8-K

FORM 8-K
SECURITIES AND EXCHANGE COMMISSIONWashington, 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):  July 28, 2006

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

Delaware	1-9712	62-1147325
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

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

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

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

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

ÿPre-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 July 28, 2006, United States Cellular Corporation (“U.S. Cellular”) issued a news release announcing its results of operations for the fourth quarter of 2005. 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 8.01.   Other Matters.

On July 28, 2006, U.S. Cellular also issued a news release announcing certain information relating to its 2006 annual meeting. A copy of the news release is attached hereto as Exhibit 99.2 and incorporated by reference herein.

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 99.3 is a safe harbor cautionary statement under the Private Securities Litigation Reform Act of 1995.

2

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: July 28, 2006
By:	/s/ Kenneth R. Meyers
	Kenneth R. Meyers
	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 July 28, 2006.
99.2	Annual Meeting Press Release dated July 28, 2006
99.3	Private Securities Litigation Reform Act of 1995 Safe Harbor Cautionary Statement

4

EX-99.1

Exhibit 99.1

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

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

FOR RELEASE: IMMEDIATE

U.S. CELLULAR REPORTS FOURTH QUARTER 2005 RESULTS;

UPDATES 2006 GUIDANCE

CHICAGO — July 28, 2006 - United States Cellular Corporation [AMEX:USM] reported service revenues of $738.7 million for the fourth quarter of 2005, up 11 percent from $663 million, as restated, for the comparable period one year ago. The company recorded operating income of $71.6 million during the quarter, up 86 percent compared to $38.4 million for the fourth quarter of 2004, as restated. Net income and basic earnings per share were $42.5 million and $0.49, respectively, compared to net income and basic earnings per share of $38.1 million and $0.44, respectively, as restated, for the comparable period one year ago.

On Dec. 19, 2005, U.S. Cellular completed an exchange of wireless assets with ALLTEL Communications, Inc. Under the agreement, U.S. Cellular received 146,000 total customers in Kansas and Nebraska while ALLTEL received 92,000 total customers in Idaho and $58.1 million in cash, including a preliminary working capital adjustment. In addition to customers, both companies received 850 MHz spectrum, cell sites, retail stores and agents.  U.S. Cellular recorded a fourth quarter 2005 pre-tax gain of $44.7 million on the exchange.

 In the fourth quarter of 2004, U.S. Cellular recorded a “Gain on sales of assets,” included in operating income, of $10.1 million related to the sale of two operating markets to ALLTEL.

Fourth Quarter Highlights

•Total U.S. Cellular customers increased 11 percent year over year to 5,482,000 customers while retail customers increased 10 percent to 4,927,000.

•U.S. Cellular recorded a postpay churn rate of 1.6 percent in the fourth quarter. For the full year 2005, U.S. Cellular’s postpay churn rate was 1.5 percent. 2005 marks the tenth consecutive year that U.S. Cellular’s postpay churn rate has remained below 2 percent.

U.S. Cellular filed its Annual Report (Form 10-K) for the year ended December 31, 2005, with the Securities and Exchange Commission earlier today.

On Nov. 10, 2005, U.S. Cellular announced that it would restate financial results for several prior periods. U.S. Cellular completed and filed its restatement on April 26, 2006.  The time spent completing the restatement caused the company to be late with its other SEC filings.

U.S. Cellular has not filed its Form 10-Q for the quarter ended March 31, 2006 on a timely basis.  As a result, U.S. Cellular is not in compliance with American Stock Exchange (AMEX) listing standards.  U.S. Cellular has been granted an extension until Nov. 14, 2006 to regain compliance with AMEX listing standards resulting from delayed filings with the SEC and delayed distribution of its 2005 annual report to shareholders.

In addition, U.S. Cellular has received extended waivers from its lenders under credit agreements and from counterparties under certain forward contracts provided that that it files its Forms 10-K for the year ended Dec. 31, 2005 by Aug. 31, 2006, its Forms 10-Q for the quarter ended March 31, 2006 within 30 days of filing the 2005 Form 10-K, and its Forms 10-Q for the quarter ended June 30, 2006 within 45 days of filing the first quarter Form 10-Q. U.S. Cellular expects to file its Forms 10-Q for the quarter ended Sept. 30, 2006 on or before the extended due date of Nov. 14, 2006.

Certain financial and statistical information will be posted to the U.S. Cellular Web site, together with reconciliations to generally accepted accounting principles (GAAP) of certain non-GAAP disclosures.  Investors may access this additional information on the Investor Relations- Financial Information – Guidance & Reconciliations page of the U.S. Cellular Web site.

U.S. Cellular updated its 2006 guidance as of July 28, 2006 and it is as follows.  There can be no assurance that final results will not differ materially from this guidance.

Net Retail Customer Additions	370,000 – 400,000
Service Revenues	Approx. $3.2 billion
Operating Income	$250 – 300 million
Depreciation, Amortization & Accretion	$585 million
Capital Expenditures	$580 - $610 million

About U.S. Cellular

As of Dec. 31, 2005, U.S. Cellular Corporation, the nation's sixth-largest wireless service carrier, provided wireless service to 5.5 million customers in 26 states.  The Chicago-based company operates on a customer satisfaction strategy, meeting customer needs by providing a comprehensive range of wireless products and services, superior customer support and a high-quality network.

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995: All information set forth in this news release, except historical and factual information, represents forward-looking statements. This includes all statements about the company’s plans, beliefs, estimates and expectations. These statements are based on current estimates and projections, which involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Important factors that may affect these forward-looking statements include, but are not limited to:  The ability of the company to successfully manage and grow the operations of the Chicago MTA and newly launched markets; changes in competition in the markets in which the company operates; changes in the overall economy; changes due to industry consolidation; advances in telecommunications technology; changes in the telecommunications regulatory environment; changes in the value of investments, including variable prepaid forward contracts; an adverse change in the ratings afforded our debt securities by accredited ratings organizations; possible future restatements; pending and future litigation; acquisitions/divestitures of properties and/or licenses; and changes in customer growth rates,  average monthly revenue per unit, churn rates, roaming rates and the mix of products and services offered in the company’s markets. Investors are encouraged to consider these and other risks and uncertainties that are discussed in the Form 8-K used by U.S. Cellular to furnish this press release to the SEC, which are incorporated by reference herein.

For more information about U.S. Cellular, visit: www.uscellular.com.

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2

UNITED STATES CELLULAR CORPORATION

SUMMARY OPERATING DATA

Quarter Ended	12/31/2005			9/30/2005			6/30/2005			3/31/2005			12/31/2004
Consolidated Markets:
Total population (000s) (1)	45,244			44,690			44,690			44,576			44,391
All customers -
Customer units	5,482,000			5,303,000			5,227,000			5,127,000			4,945,000
Gross customer unit activations	419,000			355,000			340,000			426,000			408,000
Net customer unit activations	125,000			76,000			94,000			182,000			150,000
Market penetration (1)	12.12		%	11.87		%	11.70		%	11.50		%	11.14		%
Retail customers -
Customer units	4,927,000			4,765,000			4,688,000			4,601,000			4,478,000
Gross customer unit activations	392,000			346,000			317,000			365,000			358,000
Net customer unit activations	130,000			77,000			81,000			123,000			105,000
Cell sites in service	5,428			5,149			5,034			4,899			4,856
Average monthly revenue per unit (2)	$	45.94		$	46.19		$	44.52		$	44.46		$	45.41
Retail service revenue per unit (2)	$	40.19		$	40.25		$	39.40		$	39.20		$	39.93
Inbound roaming revenue per unit (2)	$	2.31		$	2.70		$	2.27		$	1.98		$	2.38
Long-distance/other revenue per unit (2)	$	3.44		$	3.24		$	2.85		$	3.28		$	3.10
Minutes of use (MOU) (3)	648			639			627			584			568
Postpay churn rate per month (4)	1.6		%	1.5		%	1.4		%	1.5		%	1.6		%
Marketing cost per gross customer unit addition (5)	$	498		$	491		$	461		$	396		$	440
Construction Expenditures (000s)	$	201,700		$	128,300		$	143,800		$	112,800		$	261,500

(1)Market penetration is calculated using 2004 Claritas population estimates for all periods of 2005 and 2003 Claritas estimates for all periods of 2004. “Total population” represents the total population of each of U.S. Cellular’s consolidated markets, regardless of whether the market has begun marketing operations. The 12/31/05, 9/30/05 and 6/30/05 total population counts include the population of the market acquired from Cingular Wireless in April 2005. The total population counts on and after 12/31/04 exclude the population of the two markets sold to ALLTEL in November 2004. The population of markets in which U.S. Cellular has deferred the transfer of licenses from AT&T Wireless (now Cingular Wireless) are not included in the total population counts for any period, nor are the population counts of markets for which Carroll Wireless, L.P., a consolidated U.S. Cellular subsidiary, was the winning bidder in the Federal Communications Commission’s Auction 58 that concluded in February 2005. The total population counts for 12/31/05 exclude the population of the two markets divested to ALLTEL in December 2005, and include the population of the 15 markets acquired in the same transaction.

(2)Per unit revenue measurements are derived from Service Revenues as reported in Financial Highlights for each respective quarter as follows:

Service Revenues per Financial Highlights	$	738,682	$	729,504	$	691,746	$	671,639	$	662,955
Components:
Retail service revenue during quarter	$	646,178	$	635,610	$	612,159	$	592,167	$	582,950
Inbound roaming revenue during quarter	$	37,184	$	42,654	$	35,313	$	29,875	$	34,812
Long-distance/other revenue during quarter	$	55,320	$	51,240	$	44,274	$	49,597	$	45,193
Divided by average customers during quarter (000s)	5,360		5,264		5,179		5,035		4,866
Divided by three months in each quarter	3		3		3		3		3
Average monthly revenue per unit	$	45.94	$	46.19	$	44.52	$	44.46	$	45.41
Retail service revenue per unit	$	40.19	$	40.25	$	39.40	$	39.20	$	39.93
Inbound roaming revenue per unit	$	2.31	$	2.70	$	2.27	$	1.98	$	2.38
Long-distance/other revenue per unit	$	3.44	$	3.24	$	2.85	$	3.28	$	3.10

(3)Average monthly local minutes of use per customer (without roaming).

(4)Postpay churn rate per month is calculated by dividing the average monthly postpay customer disconnects during the quarter by the average postpay customer base for the quarter.

(5)This measurement is not calculable using information from the financial statements as reported. The details of this calculation and a reconciliation to line items reported in Financial Highlights for each respective quarter are shown on U.S. Cellular’s web site, along with additional information related to U.S. Cellular’s fourth quarter results, at www.uscellular.com.

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UNITED STATES CELLULAR CORPORATION
FINANCIAL HIGHLIGHTS
Three Months Ended December 31,
(Unaudited, dollars in thousands, except per share amounts)

				2004			Increase (Decrease)
	2005			(As Restated)			Amount			Percent
Operating Revenues
Service	$	738,682		$	662,955		$	75,727		11.4	%
Equipment sales	48,663			46,188			2,475			5.4	%
Total Operating Revenues	787,345			709,143			78,202			11.0	%
Operating Expenses
System operations (excluding depreciation shown below)	157,549			126,643			30,906			24.4	%
Cost of equipment sold	137,057			129,451			7,606			5.9	%
Selling, general and administrative	337,558			290,243			47,315			16.3	%
Depreciation, amortization and accretion	128,212			134,453			(6,241		)	(4.6	%)
(Gain) on sales of assets	(44,660		)	(10,081		)	(34,579		)	N/M
Total Operating Expenses	715,716			670,709			45,007			6.7	%
Operating Income	71,629			38,434			33,195			86.4	%
Investment and Other Income (Expense)
Investment income	18,424			15,675			2,749			17.5	%
Interest and dividend income	4,684			7,608			(2,924		)	(38.4	%)
Interest (expense)	(21,563		)	(21,304		)	(259		)	(1.2	%)
Gain (loss) on investments	(5,400		)	27,621			(33,021		)	N/M
Other (expense), net	337			203			134			66.0	%
	(3,518		)	29,803			(33,321		)	(111.8	%)
Income Before Income Taxes and Minority Interest	68,111			68,237			(126		)	(0.2	%)
Income tax expense	22,959			27,341			(4,382		)	(16.0	%)
Income Before Minority Interest	45,152			40,896			4,256			10.4	%
Minority share of income	(2,666		)	(2,807		)	141			5.0	%
Net Income	$	42,486		$	38,089		$	4,397		11.5	%
Basic Weighted Average Common Shares Outstanding (000s)	87,073			86,344			729			0.8	%
Basic Earnings Per Share	$	0.49		$	0.44		0.05			11.4	%
Diluted Weighted Average Common Shares Outstanding (000s)	87,729			86,890			839			1.0	%
Diluted Earnings Per Share	$	0.48		$	0.44		$	0.04		9.1	%

4

UNITED STATES CELLULAR CORPORATION
FINANCIAL HIGHLIGHTS
Year Ended December 31,
(Unaudited, dollars in thousands, except per share amounts)

				2004			Increase (Decrease)
	2005			(As Restated)			Amount			Percent
Operating Revenues
Service	$	2,831,571		$	2,616,946		$	214,625		8.2	%
Equipment sales	204,316			191,255			13,061			6.8	%
Total Operating Revenues	3,035,887			2,808,201			227,686			8.1	%
Operating Expenses
System operations (excluding depreciation shown below)	602,360			562,690			39,670			7.1	%
Cost of equipment sold	511,939			486,605			25,334			5.2	%
Selling, general and administrative	1,212,874			1,088,181			124,693			11.5	%
Depreciation, amortization and accretion	509,072			498,202			10,870			2.2	%
(Gain) on sales of assets	(44,660		)	(10,806		)	(33,854		)	N/M
Total Operating Expenses	2,791,585			2,624,872			166,713			6.4	%
Operating Income	244,302			183,329			60,973			33.3	%
Investment and Other Income (Expense)
Investment income	68,433			63,758			4,675			7.3	%
Interest and dividend income	11,440			10,764			676			6.3	%
Interest (expense)	(84,867		)	(86,241		)	1,374			1.6	%
Gain (loss) on investments	(4,849		)	25,791			(30,640		)	(118.8	%)
Other (expense), net	(199		)	(2,576		)	2,377			92.3	%
	(10,042		)	11,496			(21,538		)	(187.4	%)
Income Before Income Taxes and Minority Interest	234,260			194,825			39,435			20.2	%
Income tax expense	88,404			74,678			13,726			18.4	%
Income Before Minority Interest	145,856			120,147			25,709			21.4	%
Minority share of income	(11,108		)	(10,631		)	(477		)	(4.5	%)
Net Income	$	134,748		$	109,516		$	25,232		23.0	%
Basic Weighted Average Common Shares Outstanding (000s)	86,775			86,244			531			0.6	%
Basic Earnings Per Share	$	1.55		$	1.27		$	0.28		22.0	%
Diluted Weighted Average Common Shares Outstanding (000s)	87,464			86,736			728			0.8	%
Diluted Earnings Per Share	$	1.54		$	1.26		$	0.28		22.2	%

N/M - Percentage change not meaningful

5

UNITED STATES CELLULAR CORPORATION
CONSOLIDATED BALANCE SHEET HIGHLIGHTS
(Unaudited, dollars in thousands)

ASSETS

			December 31, 2004
	December 31, 2005		(As Restated)
Current Assets
Cash and cash equivalents	$	29,003	$	41,062
Accounts receivable from customers and other	367,510		316,436
Inventory	92,748		76,918
Prepaid expenses	31,026		31,764
Deferred income tax asset	8,218		73,216
Other current assets	15,145		24,951
	543,650		564,347
Investments
Licenses	1,362,263		1,228,801
Goodwill	471,617		445,212
Customer lists	49,318		24,915
Marketable equity securities	225,387		282,829
Investments in unconsolidated entities	170,337		155,519
Notes and interest receivable—long-term	4,707		4,885
	2,283,629		2,142,161
Property, Plant and Equipment
In service and under construction	4,653,292		4,133,471
Less accumulated depreciation	2,076,528		1,692,751
	2,576,764		2,440,720
Other Assets and Deferred Charges	29,985		32,807
Total Assets	$	5,434,028	$	5,180,035

LIABILITIES AND SHAREHOLDERS’ EQUITY

				December 31, 2004
	December 31, 2005			(As Restated)
Current Liabilities
Notes payable	$	135,000		$	30,000
Accounts payable
Affiliates	7,239			5,314
Trade	298,397			259,167
Customer deposits and deferred revenues	106,180			104,394
Accrued taxes	38,627			80,512
Accrued compensation	42,865			49,116
Other current liabilities	25,952			20,829
	654,260			549,332
Long-term Debt	1,161,241			1,160,786
Deferred Liabilities and Credits	821,345			840,268
Minority Interest	46,442			40,052
Common Shareholders’ Equity
Common Shares, par value $1 per share	55,046			55,046
Series A Common Shares, par value $1 per share	33,006			33,006
Additional paid-in capital	1,286,964			1,305,249
Treasury Shares	(47,088		)	(99,627		)
Accumulated other comprehensive income	24,944			32,803
Retained earnings	1,397,868			1,263,120
	2,750,740			2,589,597
Total Liabilities and Shareholders’ Equity	$	5,434,028		$	5,180,035

NOTE:  Certain December 31, 2004 amounts have been changed to conform to current period presentation.

6

EX-99.2

Exhibit 99.2

Contact:	Julie D. Mathews, Manager, Investor Relations
	(312) 592-5341 julie.mathews@teldta.com
	Nicole J. Schoenberg, Manager, Communications
	(312) 592-5379 nicole.schoenberg@teldta.com

FOR RELEASE: IMMEDIATE

TDS AND U.S. CELLULAR ANNOUNCE 2006 ANNUAL
MEETINGS OF SHAREHOLDERS

CHICAGO — July 28, 2006 — Telephone and Data Systems, Inc. [AMEX:TDS, TDS.S] and United States Cellular Corporation [AMEX:USM] today announced that both companies have scheduled their 2006 annual meetings of shareholders. TDS will hold its annual meeting on Tuesday, Sept. 12, 2006, at 10:00 am CDT. U.S. Cellular will hold its annual meeting on Thursday, Sept. 14, 2006, at 8:30 am CDT. Both meetings will be held in Chicago. The record date for both annual meetings is Aug. 7, 2006. Notices of the annual meetings and proxy statements providing additional information will be circulated in advance of the meetings to shareholders of record.

TDS had originally scheduled its annual meeting for July 6 and U.S. Cellular had scheduled its meeting for July 7. The annual meetings were rescheduled because the companies required additional time to review financial information regarding the footnote disclosure on lease future minimum rental payments. The review has been completed and both companies filed their Annual Reports (Forms 10-K) for the year ended December 31, 2005, with the Securities and Exchange Commission earlier today.

About TDS

TDS is a diversified telecommunications corporation founded in 1969. Through its business units, U.S. Cellular and TDS Telecom, TDS operates primarily by providing wireless, local telephone and broadband services. As of March 31, 2006, the company employed 11,600 people and served 6.7 million customers/units in 36 states.

About U.S. Cellular

As of March 31, 2006, U.S. Cellular, the nation’s sixth-largest wireless service carrier, provided wireless service to 5.6 million customers in 26 states. The Chicago-based company operates on a customer satisfaction strategy, meeting customer needs by providing a comprehensive range of wireless products and services, superior customer support and a high-quality network.

For more information about TDS and its subsidiaries, visit the Web sites at:

TDS: www.teldta.com	TDS Telecom: www.tdstelecom.com
USM: www.uscellular.com	TDS Metrocom: www.tdsmetro.com

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EX-99.3

Exhibit 99.3

PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
SAFE HARBOR CAUTIONARY STATEMENT

The earnings release attached to this Form 8-K contain statements that are not based on historical fact, including the words “believes,” “anticipates,” “intends,” “expects,” and similar words. These statements constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties 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 factors include, but are not limited to, the following risks:

·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.

·Consolidation in the telecommunications industry could adversely affect U.S. Cellular’s revenues and increase its costs of doing business.

·Advances or changes in telecommunications technology, such as Voice over Internet Protocol or WiMAX, 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 the regulatory environment or a failure by U.S. Cellular to timely or fully comply with any regulatory requirements could adversely affect U.S. Cellular’s financial condition, results of operations or ability to do business.

·Changes in U.S. Cellular’s enterprise value, changes in the supply or demand of the market 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 U.S. Cellular’s license costs, goodwill and/or physical assets.

·Early redemptions of debt or repurchases of debt, issuances of debt, changes in prepaid forward contracts, 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.

·Changes in accounting standards or U.S. Cellular’s accounting policies, estimates and/or in the assumptions underlying the accounting estimates 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.

·Costs, integration problems or other factors associated with acquisitions/divestitures of properties and/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.

·Changes in various business factors 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 and dealers who market U.S. Cellular’s services on a commission basis. If U.S. Cellular’s relationships with these agents and dealers are seriously harmed, its wireless 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.

·An inability to obtain or maintain roaming arrangements with other carriers on terms that are acceptable to U.S. Cellular, and/or changes in roaming rates and the lack of standards and roaming agreements for wireless data products, could have an adverse effect on U.S. Cellular’s business, financial condition or results of operations.

·Changes in access to content for data or video services and access to new handsets being developed by vendors, or an 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.

·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 have an adverse effect on U.S. Cellular’s operations.

·A failure by U.S. Cellular  to complete significant network build-out and system implementation as part of its plans to build out new markets and improve the quality and capacity of its network could have an adverse effect on its operations.

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

·Financial difficulties of U.S. Cellular’s key suppliers or vendors, or termination or impairment of U.S. Cellular’s relationship with such suppliers or vendors, could result in a delay or termination of U.S. Cellular’s receipt of equipment or services, which could adversely affect U.S. Cellular’s business and results of operations.

·An increase of U.S. Cellular’s debt in the future could subject U.S. Cellular to various restrictions and higher interest costs and decrease its cash flows and earnings.

·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 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 results of operations or financial condition.

·Changes in guidance or 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.

·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 and acquisition programs.

·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.

·War, conflicts, hostilities and/or terrorist attacks or equipment failure, power outages, natural disasters or breaches of network or information technology security 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 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.

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

·The pending SEC investigation regarding the restatement of U.S. Cellular’s financial statements could result in substantial expenses, and could result in monetary or other penalties.

·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.

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

·As U.S. Cellular continues to implement its strategies, there are internal and external factors that could impact its ability to successfully meet its objectives.

·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 estimates by a material amount.

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

·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.

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

Your are referred to a further discussion of these risks as set forth under “Risk Factors” in U.S. Cellular’s Annual Report on
Form 10-K for the year ended December 31, 2005. U.S. Cellular undertakes no obligation to update publicly any forward-looking statements whether as a result of new information, future events or otherwise. Readers should evaluate any statements in light of these important factors.