8-K

FORM 8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 22, 2004

UNITED STATES CELLULAR CORPORATION
(Exact name of registrant as specified in its charter)

Delaware
(State or other
jurisdiction of
incorporation) 001-9712
(Commission
File Number) 62-1147325
(IRS Employer
Identification No.)

      8410 West Bryn Mawr, Suite 700, Chicago, Illinois      
         (Address of principal executive offices)    60631   
(Zip Code)

Registrant's telephone number, including area code: (773) 399-8900

  Not Applicable  
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

        On December 22, 2004, United States Cellular Corporation (“U.S. Cellular”) issued a news release announcing a restatement of certain financial information previously reported for the third quarter of 2004, as discussed in Item 4.02(a) below. A copy of the news release is attached hereto as Exhibit 99.1.

        The information in this Item 2.02 of this Current Report on 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 4.02(a). Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

        Based on the recommendation of management, on December 22, 2004, the audit committee of U.S. Cellular determined that the Consolidated Statements of Cash Flows included in the Quarterly Report on Form 10-Q for the period ended September 30, 2004 should be restated to correct the classification of approximately $68.1 million of accreted interest paid on the redemption of U.S. Cellular’s Liquid Yield Option Notes (“LYONs”). As a result, U.S. Cellular intends to file an amended Form 10-Q to restate the Consolidated Statements of Cash Flows for the nine months ended September 30, 2004. The restatement will reclassify the accreted interest portion of the LYONs that were redeemed in July 2004 from “Cash Flows From Financing Activities” to “Cash Flows From Operating Activities.” This restatement will have no effect on U.S. Cellular’s “Net increase (decrease) in cash and cash equivalents” for the nine months ended September 30, 2004, and will only change the classification of cash flow items. The restatement of the Consolidated Statements of Cash Flows will have no impact on revenues, expenses, net income, earnings per share, or any balance sheet items. The following table shows the effect of the reclassification on the affected captions of the Consolidated Statements of Cash Flows.

(Dollars in thousands) Nine Months Ended September 30, 2004

Caption of Consolidated Statements of Cash Flows	As Previously Reported			Reclassification			As Restated
Cash Flows from Operating Activities	$	383,814		$	(68,056	)	$	315,758
Cash Flows from Financing Activities		(47,417	)		68,056			20,639
Net Increase (Decrease) in Cash and Cash
Equivalents	$	20,869		$	0		$	20,869

        The restatement of the Form 10-Q triggers a default under the revolving credit agreement between U.S. Cellular and certain lenders and under certain monetization agreements between subsidiaries of U.S. Cellular and a counterparty. However, U.S. Cellular was not in violation of any financial covenants. U.S. Cellular did not fail to make any scheduled payment of principal or interest under such revolving credit agreement or monetization agreements. U.S. Cellular has received waivers from the lenders

associated with the revolving credit agreements and from the counterparty to the monetization agreements, under which the lenders and the counterparty agreed to waive any defaults that may have occurred as a result of the restatement.

        Management and the audit committee of U.S. Cellular have discussed the matters disclosed in this filing with PricewaterhouseCoopers LLP, U.S. Cellular’s independent accountants.

        As a result of the foregoing, on December 22, 2004, the audit committee of U.S. Cellular concluded that the financial statements included in the Quarterly Report on Form 10-Q for the period ended September 30, 2004 should not be relied upon. U.S. Cellular intends to file the amendment to the Form 10-Q for the period ended September 30, 2004 as soon as practically possible.

Item 9.01. Financial Statements and Exhibits

(c)      Exhibits:

        In accordance with the provisions of Item 601 of Regulation S-K, any Exhibits filed herewith are set forth on the Exhibit Index attached hereto.

SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.

United States Cellular Corporation
(Registrant)

Date: December 23, 2004

By:	/s/ Thomas S. Weber
	Thomas S. Weber
	Vice President and Controller (Principal Accounting Officer)

EXHIBIT INDEX

The following exhibits are filed herewith as noted below.

Exhibit Number	Description of Exhibit
99.1	Press Release dated December 22, 2004

EX-99

Exhibit 99.1

Contact: Kenneth R. Meyers, Executive Vice President - Finance - U.S. Cellular
(773) 399-8900 kmeyers@uscellular.com

Mark A. Steinkrauss, Vice President - Corporate Relations - TDS
(312) 592-5384 mark.steinkrauss@teldta.com

FOR RELEASE: IMMEDIATE

USM TO RESTATE CASH FLOW STATEMENT FOR SEPTEMBER 30, 2004
No impact on revenues, expenses, net income, earnings per share or balance sheet

CHICAGO – Dec. 22, 2004 – United States Cellular Corporation [AMEX:USM] today announced that it will restate its Consolidated Statements of Cash Flows for the nine months ended September 30, 2004. The company’s Consolidated Statements of Operations and Consolidated Balance Sheets will not change. The restatement will reflect only a reclassification between Cash Flows From Financing Activities and Cash Flows From Operating Activities. The restatement will have no effect on U.S. Cellular’s Net increase in cash and cash equivalents.

In the third quarter of 2004, U.S. Cellular repaid certain zero coupon debt at its accreted value of $163.3 million. The entire amount was classified as Repayment of long-term debt under Cash Flows From Financing Activities on the Consolidated Statements of Cash Flows.

In the restated Consolidated Statements of Cash Flows, $68.1 million will be reclassified from Repayment of long-term debt under Cash Flows From Financing Activities to Accreted interest on repayment of long-term debt under Cash Flows From Operating Activities. As a result, Cash Flows From Financing Activities will increase by $68.1 million from $(47.4) million to $20.6 million and Cash Flows From Operating Activities will decrease by $68.1 million from $383.8 million to $315.8 million.

All of the numbers discussed above are rounded.

No other amounts in the company’s financial statements will change.

As a result of the restatement, the previously reported Consolidated Statements of Cash Flows for September 30, 2004 should not be relied upon. The company intends to file an amendment to its Form 10-Q for the period ended September 30, 2004 Form 10-Q as promptly as possible.

As of Sept. 30, U.S. Cellular Corporation, the nation’s seventh largest wireless service carrier, provided wireless service to 4.8 million customers in 26 states. The Chicago-based company operates on a customer satisfaction strategy, meeting customer needs by providing a

comprehensive range of wireless products and services, superior customer support and a high-quality network.

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995: All information set forth in this news release, 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 the company to start up the operations of the licensed areas involved in the AT&T Wireless transaction completed in August 2003; the ability of the company to successfully manage and grow the operations of the Chicago MTA and newly launched markets; changes in the overall economy; changes in competition in the markets in which the company operates; advances in telecommunications technology; the impact of wireless 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 our debt securities by nationally accredited ratings organizations; pending and future litigation; acquisitions/divestitures of properties and/or licenses; and changes in customer growth rates, average monthly revenue per unit, churn rates, roaming rates and the mix of products and services offered in the company’s markets. Investors are encouraged to consider these and other risks and uncertainties that are discussed in the Form 8-K used by U.S. Cellular to furnish this press release to the Securities and Exchange Commission, which are incorporated by reference herein.

U.S. Cellular’s web site is www.uscellular.com