used in fair value measurements . The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1) and the lowest priority to unobservable inputs (level 3). The three levels of the fair value hierarchy are described below:

Level 1 - Quoted market prices for identical assets or liabilities in active markets;

Level 2 - Quo ted market prices for similar assets and liabilities in active markets or quoted market prices for identical assets and liabilities in inactive markets;

Level 3 - Prices or valuations that require inputs that are both significant to the fair value measurem ent and 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 . Valuation techniques maximize the use of relevant observable inputs and minim ize the use of unobservable inputs . 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 ass ets or Level 1 assets . At December 31, 2017 and 2016 , the Plan held no Level 2 or Level 3 assets . The following is a description of the valuation methodologies used for i nstruments measured at fair value, including the general classification of such instruments pursuant to the valuation hierarchy.

The Plan values shares of TDS Common S tock and Common S tock of United States Cellular Corpor ation ( U.S . Cellular ), a TDS subsid iary, based on the closing price reported on the active market in which the securities are traded . These securities are classified as Common Stock of the Plan Sponsor and Subsidiary . The Plan also values Mutual Funds based on the closing price reported o n the active market in which the individual securities are traded . Common Stock of the Plan Sponsor and Subsidiary and Mutual Funds are classified within Level 1 of the valuation hierarchy.

6

Telephone and Data Systems, Inc.

Tax - Deferred Savings Plan

December 31, 201 7 and 20 16

Notes to Financial Statements

The following tables set forth by level, within the fair value hierarchy, the Plan's assets at fair value at December 31, 2017 and 2016, respectively. — December 31, 2017		Level 1	Total
Mutual Funds		$ 556,217,255	$ 556,217,255
Common Stock of Plan Sponsor and Subsidiary		25,271,862	25,271,862
	Total investments in the fair value hierarchy	$ 581,489,117	$ 581,489,117
Bank common trusts measured at net asset value
	Target Retirement (1) (2)		300,658,324
	Bond (1) (3)		71,361,619
	Investment contracts (1) (4)		78,282,052
	Total investments at fair value		$ 1,031,791,112
December 31, 2016		Level 1	Total
Mutual Funds		$ 451,689,371	$ 451,689,371
Common Stock of Plan Sponsor and Subsidiary		30,123,200	30,123,200
	Total investments in the fair value hierarchy	$ 481,812,571	$ 481,812,571
Bank common trusts measured at net asset value
	Target Retirement (1) (2)		235,359,445
	Bond (1) (3)		70,630,328
	Investment contracts (1) (4)		83,381,194
	Total investments at fair value		$ 871,183,538
1	Certain investments that are measured at fair value using the net asset value (NAV per share or its equivalent) practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the statements of net assets available for benefits.
2	The Vanguard Target Retirement Trusts invest mainly in mutual funds with the remainder invested in money market funds. The fair value of these trusts is calculated using the market approach which values the underlying investments of the trust based on observable market prices. These trusts are measured at fair value based on the NAV per share.
3	The BlackRock Intermediate Government/Credit Bond Index Fund F (BlackRock Bond Fund) is a bank maintained collective investment fund that invests in bond index funds and other short-term investments. The fair value is calculated using the market approach whi ch values the underlying investments in the fund using observable inputs for similar assets. The BlackRock Bond Fund is measured at fair value based on the NAV per share.
4	The Vanguard Retirement Savings Trust II is a collective trust that invests in the Vanguard Retirement Savings Master Trust, which invests in traditional and synthetic investment contracts backed by investments issued by insurance companies and banks. The fair value is determined based on the underlying investments of the common trust as traded in active markets or valued using significant observable inputs. The NAV for the investment contracts is $1 per share.

7

Telephone and Data Systems, Inc.

Tax - Deferred Savings Plan

December 31, 201 7 and 20 16

Notes to Financial Statements

The tables below summarize the Plan’s investments that are measured at fair value based on the NAV per share at December 31, 2017 and 2016, respectively.			Participant	Redemption
		Unfunded	Redemption	Notice
December 31, 2017	Fair Value	Commitments	Frequency	Period (1)
Bank common trusts
Target retirement	$ 300,658,324	$ –	Daily	One month
Bond	71,361,619	–	Daily	One month
Investment contracts	78,282,052	–	Daily	Twelve months
			Participant	Redemption
		Unfunded	Redemption	Notice
December 31, 2016	Fair Value	Commitments	Frequency	Period (1)
Bank common trusts
Target retirement	$ 235,359,445	$ –	Daily	One month
Bond	70,630,328	–	Daily	One month
Investment contracts	83,381,194	–	Daily	Twelve months
1 There are no participant redemption restrictions for these investments. The redemption notice period is applicable only to the Plan.

N ote 4 P ARTIES- I N- I NTEREST

Certain Plan assets are invested in the Northern Institutional Funds U.S . Government Select Portfolio . Northern Trust i s the directed trustee of the Plan and, therefore, these transactions qualif y as party-in-interest transactions. Alight provides certain reporting and administrative services to the Plan and is the third party administrator of the Plan, therefore, these transactions qualify as party-in-interest transacti ons. The total cost of administrative charges to the Plan by Northern Trust and Alight was $1,383,596 for the year ended December 31, 2017.

Notes receivable from participants also qualify as party-in-interest transactions.

The Plan invests in common stock of U.S. Cellular a nd TDS. Transactions in shares of U.S. Cellular and TDS common stock qualify as party-in-interest transactions under the provisions of ERISA . During the year ended December 31, 2017 , the Plan m ade participant-directed purchases of $ 2,180,425 and sales of $ 4,487,516 of TDS and U.S. Cellular c ommon s tock on an aggregate basis .

N ote 5 TAX STATUS

The Plan obtained its latest determination letter on February 25, 2015 in which the Internal Revenue Service stated that the Plan, as designed, complied with the applicable requirements of the IRC, and the related trust was exempt from taxation. The Plan has been amended since the receipt of the determin ation letter . The Plan A dministrator believes that the Plan is designed and being operated in material compliance with the applicable requirements of the IRC . Therefore, the Plan A dministrator believes that the Plan was qualified and the related trust wa s tax - exempt at December 31, 2017 .

8

Telephone and Data Systems, Inc.

Tax - Deferred Savings Plan

December 31, 201 7 and 20 16

Notes to Financial Statements

N ote 6 R ECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500

A reconciliation between the financial statements and Form 5500 at December 31, 2017 and 2016 is as follows:	2017	2016
Tota l net assets per Form 5500, Schedule H	$ 1,048,281,472	$ 888,490,488
Investment in common/collective trusts	–	(700,354)
Deemed distributions of notes receivable from participants	27,869	21,641
Net Assets Available for Benefits Per Financial Statements	$ 1,048,309,341	$ 887,811,775
Change in net assets per Form 5500, Schedule H	$ 159,790,984
Investment income	700,354
Change in deemed distributions of notes receivable from participants	6,228
Changes in Net Assets Available for Benefits Per Financial Statements	$ 160,497,566

N ote 7 S UBSEQUENT E VENTS

The Plan’s management evaluated subsequent events from December 31, 2017 through May 23, 2018 , the date and time these financial statements were issued . T here have been no significant subsequent events during this period that require adjustments to or disclosure in the financial statements as of December 31, 2017 and for the year then ended.

9

Telephone and Data Systems, Inc.
Tax-Deferred Savings Plan
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
Plan 003 EIN 36-2669023
December 31, 2017
		(c)
		Description of Investment
	(b)	Including Maturity Date,			(e)
	Identity of Issue, Borrower, Lessor,	Rate of Interest, Collateral,		(d)	Current
(a)	or Similar Party	Par or Maturity Value		Cost	Value
	Bank Common Trusts
	Vanguard Retirement Savings Trust II	78,282,052	Shares	**	$ 78,282,052
	Vanguard Target Retirement Income Trust II	218,075	Shares	**	7,407,992
	Vanguard Target 2015 Retirement Trust II	249,287	Shares	**	8,086,855
	Vanguard Target 2020 Retirement Trust II	781,251	Shares	**	25,718,794
	Vanguard Target 2025 Retirement Trust II	1,089,551	Shares	**	35,846,235
	Vanguard Target 2030 Retirement Trust II	1,140,189	Shares	**	37,249,969
	Vanguard Target 2035 Retirement Trust II	1,304,001	Shares	**	43,266,752
	Vanguard Target 2040 Retirement Trust II	1,221,654	Shares	**	41,841,634
	Vanguard Target 2045 Retirement Trust II	1,231,736	Shares	**	42,445,624
	Vanguard Target 2050 Retirement Trust II	1,131,357	Shares	**	39,156,273
	Vanguard Target 2055 Retirement Trust II	414,333	Shares	**	19,208,486
	Vanguard Target 2060 Retirement Trust II	11,757	Shares	**	429,710
	BlackRock Intermediate Government/Credit Bond Index Fund F	2,677,152	Shares	**	71,361,619
	Common Stock of Plan Sponsor and Subsidiary
*	Telephone and Data Systems, Inc.	485,235	Shares	**	13,489,533
*	United States Cellular Corporation	313,110	Shares	**	11,782,329
	Mutual Funds
	Vanguard Institutional Index Fund	556,703	Shares	**	135,534,862
	Vanguard Small Cap Value Index Fund	1,724,283	Shares	**	54,952,915
	Vanguard Value Index Fund	1,770,919	Shares	**	73,333,741
	Vanguard Small Cap Growth Index Fund	1,253,721	Shares	**	56,781,015
	Vanguard Growth Index Fund	1,689,989	Shares	**	122,270,669
	Vanguard Total International Stock Index Fund	926,200	Shares	**	113,042,710
*	Northern Institutional Funds U.S. Government Select Portfolio	301,343	Shares	**	301,343
*	Participants	Participant loans (interest rates range from 3.25% to 10.25%, maturing through January 2023)			13,878,316
					$ 1,045,669,428
* Represents a party-in-interest, as defined by ERISA.
** Cost omitted for participant directed investments.

10

Exhibits

Exhibit Number	Description of Documents
Exhibit 23 .1	Consent of Independent Registered Public Accounting Firm.

11

S IGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, Telephone and Data Systems, Inc., the Plan Administrator, has duly caused this Annual Report on Form 11-K to be signed on its behalf by the undersigned hereunto duly authorized.

	TAX-DEFERRED SAVINGS PLAN
	By:	/s/ Daniel J. DeWitt
		Daniel J. DeWitt, Senior Vice President-Human Resources
	By:	/s/ Anita Kroll
		Anita Kroll, Vice President and Controller
Dated:	May 23, 2018