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):  September 30, 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 7.01.  Regulation FD Disclosure.

On September 30, 2010, United States Cellular Corporation issued a news release announcing The Belief Project^SM.  A copy of the news release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

The information in this Item 7.01 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.

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:  September 30, 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 September 30, 2010
99.2	Private Securities Litigation Reform Act of 1995 Safe Harbor Cautionary Statement

EX-99.1

U.S. CELLULAR LAUNCHES INDUSTRY-FIRST PROGRAMS THAT ELEVATE THE WIRELESS CUSTOMER EXPERIENCE, REWARD LOYALTY

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The Belief Project^SM Offers “One and Done” Contracts, Rewards Program

To Get Earlier Phone Upgrades, Overage Caps

CHICAGO – September 30, 2010 – Today, United States Cellular Corporation [NYSE: USM] took its strategy of delighting customers with innovative services to a whole new level with its launch of The Belief Project. The carrier announced an array of industry-first initiatives designed to give potential customers several compelling reasons to switch to U.S. Cellular and reward loyal customers.

The company will offer wireless customers the benefits they want including “One and Done” contracts, a robust rewards program with points that never expire for active accounts, simplified national rate plans, protection against “bill shock” with overage protection, caps and forgiveness; the industry’s only phone replacement program, and savings of up to 5 percent on their monthly bills for setting up auto pay and paperless billing.

“We noticed wireless customers shared some common frustrations, and we wanted to fix them,” said Mary N. Dillon, president and CEO of U.S. Cellular. “With The Belief Project, we’re elevating the customer experience by emphasizing a human relationship with our customers, not a contractual one. We believe our customers will stay with us because they want to, not because they have to, and that potential customers will want to be a part of something better.”

In a recent Weinstein and Associates survey, 1,000 wireless consumers revealed strong feelings about some of their biggest frustrations.

·90 percent said wireless providers should earn their loyalty, not require it by having to sign a contract.

·87 percent said they shouldn’t have to sign a service contract just to stay with their current wireless carrier.

·84 percent said 24 months is too long to wait to get a good deal on a new cell phone.

·80 percent said wireless providers should do something about overages and the big bills that come from them.

Dillon added that enhancing U.S. Cellular’s customer-centric strategy will further solidify the carrier’s reputation as a company that cares.

“Wireless customers deserve something better,” Dillon said. “And they’re getting it from U.S. Cellular – especially with the new offerings we announced today. But as excited as we are about The Belief Project, this is not the final chapter. We’ll continue to innovate and find new ways to upgrade the customer experience by demonstrating to both current and potential customers that U.S. Cellular puts their needs first.”

No Contract After the First One
With new “One and Done” contracts, new customers who fulfill an initial two-year commitment with U.S. Cellular never have to sign a contract again. Existing customers can simply finish the remainder of their current contract on one of the company’s National Single Line or Family Belief Plans without extending it. After that, customers are free to enjoy benefits without signing a new contract – like a new phone at promotional prices every 18 months that can be accelerated with points. Customers who have previously completed a two-year commitment and are currently on a month-to-month plan can easily switch to a Belief Plan without signing a new contract.

Belief Rewards
Loyal customers often feel new customers get the best deals. At U.S. Cellular, all postpaid customers on Belief Plans can earn points simply for being a customer. The Belief Points can be redeemed for things customers actually want, like earlier phone upgrades at promotional prices, additional lines, phones, accessories, ringtones and forgiveness of overage charges. Customers are automatically enrolled and start receiving points when they sign up for any U.S. Cellular Belief Plan. Belief Points are earned based on a customer’s monthly service plan, the number of lines on the account and how long they’ve been a customer. There are no membership or enrollment fees, or blackout or expiration dates for active accounts, and points are easy to redeem in stores, online or by calling customer service.

Belief Plans
U.S. Cellular’s new simplified National Single Line and Family Belief Plans are designed to be easy and affordable for a wide range of customers. Whether customers use their phones a little or a lot, the Basic, Unlimited Basic, Essential, Essential Plus, Premium and Premium Plus plans offer simple bundles of voice, text and data with built-in value. Select plans include U.S. Cellular’s industry-leading Overage Cap and Phone Replacement programs. In addition, postpaid customers automatically receive Belief Points with all Belief Plans.

Phone Replacement
Phone Replacement allows customers on Premium or Premium Plus Belief Plans to get a replacement phone if something goes wrong with their handset. Customers who bring in their accidentally broken or malfunctioning phone can get a replacement of the same or a similar model – even if the phone is no longer under warranty. And, if a customer’s phone is lost or stolen, they can receive the same or similar replacement phone for $100 – far less than the typical cost of a phone. Phone Replacement is available at U.S. Cellular retail locations and through customer service. If a replacement phone isn’t available in store, it will be shipped to the customer to arrive the next business day.

Overage Cap, Forgiveness and Protection
With Overage Cap, U.S. Cellular customers don’t need to worry about excessive overage charges. The service prevents voice overage charges from exceeding $50 for a National Single Line Belief Plan or $150 for a Family Belief Plan, and customers have the option to use points for overage forgiveness to eliminate overage charges. U.S. Cellular also has its customers’ backs with Overage Protection, which sends customers a text message when they reach 75 percent of their allotted minutes or text messages, and again at 100 percent, so there isn’t a surprise when the bill arrives.

Earlier Phone Upgrades
For years, one of the most common frustrations for wireless customers has been waiting two years to upgrade to the latest handsets, like U.S. Cellular’s Android-powered devices. The standard phone upgrade time under a Belief Plan is only 18 months. U.S. Cellular customers can upgrade a phone as early as every 10 to 11 months depending on their plan by redeeming their Belief Points.

Save Up To 5 Percent Using Auto Pay and Paperless Billing

U.S. Cellular is the first wireless carrier to offer monthly service discounts to customers who use both paperless billing and auto pay. Customers who sign up for both with a debit or credit card get a 3 percent discount on their monthly bill. Customers who sign up for both and use their checking or savings account will receive a 5 percent discount.

Even More to Believe In
The Belief Project complements U.S. Cellular’s other free, innovative offerings like Battery Swap, My Contacts Backup and Free Incoming Calls, Texts and Pix.

Starting Oct. 1, you can visit uscellular.com for more information about The Belief Project.

Financial Expectations

U.S. Cellular anticipates that The Belief Project will accelerate growth and have a positive impact on long-term profitability by:

§Driving incremental postpaid gross additions of at least 10 percent,

§Incremental growth in average revenue per customer, and

§Contributing to the improvement of its already low postpaid churn rate.

The 2010 benefits and expenses associated with The Belief Project were incorporated into U.S. Cellular’s 2010 financial guidance from the beginning of the year.

Conference Call, Slide Presentation and Webcast Information

U.S. Cellular and TDS will hold an investor conference call to discuss The Belief Project today, Sept. 30, 2010, at 10 a.m. CDT.   

Listen to the conference call, view slides, and ask questions

• Access the call by phone at 877-407-8029 (US/Canada), no passcode required
• View the slides on the Conference Calls page of uscellular.com or www.teldta.com or at http://www.investorcalendar.com/IC/CEPage.asp?ID=161785
• Please mute your computer’s volume.

Listen to the conference call and view slides (questions not supported)

• Access the live call and view the slides on the Conference Calls page of uscellular.com or www.teldta.com or at http://www.investorcalendar.com/IC/CEPage.asp?ID=161785.

About U.S. Cellular
U.S. Cellular is committed to fixing wireless one project at a time. The Chicago-based carrier, named one of Forbes Magazine’s 2010 “Most Trustworthy Companies”, recently unveiled The Belief Project, a series of industry-first, innovative solutions designed to elevate the customer experience. The Belief Project complements U.S. Cellular’s growing catalog of cutting-edge phones, all backed by its nationwide 3G network. To learn more about U.S. Cellular, visit one of its retail stores or uscellular.com. You can also check out U.S. Cellular on Facebook.

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 federal 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 a bility 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.

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For Media Relations, contact:
Steve Carlson, U.S. Cellular	Stephanie Ries, Publicis Consultants PR
Cell: 312.217.0606	Cell: 206.679.5844
steve.carlson@uscellular.com	stephanie.ries@publicis-pr.com
For Investor Relations, contact:
Jane W. McCahon, TDS	Julie D. Mathews, TDS
(312) 592-5379	(312) 592-5341
jane.mccahon@teldta.com	julie.mathews@teldta.com

EX-99.2

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 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 information, fu ture 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 systems 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.

·In the event that the FCC conducts auctions of additional spectrum in the future, U.S. Cellular is likely to participate in such auctions 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 developing and enhancing business support systems, 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 any 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 Management’s Discussion and Analysis of Financial Condition and Results of Operations contained 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 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 Telephone and Data Systems, Inc. (“TDS”), the parent of U.S. Cellular, 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 customer net additions, revenues, 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.