821130--2/26/2009--UNITED_STATES_CELLULAR

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{customer, product, revenue}

{condition, economic, financial}

{financial, litigation, operation}

{system, service, information}

{regulation, change, law}

{cost, contract, operation}

{control, financial, internal}

{investment, property, distribution}

{stock, price, operating}

{personnel, key, retain}

{provision, law, control}

{competitive, industry, competition}

{operation, natural, condition}

{acquisition, growth, future}

{debt, indebtedness, cash}

PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 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. U.S. Cellular currently receives a significant amount of roaming revenues. As a result of recently announced acquisitions by other companies in the wireless industry, U.S. Cellular anticipates that its roaming revenues will decline significantly over the next several quarters. Further industry consolidation and continued build outs by existing and new wireless carriers could cause roaming revenues to decline even more, which would have an adverse effect on U.S. Cellular s business, financial condition and results of operations. A failure by U.S. Cellular to obtain access to 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 as an applicant or as a non-controlling partner in another auction applicant 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. 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. 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. Advances or changes in telecommunications technology, such as Voice over Internet Protocol ( VoIP ), High-Speed Packet Access, 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 market supply or demand 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 its 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 who market U.S. Cellular s services on a commission basis. If U.S. Cellular s relationships with these agents 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 (including bankruptcy proceedings) 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 financial condition or results of operations. A material disruption in U.S. Cellular s telecommunication networks or information technology, including breaches of network or information technology security, could have an adverse effect on U.S. Cellular business, financial condition or results of operations. Wars, conflicts, hostilities and/or terrorist attacks or equipment failures, power outages, natural disasters or other events 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 business, financial condition or results of operations. Identification of 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 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 Management s Discussion and Analysis of Financial Condition and Results of Operations 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 net income and cash flows. 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 applicable 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 and/or legal costs resulting from pending and future litigation could have an adverse effect on U.S. Cellular s financial condition, results of operations or ability to do business. 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. Claims of infringement of intellectual property and proprietary rights of others, primarily involving patent infringement claims, could prevent U.S. Cellular from using necessary technology to provide services or subject U.S. Cellular to expensive intellectual property litigation or monetary penalties, which 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. A failure by U.S. Cellular to successfully execute its business strategy could have an adverse effect on U.S. Cellular s business, financial condition or results of operations. 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.

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821130--2/26/2009--UNITED_STATES_CELLULAR_CORP