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 5, 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)

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

On November 5, 2008, United States Cellular Corporation (“U.S. Cellular”) issued a news release announcing its results of operations for the period ended September 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.

2

SIGNATURES

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

United States Cellular Corporation
(Registrant)
Date: November 5, 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 November 5, 2008
99.2	Private Securities Litigation Reform Act of 1995 Safe Harbor Cautionary Statement

4

EX-99.1

Exhibit 99.1

NEWS RELEASE

As previously announced, U.S. Cellular® will hold a teleconference on Nov. 5, 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 6.2 percent and 35 percent in the quarter

Note: Comparisons are year over year unless otherwise noted.

3Q 2008 Highlights

·6.2 percent increase in service revenues, to $1,013.9 million.

·34.5 percent increase in data revenues, to $130.2 million, representing 12.8 percent of service revenues.

·3.5 percent increase in ARPU (average monthly service revenue per unit), to $54.59.

·Retail postpay churn was unchanged at 1.6 percent; postpay customers comprised 94.8 percent of retail customers.

·7.4 percent increase in cell sites in service, to 6,716.

·Repurchased 150,000 common shares for $8.6 million to offset dilution from employee benefit plans.

CHICAGO – Nov. 5, 2008 – United States Cellular Corporation [NYSE:USM] reported service revenues of $1,013.9 million for the third quarter of 2008, a 6.2 percent increase from $954.5 million in the comparable period one year ago. The company recorded operating income of $120.0 million, up from $100.9 million in the third quarter of 2007. Net income and diluted earnings per share were $89.9 million and $1.02, respectively, for the third quarter of 2008, compared to $63.6 million and $0.72, respectively, in the comparable period one year ago.

“We had solid performance this quarter, with increased revenues and a slight expansion in our margins,” said John E. Rooney, U.S. Cellular president and CEO. “We had a four percent increase in ARPU, which has risen year over year for the past 12 quarters, and that helped to drive service revenues. Customers continue to choose our smart phones and touchscreen phones, and that’s helping to drive the increase in ARPU as well.

“We added 12,000 retail postpay customers in the quarter, fewer than we expected,” continued Rooney, “which might be partly a result of the overall economic downturn. Foot traffic in our stores has slowed a bit, and we also had some losses in the prepaid customer segment, resulting in an overall net loss of customers. However, retail postpay customers are 95 percent of our retail customer base, and the fact that retail postpay churn was flat in the third quarter compared to this period last year tells us that those customers are staying put.

“Going forward, we plan to continue to introduce high-value, high-demand products and services,” added Rooney, “such as the Delve™ premium touchscreen phone from Samsung, which will be available in early November. And to support our rapidly growing base of customers opting for our BlackBerry® and Windows Mobile® smartphone solutions, we brought mobile broadband (EVDO Release A) to several major metro markets in late October and plan to continue the expansion in 2009. Customers continue to respond positively to U.S. Cellular services and features that put their needs first, like My Contacts Backup, Your NavigatorTM, free inbound calling on all of our current rate plans, the ability to change plans with no fee, Premium Data Plans, and U.S. Cellular’s Search & Info, a new easyedgeSM application that gives customers the ability to easily search for ring tones, wallpapers, games and applications.

“The wireless industry remains very competitive, and we’re keeping our high-value, postpay customers satisfied by maintaining the high level of customer service they expect and deserve from their wireless company. U.S. Cellular has a competitive lineup of handsets and services, a strong balance sheet, and—most importantly—associates who are dedicated to ensuring an exceptional experience for our customers.”

Gain on sale of investments

The acquisition of Rural Cellular Corporation (“RCC”) by Verizon Wireless was completed in August.  The company received cash of $45 per share in exchange for each RCC share owned and recorded a $16.4 million gain.

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 Nov. 5, 2008 is as follows:

Net Retail Customer Additions	125,000-160,000
Service Revenues	$3,925-$3,975 million
Operating Income (1)	$385-$435 million
Depreciation, Amortization & Accretion (1) (2)	Approx. $615 million
Capital Expenditures (1)	$525-$575 million

(1) Unchanged from guidance issued on August 7, 2008.

(2) Includes losses on exchange and disposals of assets.

The foregoing guidance represents the views of management as of Nov. 5, 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.

2

Conference call information

U.S. Cellular will hold a conference call on Nov. 5, 2008 at 10:00 a.m. Chicago time.

·Access the live call online at http://www.videonewswire.com/event.asp?id=52912 or on the Conference Calls page of www.uscellular.com.

·Access the call by phone at 800/706-9695 (US/Canada) and use conference ID #71161042.

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.

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 Sept. 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; the current credit crisis affecting financial markets, and it effects on the overall economy; competition; the state and federal telecommunications regulatory environment; the value of assets and investments; adverse changes in the ratings afforded our debt securities by accredited ratings organizations; industry consolidation; advances in telecommunications technology; uncertainty of access to the capital markets; 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.

3

UNITED STATES CELLULAR CORPORATION

SUMMARY OPERATING DATA

Quarter Ended	9/30/2008			6/30/2008			3/31/2008			12/31/2007			9/30/2007
Total Population:
Consolidated markets (1)	82,875,000			82,875,000			82,846,000			82,371,000			81,841,000
Consolidated operating markets (1)	45,493,000			45,493,000			45,262,000			44,955,000			44,955,000
All customers:
Customer units (2)	6,176,000			6,194,000			6,175,000			6,102,000			6,058,000
Gross customer unit additions	367,000			365,000			409,000			436,000			447,000
Net customer unit additions (losses)	(18,000		)	16,000			74,000			44,000			48,000
Market penetration at end of period:
Consolidated markets (3)	7.5		%	7.5		%	7.5		%	7.4		%	7.4		%
Consolidated operating markets (3)	13.6		%	13.6		%	13.6		%	13.6		%	13.5		%
Retail customers:
Customer units (2)	5,674,000			5,677,000			5,640,000			5,564,000			5,500,000
Gross customer unit additions	325,000			318,000			360,000			367,000			374,000
Net postpay customer unit additions	12,000			33,000			71,000			70,000			73,000
Net prepay customer unit additions (losses)	(15,000		)	1,000			14,000			(6,000		)	(21,000		)
Cell sites in service	6,716			6,596			6,452			6,383			6,255
Average monthly revenue per unit (4)	$	54.59		$	53.27		$	52.24		$	52.57		$	52.73
Retail service revenue per unit (4)	$	46.04		$	45.62		$	45.30		$	45.45		$	45.02
Inbound roaming revenue per unit (4)	$	3.73		$	3.40		$	2.94		$	3.09		$	3.36
Long-distance/other revenue per unit (4)	$	4.82		$	4.25		$	4.00		$	4.03		$	4.35
Minutes of use (MOU) - Voice (5)	695			704			701			689			680
Retail postpay churn rate per month (6)	1.6		%	1.4		%	1.4		%	1.5		%	1.6		%
Construction Expenditures (000s)	$	146,100		$	137,800		$	111,700		$	188,100		$	130,600

(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 as of September 30, 2007, December 31, 2007 and March 31, 2008, and retail customer units as of March 31, 2008 have been adjusted from amounts previously reported, as a result of 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 (000s)	$	1,013,928	$	987,352	$	962,094	$	957,896	$	954,540
Components:
Retail service revenue (000s)	855,167		845,564		834,213		828,169		814,948
Inbound roaming revenue (000s)	69,319		63,033		54,089		56,358		60,843
Long-distance/other revenue (000s)	89,442		78,755		73,792		73,369		78,749
Divided by average customers (000s)	6,191		6,178		6,139		6,074		6,034
Divided by three months in each quarter	3		3		3		3		3
Average monthly revenue per unit	$	54.59	$	53.27	$	52.24	$	52.57	$	52.73
Retail service revenue per unit	$	46.04	$	45.62	$	45.30	$	45.45	$	45.02
Inbound roaming revenue per unit	$	3.73	$	3.40	$	2.94	$	3.09	$	3.36
Long-distance/other revenue per unit	$	4.82	$	4.25	$	4.00	$	4.03	$	4.35

(5)Average monthly local voice 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.

4

UNITED STATES CELLULAR CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS HIGHLIGHTS

Three Months Ended September 30,

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

							Increase (Decrease)
	2008			2007			Amount			Percent
Operating Revenues
Service	$	1,013,928		$	954,540		$	59,388		6.2	%
Equipment sales	77,947			61,294			16,653			27.2	%
Total Operating Revenues	1,091,875			1,015,834			76,041			7.5	%
Operating Expenses
System operations (excluding Depreciation, amortization and accretion reported below)	197,473			185,479			11,994			6.5	%
Cost of equipment sold	180,584			161,428			19,156			11.9	%
Selling, general and administrative	441,543			418,212			23,331			5.6	%
Depreciation, amortization and accretion	145,434			148,014			(2,580		)	(1.7	)%
Loss on asset disposals, net	6,884			1,762			5,122			N/M
Total Operating Expenses	971,918			914,895			57,023			6.2	%
Operating Income	119,957			100,939			19,018			18.8	%
Investment and Other Income (Expense)
Equity in earnings of unconsolidated entities	22,319			23,782			(1,463		)	(6.2	)%
Interest and dividend income	1,137			3,395			(2,258		)	(66.5	)%
Gain on disposition of investments	16,628			—			16,628			N/M
Interest expense	(19,722		)	(19,625		)	(97		)	(0.5	)%
Other, net	391			179			212			N/M
Total Investment and Other Income (Expense)	20,753			7,731			13,022			N/M
Income Before Income Taxes and Minority Interest	140,710			108,670			32,040			29.5	%
Income tax expense	45,506			41,154			4,352			10.6	%
Income Before Minority Interest	95,204			67,516			27,688			41.0	%
Minority share of income, net of tax	(5,255		)	(3,961		)	(1,294		)	(32.7	)%
Net Income	$	89,949		$	63,555		$	26,394		41.5	%
Basic Weighted Average Common Shares Outstanding	87,460			87,757			(297		)	(0.3	)%
Basic Earnings Per Share	$	1.03		$	0.72		$	0.31		43.1	%
Diluted Weighted Average Common Shares Outstanding	87,833			88,589			(756		)	(0.9	)%
Diluted Earnings Per Share	$	1.02		$	0.72		$	0.30		41.7	%

N/M - Percentage change not meaningful

5

UNITED STATES CELLULAR CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS HIGHLIGHTS

Nine Months Ended September 30,

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

							Increase (Decrease)
	2008			2007			Amount			Percent
Operating Revenues
Service	$	2,963,374		$	2,721,341		$	242,033		8.9	%
Equipment sales	226,949			200,813			26,136			13.0	%
Total Operating Revenues	3,190,323			2,922,154			268,169			9.2	%
Operating Expenses
System operations (excluding Depreciation, amortization and accretion reported below)	585,141			529,172			55,969			10.6	%
Cost of equipment sold	526,815			460,413			66,402			14.4	%
Selling, general and administrative	1,271,544			1,151,746			119,798			10.4	%
Depreciation, amortization and accretion	433,222			439,990			(6,768		)	(1.5	)%
Loss on asset disposals, net	16,776			7,899			8,877			N/M
Total Operating Expenses	2,833,498			2,589,220			244,278			9.4	%
Operating Income	356,825			332,934			23,891			7.2	%
Investment and Other Income (Expense)
Equity in earnings of unconsolidated entities	66,361			69,860			(3,499		)	(5.0	)%
Interest and dividend income	4,471			8,598			(4,127		)	(48.0	)%
Fair value adjustment of derivative instruments	—			(5,388		)	5,388			N/M
Gain on disposition of investments	16,628			131,686			(115,058		)	(87.4	)%
Interest expense	(60,611		)	(64,634		)	4,023			6.2	%
Other, net	1,109			(315		)	1,424			N/M
Total Investment and Other Income (Expense)	27,958			139,807			(111,849		)	(80.0	)%
Income Before Income Taxes and Minority Interest	384,783			472,741			(87,958		)	(18.6	)%
Income tax expense	137,062			176,542			(39,480		)	(22.4	)%
Income Before Minority Interest	247,721			296,199			(48,478		)	(16.4	)%
Minority share of income, net of tax	(14,613		)	(10,672		)	(3,941		)	(36.9	)%
Net Income	$	233,108		$	285,527		$	(52,419	)	(18.4	)%
Basic Weighted Average Common Shares Outstanding	87,534			87,743			(209		)	(0.2	)%
Basic Earnings Per Share	$	2.66		$	3.25		$	(0.59	)	(18.2	)%
Diluted Weighted Average Common Shares Outstanding	87,908			88,680			(772		)	(0.9	)%
Diluted Earnings Per Share	$	2.65		$	3.22		$	(0.57	)	(17.7	)%

N/M - Percentage change not meaningful

6

UNITED STATES CELLULAR CORPORATION

CONSOLIDATED BALANCE SHEET HIGHLIGHTS

(Unaudited, dollars in thousands)

ASSETS

	September 30,		December 31,
	2008		2007
Current Assets
Cash and cash equivalents	$	177,608	$	204,533
Marketable equity securities	—		16,352
Accounts receivable from customers and other	443,534		435,497
Inventory	112,553		100,990
Prepaid expenses	59,565		41,588
Other current assets	35,082		34,793
	828,342		833,753
Investments
Licenses	1,794,843		1,482,446
Goodwill	493,918		491,316
Customer lists	10,544		15,375
Investments in unconsolidated entities	175,424		157,693
Notes and interest receivable—long-term	4,328		4,422
	2,479,057		2,151,252
Property, Plant and Equipment
In service and under construction	5,754,793		5,409,115
Less accumulated depreciation	3,179,513		2,814,019
	2,575,280		2,595,096
Other Assets and Deferred Charges	31,290		31,773
Total Assets	$	5,913,969	$	5,611,874

7

UNITED STATES CELLULAR CORPORATION

CONSOLIDATED BALANCE SHEET HIGHLIGHTS

(Unaudited, dollars in thousands)

LIABILITIES AND SHAREHOLDERS’ EQUITY

	September 30,			December 31,
	2008			2007
Current Liabilities
Accounts payable
Affiliated	$	8,653		$	8,519
Trade	264,740			252,272
Customer deposits and deferred revenues	152,988			143,445
Accrued taxes	35,874			43,105
Accrued compensation	52,296			59,224
Other current liabilities	100,025			97,678
	614,576			604,243
Long-Term Debt	1,006,431			1,002,293
Deferred Liabilities and Credits	832,512			765,786
Minority Interest	51,684			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	1,335,241			1,316,042
Treasury Shares	(50,361		)	(41,094		)
Accumulated other comprehensive income	—			10,134
Retained earnings	2,035,834			1,823,022
	3,408,766			3,196,156
Total Liabilities and Shareholders’ Equity	$	5,913,969		$	5,611,874

8

UNITED STATES CELLULAR CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended September 30,

(Unaudited, dollars in thousands)

	2008			2007
Cash Flows from Operating Activities
Net income	$	233,108		$	285,527
Add (deduct) adjustments to reconcile net income to net cash flows from operating activities:
Depreciation, amortization and accretion	433,222			439,990
Bad debts expense	52,753			46,539
Stock-based compensation expense	11,293			11,383
Deferred income taxes, net	44,486			(10,756		)
Equity in earnings of unconsolidated entities	(66,361		)	(69,860		)
Distributions from unconsolidated entities	50,859			47,595
Minority share of income	14,613			10,672
Unrealized fair value adjustment of derivative instruments	—			5,388
Gain on disposition of investments	(16,628		)	(131,686		)
Loss on asset disposals, net	16,776			7,899
Other noncash expense	1,539			1,333
Excess tax benefit from stock awards	(1,018		)	(11,374		)
Other operating activities	—			(5,000		)
Changes in assets and liabilities from operations:
Change in accounts receivable	(71,551		)	(72,684		)
Change in inventory	(11,552		)	4,224
Change in accounts payable - trade	11,383			2,873
Change in accounts payable - affiliate	134			(4,393		)
Change in customer deposits and deferred revenues	9,534			20,413
Change in accrued taxes	(1,724		)	39,302
Change in accrued interest	9,787			8,595
Change in other assets and liabilities	(24,073		)	(4,267		)
	696,580			621,713
Cash Flows from Investing Activities
Additions to property, plant and equipment	(395,637		)	(377,399		)
Proceeds from disposition of investments	16,690			4,301
Cash received from divestitures	6,838			4,277
Cash paid for acquisitions and licenses	(314,730		)	(18,283		)
Other investing activities	(1,255		)	(1,346		)
	(688,094		)	(388,450		)
Cash Flows from Financing Activities
Issuance of notes payable	100,000			25,000
Repayment of notes payable	(100,000		)	(60,000		)
Common shares reissued, net of tax payments	(1,286		)	12,181
Common shares repurchased	(23,146		)	(65,202		)
Excess tax benefit from exercise of stock awards	1,018			11,374
Capital distributions to minority partners	(9,146		)	(7,508		)
Other financing activities	(2,851		)	—
	(35,411		)	(84,155		)
Net Increase (Decrease) in Cash and Cash Equivalents	(26,925		)	149,108
Cash and Cash Equivalents
Beginning of period	204,533			32,912
End of period	$	177,608		$	182,020

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 roaming revenues. As a result of recently announced acquisitions in the wireless industry, U.S. Cellular anticipates that 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 has in the past and could in the future prevent or delay its access to new products including handsets, new technology and/or new content and applications which could adversely affect U.S. Cellular’s ability to attract and retain customers and, as a result, could adversely affect its business, financial condition or results of operations.

· 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, High-Speed Access Packets, 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 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.

· 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.

· 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.

· 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.

· Recent market events and conditions, including disruption in credit and other financial markets and the deterioration of U.S. and global economic conditions, could, among other things, impede U.S. Cellular’s access to or increase the cost of financing its operating and investment activities and/or result in reduced revenues and lower operating income and cash flows, which would have an adverse effect on U.S. Cellular’s financial condition or results of operations.

· Uncertainty of access to capital for telecommunications companies, deterioration in the capital markets, other changes in market conditions, changes in U.S. Cellular’s credit ratings or other factors could limit or restrict the availability of financing on terms and prices acceptable to U.S. Cellular, which could require U.S. Cellular to reduce its construction, development or acquisition programs.

· 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 USF funding and/or intercarrier compensation could have a material adverse impact on U.S. Cellular’s financial position 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-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.