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, 2010

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

Delaware (State or other jurisdiction of incorporation or organization)	1-9712 (Commission File Number)	62-1147325 (I.R.S. 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 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

United States Cellular Corporation (“U.S. Cellular”) previously filed a Current Report on Form 8-K, dated February 24, 2010, disclosing that its President and Chief Executive Officer, John E. Rooney will retire in 2010. On May 6, 2010, Mr. Rooney notified U.S. Cellular that he will retire at the end of the day on May 31, 2010, and the U.S. Cellular board of directors appointed Mr. Rooney’s successor effective June 1, 2010.  On May 10, 2010, U.S. Cellular issued a press release which announced that Mary N. Dillon will replace John E. Rooney as president and chief executive officer effective June 1, 2010. A copy of such press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.  The following updates the disclosures in U.S. Cellular’s Form 8-K dated February 24, 2010 and provides additional disclosure relating to Mr. Rooney’s successor.  The follo wing responds to each of the requirements under Item 5.02.

(a)           N/A – John E. Rooney did not resign due to any disagreement with U.S. Cellular.

(b)           On May 6, 2010, John E. Rooney notified U.S. Cellular that he will retire as its President and Chief Executive Officer and resign as a director of U.S. Cellular effective at the end of the day on May 31, 2010. 

(c) (1)      On May 6, 2010, the U.S. Cellular board of directors appointed Mary N. Dillon President and Chief Executive Officer of U.S. Cellular effective June 1, 2010, to hold such office until her successor is chosen and shall qualify or until her earlier resignation or removal.  On such date, the U.S. Cellular board of directors also approved the letter agreement dated May 3, 2010 referred to below.

(2)           Ms. Dillon is 48 years old.  Ms. Dillon is currently Executive Vice President and Global Chief Marketing Officer of McDonald’s Corporation, a global restaurant company (NYSE: MCD). 

The only executory arrangement or understanding between Ms. Dillon and any other person pursuant to which she was selected to serve in any office of U.S. Cellular is the letter agreement described in item (3) of this paragraph (c) below. 

Ms. Dillon has no family relationship with any director or executive officer or person nominated or chosen by U.S. Cellular to become a director or executive officer of U.S. Cellular. 

Ms. Dillon has been employed by McDonald’s Corporation in her current capacity since October 2005.  Prior to joining McDonald’s, Ms. Dillon had been employed by PepsiCo Corporation for five years, most recently as President of its Quaker Foods Division from September 2004 to September 2005.  Additional information regarding Ms. Dillon is set forth in the press release attached hereto as Exhibit 99.1 and incorporated by reference herein. 

Ms. Dillon is not, and has not been during the past five years, a director in any company with a class of securities registered pursuant to section 12 of the Exchange Act or subject to the requirements of section 15(d) of such Act or any company registered as an investment company under the Investment Company Act of 1940, except that Ms. Dillon is, and has been since 2007, a director of Target Corporation, which operates general merchandise and food discount stores in the United States (NYSE: TGT).

Since the beginning of 2009, there has not been any transaction, or series of similar transactions, and there is not currently any proposed transaction, or series of similar transactions, to which U.S. Cellular or any of its subsidiaries was or is to be a party, in which the amount involved exceeds $120,000, in which Ms. Dillon or any of her immediate family members had or will have a direct or indirect material interest.

(3)           U.S. Cellular entered into a letter agreement with Ms. Dillon dated  May 3, 2010 related to her employment with U.S. Cellular.  The following is a brief description of this letter agreement.  This brief description is qualified by reference to the complete terms of letter agreement attached as Exhibit 99.2, which are incorporated by reference herein.

A base salary of $725,000 per year through December 31, 2010, with a performance review following year-end 2010. 

A one-time payment of $450,000 on the three month anniversary of Ms. Dillon’s date of employment.

A one-time payment of $250,000 on the fifteenth month anniversary of her date of employment.

A 2010 bonus of at least $580,000.

Starting in 2011, Ms. Dillon’s target bonus opportunity will be 80% of her base salary for the year.

A grant of 75,000 U.S. Cellular stock options on her first day of employment at a strike price equal to the closing price of U.S. Cellular’s stock on that date.  This grant will vest in 3 equal annual installments, with the first one-third vesting on the first anniversary of the date of the grant.

A grant of 20,000 U.S. Cellular restricted stock units.  This grant will be made on the first day of employment and cliff vest on the third anniversary of the date of the award.

In the event that Ms. Dillon terminates without Cause or for Good Reason (as defined in Exhibit 99.2) within two years of her starting date, she will fully vest in the foregoing stock option and restricted stock unit awards and will have one year from the date of such a termination to exercise these awards.  In addition, in the event that she terminates without Cause or for Good Reason within the first two years of her starting date, subject to certain conditions, she will receive an amount equal to one year of her then current salary. 

A grant of an additional 75,000 U.S. Cellular stock options made on her first day of employment with U.S. Cellular at a strike price equal to the closing price of U.S. Cellular’s stock on that date.  This grant will cliff vest on the sixth anniversary of the date of the grant.

A grant of an additional 25,000 U.S. Cellular restricted stock units that will be made on her first day of employment with U.S. Cellular.  This grant will cliff vest on the sixth anniversary of the date of the grant. 

Starting in 2011, annual grants of U.S. Cellular stock options and restricted stock units. 

The total combined value of her 2011 and 2012 stock option award and restricted stock unit award will be no less than $1,800,000.     

A seat on the U.S. Cellular Board when Ms. Dillon joins U.S. Cellular. 

(d)(1)      Ms. Dillon was appointed as a director of U.S. Cellular effective June 1, 2010, to fill the vacancy that will exist as a result of the resignation of John E. Rooney.  Other information required pursuant to item (d)(1) with respect to Ms. Dillon is set forth in item (c) above.

(2)           Ms. Dillon was appointed as a director of U.S. Cellular pursuant to the terms of the letter agreement described in item (c) above.

(3)           Ms. Dillon has been appointed as a member of the Pricing Committee of the U.S. Cellular board of directors to succeed John E. Rooney effective June 1, 2010.

(4)           Information with respect to the absence of related transactions is set forth in item (c)(2) above.

(5)           Information with respect to the letter agreement between U.S. Cellular and Ms. Dillon is set forth in item (c)(3) above.

(e)           N/A – U.S. Cellular did not enter into or materially amend any material compensatory plan, contract or arrangement as to which John E. Rooney is a party, except to the extent previously disclosed in U.S. Cellular’s filings with the SEC. 

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.

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 12, 2010
By:	/s/ Steven T. Campbell
	Steven T. Campbell Executive Vice President – Finance, Chief Financial Officer and Treasurer

EXHIBIT INDEX

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

Exhibit No.	Description
99.1	Press Release dated May 10, 2010
99.2	Terms of Letter Agreement dated May 3, 2010 between U.S. Cellular and Mary N. Dillon
99.3	Private Securities Litigation Reform Act of 1995 Safe Harbor Cautionary Statement

EX-99.1

Exhibit 99.1 

 

Investor Contact:	Jane W. McCahon, Vice President, Corporate Relations, TDS (312) 592-5379, jane.mccahon@teldta.com
Media Contact:	Karen C. Ehlers, Vice President, Public Relations, U.S. Cellular (773) 419-6877, karen.ehlers@uscellular.com

FOR RELEASE:  IMMEDIATE

U.S. CELLULAR APPOINTS MARY N. DILLON AS PRESIDENT AND CEO

CHICAGO – May 10, 2010 – United States Cellular Corporation [NYSE: USM] today announced that its board of directors has appointed Mary N. Dillon as president and chief executive officer (CEO), effective June 1. Dillon will replace retiring president and CEO John E. Rooney, and will join the U.S. Cellular board.

Dillon, 48, joins U.S. Cellular from McDonald’s Corporation, where she was global chief marketing officer and executive vice president, with responsibility for worldwide marketing efforts and global brand strategy. In this role, Dillon led initiatives to build and enhance the McDonald’s brand worldwide, and increase the quality and efficiency of marketing planning and execution. Prior to joining McDonald’s, Dillon was president of the Quaker Foods division of PepsiCo Corporation.

“Mary has the rich consumer marketing background and strong operational experience to lead U.S. Cellular to superior long-term growth and success,” said LeRoy T. Carlson, Jr., U.S. Cellular chairman and TDS president and CEO. “She has the strategic focus to leverage the strengths of U.S. Cellular’s customer-focused Dynamic Organization, drive customer loyalty, and improve profitability and shareholder value. Mary’s integrity and passion for the customer are an excellent fit for the company.”

“U.S. Cellular is positioned for a strong and healthy future,” said Dillon, “and I’m excited to build on the company’s relentless focus on customers. I look forward to working with the experienced senior management team and dedicated associates to elevate the U.S. Cellular brand and the customer experience. I share U.S. Cellular’s values, and am proud to have been selected to guide the company’s Dynamic Organization to achieve profitable growth over the long term.”

Dillon is on the board of Target Corporation, and holds a BS in marketing and Asian studies from the University of Illinois at Chicago.

About U.S. Cellular

United States Cellular Corporation, the nation’s sixth-largest wireless carrier, provides a comprehensive range of wireless products and services, excellent customer support and a high-quality network to approximately 6.1 million customers in 26 states. The Chicago-based company employed 8,900full-time equivalent associates as of March 31, 2010.   At the end of the quarter, Telephone and Data Systems, Inc. (TDS) owned 82 percent of U.S. Cellular.

Visit uscellular.com for comprehensive financial information, including earnings releases, quarterly and annual filings, shareholder information, and more.

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 economy; competition; the state and fed eral telecommunications regulatory environment; the value of assets and investments; adverse changes in the ratings afforded our 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 arrangements 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.

###

EX-99.2

Exhibit 99.2 

Terms of Letter Agreement Dated May 3, 2010 between U.S. Cellular and Mary N. Dillon

The terms of the letter agreement are as follows.  References to “our,” “the Company” and “USCC” refer to U.S. Cellular.  References to “you” and “Executive” refer to Mary N. Dillon.  References to “I,” “me,” and “my” refer to the Chairman of U.S. Cellular.  References to “TDS” refer to Telephone and Data Systems, Inc., U.S. Cellular’s parent company.

·A base salary of $60,417 per month ($725,000 per year) through December 31, 2010, with a performance review following year-end 2010.  Our policy is to review senior executive salaries annually as soon after January 1^st as is feasible (for increases effective January 1^st).

·A one-time payment of $450,000 on the three month anniversary of your date of employment, unless prior to such date you terminate for Cause or terminate other than for Good Reason [as such terms are defined below].

·A one-time payment of $250,000 on the fifteenth month anniversary of your date of employment, unless prior to such date you terminate for Cause or terminate other than for Good Reason.

·A 2010 bonus of at least $580,000 assuming you start on or before June 1, 2010.  If USCC exceeds its target bonus percentage under the USCC Senior Management Bonus Program and assuming you are in USCC’s employ by June 1, 2010, your bonus for 2010 (payable on or before March 15, 2011) will increase proportionally (e.g. if the percentage payout under this Program is 110% of target, your bonus will be 110% of $580,000 or $638,000).

·Starting in 2011, your target bonus opportunity will be 80% of your base salary for the year, and be based primarily on USCC’s results for the year versus those targeted in USCC’s Senior Management Bonus Program.  At the end of each year, I will also take into consideration those key elements of USCC’s performance/progress that are not measured, or adequately measured, by USCC Senior Management Bonus Program, and my assessment of your performance for that year.  With superior performance, you will be eligible for bonus awards significantly above the targeted 80% level.

·Ability to defer salary and/or bonus payments.  You will, at your option, be able to defer whatever percentages of your salary and/or bonus awards that you decide best meet your financial planning objectives (the deferred bonus percentage for 2010 needs to be determined before your employment starts).  Deferred bonuses are invested in phantom stock and are matched at 25% for amounts deferred up to 50% of the total annual bonus, and at 33.3% for any amounts that are deferred that exceed 50% of the total annual bonus award.

·Participation in the USCC Long-Term Incentive Programs as follows:

üA grant of 75,000 USCC stock options.  It will be made on your first day of employment with USCC at a strike price equal to the closing price of the Company’s stock on that date.  This grant will vest in 3 equal annual installments, with the first one-third vesting on the first anniversary of the date of the grant.

üA grant of 20,000 USCC restricted stock units.  This grant will be made on the first day of employment and cliff vest on the third anniversary of the date of the award.

üIn the unlikely event that you terminate without Cause or for Good Reason within two years of your starting date, you will fully vest in the awards mentioned immediately above.  You will have one year from the date of such a termination without Cause or for Good Reason to exercise this award.

üA grant of an additional 75,000 USCC stock options made on your first day of employment with USCC at a strike price equal to the closing price of the Company’s stock on that date.  This grant will cliff vest on the sixth anniversary of the date of the grant.

üA grant of an additional 25,000 USCC restricted stock units that will be made on your first day of employment with USCC.  This grant will cliff vest on the sixth anniversary of the date of the grant. 

·Starting in 2011, annual grants of USCC stock options and restricted stock units.  They have historically been awarded on the first trading day in April (usually April 1^st).  The determination of these grants will be as follows:

üAn annual research report from our executive compensation consultant, Towers Watson, which will provide me with what would be a competitive (50^th percentile) long term incentive award value (expected value) for your position and salary level.  This expected value is planned to be allocated to nonqualified stock options (60%) and restricted stock units (40%).  Currently, this expected value is based two-thirds on telecommunications companies and one-third on general industry companies in Towers Watson’s database*.

üMy recommendation to the USCC Long Term Incentive Compensation Committee (composed of outside USCC Directors) as to the number of USCC stock options and restricted stock units that you would be awarded.  My recommendations are based on the Towers Watson’s report adjusted, as appropriate, by my assessment of USCC’s, your team’s, and your performance for the preceding year.

üThe USCC Long Term Incentive Compensation Committee’s review of my recommendations and their decisions with respect to your annual USCC stock option and restricted stock unit awards.

üThe vesting schedules for your 2011 stock option and restricted stock unit awards are expected to be three years (ratable and cliff respectively).  No changes to these vesting schedules are currently anticipated with respect to such awards in future years.

·The total combined value of your 2011 stock option award and your 2011 restricted stock unit award will be no less than $1,800,000, as calculated by Towers Watson using their standard valuation methodology.  The same will be the case for these two awards in 2012 (e.g. it will, per Towers Watson’s standard valuation methodology, be valued at not less than $1,800,000).  Your upfront and annual stock option and restricted stock option agreements will contain the same change of control provisions as are included in USCC’s current stock option and restricted stock agreements for USCC officers. 

·A seat on the USCC Board when you join USCC or as soon afterwards as the necessary arrangements can be completed.  You will also make presentations to the TDS Board at most of its regular meetings.

·The same medical, life insurance and pension programs which USCC has extended to its top executives.

·A company car under TDS’ car policy for top level corporate executives.  More specifically, you will be able to purchase a 2010 model year company car of your choice; with USCC paying up to $44,200 of the cost of the vehicle (the $44,200 includes the base price of the car, all options and freight.  The amount does not include taxes, titles and other fees, all of which USCC will pay).

·A luncheon club membership and health club membership, should you wish to take advantage of either or both of these opportunities.

·Vacation of 4 weeks to be taken, of course, at times that will not jeopardize performance of your responsibilities.

·In the unlikely event that you terminate without Cause or for Good Reason within the first two years of your starting date, you will receive, contingent on your signing a severance agreement that releases USCC and TDS from any and all claims you may have with regard to either or both companies, an amount equal to one year of your then current salary.  For all purposes of this agreement, the terms “Cause” and “Good Reason” shall be defined as attached.

*  For illustrative purposes, such a long term incentive award, were it to have been made based on the information currently available to Towers Watson, would have had a total expected value (stock options and restricted stock) of $2,430,000 according to their valuation methodology.

DEFINITIONS

As used in this Agreement, the following terms shall have the respective meanings set forth below:

a.         “Cause” shall mean (i) a material breach by the Executive of her Employment duties and responsibilities (other than as a result of incapacity due to physical or mental illness) (A) which is the result of the Executive’s gross negligence or (B) which is demonstrably willful and deliberate on the Executive’s part and which is committed in bad faith or without reasonable belief that such breach is in the best interests of the Company; (ii) the commission by the Executive of a felony involving moral turpitude; or (iii) competition by the Executive with the Company or any of its affiliates or misappropriation of confidential information of the Company or any of its affiliates (as defined in the Stock Option Award Agreement evidencing a stock option grant under the United States Cellular Corporation 2005 Long-Term Incentive Plan (the “Plan& #148;)).

b.         “Good Reason” shall mean the occurrence of any of the following events without the Executive’s written consent and which is not remedied by the Company within a reasonable period of time after receipt of written notice from the Executive specifying such event: 

(i)  any of (A) a material and adverse change in the Executive’s duties with the Company as of Mary Dillon’s date of employment, (B) a material and adverse change in the Executive’s reporting responsibilities, titles or offices with the Company as in effect on Mary Dillon’s date of employment or (C) any failure to re-elect the Executive to any position with the Company held by Mary Dillon in the first month of her employment. 

(ii) a reduction by the Company in the Executive’s rate of annual base salary as in effect on Mary Dillon’s date of employment or as the same may be increased from time to time thereafter.

EX-99.3

Exhibit 99.3 

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 United States Cellular Corporation (“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, un certainties and other factors that 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 informati on, future events or otherwise.   You should carefully consider the 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 to successfully execute its business strategy or allocate resources or capital could have an adverse effect on U.S. Cellular’s business, financial condition or results of operations.

·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 consolidation of companies in the wireless industry, U.S. Cellular roaming revenues have declined significantly from amounts earned in certain prior years.  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 to meet current or anticipated future needs and/or to accurately predict future needs for 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.

·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.

·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 by other companies 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.

·U.S. Cellular could incur higher than anticipated intercarrier compensation costs.

·U.S. Cellular is subject to numerous surcharges and fees from federal, state and local governments, and the applicability and the amount of these fees are subject to great uncertainty.

·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 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 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 failure by U.S. Cellular to maintain flexible and capable telecommunication networks or information technology, or a material disruption thereof, including breaches of network or information technology security, could have an adverse effect on U.S. Cellular’s 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.

·Identification of errors in financial information or disclosures 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, claims, litigation 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 Management’s Discussion and Analysis of Financial Condition and Results of Operations to be different from the amounts actually incurred.

·An increase in the amount of U.S. Cellular’s debt 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.

·Disruption in credit or other financial markets, a deterioration of U.S. or global economic conditions or other events, 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.

·U.S. Cellular’s credit facility and the indenture governing its senior notes include restrictive covenants that limit its operating flexibility and U.S. Cellular may be unable to service its debt or to refinance its indebtedness before maturity.

·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 or 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.

·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.