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):  November 6, 2007

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)

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

oPre-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 November 6, 2007, United States Cellular Corporation (“U.S. Cellular”) issued a news release announcing its results of operations for the period ended September 30, 2007 and certain other information.  A copy of the news release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

The information in this Item 2.02 of Form 8-K is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.

Item 9.01.  Financial Statements and Exhibits

(d)   Exhibits:

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

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

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.

United States Cellular Corporation

(Registrant)

Date:  November 6, 2007

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

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EXHIBIT INDEX

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

Exhibit
No.	Description
99.1	Earnings Press Release dated November 6, 2007
99.2	Private Securities Litigation Reform Act of 1995 Safe Harbor Cautionary Statement

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EX-99.1

Exhibit 99.1

As previously announced, U.S. Cellular will hold a teleconference Nov. 6, 2007, at 10:00 a.m. Chicago time.  Interested parties may listen to the call live via the Internet by accessing the Conference Calls page of www.teldta.com or www.uscc.com.

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

FOR RELEASE:  IMMEDIATE

U.S. CELLULAR REPORTS STRONG THIRD QUARTER 2007 RESULTS;

ADJUSTS GUIDANCE UPWARD

CHICAGO — Nov. 6, 2007 - United States Cellular Corporation [AMEX:USM] reported service revenues of $954.5 million for the third quarter of 2007, up 16.1 percent from $821.8 million for the comparable period one year ago.  The company recorded operating income of $100.9 million, up 30.5 percent from $77.3 million for the third quarter of 2006.  Net income and diluted earnings per share were $63.6 million and $0.72, respectively, compared to net income and diluted earnings per share of $35.9 million and $0.41, respectively, for the comparable period one year ago.

Third Quarter Highlights

•      The total number of customers increased 5.9 percent year over year to 6,067,000.  The number of retail customers increased 7.3 percent to 5,500,000.

•      Average monthly revenue per unit (ARPU) increased 10.0 percent to $52.71.

•      Data revenues grew 66.0 percent to $96.8 million, 10.1 percent of service revenues.

•      Operating income grew 30.5 percent to $100.9 million. 

•      Cash flows from operating activities were $181.3 million for the quarter and $617.4 million for the first nine months.

“This quarter we had strong service revenues growth of 16 percent, as well as a 31 percent increase in operating income,” said John E. Rooney, president and chief executive officer.  “In addition, cash flows from operating activities were $181.3 million.  There were a number of factors contributing to our success this quarter.  For one, data revenues continue to be a strong revenue growth driver for U.S. Cellular, growing 66 percent this quarter to $97 million.  Data revenues now account for more than 10 percent of service revenues and helped average revenue per unit, or ARPU, increase by 10 percent, to $52.71.  In addition, the popularity of our national and wide area calling plans helped to

increase ARPU as more than half of our customer base has shifted to these high-value plans.  We expect these trends to continue.

“We also continue to see results from our customer satisfaction strategy and high-quality network,” continued Rooney. “We recently received our fourth consecutive award from J.D. Power and Associates for call quality in the North Central region. The award highlights both our associates’ efforts to provide the best customer service and our commitment to ensuring a high-quality call experience. Our retail postpay churn rate of 1.6 percent, down from 1.7 percent in the third quarter of 2006, reflects this commitment.”

Net Customer Additions

The company acquired 73,000 net retail postpay customers in the quarter.   Postpay customers are the cornerstone of U.S. Cellular’s customer acquisition and satisfaction strategy and comprise 95 percent of the retail customer base.   The number of prepay customers declined 21,000.  The company also acquired 5,000 net reseller customers.

Share Repurchases

On April 4, 2007, U.S. Cellular entered into an agreement with an investment banking firm to purchase 670,000 of its common shares through an accelerated share repurchase (“ASR”) for approximately $49 million.  On July 10, 2007, U.S. Cellular entered into an additional agreement with the same firm to purchase 168,000 of its common shares through an ASR for approximately $16 million.

In addition, on Oct. 25, 2007, U.S. Cellular entered into a third agreement with the same firm to purchase 168,000 of its common shares through an ASR for approximately $16 million.

Guidance

Guidance for the year ending Dec. 31, 2007 is as follows.  There can be no assurance that final results will not differ materially from this guidance.

U.S. Cellular 2007 guidance as of Nov. 6, 2007 is as follows:
Net Retail Customer Additions	375,000 - 425,000
Service Revenues	$3.6 - $3.7 billion
Operating Income	$410 - $460 million
Depreciation, Amortization & Accretion	Approx. $600 million
Capital Expenditures	Approx. $600 million

Conference Call Information

As previously announced, U.S. Cellular will hold a teleconference Nov. 6, 2007, at 10:00 a.m. Chicago time.   Interested parties may listen to the call live via the Internet by accessing http://www.videonewswire.com/event.asp?id=43702 or visiting the Conference Calls page of www.uscc.com.  To connect by phone, call 800/706-9695 (US/Canada)and use conference ID #22669548.  The call will be archived on the Conference Calls page of www.uscc.com.

Prior to the start of the call, certain financial and statistical information to be discussed during the call will be posted to the Conference Call page of www.uscc.com, together with reconciliations to generally accepted accounting principles (GAAP) of any non-GAAP information to be disclosed.

About U.S. Cellular

As of Sept. 30, 2007, U.S. Cellular Corporation, the nation’s sixth-largest wireless service carrier, employed 8,200 associates and provided wireless service to 6.1 million customers in 26 states.  The

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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 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; an adverse change in the ratings afforded our debt securities by accredited ratings organizations; risks and uncertainties relating to restatements and 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 terms 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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UNITED STATES CELLULAR CORPORATION

SUMMARY OPERATING DATA

Quarter Ended	9/30/2007			6/30/2007			3/31/2007			12/31/2006			9/30/2006
Consolidated Markets:
Total population (000s) (1)	81,841			81,581			56,048			55,543			55,543
All customers -
Customer units	6,067,000			6,010,000			5,973,000			5,815,000			5,729,000
Gross customer unit activations	447,000			418,000			459,000			389,000			365,000
Net customer unit activations	57,000			37,000			152,000			86,000			25,000
Market penetration (1)	7.4		%	7.4		%	10.7		%	10.5		%	10.3		%
Retail customers -
Customer units	5,500,000			5,448,000			5,377,000			5,225,000			5,127,000
Gross customer unit activations	374,000			347,000			397,000			375,000			353,000
Net customer unit activations	52,000			71,000			146,000			98,000			28,000
Cell sites in service	6,255			6,140			6,004			5,925			5,726
Average monthly revenue per unit (2)	$	52.71		$	50.42		$	48.69		$	48.15		$	47.93
Retail service revenue per unit (2)	$	45.00		$	43.87		$	42.69		$	42.21		$	41.75
Inbound roaming revenue per unit (2)	$	3.36		$	2.68		$	2.33		$	2.34		$	2.55
Long-distance/other revenue per unit (2)	$	4.35		$	3.87		$	3.67		$	3.60		$	3.63
Minutes of use (MOU) (3)	887			858			783			749			725
Retail postpay churn rate per month (4)	1.6		%	1.4		%	1.3		%	1.5		%	1.7		%
Construction Expenditures (000s)	$	130,600		$	137,100		$	109,700		$	158,400		$	152,800
(1) Market penetration is calculated using 2006 Claritas population estimates for all periods of 2007 and 2005 Claritas estimates for all periods of 2006. “Total population” represents the total population of each of U.S. Cellular’s consolidated markets, regardless of whether the market has begun marketing operations (without duplication of population in overlapping markets). The population of markets in which U.S. Cellular has deferred the transfer of licenses from AT&T Wireless Services, Inc. are not included in the total population counts for any period.
(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	$	954,540		$	906,218		$	860,583		$	831,663		$	821,820
Components:
Retail service revenue during quarter	$	814,948		$	788,535		$	754,515		$	729,072		$	715,896
Inbound roaming revenue during quarter	$	60,843		$	48,084		$	41,268		$	40,354		$	43,806
Long-distance/other revenue during quarter	$	78,749		$	69,599		$	64,800		$	62,237		$	62,118
Divided by average customers during quarter (000s)	6,036			5,991			5,892			5,757			5,716
Divided by three months in each quarter	3			3			3			3			3
Average monthly revenue per unit	$	52.71		$	50.42		$	48.69		$	48.15		$	47.93
Retail service revenue per unit	$	45.00		$	43.87		$	42.69		$	42.21		$	41.75
Inbound roaming revenue per unit	$	3.36		$	2.68		$	2.33		$	2.34		$	2.55
Long-distance/other revenue per unit	$	4.35		$	3.87		$	3.67		$	3.60		$	3.63
(3) Average monthly local minutes of use per customer (without roaming).
(4) Retail postpay churn rate per month is calculated by dividing the total monthly customer disconnects during the quarter by the average customer base for the quarter.

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UNITED STATES CELLULAR CORPORATION

FINANCIAL HIGHLIGHTS

Three Months Ended September 30,

(Unaudited, dollars in thousands, except per share amounts)

							Increase (Decrease)
	2007			2006			Amount			Percent
Operating Revenues
Service	$	954,540		$	821,820		$	132,720		16.1	%
Equipment sales	61,294			66,703			(5,409		)	(8.1	%)
Total Operating Revenues	1,015,834			888,523			127,311			14.3	%
Operating Expenses
System operations (excluding depreciation shown below)	185,479			165,107			20,372			12.3	%
Cost of equipment sold	164,662			140,757			23,905			17.0	%
Selling, general and administrative	414,978			358,392			56,586			15.8	%
Depreciation, amortization and accretion	149,776			146,940			2,836			1.9	%
Total Operating Expenses	914,895			811,196			103,699			12.8	%
Operating Income	100,939			77,327			23,612			30.5	%
Investment and Other Income (Expense)
Equity in earnings of unconsolidated entities	23,782			23,483			299			1.3	%
Interest and dividend income	3,395			601			2,794			N/M
Interest expense	(19,625		)	(23,974		)	4,349			18.1	%
Fair value adjustment of derivative instruments	—			(21,285		)	21,285			N/M
Other, net	179			(225		)	404			N/M
	7,731			(21,400		)	29,131			N/M
Income Before Income Taxes and Minority Interest	108,670			55,927			52,743			94.3	%
Income tax expense	41,154			15,510			25,644			N/M
Income Before Minority Interest	67,516			40,417			27,099			67.0	%
Minority share of income	(3,961		)	(4,542		)	581			12.8	%
Net Income	$	63,555		$	35,875		$	27,680		77.2	%
Basic Weighted Average Common Shares Outstanding (000s)	87,757			87,281			476			0.5	%
Basic Earnings Per Share	$	0.72		$	0.41		$	0.31		75.6	%
Diluted Weighted Average Common Shares Outstanding (000s)	88,589			88,092			497			0.6	%
Diluted Earnings Per Share	$	0.72		$	0.41		$	0.31		75.6	%

N/M - Percentage change not meaningful

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UNITED STATES CELLULAR CORPORATION

FINANCIAL HIGHLIGHTS

Nine Months Ended September 30,

(Unaudited, dollars in thousands, except per share amounts)

							Increase (Decrease)
	2007			2006			Amount				Percent
Operating Revenues
Service	$	2,721,341		$	2,382,747		$	338,594			14.2	%
Equipment sales	200,813			188,289			12,524				6.7	%
Total Operating Revenues	2,922,154			2,571,036			351,118				13.7	%
Operating Expenses
System operations (excluding depreciation shown below)	529,172			468,980			60,192				12.8	%
Cost of equipment sold	470,356			417,489			52,867				12.7	%
Selling, general and administrative	1,141,803			1,028,865			112,938				11.0	%
Depreciation, amortization and accretion	447,889			429,451			18,438				4.3	%
Total Operating Expenses	2,589,220			2,344,785			244,435				10.4	%
Operating Income	332,934			226,251			106,683				47.2	%
Investment and Other Income (Expense)
Equity in earnings of unconsolidated entities	69,860			64,923			4,937				7.6	%
Interest and dividend income	8,598			10,996			(2,398			)	(21.8	%)
Interest expense	(64,634		)	(70,189		)	5,555				7.9	%
Fair value adjustment of derivative instruments	(5,388		)	(17,392		)	12,004				69.0	%
Gain on sale of investments	131,686			—			131,686				N/M
Other, net	(315		)	(163		)	(152			)	(93.3	%)
	139,807			(11,825		)	151,632				N/M
Income Before Income Taxes and Minority Interest	472,741			214,426			258,315				N/M
Income tax expense	176,542			77,903			98,639				N/M
Income Before Minority Interest	296,199			136,523			159,676				N/M
Minority share of income	(10,672		)	(11,138		)	466				4.2	%
Net Income	$	285,527		$	125,385		$		160,142		N/M
Basic Weighted Average Common Shares Outstanding (000s)	87,743			87,258			485				0.6	%
Basic Earnings Per Share	$	3.25		$	1.44		$		1.81		N/M
Diluted Weighted Average Common Shares Outstanding (000s)	88,680			88,071			609				0.7	%
Diluted Earnings Per Share	$	3.22		$	1.42		$		1.80		N/M

N/M - Percentage change not meaningful

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UNITED STATES CELLULAR CORPORATION

CONSOLIDATED BALANCE SHEET HIGHLIGHTS

(Unaudited, dollars in thousands)

ASSETS
	September 30,		December 31,
	2007		2006
Current Assets
Cash and cash equivalents	$	182,020	$	32,912
Marketable equity securities	16,133		249,039
Accounts receivable from customers and other	429,684		407,438
Inventory	113,078		117,189
Prepaid expenses	46,634		34,955
Other current assets	13,557		13,385
	801,106		854,918
Investments
Licenses	1,500,092		1,494,327
Goodwill	491,316		485,452
Customer lists	17,442		26,196
Marketable equity securities	—		4,873
Investments in unconsolidated entities	176,557		150,325
Notes and interest receivable—long-term	4,452		4,541
	2,189,859		2,165,714
Property, Plant and Equipment
In service and under construction	5,414,358		5,120,994
Less accumulated depreciation	2,844,527		2,492,146
	2,569,831		2,628,848
Other Assets and Deferred Charges	28,658		31,136
Total Assets	$	5,589,454	$	5,680,616

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LIABILITIES AND SHAREHOLDERS’ EQUITY
	September 30,			December 31,
	2007			2006
Current Liabilities
Prepaid forward contracts	$	—		$	159,856
Derivative liability	—			88,840
Notes payable	—			35,000
Accounts payable
Affiliated	9,175			13,568
Trade	244,176			241,303
Customer deposits and deferred revenues	143,923			123,344
Accrued taxes	46,641			26,913
Accrued compensation	50,801			47,842
Net deferred income tax liability	—			26,326
Other current liabilities	103,338			93,718
	598,054			856,710
Long-term Debt	1,002,180			1,001,839
Deferred Liabilities and Credits	759,600			792,088
Minority Interest	41,898			36,700
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	1,319,038			1,290,829
Treasury Shares	(28,601		)	(14,462		)
Accumulated other comprehensive income	10,009			80,382
Retained earnings	1,799,224			1,548,478
	3,187,722			2,993,279
Total Liabilities and Shareholders’ Equity	$	5,589,454		$	5,680,616

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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 fact and represent forward-looking statements, as this term is defined in the Private Securities Litigation Reform Act of 1995.  All statements, other than statements of historical facts, that address activities, events or developments that U.S. Cellular intends, expects, projects, believes, estimates, plans or anticipates will or may occur in the future are forward-looking statements.  The words “believes,” “anticipates,” “estimates,” “expects,” “plans,” “intends,” “projects” and similar expressions are intended to identify these forward-looking statements, but are not the exclusive means of identifying them. Such forward-looking statements involve known and unknown risks, uncertainties and other factors 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 U.S. Cellular’s Form 10-K for the year ended December 31, 2006.  However, such factors are not necessarily all of the important factors that could cause actual results, performance or achievements to differ materially from those expressed in, or implied by, the forward-looking statements contained in this document.  Other unknown or unpredictable factors also could have material adverse effects on future results, performance or achievements.  U.S. Cellular undertakes no obligation to update publicly any forward-looking statements whether as a result of new information, future events or otherwise.   You should carefully consider the Risk Factors in U.S. Cellular’s Form 10-K for the year ended December 31, 2006, the following factors and other information contained in, or incorporated by reference into, this Form 8-K and/or press release attached to this Form 8-K to understand the material risks relating to U.S. Cellular’s business.

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

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

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

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

•Changes in access to content for data, music 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 business to acquire adequate radio spectrum could have an adverse effect on U.S. Cellular’s business and operations.

•U.S. Cellular is likely to participate in FCC auctions of additional spectrum in the future and during certain periods, will be subject to the FCC’s anti-collusion rules, which could have an adverse effect on U.S. Cellular.

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

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

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

•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. These business factors may include but are not limited to demand, usage, pricing, growth, penetration, churn, expenses, customer acquisition and retention, roaming rates, minutes of use, mix of products and service and/or costs.

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

•Changes in U.S. Cellular’s enterprise value, changes in the 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.

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

•A significant portion of U.S. Cellular’s revenues is derived from customers who buy services through independent agents 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.

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

•Financial difficulties of U.S. Cellular’s key suppliers or vendors, or termination or impairment of U.S. Cellular’s relationships with such suppliers or vendors, or interruption of or interference in the delivery of equipment from such suppliers or vendors due to intellectual property disputes or other matters, could result in a delay or termination of U.S. Cellular’s receipt of equipment, services or content, which could adversely affect U.S. Cellular’s business and 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.

•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.

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

•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.

•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 credit rating, liquidity, financing arrangements, capital resources and ability to access the capital markets, including pursuant to shelf registration statements; could adversely affect U.S. Cellular’s listing arrangements on the American Stock Exchange and/or New York Stock Exchange; and/or could have other negative consequences, any of which could have an adverse effect on the trading prices of U.S. Cellular’s publicly traded equity and/or debt and/or 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.

•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.

•A failure to successfully remediate existing material weaknesses in internal control over financial reporting in a timely manner or the identification of additional 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.

•Early redemptions of debt 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 or Other Obligations in U.S. Cellullar’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 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.

•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 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. For example, if adopted, the Federal-State Joint Board on Universal Service recommendation to impose an interim cap on high-cost support received by competitive eligible telecommunications carriers from the Universal Service Fund could impair U.S. Cellular’s ability to offer service in many rural areas and could adversely affect its business, financial condition or results of operations.

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

•Settlements, judgments, restraints on its current or future manner of doing business 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.

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

•Certain matters, such as control by TDS and provisions in the U.S. Cellular restated certificate of incorporation, may serve to discourage or make more difficult a change in control of U.S. Cellular.

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

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.