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): May 6, 2009

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

Delaware
(State or other
jurisdiction of
incorporation)  1-9712
(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 May 6, 2009, United States Cellular Corporation (“U.S. Cellular”) issued a news release announcing its results of operations for the period ended March 31, 2009. A copy of the news release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

          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 9.01. Financial Statements and Exhibits

        (d) Exhibits:

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

             Attached as Exhibit 99.2 is a safe harbor cautionary statement under the Private Securities Litigation Reform Act of 1995.

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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: May 6, 2009

By:	/s/ Steven T. Campbell
	Steven T. Campbell Executive Vice President – Finance,               Chief Financial Officer and Treasurer

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EXHIBIT INDEX

The following exhibits are filed or furnished herewith as noted below.

Exhibit No.
	Description
99.1	Earnings Press Release dated May 6, 2009
99.2	Private Securities Litigation Reform Act of 1995 Safe Harbor Cautionary Statement

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EX-99

Exhibit 99.1

                                                                                                                                                             NEWS RELEASE

As previously announced, U.S. Cellular^® will hold a teleconference on May 6, 2009, at 10:00 a.m. Chicago time. Interested parties may listen to the call live via the Internet by accessing the Conference Calls page of www.teldta.com or www.uscc.com.

Contact:	Mark A. Steinkrauss, Vice President, Corporate Relations (312) 592-5384 mark.steinkrauss@teldta.com
	Julie D. Mathews, Manager, Investor Relations (312) 592-5341 julie.mathews@teldta.com

FOR RELEASE: IMMEDIATE

U.S. CELLULAR REPORTS INCREASES IN SERVICE, DATA REVENUES 

Service and data revenues increase 2 and 36 percent in the quarter 

Note: Comparisons are year over year unless otherwise noted.

1Q 2009 Highlights

§	2 percent increase in service revenues, to $981.9 million.
§	36 percent increase in data revenues, to $157.0 million, representing 16 percent of service revenues.
§	1 percent increase in ARPU (average monthly service revenue per unit), to $52.54.
§	Postpay churn remained low at 1.5 percent; postpay customers comprised 95 percent of retail customers.
§	8 percent increase in cell sites in service, to 6,942, of which approximately 4,000 are company-owned.
§	Repurchased 367,000 common shares for $13.3 million to offset dilution from employee benefit plans.

CHICAGO – May 6, 2009 – United States Cellular Corporation [NYSE:USM] reported service revenues of $981.9 million for the first quarter of 2009, a 2 percent increase from $962.1 million in the comparable period one year ago. The company recorded operating income of $114.8 million, down from $119.0 million in the first quarter of 2008. Net income attributable to U.S. Cellular and related Diluted earnings per share were $84.6 million and $0.97, respectively, for the first quarter of 2009, compared to $70.6 million and $0.80, respectively, in the comparable period one year ago.

“We had solid gains in postpay customers, who are the cornerstone of our strategy,” said John E. Rooney, U.S. Cellular president and CEO. “These postpay customers make up 95 percent of U.S. Cellular’s retail base, and they are buying more of our smart phones and touchscreen phones, and using more of our data services.

“As a result,” added Rooney, “we had strong gains in data revenues and increased service revenues despite a loss in roaming revenues resulting from the acquisition of Alltel Corporation by Verizon Wireless. Also, U.S. Cellular has had 14 consecutive quarters of year-over-year ARPU growth. And, we kept churn low—a sign that our customer satisfaction strategy continues to be effective.

“To keep our product mix optimized, we rolled out new handsets in the quarter, and brought the HTC Touch Pro™ to our lineup in April,” continued Rooney. “Sales of all smartphones and premium devices, including our BlackBerry® and Windows Mobile® solutions, have nearly tripled year over year. As we expand our 3G network to more of our cell sites, we expect continued revenue growth in this area.

“We are committed to growing U.S. Cellular for the long term,” said Rooney, “and we have the sound strategy and dedicated associates to provide quality services and products and unmatched customer support. We recently received a seventh-consecutive award for call quality from J.D. Power and Associates. We’re proud of our network, and we’re proud to be a company our customers can believe in.”

Guidance

Guidance for the year ending Dec. 31, 2009 is as follows. Guidance is unchanged from Feb. 26, 2009. There can be no assurance that final results will not differ materially from this guidance.

U.S. Cellular 2009 guidance as of May 6, 2009 is as follows:

Net Retail Customer Additions	75,000 - 150,000
Service Revenues	$3,900 - $4,000 million
Operating Income(1)	$275 - $350 million
Depreciation, Amortization & Accretion(1)	Approx. $600 million
Capital Expenditures	Approx. $575 million

⁽¹⁾ Includes losses on disposals of assets.

The foregoing guidance represents the views of management as of May 6, 2009 and should not be assumed to be accurate as of any other date. U.S. Cellular undertakes no legal duty to update such information, whether as a result of new information, future events, or otherwise.

Conference call information

U.S. Cellular will hold a conference call on May 6, 2009 at 10:00 a.m. Chicago time.

§	Access the live call online on the Conference Calls page of www.uscellular.com or at http://phx.corporate-ir.net/phoenix.zhtml?p=irol-eventDetails&c=67422&eventID=2189425
§	Access the call by phone at 800/706-9695 (US/Canada) and use conference ID #96977513.

Before the call, certain financial and statistical information to be discussed during the call will be posted to the Conference Calls page of www.uscellular.com, together with reconciliations to generally accepted accounting principles (GAAP) of any non-GAAP information to be disclosed. The call will be archived on the Conference Calls page of www.uscellular.com.

About U.S. Cellular

United States Cellular Corporation, the nation's fifth-largest, full-service wireless carrier, provides a comprehensive range of wireless products and services, excellent customer support, and a high-quality network to nearly 6.2 million customers in 26 states. The Chicago-based company employed approximately 8,800 full-time equivalent associates as of March 31, 2009. For more information about U.S. Cellular, visit www.uscellular.com.

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, projections, and assumptions, 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: The ability of the company to successfully manage and grow its markets; the current credit crisis affecting financial markets , and its effects on the overall economy; competition; the state and federal telecommunications regulatory environment; the value of assets and investments; adverse changes in the ratings afforded the company's debt securities by accredited ratings organizations; industry consolidation; advances in telecommunications technology; uncertainty of access to the capital markets; pending and future litigation; changes in income tax rates, laws, regulations or rulings; acquisitions/divestitures of properties and/or licenses; changes in customer growth rates, average monthly revenue per unit, churn rates, roaming revenue and terms, the availability of handset devices, or the mix of products and services offered by the company; and the ability to obtain or maintain roaming arran gements with other carriers. 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 SEC, which are incorporated by reference herein.

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UNITED STATES CELLULAR CORPORATION
SUMMARY OPERATING DATA
Quarter Ended	3/31/2009			12/31/2008			9/30/2008			6/30/2008			3/31/2008
Total Population:
Consolidated markets (1)		83,726,000			83,014,000			82,875,000			82,875,000			82,846,000
Consolidated operating markets (1)		46,306,000			46,009,000			45,493,000			45,493,000			45,262,000
All customers:
Total at end of period		6,243,000			6,196,000			6,176,000			6,194,000			6,175,000
Gross additions		404,000			395,000			367,000			365,000			408,000
Net additions (losses)		47,000			20,000			(18,000	)		16,000			73,000
Market penetration at end of period:
Consolidated markets (2)		7.5	%		7.5	%		7.5	%		7.5	%		7.5	%
Consolidated operating markets (2)		13.5	%		13.5	%		13.6	%		13.6	%		13.6	%
Retail customers:
Total at end of period		5,770,000			5,707,000			5,674,000			5,677,000			5,640,000
Gross additions		366,000			352,000			325,000			318,000			360,000
Net postpay additions		60,000			41,000			12,000			33,000			72,000
Net prepay additions (losses)		3,000			(8,000	)		(15,000	)		1,000			13,000
Cell sites in service		6,942			6,877			6,716			6,596			6,452
Average monthly revenue per unit (3)	$	52.54		$	52.71		$	54.59		$	53.27		$	52.24
Retail service revenue per unit (3) (5)	$	46.78		$	46.43		$	46.97		$	46.53		$	46.18
Inbound roaming revenue per unit (3) (5)	$	3.21		$	4.25		$	5.03		$	4.54		$	3.95
Other revenue per unit (3) (5)	$	2.55		$	2.03		$	2.59		$	2.20		$	2.11
Postpay churn rate (4)		1.5	%		1.6	%		1.6	%		1.4	%		1.4	%
Construction expenditures (000s)	$	137,700		$	190,000		$	146,100		$	137,800		$	111,700

(1)	“Total population of consolidated markets” and “Total population of consolidated operating markets” are used only for the purposes of calculating market penetration of consolidated markets and consolidated operating markets, respectively, which is calculated by dividing customers by the total market population (without duplication of population in overlappingmarkets).
(2)	Calculated by dividing the number of wireless customers at the end of the period by the total population of consolidated markets and consolidated operating markets, respectively, as estimated by Claritas.
(3)	Per unit revenue measurements are derived from Service Revenues as reported in Financial Highlights for each respective quarter as follows:

Service Revenues (000s)	$	981,874	$	976,952	$	1,013,928	$	987,352	$	962,094
Components:
Retail service revenue (000s)		874,098		860,503		872,397		862,392		850,470
Inbound roaming revenue (000s)		60,057		78,768		93,472		84,201		72,755
Other revenue (000s)		47,719		37,681		48,059		40,759		38,869
Divided by average customers (000s)		6,229		6,178		6,191		6,178		6,139
Divided by three months in each quarter		3		3		3		3		3
Average monthly revenue per unit	$	52.54	$	52.71	$	54.59	$	53.27	$	52.24
Retail service revenue per unit	$	46.78	$	46.43	$	46.97	$	46.53	$	46.18
Inbound roaming revenue per unit	$	3.21	$	4.25	$	5.03	$	4.54	$	3.95
Other revenue per unit	$	2.55	$	2.03	$	2.59	$	2.20	$	2.11

(4)	Postpay churn rate is calculated by dividing the total postpay customer disconnects during the quarter by the average postpay customer base for the quarter.
(5)	Long-distance revenue was reclassified in the fourth quarter of 2008 from Long-distance/Other revenue to Retail service revenue and Inbound roaming revenue. Previous quarters have been adjusted to reflect this change.
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United States Cellular Corporation
Consolidated Statement of Operations Highlights
Three Months Ended March 31,
(Unaudited, dollars and shares in thousands, except per share amounts)
							Increase (Decrease)
	2009			2008			Amount			Percent
Operating revenues
Service	$	981,874		$	962,094		$	19,780		2	%
Equipment sales		70,890			75,762			(4,872	)	(6	%)
Total operating revenues		1,052,764			1,037,856			14,908		1	%
Operating expenses
System operations (excluding Depreciation, amortization and accretion                     reported below)		200,003			191,016			8,987		5	%
Cost of equipment sold		185,701			178,045			7,656		4	%
Selling, general and administrative		412,448			403,626			8,822		2	%
Depreciation, amortization and accretion		137,651			142,530			(4,879	)	(3	%)
Loss on asset disposals, net		2,191			3,673			(1,482	)	(40	%)
Total operating expenses		937,994			918,890			19,104		2	%
Operating income		114,770			118,966			(4,196	)	(4	%)
Investment and other income (expense)
Equity in earnings of unconsolidated entities		25,327			21,235			4,092		19	%
Interest and dividend income		477			1,905			(1,428	)	(75	%)
Interest expense		(19,022	)		(20,115	)		1,093		5	%
Other, net		280			118			162		N/M
Total investment and other income (expense)		7,062			3,143			3,919		N/M
Income before income taxes		121,832			122,109			(277	)	---
Income tax expense		31,232			47,540			(16,308	)	(34	%)
Net income		90,600			74,569			16,031		21	%
Less: Net income attributable to noncontrolling interests, net of tax		(6,008	)		(4,012	)		(1,996	)	(50	%)
Net income attributable to U.S. Cellular	$	84,592		$	70,557		$	14,035		20	%
Basic weighted average shares outstanding		87,196			87,571			(375	)	---
Basic earnings per share attributable to  U.S. Cellular shareholders	$	0.97		$	0.81		$	0.16		20	%
Diluted weighted average shares outstanding		87,446			88,064			(618	)	(1	%)
Diluted earnings per share attributable to U.S. Cellular shareholders	$	0.97		$	0.80		$	0.17		21	%
N/M - Percentage change not meaningful
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United State Cellular Corporation
Consolidated Balance Sheet Highlights
(Unaudited, dollars in thousands)
ASSETS
	March 31,		December 31,
	2009		2008
Current assets
Cash and cash equivalents	$	191,797	$	170,996
Accounts receivable from customers and other		414,383		419,619
Inventory		108,051		116,564
Prepaid income taxes		---		22,515
Prepaid expenses		57,766		51,645
Net deferred income tax asset		19,481		19,481
Other current assets		8,283		14,227
		799,761		815,047
Investments
Licenses		1,445,665		1,433,415
Goodwill		494,737		494,279
Customer lists		7,656		8,936
Investments in unconsolidated entities		175,571		156,637
Notes and interest receivable – long-term		4,265		4,297
		2,127,894		2,097,564
Property, plant and equipment
In service and under construction		5,527,778		5,884,383
Less: accumulated depreciation		2,904,973		3,264,007
		2,622,805		2,620,376
Other assets and deferred charges		69,495		33,055
Total assets	$	5,619,955	$	5,566,042
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United States Cellular Corporation
Consolidated Balance Sheet Highlights
(Unaudited, dollars in thousands)
LIABILITIES AND SHAREHOLDERS' EQUITY
	March 31,			December 31,
	2009			2008
Current liabilities
Current portion of long-term debt	$	10,086		$	10,258
Accounts payable
Affiliated		7,255			9,613
Trade		218,031			248,785
Customer deposits and deferred revenues		149,690			151,082
Accrued taxes		34,729			17,643
Accrued compensation		43,202			55,969
Other current liabilities		106,858			108,533
		569,851			601,883
Deferred liabilities and credits
Net deferred income tax liability		481,196			478,106
Other deferred liabilities and credits		236,478			233,619
		717,674			711,725
Long-term debt		997,534			996,636
Commitments and contingencies
Noncontrolling interests with redemption features		612			589
Equity
U.S. Cellular shareholders' equity
Common Shares, par value $1 per share		55,068			55,068
Series A Common Shares, par value $1 per share		33,006			33,006
Additional paid-in capital		1,343,599			1,340,146
Treasury shares		(61,835	)		(50,258	)
Retained earnings		1,911,995			1,828,680
Total U.S. Cellular shareholders' equity		3,281,833			3,206,642
Noncontrolling interests		52,451			48,567
Total equity		3,334,284			3,255,209
Total liabilities and equity	$	5,619,955		$	5,566,042
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United States Cellular Corporation
Consolidated Statement of Cash Flows
Three Months Ended March 31,
(Unaudited, dollars in thousands)
	2009			2008
Cash flows from operating activities
Net income	$	90,600		$	74,569
Add (deduct) adjustments to reconcile net income to net cash flows from operating activities
Depreciation, amortization and accretion		137,651			142,530
Bad debts expense		18,704			17,962
Stock-based compensation expense		2,964			1,773
Deferred income taxes, net		1,673			15,926
Equity in earnings of unconsolidated entities		(25,327	)		(21,235	)
Distributions from unconsolidated entities		5,908			6,933
Loss on asset disposals, net		2,191			3,673
Excess tax benefit from stock awards		(3	)		(764	)
Other noncash expense		443			443
Changes in assets and liabilities from operations
Accounts receivable		(13,468	)		(8,615	)
Inventory		7,204			(13,697	)
Accounts payable - trade		(30,754	)		(2,418	)
Accounts payable - affiliate		(2,358	)		(117	)
Customer deposits and deferred revenues		(1,392	)		6,515
Accrued taxes		39,591			32,949
Accrued interest		9,337			9,337
Other assets and liabilities		(57,402	)		(35,967	)
		185,562			229,797
Cash flows from investing activities
Additions to property, plant and equipment		(137,741	)		(111,690	)
Cash received from divestitures		---			6,838
Cash paid for acquisitions and licenses		(12,127	)		(102,000	)
Other investing activities		240			239
		(149,628	)		(206,613	)
Cash flows from financing activities
Common shares reissued for benefit plans, net of tax payments		356			(2,526	)
Common shares repurchased		(13,291	)		(6,201	)
Excess tax benefit from stock awards		3			764
Distributions to noncontrolling interests		(2,101	)		(3,231	)
Other financing activities		(100	)		(48	)
		(15,133	)		(11,242	)
Net increase (decrease) in cash and cash equivalents		20,801			11,942
Cash and cash equivalents
Beginning of period		170,996			204,533
End of period	$	191,797		$	216,475
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EX-99

Exhibit 99.2

PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
SAFE HARBOR CAUTIONARY STATEMENT

This Form 8-K and/or press release attached to this Form 8-K contain statements that are not based on historical facts and represent forward-looking statements, as this term is defined in the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, that address activities, events or developments that U.S. Cellular intends, expects, projects, believes, estimates, plans or anticipates will or may occur in the future are forward-looking statements. The words “believes,” “anticipates,” “estimates,” “expects,” “plans,” “intends,” “projects” and similar expressions are intended to identify these forward-looking statements, but are not the exclusive means of identifying them. Such forward-looking statements involve known and unknown risks, uncertainties and other factors tha t may cause actual results, events or developments to be significantly different from any future results, events or developments expressed or implied by such forward-looking statements. Such risks, uncertainties and other factors include those set forth below, as more fully discussed under “Risk Factors” in the most recent filing of U.S. Cellular’s Form 10-K, as updated by any U.S. Cellular Form 10-Q filed subsequent to such Form 10-K. However, such factors are not necessarily all of the important factors that could cause actual results, performance or achievements to differ materially from those expressed in, or implied by, the forward-looking statements contained in this document. Other unknown or unpredictable factors also could have material adverse effects on future results, performance or achievements. U.S. Cellular undertakes no obligation to update publicly any forward-looking statements whether as a result of new information, future events or otherwise. You should carefully consider t he Risk Factors in the most recent filing of U.S. Cellular’s Form 10-K, as updated by any U.S. Cellular Form 10-Q filed subsequent to such Form 10-K, the following factors and other information contained in, or incorporated by reference into, this Form 8-K and/or press release attached to this Form 8-K to understand the material risks relating to U.S. Cellular’s business.

Intense competition in the markets in which U.S. Cellular operates could adversely affect U.S. Cellular's revenues or increase its costs to compete.

A failure by U.S. Cellular’s service offerings to meet customer expectations could limit U.S. Cellular’s ability to attract and retain customers and could have an adverse effect on U.S. Cellular’s operations.

U.S. Cellular’s system infrastructure may not be capable of supporting changes in technologies and services expected by customers, which could result in lost customers and revenues.

An inability to obtain or maintain roaming arrangements with other carriers on terms that are acceptable to U.S. Cellular could have an adverse effect on U.S. Cellular’s business, financial condition or results of operations.

U.S. Cellular currently receives a significant amount of roaming revenues. As a result of recent acquisitions by other companies in the wireless industry, U.S. Cellular's roaming revenues have declined. U.S. Cellular anticipates that this trend will increase over the next several quarters. Further industry consolidation and continued build outs by existing and new wireless carriers could cause roaming revenues to decline even more, which would have an adverse effect on U.S. Cellular's business, financial condition and results of operations.

A failure by U.S. Cellular to obtain access to adequate radio spectrum could have an adverse effect on U.S. Cellular’s business and operations.

To the extent conducted by the FCC, U.S. Cellular is likely to participate in FCC auctions of additional spectrum in the future as an applicant or as a non-controlling partner in another auction applicant and, during certain periods, will be subject to the FCC’s anti-collusion rules, which could have an adverse effect on U.S. Cellular.

An inability to attract and/or retain management, technical, sales and other personnel could have an adverse effect on U.S. Cellular’s business, financial condition or results of operations.

 

U.S. Cellular’s assets are concentrated in the U.S. wireless telecommunications industry. As a result, its results of operations may fluctuate based on factors related entirely to conditions in this industry.

The completion of acquisitions has led to increased consolidation in the wireless telecommunications industry. U.S. Cellular's lower scale relative to larger wireless carriers has in the past and could in the future prevent or delay its access to new products including handsets, new technology and/or new content and applications which could adversely affect U.S. Cellular's ability to attract and retain customers and, as a result, could adversely affect its business, financial condition or results of operations.

Inability to manage its supply chain or inventory successfully could have an adverse effect on U.S. Cellular's business, financial condition or results of operations.

Changes in general economic and business conditions, both nationally and in the markets in which U.S. Cellular operates, could have an adverse effect on U.S. Cellular’s business, financial condition or results of operations.

Changes in various business factors could have an adverse effect on U.S. Cellular’s business, financial condition or results of operations.

Advances or changes in telecommunications technology, such as Voice over Internet Protocol ("VoIP"), High-Speed Packet Access, WiMAX or Long-Term Evolution ("LTE"), could render certain technologies used by U.S. Cellular obsolete, could reduce U.S. Cellular’s revenues or could increase its costs of doing business.

Changes in U.S. Cellular’s enterprise value, changes in the market supply or demand for wireless licenses, adverse developments in the business or the industry in which U.S. Cellular is involved and/or other factors could require U.S. Cellular to recognize impairments in the carrying value of its license costs, goodwill, customer lists and/or physical assets.

Costs, integration problems or other factors associated with acquisitions/divestitures of properties or licenses and/or expansion of U.S. Cellular’s business could have an adverse effect on U.S. Cellular’s business, financial condition or results of operations.

A significant portion of U.S. Cellular’s revenues is derived from customers who buy services through independent agents who market U.S. Cellular’s services on a commission basis. If U.S. Cellular’s relationships with these agents are seriously harmed, its revenues could be adversely affected.

U.S. Cellular’s investments in technologies which are unproven or for which success has not yet been demonstrated may not produce the benefits that U.S. Cellular expects.

A failure by U.S. Cellular to complete significant network construction and systems implementation activities as part of its plans to improve the quality, coverage, capabilities and capacity of its network and support systems could have an adverse effect on its operations.

Financial difficulties (including bankruptcy proceedings) of U.S. Cellular’s key suppliers or vendors, termination or impairment of U.S. Cellular’s relationships with such suppliers or vendors, or a failure by U.S. Cellular to manage its supply chain effectively could result in delays or termination of U.S. Cellular’s receipt of required equipment or services, or could result in excess quantities of required equipment or services, any of which could adversely affect U.S. Cellular’s business, financial condition or results of operations.

U.S. Cellular has significant investments in entities that it does not control. Losses in the value of such investments could have an adverse effect on U.S. Cellular’s financial condition or results of operations.

 

A material disruption in U.S. Cellular’s telecommunication networks or information technology, including breaches of network or information technology security, could have an adverse effect on U.S. Cellular’ business, financial condition or results of operations.

Wars, conflicts, hostilities and/or terrorist attacks or equipment failures, power outages, natural disasters or other events could have an adverse effect on U.S. Cellular’s business, financial condition or results of operations.

The market price of U.S. Cellular’s Common Shares is subject to fluctuations due to a variety of factors.

Changes in interpretations of accounting requirements, changes in industry practice, identification of errors or changes in management assumptions could require amendments to or restatements of financial information or disclosures included in this or prior filings with the SEC.

Restatements of financial statements by U.S. Cellular and related matters, including resulting delays in filing periodic reports with the SEC, could have an adverse effect on U.S. Cellular’s business, financial condition or results of operations.

The existence of material weaknesses in the effectiveness of internal control over financial reporting could result in inaccurate financial statements or other disclosures or failure to prevent fraud, which could have an adverse effect on U.S. Cellular’s business, financial condition or results of operations.

Changes in facts or circumstances, including new or additional information that affects the calculation of potential liabilities for contingent obligations under guarantees, indemnities or otherwise, could require U.S. Cellular to record charges in excess of amounts accrued in the financial statements, if any, which could have an adverse effect on U.S. Cellular’s financial condition or results of operations.

Early redemptions or repurchases of debt, issuances of debt, changes in operating leases, changes in purchase obligations or other factors or developments could cause the amounts reported under Contractual Obligations in U.S. Cellular's most recent Annual Report on Form 10-K, as updated by the Quarterly Reports on Form 10-Q, to be different from the amounts actually incurred.

An increase in the amount of U.S. Cellular’s debt in the future could subject U.S. Cellular to higher interest costs and restrictions on its financing, investing and operating activities and could decrease its net income and cash flows.

Recent market events and conditions, including disruption in credit and other financial markets and the deterioration of U.S. and global economic conditions, could, among other things, impede U.S. Cellular's access to or increase the cost of financing its operating and investment activities and/or result in reduced revenues and lower operating income and cash flows, which would have an adverse effect on U.S. Cellular's financial condition or results of operations.

Uncertainty of access to capital for telecommunications companies, deterioration in the capital markets, other changes in market conditions, changes in U.S. Cellular’s credit ratings or other factors could limit or restrict the availability of financing on terms and prices acceptable to U.S. Cellular, which could require U.S. Cellular to reduce its construction, development or acquisition programs.

Changes in the regulatory environment or a failure by U.S. Cellular to timely or fully comply with any applicable regulatory requirements could adversely affect U.S. Cellular’s financial condition, results of operations or ability to do business.

Changes in USF funding and/or intercarrier compensation could have a material adverse impact on U.S. Cellular’s financial position or results of operations.

 

Changes in income tax rates, laws, regulations or rulings, or federal or state tax assessments could have an adverse effect on U.S. Cellular’s financial condition or results of operations.

Settlements, judgments, restraints on its current or future manner of doing business and/or legal costs resulting from pending and future litigation could have an adverse effect on U.S. Cellular’s financial condition, results of operations or ability to do business.

The possible development of adverse precedent in litigation or conclusions in professional studies to the effect that radio frequency emissions from handsets, wireless data devices and/or cell sites cause harmful health consequences, including cancer or tumors, or may interfere with various electronic medical devices such as pacemakers, could have an adverse effect on U.S. Cellular’s business , financial condition or results of operations.

Claims of infringement of intellectual property and proprietary rights of others, primarily involving patent infringement claims, could prevent U.S. Cellular from using necessary technology to provide services or subject U.S. Cellular to expensive intellectual property litigation or monetary penalties, which could have an adverse effect on U.S. Cellular's business, financial condition o r results of operations.

There are potential conflicts of interests between TDS and U.S. Cellular.

Certain matters, such as control by TDS and provisions in the U.S. Cellular Restated Certificate of Incorporation, may serve to discourage or make more difficult a change in control of U.S. Cellular.

A failure by U.S. Cellular to successfully execute its business strategy could have an adverse effect on U.S. Cellular’s business, financial condition or results of operations.

Any of the foregoing events or other events could cause revenues, customer additions, operating income, capital expenditures and/or any other financial or statistical information to vary from U.S. Cellular’s forward-looking estimates by a material amount.