-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Wfu11d/2wydkLZqi1iRvJmMiw17cwtdj4XvWr1aimVMZkukQ5bztSKzIMPdI3HWE mxKErmlTSzqatAunna0wtg== 0001104659-06-052909.txt : 20060809 0001104659-06-052909.hdr.sgml : 20060809 20060809114747 ACCESSION NUMBER: 0001104659-06-052909 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060809 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060809 DATE AS OF CHANGE: 20060809 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED STATES CELLULAR CORP CENTRAL INDEX KEY: 0000821130 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 621147325 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09712 FILM NUMBER: 061016000 BUSINESS ADDRESS: STREET 1: 8410 W BRYN MAWR AVE STREET 2: STE 700 CITY: CHICAGO STATE: IL ZIP: 60631 BUSINESS PHONE: 7733998900 MAIL ADDRESS: STREET 1: 8410 W BRYN MAWR AVE STREET 2: STE 700 CITY: CHICAGO STATE: IL ZIP: 60631 8-K 1 a06-17545_28k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

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): August 9, 2006

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

Delaware

 

1-9712

 

62-1147325

(State or other

 

(Commission

 

(IRS Employer

jurisdiction of

 

File Number)

 

Identification No.)

incorporation)

 

 

 

 

 

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):

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

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

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

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

 




Item 2.02.  Results of Operations and Financial Condition

The disclosures under Item 8.01 – Other Matters below are incorporated by reference herein.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The disclosures under Item 8.01 – Other Matters below are incorporated by reference herein.

Item 8.01. Other Matters.

As discussed below, on August 9, 2006, United States Cellular Corporation (“U.S. Cellular”) filed a Form 12b-25 with the Securities and Exchange Commission (“SEC”) relating to the late filing of its Quarterly Report on Form 10-Q (“Form 10-Q”) for the period ended June 30, 2006. The information disclosed in such Form 12b-25 is incorporated by reference herein.

U.S. Cellular also issued a press release on August 9, 2006 relating to the late filing of its Form 10-Q for the period ended June 30, 2006. The press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

As previously disclosed, U.S. Cellular determined to restate its financial results for each of the three years in the period ended December 31, 2004, including quarterly information for 2004 and 2003 and certain selected financial data for 2001 and 2000. U.S. Cellular also determined to restate its Forms 10-Q for the periods ended March 31, 2005 and June 30, 2005. As a result, U.S. Cellular delayed the filing of its Form 10-Q for the period ended September 30, 2005.  Such restatements and the Form 10-Q for the period ended September 30, 2005 were filed on April 26, 2006.

It was necessary for U.S. Cellular to complete and file the restatements and its Forms 10-Q for the period ended September 30, 2005 before it could complete and file its Annual Report on Form 10-K (“Form 10-K”) for the year ended December 31, 2005. Such Form 10-K was due on March 16, 2006. Although a Form 12b-25 was filed by U.S. Cellular prior to March 17, 2006, U.S. Cellular indicated in such filing that it did not expect to file the Form 10-K for the year ended December 31, 2005 by the extended due date of March 31, 2006 and did not do so. U.S. Cellular filed the Form 10-K for the year ended December 31, 2005 on July 28, 2006.

It was also necessary for U.S. Cellular to complete and file the restatements, its Form 10-Q for the period ended September 30, 2005 and its Form 10-K for the year ended December 31, 2005 before it could complete and file its Form 10-Q for the period ended March 31, 2006. Such Form 10-Q was due on May 10, 2006. Although a Form 12b-25 was filed with the SEC on or prior to May 11, 2006, U.S. Cellular indicated in such form that it did not expect to file the Form 10-Q for the period ended March 31, 2006 by the extended due date of May 15, 2006 and did not do so. U.S. Cellular expects to file the Form 10-Q for the period ended March 31, 2006 as soon as possible.

It will also be necessary for U.S. Cellular to complete and file its Form 10-Q for the period ended March 31, 2006, before it can complete and file its Form 10-Q for the period ended June 30, 2006. Such Form 10-Q for the period ended June 30, 2006 is due on August 9, 2006, but can be extended to August 14, 2006 by filing Form 12b-25 with the SEC on or prior to August 10, 2006.  Although a Form 12b-25 is being filed with the SEC on or prior to August 10, 2006, U.S. Cellular does not expect that the Form 10-Q for the period ended June 30, 2006 will be completed by the extended due date of August 14, 2006. Accordingly, U.S. Cellular expects that its Form 10-Q for the period ended June 30, 2006 will not be filed on a timely basis. U.S. Cellular expects to file the Form 10-Q for the period ended June 30, 2006 as soon as possible after its Form 10-Q for the period ended March 31, 2006 is filed.

The restatements and late filings resulted in or will result in defaults under the revolving credit agreement between U.S. Cellular and certain lenders and under certain forward contracts between a subsidiary of U.S. Cellular and a counterparty. U.S. Cellular has not failed to make and does not expect to fail to make any scheduled payment of principal or interest under such revolving credit agreements or forward contracts. U.S. Cellular has received waivers from the lenders and the counterparty under such agreements pursuant to which such defaults were waived, subject to the satisfaction of certain conditions. Certain conditions have been satisfied as a result of the filing of the restatements, the Form 10-Q for the period ended September 30, 2005 and the Form 10-K for the year ended December 31, 2005.  The remaining conditions will be satisfied provided that U.S. Cellular files its Form 10-Q for the period ended March 31, 2006 within 30 days after it filed its Form 10-K for the year ended December 31, 2005, or by

2




August 27, 2006 (which because this is a Sunday, may be filed on August 28, 2006), and files its Form 10-Q for the period ended June 30, 2006 within 45 days after filing such first quarter Form 10-Q, or no later than October 12, 2006.

In addition, the late filings resulted in or will result in non-compliance under a debt indenture. U.S. Cellular is now in compliance with such debt indenture with respect to its Form 10-Q for the period ended September 30, 2005 as a result of the filing of such form with the SEC on April 26, 2006 and with respect to its Form 10-K for the year ended December 31, 2005 as a result of the filing of such form on July 28, 2006, as noted above. However, U.S. Cellular has not yet filed its Form 10-Q for the period ended March 31, 2006. In addition, the late filing of the Form 10-Q for the period ended June 30, 2006 will result in non-compliance under such debt indenture. Nevertheless, this non-compliance will not result in events of default unless and until written notice thereof is delivered to U.S. Cellular by the trustee or sufficient holders of debt and, in any event, such events of default would be cured if U.S. Cellular files its Form 10-Q for the period ended March 31, 2006 and/or its Form 10-Q for the period ended June 30, 2006, as applicable, within 90 days of any such notice. As a result, U.S. Cellular believes that it will be able to make all filings in sufficient time to avoid any event of default maturing into a default under any indenture. U.S. Cellular has not failed to make and does not expect to fail to make any scheduled payment of principal or interest under such indentures.

As previously disclosed, U.S. Cellular received a notice from the staff of the American Stock Exchange (“AMEX”) indicating that U.S. Cellular was not in compliance with AMEX listing standards, due to the late filings.  U.S. Cellular is now in compliance with such listing standards with respect to its Form 10-Q for the period ended September 30, 2005 as a result of the filing of such form with the SEC on April 26, 2006 and with respect to its Form 10-K for the year ended December 31, 2005 as a result of the filing of such form with the SEC on July 28, 2006, as noted above.  However, U.S. Cellular  is not in compliance with AMEX listing standards, due to the failure to file its quarterly report on Form 10-Q for the period ended March 31, 2006 on a timely basis. The failure by U.S. Cellular to file its Form 10-Q for the period ended June 30, 2006 on a timely basis will also result in non-compliance with the AMEX listing standards. However, as previously disclosed, the AMEX granted U.S. Cellular an extension until November 14, 2006 to regain compliance with AMEX listing standards. U.S. Cellular will regain compliance with the AMEX listing standards when it has filed with the SEC its Form 10-Q for the period ended March 31, 2006 and its Form 10-Q for the period ended June 30, 2006 on or prior to November 14, 2006.

In addition, as previously disclosed, U.S. Cellular is not in compliance with AMEX listing standards because U.S. Cellular has not distributed its annual report to shareholders by April 30, 2006. Accordingly, U.S. Cellular requested and obtained from the AMEX an extension until November 14, 2006 in order to provide additional time to complete and distribute its annual report to shareholders. U.S. Cellular will regain compliance with such AMEX listing standards when it has distributed its annual report to shareholders for the year ended December 31, 2005 on or prior to November 14, 2006.  It is expected that the annual report will be distributed on or about August 14, 2006.

Also as previously disclosed, U.S. Cellular received a notice from the staff of the New York Stock Exchange (“NYSE”) indicating that U.S. Cellular was not in compliance with listing standards relating to its debt listed on the NYSE, due to the late filings.  U.S. Cellular is now in compliance with such listing standards with respect to its Form 10-Q for the period ended September 30, 2005 as a result of the filing of such form with the SEC on April 26, 2006 and with respect to its Form 10-K for the year ended December 31, 2005 as a result of the filing of such form with the SEC on July 28, 2006, as noted above. However, U.S. Cellular is not in compliance with NYSE listing standards due to the failure to file its quarterly report on Form 10-Q for the period ended March 31, 2006 on a timely basis. Further, the failure by U.S. Cellular to file its Form 10-Q for the period ended June 30, 2006 on a timely basis will also result in non-compliance with the NYSE listing standards. U.S. Cellular will regain compliance with the NYSE listing standards when it has filed with the SEC its Form 10-Q for the period ended March 31, 2006 and its Form 10-Q for the period ended June 30, 2006.

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.

3




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: August 9, 2006

 

 

 

 

 

By:

/s/ Steven T. Campbell

 

 

Steven T. Campbell

 

Vice President and Controller

 

(Principal Accounting Officer)

 




EXHIBIT INDEX

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

Exhibit

 

 

No.

 

Description

 

 

 

99.1

 

Press Release dated August 9, 2006.

 

 

 

99.2

 

Private Securities Litigation Reform Act of 1995 Safe Harbor Cautionary Statement

 



EX-99.1 2 a06-17545_2ex99d1.htm EX-99

 

Exhibit 99.1

Contact:

 

Kenneth R. Meyers, Executive Vice President — Finance — U.S. Cellular

 

 

(773) 399-8900 kmeyers@uscellular.com

 

 

 

 

 

Mark A. Steinkrauss, Vice President, Corporate Relations

 

 

(312) 592-5384 mark.steinkrauss@teldta.com

 

FOR RELEASE:  IMMEDIATE

U.S. CELLULAR PROVIDES SELECTED SECOND QUARTER 2006 FINANCIAL
AND OPERATING DATA

CHICAGO — Aug. 9, 2006 — United States Cellular Corporation [AMEX:USM] today provided selected second quarter 2006 financial and operating data.

Below is a summary of the preliminary operating data and unaudited results of certain key components of the statement of operations for the second quarter 2006.  There can be no assurance that final results will not differ materially from these preliminary results.

 

 

Three months ended June 30

 

 

2005 Actual
(as restated)

 

Range of Amounts
Currently Anticipated to be
Reported for 2006

Operating Revenues

 

$742 million

 

$835 to $855 million

Operating Income

 

$66.9 million

 

$70 to $90 million

 




 

The following are selected summary operating data including certain preliminary second quarter 2006 data.

U.S. Cellular
Summary Operating Data

 Quarter Ended

 

 

 

6/30/2006

 

3/31/2006

 

12/31/2005

 

9/30/2005

 

6/30/2005

 

Consolidated Markets:

 

 

 

 

 

 

 

 

 

 

 

All customers -

 

 

 

 

 

 

 

 

 

 

 

Customer units

 

5,704,000

 

5,633,000

 

5,482,000

 

5,303,000

 

5,227,000

 

Gross customer unit Activations

 

347,000

 

434,000

 

419,000

 

355,000

 

340,000

 

Net customer unit activations

 

48,000

 

151,000

 

125,000

 

76,000

 

94,000

 

Retail customers -

 

 

 

 

 

 

 

 

 

 

 

Customer units

 

5,099,000

 

5,029,000

 

4,927,000

 

4,765,000

 

4,688,000

 

Gross customer unit Activations

 

332,000

 

380,000

 

392,000

 

346,000

 

317,000

 

Net customer unit activations

 

50,000

 

122,000

 

130,000

 

77,000

 

81,000

 

Cell sites in service

 

5,583

 

5,438

 

5,428

 

5,149

 

5,034

 

Minutes of use (MOU) (1)

 

719

 

658

 

648

 

639

 

627

 

Postpay churn rate per month (2)

 

1.5

%

1.5

%

1.6

%

1.5

%

1.4

%


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

(2)          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.

U.S. Cellular and its audit committee concluded on Nov. 9, 2005, that U.S. Cellular would restate financial results for the first and second quarters of 2005, the years ended Dec. 31, 2002 — 2004, and certain selected financial data for the years 2000 and 2001.  U.S. Cellular also delayed the filing of its Quarterly Report on Form 10-Q (“Form 10-Q”) for the quarter ended Sept. 30, 2005.

The restatements and Form 10-Q for the quarter ended Sept. 30, 2005 were filed with the Securities and Exchange Commission (“SEC”) on April 26, 2006.  It was necessary for U.S. Cellular to complete and file the restatements and its Form 10-Q for the quarter ended Sept. 30, 2005 before it could complete and file its Annual Report on Form 10-K (“Form 10-K”) for the year ended Dec. 31, 2005 or its Form 10-Q for the quarter ended March 31, 2006.  The Form 10-K for the year ended Dec. 31, 2005 was filed with the SEC on July 28, 2006.  The Form 10-Q for the quarter ended March 31, 2006 is expected to be filed with the SEC as soon as possible.  It is necessary for U.S. Cellular to complete and file the Form 10-Q for the quarter ended March 31, 2006 before it can complete and file its Form 10-Q for the quarter ended June 30, 2006.  The Form 10-Q for the quarter ended June 30, 2006 is due on Aug. 9, 2006, but can be extended to Aug. 14, 2006 by filing Form 12b-25 with the SEC on or prior to Aug. 10, 2006.  Although a Form 12b-25 is being filed by U.S. Cellular on or prior to Aug. 10, 2006, U.S. Cellular does not expect that its Form 10-Q for the quarter ended June 30, 2006 will be completed and filed by the extended due date of Aug. 14, 2006.  Accordingly, U.S. Cellular expects that its Form 10-Q for the quarter ended June 30, 2006 will not be filed on a timely basis.  U.S. Cellular expects to file the Form 10-Q as soon as possible after its Form 10-Q for the quarter ended March 31, 2006 is filed.




 

The company will be filing with the SEC a Form 8-K and Form 12b-25, providing notification of the expected late filing of Form 10-Q for the quarter ended June 30, 2006.

Due to late filings of the Forms 10-Q, 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 it files its Form 10-K for the year ended Dec. 31, 2005 by Aug. 31, 2006, its Form 10-Q for the quarter ended March 31, 2006 within 30 days of filing the 2005 Form 10-K, and its Form 10-Q for the quarter ended June 30, 2006 within 45 days of filing the first quarter Form 10-Q.   U.S. Cellular has satisfied the conditions relating to the filing of its 2005 Form 10-K.

About U.S. Cellular

As of June 30, 2006, U.S. Cellular, the nation’s sixth-largest wireless service carrier, provided wireless service to 5.7 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: Possible future restatements; 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 assets; 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; 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 the web site at:

USM: www.uscellular.com

###

 



EX-99.2 3 a06-17545_2ex99d2.htm EX-99

Exhibit 99.2

PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
SAFE HARBOR CAUTIONARY STATEMENT

This Form 8-K and any/or press 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.



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