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):  August 7, 2008

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))

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

On August 7, 2008, United States Cellular Corporation (“U.S. Cellular”) issued a news release announcing its results of operations for the period ended June 30, 2008.  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: August 7, 2008
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 August 7, 2008
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 on Aug. 7, 2008, 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 INCREASES IN SERVICE, DATA REVENUES

Service and data revenues up 9 percent and 45 percent in the quarter

Note: Comparisons are year over year unless otherwise noted.

2Q 2008 Highlights

·9.0 percent increase in service revenues, to $987.4 million.

·44.7 percent increase in data revenues, to $123.7 million, representing 12.5 percent of service revenues.

·5.7 percent increase in ARPU (average monthly service revenue per unit), to $53.27.

·Retail postpay churn remained flat at 1.4 percent; postpay customers comprised 95 percent of retail customers.

·7.4 percent increase in cell sites in service, to 6,596.

·Repurchased 150,000 common shares for $8.3 million, to offset dilution from employee benefit plans.

CHICAGO – Aug.7, 2008 – United States Cellular Corporation [AMEX:USM] reported service revenues of $987.4 million for the second quarter of 2008, a 9.0 percent increase from $906.2 million in the comparable period one year ago. The company recorded operating income of $117.9 million, down from $123.5 million in the second quarter of 2007. Net income and diluted earnings per share were $72.6 million and $0.83, respectively, for the second quarter of 2008, compared to $147.6 million and $1.67, respectively, in the comparable period one year ago.*

*In the second quarter of 2007, the company recorded a $131.7 million pre-tax gain on the settlement of the Vodafone Group Plc variable prepaid forward contracts and sale of the remaining Vodafone ADRs, and also a $17.8 million pre-tax loss on fair value adjustments to the variable prepaid forward contracts prior to the settlement.

1

“Our continued, solid growth in service and data revenues demonstrates that we’re delivering the services and products customers want,” said John E. Rooney, U.S. Cellular® president and CEO. “These revenue increases have driven a substantial increase in ARPU, with more than 50 percent of our customers using at least one data service. And our low, 1.4 percent churn rate is proof that our customers believe in U.S. Cellular and in the communications experience we provide, even as they may be tightening their budgets in response to the economic slowdown.

“Sales of our BlackBerry® and Windows™ smartphones continue to surpass our expectations, and smartphone customers typically generate considerably higher ARPU than other customers. We consider this a meaningful growth area for U.S. Cellular. To help ensure that our smart phone customers receive a high-quality service experience, U.S. Cellular is expanding its EVDO coverage in select service areas, with the goal of reaching approximately 30 percent of our covered population in 2008, and we plan to continue the expansion in 2009. We also continue to strengthen our overall network with new cell towers in key areas.

“While net retail customer additions for the quarter were disappointing, we’re taking significant steps to further differentiate our customer satisfaction-based business model in a tough competitive environment. With U.S. Cellular’s new Believe in Something BetterSM branding campaign launched in June, we’re showing that we recognize that wireless plays an important role in our customers’ lives that goes well beyond just completing calls. Along with the campaign, we have invested in new store environments, and we continue to invest in associate training, so that our associates can deliver the ideal customer experience. We’re investing in our business and in our customers for the long term.”

Guidance

Guidance for the year ending Dec. 31, 2008 is as follows. There can be no assurance that final results will not differ materially from this guidance.

U.S. Cellular 2008 guidance as of Aug. 7, 2008 is as follows:

Net Retail Customer Additions	175,000 - 225,000
Service Revenues	$3.9 - 4.0 billion**
Operating Income	$385 - 435 million
Depreciation, Amortization & Accretion***	Approx. $615 million**
Capital Expenditures	$525 - 575 million

** Unchanged from guidance issued on May 7, 2008

*** Includes losses on exchange and disposals of assets

The foregoing guidance represents the views of management as of Aug. 7, 2008 and should not be assumed to be accurate as of any other date. U.S. Cellular undertakes no legal duty to update such information, whether as a result of new information, future events, or otherwise.

Conference call information

U.S. Cellular will hold a conference call on Aug. 7, 2008 at 10:00 a.m. Chicago time.

·Access the live call online at http://www.videonewswire.com/event.asp?id=50620or on the Conference Calls page of www.uscellular.com.

·Access the call by phone at 800/723-6498 (US/Canada) and use conference ID 6948709.

Before the call, certain financial and statistical information to be discussed during the call will be posted to the Conference Calls page of www.uscellular.com, together with reconciliations to generally accepted accounting principles (GAAP) of any non-GAAP information to be disclosed. The call will be archived on the Conference Calls page of www.uscellular.com.

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About U.S. Cellular®

United States Cellular Corporation, the nation’s sixth-largest, full-service wireless carrier, provides a comprehensive range of wireless products and services, excellent customer support, and a high-quality network to nearly 6.2 million customers in 26 states. The Chicago-based company employed 8,400 full-time equivalent associates as of June 30, 2008. For more information about U.S. Cellular, visit www.uscellular.com.

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

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UNITED STATES CELLULAR CORPORATION

SUMMARY OPERATING DATA

Quarter Ended	6/30/2008			3/31/2008			12/31/2007			9/30/2007			6/30/2007
Total Population:
Consolidated markets (1)	82,875,000			82,846,000			82,371,000			81,841,000			81,581,000
Consolidated operating markets (1)	45,493,000			45,262,000			44,955,000			44,955,000			44,955,000
All customers:
Customer units (2)	6,194,000			6,175,000			6,102,000			6,058,000			6,010,000
Gross customer unit additions	365,000			409,000			436,000			447,000			418,000
Net customer unit additions	16,000			74,000			44,000			48,000			37,000
Market penetration at end of period:
Consolidated markets (3)	7.5		%	7.5		%	7.4		%	7.4		%	7.4		%
Consolidated operating markets (3)	13.6		%	13.6		%	13.6		%	13.5		%	13.4		%
Retail customers:
Customer units (2)	5,677,000			5,640,000			5,564,000			5,500,000			5,448,000
Gross customer unit additions	318,000			360,000			367,000			374,000			347,000
Net customer unit additions	34,000			85,000			64,000			52,000			71,000
Cell sites in service	6,596			6,452			6,383			6,255			6,140
Average monthly revenue per unit (4)	$	53.27		$	52.24		$	52.57		$	52.73		$	50.42
Retail service revenue per unit (4)	$	45.62		$	45.30		$	45.45		$	45.02		$	43.87
Inbound roaming revenue per unit (4)	$	3.40		$	2.94		$	3.09		$	3.36		$	2.68
Long-distance/other revenue per unit (4)	$	4.25		$	4.00		$	4.03		$	4.35		$	3.87
Minutes of use (MOU) (5)	1,012			951			908			888			858
Retail postpay churn rate per month (6)	1.4		%	1.4		%	1.5		%	1.6		%	1.4		%
Construction Expenditures (000s)	$	137,800		$	111,700		$	188,100		$	130,600		$	137,100

(1)“Total population of consolidated markets” and “Total population of consolidated operating markets” are used only for the purposes of calculating market penetration of consolidated markets and consolidated operating markets, respectively, which is calculated by dividing customers by the total market population (without duplication of population in overlapping markets).

(2)All customer units and Retail customer units as of June 30, 2008 include one time adjustments, resulting from a review of U.S. Cellular’s customer reporting procedures.

(3)Calculated by dividing the number of wireless customers at the end of the period by the total population of consolidated markets and consolidated operating markets, respectively, as estimated by Claritas.

(4)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	$	987,352	$	962,094	$	957,896	$	954,540	$	906,218
Components:
Retail service revenue during quarter	845,564		834,213		828,169		814,948		788,535
Inbound roaming revenue during quarter	63,033		54,089		56,358		60,843		48,084
Long-distance/other revenue during quarter	78,755		73,792		73,369		78,749		69,599
Divided by average customers during quarter (000s)	6,178		6,139		6,074		6,034		5,991
Divided by three months in each quarter	3		3		3		3		3
Average monthly revenue per unit	$	53.27	$	52.24	$	52.57	$	52.73	$	50.42
Retail service revenue per unit	$	45.62	$	45.30	$	45.45	$	45.02	$	43.87
Inbound roaming revenue per unit	$	3.40	$	2.94	$	3.09	$	3.36	$	2.68
Long-distance/other revenue per unit	$	4.25	$	4.00	$	4.03	$	4.35	$	3.87

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

(6)Retail postpay churn rate per month is calculated by dividing the total monthly retail postpay customer disconnects during the quarter by the average retail postpay customer base for the quarter.

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UNITED STATES CELLULAR CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS HIGHLIGHTS

Three Months Ended June 30,

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

							Increase (Decrease)
	2008			2007			Amount			Percent
Operating Revenues
Service	$	987,352		$	906,218		$	81,134		9.0	%
Equipment sales	73,240			65,428			7,812			11.9	%
Total Operating Revenues	1,060,592			971,646			88,946			9.2	%
Operating Expenses
System operations (excluding Depreciation, amortization and accretion reported below)	196,652			176,409			20,243			11.5	%
Cost of equipment sold	172,194			148,241			23,953			16.2	%
Selling, general and administrative	422,367			374,668			47,699			12.7	%
Depreciation, amortization and accretion	145,258			146,024			(766		)	(0.5	)%
Loss on asset disposals, net	6,219			2,832			3,387			N/M
Total Operating Expenses	942,690			848,174			94,516			11.1	%
Operating Income	117,902			123,472			(5,570		)	(4.5	)%
Investment and Other Income (Expense)
Equity in earnings of unconsolidated entities	22,807			22,980			(173		)	(0.8	)%
Interest and dividend income	1,429			2,653			(1,224		)	(46.1	)%
Fair value adjustment of derivative instruments	—			(17,849		)	17,849			N/M
Gain on sale of investments	—			131,686			(131,686		)	N/M
Interest expense	(20,774		)	(21,325		)	551			2.6	%
Other, net	600			91			509			N/M
	4,062			118,236			(114,174		)	(96.6	)%
Income Before Income Taxes and Minority Interest	121,964			241,708			(119,744		)	(49.5	)%
Income tax expense	44,016			91,500			(47,484		)	(51.9	)%
Income Before Minority Interest	77,948			150,208			(72,260		)	(48.1	)%
Minority share of income, net of tax	(5,346		)	(2,637		)	(2,709		)	N/M
Net Income	$	72,602		$	147,571		$	(74,969	)	(50.8	)%
Basic Weighted Average Common Shares Outstanding	87,571			87,590			(19		)	(0.0	)%
Basic Earnings Per Share	$	0.83		$	1.68		$	(0.85	)	(50.6	)%
Diluted Weighted Average Common Shares Outstanding	87,872			88,410			(538		)	(0.6	)%
Diluted Earnings Per Share	$	0.83		$	1.67		$	(0.84	)	(50.3	)%

N/M - Percentage change not meaningful

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UNITED STATES CELLULAR CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS HIGHLIGHTS

Six Months Ended June 30,

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

							Increase (Decrease)
	2008			2007			Amount			Percent
Operating Revenues
Service	$	1,949,446		$	1,766,801		$	182,645		10.3	%
Equipment sales	149,002			139,519			9,483			6.8	%
Total Operating Revenues	2,098,448			1,906,320			192,128			10.1	%
Operating Expenses
System operations (excluding Depreciation, amortization and accretion reported below)	387,668			343,693			43,975			12.8	%
Cost of equipment sold	346,231			298,985			47,246			15.8	%
Selling, general and administrative	830,001			733,534			96,467			13.2	%
Depreciation, amortization and accretion	287,788			291,976			(4,188		)	(1.4	)%
Loss on asset disposals, net	9,892			6,137			3,755			61.2	%
Total Operating Expenses	1,861,580			1,674,325			187,255			11.2	%
Operating Income	236,868			231,995			4,873			2.1	%
Investment and Other Income (Expense)
Equity in earnings of unconsolidated entities	44,042			46,078			(2,036		)	(4.4	)%
Interest and dividend income	3,334			5,203			(1,869		)	(35.9	)%
Fair value adjustment of derivative instruments	—			(5,388		)	5,388			N/M
Gain on sale of investments	—			131,686			(131,686		)	N/M
Interest expense	(40,889		)	(45,009		)	4,120			9.2	%
Other, net	718			(494		)	1,212			N/M
	7,205			132,076			(124,871		)	(94.5	)%
Income Before Income Taxes and Minority Interest	244,073			364,071			(119,998		)	(33.0	)%
Income tax expense	91,556			135,388			(43,832		)	(32.4	)%
Income Before Minority Interest	152,517			228,683			(76,166		)	(33.3	)%
Minority share of income, net	(9,358		)	(6,711		)	(2,647		)	(39.4	)%
Net Income	$	143,159		$	221,972		$	(78,813	)	(35.5	)%
Basic Weighted Average Common Shares Outstanding	87,571			87,735			(164		)	(0.2	)%
Basic Earnings Per Share	$	1.63		$	2.53		$	(0.90	)	(35.6	)%
Diluted Weighted Average Common Shares Outstanding	87,963			88,615			(652		)	(0.7	)%
Diluted Earnings Per Share	$	1.63		$	2.50		$	(0.87	)	(34.8	)%

N/M - Percentage change not meaningful

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UNITED STATES CELLULAR CORPORATION

CONSOLIDATED BALANCE SHEET HIGHLIGHTS

(Unaudited, dollars in thousands)

ASSETS

	June 30,		December 31,
	2008		2007
Current Assets
Cash and cash equivalents	$	101,155	$	204,533
Marketable equity securities	16,508		16,352
Accounts receivable from customers and other	442,415		435,497
Inventory	120,817		100,990
Prepaid expenses	51,923		41,588
Other current assets	42,448		34,793
	775,266		833,753
Investments
Licenses	1,792,728		1,482,446
Goodwill	493,918		491,316
Customer lists	12,451		15,375
Investments in unconsolidated entities	157,162		157,693
Notes and interest receivable—long-term	4,359		4,422
	2,460,618		2,151,252
Property, Plant and Equipment
In service and under construction	5,612,054		5,409,115
Less accumulated depreciation	3,045,114		2,814,019
	2,566,940		2,595,096
Other Assets and Deferred Charges	29,728		31,773
Total Assets	$	5,832,552	$	5,611,874

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UNITED STATES CELLULAR CORPORATION

CONSOLIDATED BALANCE SHEET HIGHLIGHTS

(Unaudited, dollars in thousands)

LIABILITIES AND SHAREHOLDERS’ EQUITY

	June 30,			December 31,
	2008			2007
Current Liabilities
Notes payable	$	50,000		$	—
Accounts payable
Affiliated	8,690			8,519
Trade	256,196			252,272
Customer deposits and deferred revenues	153,860			143,445
Accrued taxes	42,969			43,105
Accrued compensation	36,680			59,224
Other current liabilities	97,220			97,678
	645,615			604,243
Long-Term Debt	1,007,054			1,002,293
Deferred Liabilities and Credits	799,597			765,786
Minority Interest	48,391			43,396
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	1,329,212			1,316,042
Treasury Shares	(45,414		)	(41,094		)
Accumulated other comprehensive income	10,233			10,134
Retained earnings	1,949,812			1,823,022
	3,331,895			3,196,156
Total Liabilities and Shareholders’ Equity	$	5,832,552		$	5,611,874

8

UNITED STATES CELLULAR CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended June 30,

(Unaudited, dollars in thousands)

	2008			2007
Cash Flows from Operating Activities
Net income	$	143,159		$	221,972
Add (deduct) adjustments to reconcile net income to netcash flows from operating activities:
Depreciation, amortization and accretion	287,788			291,976
Bad debts expense	32,426			23,870
Stock-based compensation expense	6,481			8,177
Deferred income taxes, net	27,231			5,002
Equity in earnings of unconsolidated entities	(44,042		)	(46,078		)
Distributions from unconsolidated entities	45,569			43,169
Minority share of income	9,358			6,711
Unrealized fair value adjustment of derivative instruments	—			5,388
Gain on sale of investments	—			(131,686		)
Loss on asset disposals, net	9,892			6,137
Noncash interest expense	886			890
Excess tax benefit from stock awards	(896		)	(9,679		)
Other operating activities	—			(5,000		)
Changes in assets and liabilities from operations:
Change in accounts receivable	(50,059		)	(30,103		)
Change in inventory	(19,816		)	(770		)
Change in accounts payable - trade	2,838			(3,781		)
Change in accounts payable - affiliate	171			(3,530		)
Change in customer deposits and deferred revenues	10,406			17,606
Change in accrued taxes	1,471			60,418
Change in accrued interest	455			(742		)
Change in other assets and liabilities	(36,486		)	(19,510		)
	426,832			440,437
Cash Flows from Investing Activities
Additions to property, plant and equipment	(249,500		)	(246,790		)
Proceeds from sale of investments	—			4,301
Cash received from divestitures	6,838			4,277
Cash paid for acquisitions	(312,615		)	(18,283		)
Other investing activities	(1,215		)	(156		)
	(556,492		)	(256,651		)
Cash Flows from Financing Activities
Issuance of notes payable	100,000			25,000
Repayment of notes payable	(50,000		)	(60,000		)
Common shares reissued, net of tax payments	(1,878		)	9,223
Common shares repurchased	(14,516		)	(49,057		)
Excess tax benefit from exercise of stock awards	896			9,679
Capital distributions to minority partners	(6,022		)	(5,461		)
Other financing activities	(2,198		)	—
	26,282			(70,616		)
Net Increase (Decrease) in Cash and Cash Equivalents	(103,378		)	113,170
Cash and Cash Equivalents
Beginning of period	204,533			32,912
End of period	$	101,155		$	146,082

9

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 the most recent filing of U.S. Cellular’s Form 10-K, as updated by any U.S. Cellular Form 10-Q filed subsequent to such Form 10-K.  However, such factors are not necessarily all of the important factors that could cause actual results, performance or achievements to differ materially from those expressed in, or implied by, the forward-looking statements contained in this document.  Other unknown or unpredictable factors also could have material adverse effects on future results, performance or achievements.  U.S. Cellular undertakes no obligation to update publicly any forward-looking statements whether as a result of new information, future events or otherwise.   You should carefully consider the Risk Factors in the most recent filing of U.S. Cellular’s Form 10-K, as updated by any U.S. Cellular Form 10-Q filed subsequent to such Form 10-K, the following factors and other information contained in, or incorporated by reference into, this Form 8-K and/or press release attached to this Form 8-K to understand the material risks relating to U.S. Cellular’s business.

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

·A failure by U.S. Cellular’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. Such agreements cover traditional voice services as well as data services, which are an area of strong growth for U.S. Cellular and other carriers. U.S. Cellular’s rate of adoption of new technologies, such as those enabling high speed data services, could affect its ability to enter into or maintain roaming agreements with other carriers.

·U.S. Cellular currently recognizes a significant amount of inbound roaming revenues. As a result of recently announced acquisitions in the wireless industry, U.S. Cellular anticipates that inbound roaming revenues could decline significantly over the next several quarters, which 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.

·To the extent conducted by the FCC, 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.

·The expected future completion of recently announced acquisitions will lead to increased consolidation in the wireless telecommunications industry.  U.S. Cellular’s lower scale relative to larger wireless carriers could prevent or delay its access to new products including handsets, new technology and/or new content and applications which could adversely affect U.S. Cellular’s ability to attract and retain customers and, as a result, could adversely affect its business, financial condition or results of operations.

·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 factors include, but are not limited to, demand for or usage of services; the pricing of services; the overall size and growth rate of U.S. Cellular’s customer base; average revenue per unit; penetration rates; churn rates; selling expenses; net customer acquisition and retention costs; roaming rates; minutes of use; the mix of products and services offered by U.S. Cellular and purchased by customers; and the costs of providing products and services.

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

·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, customer lists 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 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 construction 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, termination or impairment of U.S. Cellular’s relationships with such suppliers or vendors, or a failure by U.S. Cellular to manage its supply chain effectively could result in delays or termination of U.S. Cellular’s receipt of required equipment or services, or could result in excess quantities of required equipment or services, any of which could adversely affect U.S. Cellular’s business, financial condition or results of operations.

·U.S. Cellular has significant investments in entities that it does not control. Losses in the value of such investments could have an adverse effect on U.S. Cellular’s 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 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 including the ability to borrow under the revolving credit facility, capital resources or 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 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.

·A failure to successfully remediate the existing material weakness 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 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.

·An increase in the amount of U.S. Cellular’s debt in the future could subject U.S. Cellular to higher interest costs and restrictions on its financing, investing and operating activities and could 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.

·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-looking 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.