821130--7/28/2006--UNITED_STATES_CELLULAR

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{financial, litigation, operation}

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{system, service, information}

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PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 SAFE HARBOR CAUTIONARY STATEMENT Intense competition in the markets in which U.S. Cellular operates could adversely affect U.S. Cellular s revenues or increase its costs to compete. Consolidation in the telecommunications industry could adversely affect U.S. Cellular s revenues and increase its costs of doing business. Advances or changes in telecommunications technology, such as Voice over Internet Protocol or WiMAX, could render certain technologies used by U.S. Cellular obsolete, could reduce U.S. Cellular s revenues or could increase its costs of doing business. Changes in the regulatory environment or a failure by U.S. Cellular to timely or fully comply with any regulatory requirements could adversely affect U.S. Cellular s financial condition, results of operations or ability to do business. Changes in U.S. Cellular s enterprise value, changes in the supply or demand of the market for wireless licenses, adverse developments in the business or the industry in which U.S. Cellular is involved and/or other factors could require U.S. Cellular to recognize impairments in the carrying value of U.S. Cellular s license costs, goodwill and/or physical assets. Early redemptions of debt or repurchases of debt, issuances of debt, changes in prepaid forward contracts, changes in operating leases, changes in purchase obligations or other factors or developments could cause the amounts reported under Contractual Obligations in U.S. Cellular s Management s Discussion and Analysis of Financial Condition and Results of Operations to be different from the amounts actually incurred. Changes in accounting standards or U.S. Cellular s accounting policies, estimates and/or in the assumptions underlying the accounting estimates, including those described under U.S. Cellular s Application of Critical Accounting Policies and Estimates, could have an adverse effect on U.S. Cellular s financial condition or results of operations. Settlements, judgments, restraints on its current or future manner of doing business and/or legal costs resulting from pending and future litigation could have an adverse effect on U.S. Cellular s financial condition, results of operations or ability to do business. Costs, integration problems or other factors associated with acquisitions/divestitures of properties and/or licenses and/or expansion of U.S. Cellular s business could have an adverse effect on U.S. Cellular s business, financial condition or results of operations. Changes in various business factors could have an adverse effect on U.S. Cellular s business, financial condition or results of operations. A significant portion of U.S. Cellular s revenues is derived from customers who buy services through independent agents and dealers who market U.S. Cellular s services on a commission basis. If U.S. Cellular s relationships with these agents and dealers are seriously harmed, its wireless revenues could be adversely affected. U.S. Cellular s investments in technologies which are unproven or for which success has not yet been demonstrated may not produce the benefits that U.S. Cellular expects. An inability to obtain or maintain roaming arrangements with other carriers on terms that are acceptable to U.S. Cellular, and/or changes in roaming rates and the lack of standards and roaming agreements for wireless data products, could have an adverse effect on U.S. Cellular s business, financial condition or results of operations. Changes in access to content for data or video services and access to new handsets being developed by vendors, or an inability to manage its supply chain or inventory successfully, could have an adverse effect on U.S. Cellular s business, financial condition or results of operations. A failure by U.S. Cellular s service offerings to meet customer expectations could limit U.S. Cellular s ability to attract and retain customers and have an adverse effect on U.S. Cellular s operations. A failure by U.S. Cellular to complete significant network build-out and system implementation as part of its plans to build out new markets and improve the quality and capacity of its network could have an adverse effect on its operations. A failure by U.S. Cellular s business to acquire adequate radio spectrum could have an adverse effect on U.S. Cellular s business and operations. Financial difficulties of U.S. Cellular s key suppliers or vendors, or termination or impairment of U.S. Cellular s relationship with such suppliers or vendors, could result in a delay or termination of U.S. Cellular s receipt of equipment or services, which could adversely affect U.S. Cellular s business and results of operations. An increase of U.S. Cellular s debt in the future could subject U.S. Cellular to various restrictions and higher interest costs and decrease its cash flows and earnings. An inability to attract and/or retain management, technical, sales and other personnel could have an adverse effect on U.S. Cellular s business, financial condition or results of operations. U.S. Cellular has significant investments in entities that it does not control. Losses in the value of such investments could have an adverse effect on U.S. Cellular s results of operations or financial condition. Changes in guidance or interpretations of accounting requirements, changes in industry practice, identification of errors or changes in management assumptions could require amendments to or restatements of financial information or disclosures included in this or prior filings with the SEC. Uncertainty of access to capital for telecommunications companies, deterioration in the capital markets, other changes in market conditions, changes in U.S. Cellular s credit ratings or other factors could limit or restrict the availability of financing on terms and prices acceptable to U.S. Cellular, which could require U.S. Cellular to reduce its construction, development and acquisition programs. Changes in income tax rates, laws, regulations or rulings, or federal or state tax assessments could have an adverse effect on U.S. Cellular s financial condition or results of operations. War, conflicts, hostilities and/or terrorist attacks or equipment failure, power outages, natural disasters or breaches of network or information technology security could have an adverse effect on U.S. Cellular s business, financial condition or results of operations. Changes in general economic and business conditions, both nationally and in the markets in which U.S. Cellular operates, could have an adverse effect on U.S. Cellular s business, financial condition or results of operations. Changes in facts or circumstances, including new or additional information that affects the calculation of potential liabilities for contingent obligations under guarantees, indemnities or otherwise, could require U.S. Cellular to record charges in excess of amounts accrued in the financial statements, if any, which could have an adverse effect on U.S. Cellular s financial condition or results of operations. Material weaknesses in the effectiveness of internal control over financial reporting could result in inaccurate financial statements or other disclosures or fail to prevent fraud, which could have an adverse effect on U.S. Cellular s business, financial condition or results of operations. The pending SEC investigation regarding the restatement of U.S. Cellular s financial statements could result in substantial expenses, and could result in monetary or other penalties. The possible development of adverse precedent in litigation or conclusions in professional studies to the effect that radio frequency emissions from handsets, wireless data devices and/or cell sites cause harmful health consequences, including cancer or tumors, or may interfere with various electronic medical devices such as pacemakers, could have an adverse effect on U.S. Cellular s business, financial condition or results of operations. U.S. Cellular s assets are concentrated in the U.S. telecommunications industry. As a result, its results of operations may fluctuate based on factors related entirely to conditions in this industry. As U.S. Cellular continues to implement its strategies, there are internal and external factors that could impact its ability to successfully meet its objectives. Any of the foregoing events or other events could cause revenues, customer additions, operating income, capital expenditures and or any other financial or statistical information to vary from U.S. Cellular s forward estimates by a material amount. The market price of U.S. Cellular s Common Shares is subject to fluctuations due to a variety of factors. Certain matters, such as control by TDS and provisions in the U.S. Cellular restated certificate of incorporation, may serve to discourage or make more difficult a change in control of U.S. Cellular. There are potential conflicts of interests between TDS and U.S. Cellular.

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821130--7/28/2006--UNITED_STATES_CELLULAR_CORP