-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, qPShdMN+t+H5x3p45/2nSVoaMsKSodLhUF3x7qbxyaHMHGU/0FSDlrRx+Lkq9rrk 9bzcGakVdqhHq9l7PvIDIg== 0000821130-94-000009.txt : 19941117 0000821130-94-000009.hdr.sgml : 19941117 ACCESSION NUMBER: 0000821130-94-000009 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19941107 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED STATES CELLULAR CORP CENTRAL INDEX KEY: 0000821130 STANDARD INDUSTRIAL CLASSIFICATION: 4812 IRS NUMBER: 621147325 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-09712 FILM NUMBER: 94557792 BUSINESS ADDRESS: STREET 1: 8410 W BRYN MAWR AVE STREET 2: STE 700 CITY: CHICAGO STATE: IL ZIP: 60631 BUSINESS PHONE: 3123998900 MAIL ADDRESS: STREET 1: 301 S. WESTFIELD ROAD STREET 2: P.O. BOX 5158 CITY: MADISON STATE: WI ZIP: 53705-0158 10-K/A 1 FORM10-K/A-1 -------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A-1 (Mark One) X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1993 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-9712 -------------------------------------------------------------- UNITED STATES CELLULAR CORPORATION (Exact name of Registrant as specified in its charter) ______________________________________________________________ Delaware 62-1147325 ------------------------------- --------------------------- State or other jurisdiction(IRS Employer Identification No.) of incorporation or organization) 8410 West Bryn Mawr, Suite 700, Chicago, Illinois 60631 (Address of principal executive offices) (Zip code) Registrant's Telephone Number: (312) 399-8900 Securities registered pursuant to Section 12(b) of the Act: Name of each exchange Title of each class on which registered ------------------------------- ---------------------------- Common Shares, $1 par value American Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None --------------------- 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 X No ----- ----- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. X --- As of March 7, 1994, the aggregate market value of registrant's Common Shares held by nonaffiliates was approximately $396.6 million (based upon the closing price of the Common Shares on March 7, 1994, of $27.625, as reported by the American Stock Exchange). The number of shares outstanding of each of the registrant's classes of common stock, as of March 7, 1994, is 43,739,215 Common Shares, $1 par value, and 33,005,877 Series A Common Shares, $1 par value. DOCUMENT INCORPORATED BY REFERENCE Those sections or portions of the registrant's 1993 Annual Report to Shareholders and of the registrant's Notice of Annual Meeting of Shareholders and Proxy Statement for its Annual Meeting of Shareholders to be held May 5, 1994, described in the cross reference sheet and table of contents attached hereto are incorporated by reference into Parts II and III of this report. -------------------------------------------------------------- United States Cellular Corporation ---------------------------------- Amendment No. 1 The undersigned registrant hereby amends the following items in its Annual Report on Form 10-K for the fiscal year ended December 31, 1993, as set forth in the pages submitted herewith: 1. Report of Independent Public Accountants. 2. Note 3 of United States Cellular Corporation and Subsidiaries Notes to Consolidated Financial Statements. 3. Report of Independent Public Accountants on Financial Statement Schedules. 4. Compilation Report of Independent Public Accountants on Combined Financial Statements. 5. Reports of Other Independent Accountants - Report of Coopers & Lybrand L.L.P. to the Partners of Los Angeles SMSA Limited Partnership. 6. Note 7 of Los Angeles SMSA Limited Partnership, Nashville/Clarksville MSA Limited Partnership and Baton Rouge MSA Limited Partnership Notes to Unaudited Combined Financial Statements. 7. Exhibit 23.1 Consent of Independent Public Accountants. 8. Exhibit 23.2 Consent of Independent Accountants Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. United States Cellular Corporation (Registrant) Date: November 7, 1994 By: /s/ KENNETH R. MEYERS -------------------------- Kenneth R. Meyers Vice President-Finance and Treasurer (Chief Financial Officer) 2 Report of Independent Public Accountants To the Shareholders and Board of Directors of United States Cellular Corporation: We have audited the accompanying consolidated balance sheets of United States Cellular Corporation (a Delaware corporation and an 85.1%-owned subsidiary of Telephone and Data Systems, Inc.) and Subsidiaries as of December 31, 1993 and 1992, and the related consolidated statements of operations, changes in common shareholders' equity and cash flows for each of the three years in the period ended December 31, 1993. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We did not audit the financial statements of the Los Angeles SMSA, Baton Rouge MSA and Nashville/Clarksville MSA limited partnerships. The Company's investment in these partnerships is reflected in the accompanying financial statements using the equity method of accounting. The investment in these limited partnerships represented $38,447,000 and $33,209,000 (or 3.1% and 3.9%) of total consolidated assets at December 31, 1993 and 1992 respectively, and the equity in their income represents $15,364,000, $10,436,000 and $6,242,000 for the years ended December 31, 1993, 1992 and 1991, respectively, and is included in the consolidated net (loss) income. The summarized financial information contained in Note 3 of the Notes to Consolidated Financial Statements includes financial information for the aforementioned partnerships. The financial statements of those limited partnerships were audited by other auditors whose reports have been furnished to us and our opinion, insofar as it relates to the amounts included for those limited partnerships, is based solely on the reports of the other auditors. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits and the reports of other auditors provide a reasonable basis for our opinion. In our opinion, based on our audits and the reports of other auditors, the financial statements referred to above present fairly, in all material respects, the financial position of United States Cellular Corporation and Subsidiaries as of December 31, 1993 and 1992, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 1993, in conformity with generally accepted accounting principles. As discussed in "Change in Accounting Principle" in Note 1 of the Notes to Consolidated Financial Statements, the method of accounting for cellular sales commissions was changed effective January 1, 1991. As discussed in Note 10 of the Notes to Consolidated Financial Statements, the method of accounting for income taxes was changed effective January 1, 1993. The report of other auditors on the Los Angeles SMSA Limited Partnership referred to above includes explanatory paragraphs relating to uncertainties as discussed in Note 3 of the Notes to Consolidated Financial Statements. The ultimate outcome of these actions are uncertain at this time. Accordingly, no accrual for these matters has been made in the consolidated financial statements. As discussed in Note 15 of the Notes to the Consolidated Financial Statements, the Company is a defendant in a lawsuit involving a joint venture opportunity, a shareholders' agreement and other related matters. The ultimate outcome from the litigation cannot presently be determined. Accordingly, no provision for any liability which may result has been made in the consolidated financial statements. Arthur Andersen LLP Chicago, Illinois February 7, 1994 (except with respect to the matters discussed in the fifth, seventh and eighth paragraphs of Note 3, as to which the date is October 17, 1994.) 3 Note 3 Investments in Cellular Partnerships Investments in cellular partnerships consist of amounts invested in cellular entities in which USM holds a minority or noncontrolling interest. Investments in cellular partnerships consist of long-term investments and investments held for sale or exchange, as follows: December 31, ------------------------- 1993 1992 ---- ---- (Dollars in thousands) Long-term investments: Capital contributions, loans and advances $66,515 $67,941 Cumulative share of partnership income 52,296 32,994 Cumulative share of partnership distributions (41,633) (29,934) --------------------------- 77,178 71,001 Investments Held for Sale or Exchange: Capital contributions, net of partnership distributions 12,926 15,405 --------------------------- Total investment in nonconsolidated partnerships $90,104 $ 86,406 --------------------------- USM follows the equity method of accounting for its long-term investments which recognizes, on a current basis, USM's proportionate share of the incomes and losses accruing to it under the terms of its partnership and shareholder agreements. The equity method is followed for minority interests in markets that are managed by USM and for certain markets managed by others. USM follows the cost method of accounting for its investments in markets held for sale or exchange, and such investments are recorded at the lower of cost or market value. It is not practicable to estimate the fair value of USM's investments in cellular partnerships held for sale or exchange due to the lack of quoted market prices and the inability to estimate fair values without incurring excessive costs. The $12.9 million carrying amount at December 31, 1993, represents primarily the original cost of the investments, which management believes is not impaired. USM's unaudited proportionate share of the incomes or (losses) of cellular investments accounted for under the cost method and therefore not included in the Consolidated Statements of Operations were approximately $838,000, $302,000 and ($354,000) of the years December 31, 1993, 1992 and 1991, respectively. USM's proportionate share of all such incomes or (losses) since the inception of operations or acquisition was ($2.1 million) at December 31, 1993. 4 Note 3 Investments in Cellular Partnerships - (Continued) The following summarizes the unaudited assets, liabilities and partners' capital, and the results of operations of the cellular system partnerships in which USM's investments are accounted for by the equity method. December 31, ------------------------- 1993 1992 ---- ---- (Dollars in thousands) Assets Current $134,289 $102,644 Due from affiliates 34,156 18,949 Property and other 453,150 419,492 ---------------------------- $621,595 $541,085 ---------------------------- Liabilities and Partners' capital Current liabilities $110,960 $ 80,776 Due to affiliates 34,363 37,251 Deferred credits 1,296 226 Long-term debt 4,462 20,063 Partner's capital 470,514 402,769 ---------------------------- $621,595 $541,085 ---------------------------- Year Ended December 31, ---------------------------- 1993 1992 1991 ---------------------------- (Dollars in thousands) Results of Operations Revenues $ 703,601 $537,813 $447,692 Costs and expenses 518,142 399,409 307,532 Other income (expense) (14,246) (2,531) 1,352 ---------------------------- Net income before cumulative effect of accounting changes 171,213 135,873 141,512 Cumulative effect of accounting changes 110 (1,495) (4,658) ---------------------------- Net Income $ 171,323 $134,378 $136,854 ---------------------------- The Los Angeles SMSA Limited Partnership (the"Partnership") has been named in three separate complaints served by agents of the competing carrier of the Partnership against the competitor. The general allegations include violations of California Unfair Practices Act and price fixing. On November 24, 1993, a class action suit was filed against the Partnership and another cellular carrier alleging conspiracy to fix the price of cellular service in violation of state and federal antitrust laws. The plaintiffs are seeking substantial monetary damages and injunctive relief in excess of $100 million. On July 18, 1994, the Partnership was served with a class action suit on behalf of the Partnership's contract Agents and Dealers. The complaint alleges "predatory practices" and seeks damages in excess of $1.6 million per agent and dealer, plus statutory treble damages. On October 17, 1994, a class action suit was filed against the Partnership. The suit alleges a conspiracy with a competing carrier to fix the prices of cellular service in violation of federal antitrust laws. The plaintiffs are seeking damages for the class of an unspecified sum. The ultimate outcome of these actions is uncertain at this time. Accordingly, no accrual for these matters has been made. 5 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON FINANCIAL STATEMENT SCHEDULES To the Shareholders and Board of Directors of UNITED STATES CELLULAR CORPORATION: We have audited in accordance with generally accepted auditing standards, the consolidated financial statements included in United States Cellular Corporation and Subsidiaries Annual Report to Shareholders incorporated by reference in this Form 10-K, and have issued our report thereon dated February 7, 1994 (except with respect to the matters discussed in the fifth, seventh and eighth paragraphs of Note 3 of the Notes to Consolidated Financial Statements, as to which the date is October 17, 1994). Our report on the consolidated financial statements includes explanatory paragraphs with respect to the change in the method of accounting for cellular sales commissions and with respect to the change in the method of accounting for income taxes as discussed in Note 1 and Note 10, respectively, of the Notes to Consolidated Financial Statements and the uncertainties discussed in Note 3 of the Notes to Consolidated Financial Statements; and an explanatory paragraph calling attention to certain litigation as discussed in Note 15 of the Notes to Consolidated Financial Statements. Our audits were made for the purpose of forming an opinion on those financial statements taken as a whole. The financial statement schedules listed in Item 14(a)(2) are the responsibility of the Company's management and are presented for purposes of complying with the Securities and Exchange Commission's rules and are not part of the basic financial statements. These financial statement schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, fairly state in all material respects the financial data required to be set forth therein in relation to the basic financial statements taken as a whole. ARTHUR ANDERSEN LLP Chicago, Illinois February 7, 1994 (except with respect to the matters discussed in the fifth, seventh and eighth paragraphs of Note 3 of the Notes to Consolidated Financial Statements, as to which the date is October 17, 1994) 6 COMPILATION REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Shareholders and Board of Directors of UNITED STATES CELLULAR CORPORATION: The accompanying combined balance sheets of the Los Angeles SMSA Limited Partnership, the Nashville/Clarksville MSA Limited Partnership and the Baton Rouge MSA Limited Partnership as of December 31, 1993 and 1992 and the related combined statements of operations, changes in partners' capital, and cash flows for each of the three years in the period ended December 31, 1993, have been prepared from the separate financial statements, which are not presented separately herein, of the Los Angeles SMSA, Nashville/Clarksville MSA and Baton Rouge MSA limited partnerships, as described in Note 1. We have reviewed for compilation only the accompanying combined financial statements, and, in our opinion, those statements have been properly compiled from the amounts and notes of the underlying separate financial statements of the Los Angeles SMSA, Nashville/Clarksville MSA and Baton Rouge MSA limited partnerships, on the basis described in Note 1. The statements for the Los Angeles SMSA, Nashville/Clarksville MSA and Baton Rouge MSA limited partnerships were audited by other auditors as set forth in their reports included on pages 40 through 43. The report of the other auditors of the Los Angeles SMSA Limited Partnership contains explanatory paragraphs with respect to the uncertainties discussed in the third, fourth, fifth and sixth paragraphs of Note 7. We have not been engaged to audit either the separate financial statements of the aforementioned limited partnerships or the related combined financial statements in accordance with generally accepted auditing standards and to render an opinion as to the fair presentation of such financial statements in accordance with generally accepted accounting principles. As discussed in "Change in Accounting Principle" in Note 2, the method of accounting for cellular sales commissions was changed effective January 1, 1991, for the Nashville/Clarksville MSA Limited Partnership and the Baton Rouge MSA Limited Partnership. ARTHUR ANDERSEN LLP Chicago, Illinois February 11, 1994 (except with respect to the matters discussed in the third, fifth and sixth paragraphs of Note 7, as to which the date is October 17, 1994.) 7 REPORTS OF OTHER INDEPENDENT ACCOUNTANTS To The Partners of LOS ANGELES SMSA LIMITED PARTNERSHIP: We have audited the balance sheets of Los Angeles SMSA Limited Partnership as of December 31, 1993 and 1992, and the related statements of operations, partners' capital and cash flows for each of the three years in the period ended December 31, 1993; such financial statements are not included separately herein. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Los Angeles SMSA Limited Partnership as of December 31, 1993 and 1992, and results of its operations and its cash flows for each of the three years in the period ended December 31, 1993 in conformity with generally accepted accounting principles. As discussed in Note 9 to the financial statements, the Partnership has been named in three separate complaints served by cellular agents. The outcome of these matters is uncertain and, accordingly, no accrual for these matters has been made in the financial statements. In addition, as discussed in Note 9, three class action suits were filed against the Partnership alleging violations of state and federal antitrust laws. The outcome of these matters is uncertain and, accordingly, no accrual for these matters has been made in the financial statements. COOPERS & LYBRAND L.L.P Newport Beach, California February 4, 1994, except for the information presented in paragraphs three, five and six of Note 9, as to which the date is October 17, 1994. 8 LOS ANGELES SMSA LIMITED PARTNERSHIP NASHVILLE/CLARKSVILLE MSA LIMITED PARTNERSHIP BATON ROUGE MSA LIMITED PARTNERSHIP NOTES TO UNAUDITED COMBINED FINANCIAL STATEMENTS 7. Contingencies and Commitments: On June 28, 1993, an applicant for an unserved area license in the Los Angeles market filed an informal objection with the FCC to one of the Partnerships' System Information Update map. The applicant claims the Partnership was not legally authorized to provide service in parts of its described service area. The applicant requests that the FCC correct the Partnership's service area to eliminate such areas and suggests the FCC impose "such sanctions as it deems appropriate." The Partnership filed a response with the FCC in which it reported that, in its review of the applicant's allegations, it found certain errors that were made in its filings but disputed any of these were intentional. The FCC could assess penalties against the Partnership for nonconformance with its license. The outcome of this matter remains uncertain and, accordingly, the Partnership has not recorded an accrual. The Partnership intends to defend its position vigorously. The Partnership filed for its 10-year license renewal for the Los Angeles market on August 30, 1993. The Partnership is currently operating with FCC authority while the renewal application is pending resolution of the FCC's decision on claims mentioned above. The Partnership fully expects that its license will be renewed. One of the Partnerships has been named in three separate complaints served by agents of the competing carrier of the Partnership against the competitor. The general allegations include violations of California Unfair Practices Act and price fixing. The ultimate outcome of these actions is uncertain at this time. Accordingly, no accrual for these contingencies has been made. The Partnership intends to defend its position vigorously. On November 24, 1993, a class action suit was filed against one of the Partnerships and another cellular carrier alleging conspiracy to fix the price of cellular service in violation of state and federal antitrust laws. The plaintiffs are seeking substantial monetary damages and injunctive relief in excess of $100 million. The outcome of this matter is uncertain and, accordingly, the Partnership has not recorded an accrual. The Partnership intends to defend its position vigorously. On July 18, 1994, one of the Partnerships was served with a class action suit on behalf of the Partnership's contract Agents and Dealers. The complaint alleges "predatory practices" and seeks damages in excess of $1.6 million per agent and dealer, plus statutory treble damages. The outcome of this matter is uncertain and, accordingly, the Partnership has not recorded an accrual. The Partnership intends to defend its position vigorously. On October 17, 1994, a class action suit was filed against one of the Partnerships. The suit alleges a conspiracy with a competing carrier to fix the prices of cellular service in violation of federal antitrust laws. The plaintiffs are seeking damages for the class of an unspecified sum. The outcome of this matter is uncertain and, accordingly, the Partnership has not recorded an accrual. The Partnership intends to defend its position vigorously. One of the Partnerships is a party to various other lawsuits arising in the ordinary course of business. In the opinion of management, based on a review of such litigation with legal counsel, any losses resulting from these actions are not expected to materially impact the financial condition of the Partnership. Two of the Partnerships provide cellular service and sell cellular telephones to diversified groups of consumers within concentrated geographical areas. The general partner performs credit evaluations of the Partnerships' customers and generally does not require collateral. Receivables are generally due within 30 days. Credit losses related to customers have been within management's expectations. 9 LOS ANGELES SMSA LIMITED PARTNERSHIP NASHVILLE/CLARKSVILLE MSA LIMITED PARTNERSHIP BATON ROUGE MSA LIMITED PARTNERSHIP NOTES TO UNAUDITED COMBINED FINANCIAL STATEMENTS - (Continued) One of the Partnerships purchases substantially all of its equipment from one supplier. The General Partner of two of the Partnerships entered into agreements with an equipment vendor on behalf of the Partnerships to replace the Partnerships' cellular equipment with new cellular technology which will support both analog and digital voice transmissions. 10 EX-23 2 EXHIBIT 23-1 Exhibit 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Form 10-K, of United States Cellular Corporation of our report dated February 7, 1994 (except with respect to the matters discussed in the fifth, seventh and eighth paragraphs of Note 3, as to which the date is October 17, 1994), on the consolidated financial statements of United States Cellular Corporation and Subsidiaries (the "Company") included in the Company's 1993 Annual Report to Shareholders, to the inclusion in this Form 10-K, of our report dated February 7, 1994 (except with respect to the matters discussed in the fifth, seventh and eighth paragraphs of Note 3, as to which the date is October 17, 1994), on the financial statement schedules of the Company, and to the inclusion of our compilation report dated February 11, 1994 (except with respect to the matters discussed in the third, fifth and sixth paragraphs of Note 7, as to which the date is October 17, 1994), on the combined financial statements of the Los Angeles SMSA Limited Partnership, the Nashville/Clarksville MSA Limited Partnership and the Baton Rouge MSA Limited Partnership, and to the incorporation of such reports into the Company's previously filed S-4 Registration Statement, File No. 33-41826, and into the Company's previously filed S-8 Registration Statements, File No. 33-30327, File No. 33-38129, File No. 33-42558, and File No. 33-53940. ARTHUR ANDERSEN LLP Chicago, Illinois November 2, 1994 EX-23 3 EXHIBIT 23-2 Exhibit 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the inclusion in this Form 10-K/A-1, of United States Cellular Corporation of our report, which includes explanatory paragraphs relating to contigencies, dated February 4, 1994, except for the information presented in paragraphs three, five and six of Note 9, as to which the date is October 17, 1994, on our audits of the financial statements of the Los Angeles SMSA Limited Partnership as of December 31, 1993 and 1992, and for each of the three years in the period ended December 31, 1993; such financial statements are not included separately in this Form 10-K/A-1. COOPERS & LYBRAND L.L.P. Newport Beach, California November 2, 1994 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the inclusion in this Form 10-K, of United States Cellular Corporation of our reports dated February 11, 1994, February 11, 1993 and February 10, 1992, respectively, on our audits of the financial statements of the Nashville/Clarksville MSA Limited Partnership as of December 31, 1993, 1992 and 1991, and for the years ended December 31, 1993, 1992 and 1991; such financial statements are not included separately in this Form 10-K. COOPERS & LYBRAND L.L.P. Atlanta, Georgia November 2, 1994 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the inclusion in this Form 10-K, of United States Cellular Corporation of our reports dated February 11, 1994, February 11, 1993 and February 11, 1992, respectively, on our audits of the financial statements of the Baton Rouge MSA Limited Partnership as of December 31, 1993, 1992 and 1991, and for the years ended December 31, 1993, 1992 and 1991; such financial statements are not included separately in this Form 10-K. COOPERS & LYBRAND L.L.P. Atlanta, Georgia November 2, 1994 -----END PRIVACY-ENHANCED MESSAGE-----