CHICAGO, Aug. 2, 2013 /PRNewswire/ -- As previously announced, U.S. Cellular will hold a teleconference Aug. 2, 2013 at 9:30 a.m. CDT. Listen to the live call via the Conference Calls page of teldta.com or uscellular.com.

United States Cellular Corporation (NYSE:USM) reported service revenues of $911.0 million for the second quarter of 2013, versus $1,029.7 million for the comparable period one year ago. Net income attributable to U.S. Cellular shareholders and related diluted earnings per share were $143.4 million and $1.69 respectively, for the second quarter of 2013, compared to $52.7 million and $0.62, respectively, in the comparable period one year ago.

The following significant events occurred during the second quarter of 2013:


    --  On April 3, U.S. Cellular deconsolidated the St. Lawrence Seaway RSA
        Cellular Partnership ("NY1") and the New York RSA 2 Cellular Partnership
        ("NY2"). As a result, the NY1 and NY2 partnerships results are now
        reported using the equity method of accounting for investments in its
        consolidated financial statements. U.S. Cellular has retained the same
        ownership percentage and will continue to report the same percentage of
        income.
    --  On May 16, U.S. Cellular's previously announced transaction to sell its
        Chicago, St. Louis, central Illinois and three other markets (the
        "Divestiture Transaction") closed and the company received $480 million
        in cash and recognized a pre-tax gain of $266.4 million.
    --  On June 25, U.S. Cellular paid a special dividend of $5.75 per Common
        Share and Series A Common Share, for a total of $482.3 million.

"We have taken significant steps this year to improve U.S. Cellular's competitive position and financial foundation," said Kenneth R. Meyers, U.S. Cellular president and CEO. "We divested underperforming markets in May to focus on higher potential markets, and we returned value to shareholders through a special, one-time dividend. In June, we announced an agreement to monetize non-strategic spectrum at a significant valuation.

"In the second half, we are continuing to execute aggressive strategies to accelerate customer growth and reduce expenses. We're working to complete the 4G LTE network expansion as we prepare to offer an even more competitive device portfolio with the introduction of Apple products later this year. We also plan to begin offering shared data plans, supported by a new billing and operations support system that enables us to bring new services and products to market faster."

2013 ESTIMATES

U.S. Cellular's estimates of full-year 2013 results are shown below. Such estimates represent U.S. Cellular's views as of the date of filing U.S. Cellular's Form 10-Q for the quarter ended June 30, 2013. Such forward?looking statements should not be assumed to be current as of any future date. U.S. Cellular undertakes no duty to update such information, whether as a result of new information, future events or otherwise. There can be no assurance that final results will not differ materially from such estimated results.



                                       2013 Estimated Results (1)
                                       -------------------------

                     Core Markets (2)                                  Divestiture Markets                        U.S. Cellular
                                                                              (2)(3)                           Consolidated (2)(3)
                            ---------------                           --------------------                    --------------------

                         Previous                     Current                              Previous                  Current         Previous           Current
                         --------                     -------                              --------                  -------         --------           -------

    (Dollars in
     millions)

    Service revenues              Unchanged           $3,475 - $3,575                             $145 - $165                   $140    $3,620 - $3,740   $3,615-$3,715

    Adjusted income
     before income
     taxes (4)                    Unchanged               $560 - $660                               $35 - $55                    $40        $595 - $715       $600-$700

    Capital
     expenditures                 Unchanged                      $730                               Unchanged                     $5          Unchanged            $735



             (1)   These estimates are based on U.S.
                   Cellular's current plans, which
                   include an expansion of the multi-
                   year deployment of 4G LTE
                   technology; such expansion includes
                   deployment on 700 MHz in additional
                   markets as well as deployment on
                   the 850 MHz band to provide
                   additional capacity for future
                   growth in data usage, enable
                   potential future 4G LTE roaming,
                   and support the sale of Apple
                   products. The financial impacts of
                   selling Apple products in 2013
                   consist of the following:


                   Increased Service revenues resulting
                    from net incremental customers
                    added and retained as a result of
                    offering Apple products; 
    Decreased
                    Adjusted income before income taxes
                    as a result of net increases in
                    costs, primarily loss on equipment
                    sales as a result of offering Apple
                    products; and 
    Increased Capital
                    expenditures related to the
                    deployment on the 850 MHz band to
                    provide additional capacity for
                    future growth in data usage, which
                    includes capacity required to
                    accommodate Apple products.

                   These estimates also reflect the
                   impacts of the deconsolidation of
                   certain partnerships as of April
                   2013. These estimates do not
                   include (i) the reported gain on
                   sale of business and other exit
                   costs, net (ii) the reported gain
                   on investments, or (iii) the
                   expected gains from pending
                   spectrum license divestitures. New
                   developments or changing conditions
                   (such as, but not limited to,
                   regulatory developments, customer
                   net growth, customer demand for
                   data services or possible
                   acquisitions, dispositions or
                   exchanges) could affect U.S.
                   Cellular's plans and, therefore,
                   its 2013 estimated results.


             (2)   The U.S. Cellular Consolidated
                   amounts represent GAAP financial
                   measures and include the results of
                   both the Core Markets and the
                   Divestiture Markets. The amounts
                   for the Core Markets and
                   Divestiture Markets represent non-
                   GAAP financial measures. U.S.
                   Cellular believes that the amounts
                   for the Core Markets and
                   Divestiture Markets may be useful
                   to investors and other users of its
                   financial information in evaluating
                   the separate results for the Core
                   Markets. Divestiture Markets are
                   comprised of U.S. Cellular's
                   Chicago, central Illinois, St.
                   Louis and certain Indiana/
                   Michigan/Ohio markets. Core
                   Markets are comprised of all other
                   markets in which U.S. Cellular
                   conducts business including Peoria,
                   Rockford and certain other areas in
                   Illinois, and in Columbia, Joplin,
                   Jefferson City and certain other
                   areas in Missouri. Core Markets as
                   defined also includes any other
                   income or expenses due to U.S.
                   Cellular's direct or indirect
                   ownership interests in other
                   spectrum in the Divestiture Markets
                   which was not included in the sale
                   and other retained assets from the
                   Divestiture Markets.


             (3)   These estimates reflect the
                   Divestiture Transaction which
                   closed on May 16, 2013.


             (4)   Adjusted income before income taxes
                   is a non-GAAP financial measure
                   defined as Income before income
                   taxes, adjusted for: Depreciation,
                   amortization and accretion, net
                   Gain or loss on sale of business
                   and other exit costs (if any), net
                   Gain or loss on investments (if
                   any), and Interest expense.
                   Adjusted income before income taxes
                   excludes these items in order to
                   show operating results on a more
                   comparable basis from period to
                   period. In the future, U.S.
                   Cellular may also exclude other
                   items from adjusted income before
                   income taxes if such items may help
                   reflect operating results on a more
                   comparable basis. U.S. Cellular
                   does not intend to imply that any
                   such amounts that are excluded are
                   non-recurring, infrequent or
                   unusual; such amounts may occur in
                   the future. Adjusted income before
                   income taxes is not a measure of
                   financial performance under GAAP
                   and should not be considered as an
                   alternative to Income before income
                   taxes as an indicator of the
                   Company's operating performance or
                   as an alternative to Cash flows
                   from operating activities,
                   determined in accordance with GAAP,
                   as an indicator of cash flows or as
                   a measure of liquidity. The
                   following tables provide a
                   reconciliation of Income (loss)
                   before income taxes to Adjusted
                   income before income taxes for 2013
                   Estimated Results, six months ended
                   June 30, 2013 actual results, and
                   2012 actual results:


                                           2013 Estimated Results

                                     Core     Divestiture   U.S. Cellular
                                   Markets      Markets     Consolidated
                                      (2)        (2)(3)         (2)(3)
                                  --------   ------------  --------------

    (Dollars in
     millions)

     Income
     (loss)
     before
     income
     taxes                        ($10)-$90           $30        $20-$120

     Depreciation,
     amortization
     and
     accretion
     expense
     (5)                               $540          $250            $790

     (Gain)
     loss
     on
     sale
     of
     business
     and
     other
     exit
     costs,
     net                                  -         ($240)          ($240)

     (Gain)
     loss
     on
     investments                       ($20)            -            ($20)

     Interest
     expense                            $50             -             $50
                                        ---           ---             ---

     Adjusted
     income
     before
     income
     taxes                        $560-$660           $40       $600-$700
                                  =========           ===       =========



                                    U.S. Cellular Consolidated Actual
                                                 Results
                                   ----------------------------------

                                              Six Months
                                                 Ended       Year Ended

                                                June 30,    December 31,
                                                  2013           2012
                                               ---------   -------------



    Income before income taxes

                                       $282          $205

    Depreciation, amortization
     and accretion expense (5)

                                        393           609

    (Gain) loss on sale of
     business and other exit
     costs, net

                                       (242)           21

    (Gain) loss on investments

                                        (19)            4

    Interest expense

                                         21            42
                                        ---           ---

    Adjusted income before income
     taxes

                                       $435          $881
                                       ====          ====



    (5)            The 2013 estimated amount for
                   Depreciation, amortization and
                   accretion expense in the
                   Divestiture Markets includes
                   approximately $168 million of
                   incremental accelerated
                   depreciation, amortization and
                   accretion resulting from the
                   Divestiture Transaction. Actual
                   results for the six months ended
                   June 30, 2013 and the year ended
                   December 31, 2012 include $88
                   million and $20 million,
                   respectively, of incremental
                   accelerated depreciation,
                   amortization and accretion
                   resulting from the Divestiture
                   Transaction.

Conference Call Information

U.S. Cellular will hold a conference call on Aug. 2, 2013 at 9:30 a.m. CDT.


    --  Access the live call on the Conference Calls page of uscellular.com or
        at http://www.videonewswire.com/event.asp?id=95316
    --  Access the call by phone at 877-407-8029 (US/Canada), no pass code
        required.

Before the call, certain financial and statistical information to be discussed during the call will be posted to the Conference Calls page of uscellular.com. The call will be archived on the Conference Calls page of uscellular.com.

About U.S. Cellular®

United States Cellular Corporation provides a comprehensive range of wireless products and services, excellent customer support, and a high-quality network to 5.0 million customers in 23 states. The Chicago-based company had 7,000 full- and part-time associates as of June 30, 2013. At the end of the year, Telephone and Data Systems, Inc. owned 84 percent of U.S. Cellular. For more information about U.S. Cellular, visit 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: impacts of the Divestiture Transaction including, but not limited to, the ability to obtain regulatory approvals, successfully complete the transaction and the financial impacts of such transaction; the ability of the company to successfully manage and grow its markets; the overall economy; competition; the ability to obtain or maintain roaming arrangements with other carriers on acceptable terms; 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; 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 user, churn rates, roaming revenue and terms, the availability of handset devices, or 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 Current Report used by U.S. Cellular to furnish this press release to the Securities and Exchange Commission ("SEC"), which are incorporated by reference herein.

For more information about U.S. Cellular, visit uscellular.com.


                                                                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                                                                              
                                                                                                                                                               United States Cellular Corporation
                                                                                                                                                                                                                                                                                                                                                              
                                                                                                                                                        Total Markets Summary Operating Data (Unaudited)
                                                                                                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                  
    Quarter Ended                                                6/30/2013                                     3/31/2013                                      12/31/2012                 9/30/2012                                     6/30/2012
                                                                 ---------                                     ---------                                      ----------                 ---------                                     ---------
                                                                                                                                                                                                                                                                                                                                                              
    Retail Customers
                                                                                                                                                                                                                                                                                                                          
                          Postpaid
                                                                                                                                                                                                                                                                                                                                                            
                          Total at end of period                                                 4,412,000                                                   5,060,000                                                   5,134,000                                                   5,175,000                                                   5,213,000
                                                                                                                                                                                                                                                                                                                                                            
                          Gross additions                                                          165,000                                                     191,000                                                     241,000                                                     230,000                                                     199,000
                                                                                                                                                                                                                                                                                                                                                            
                          Net additions (losses)                                                  (120,000)                                                    (74,000)                                                    (41,000)                                                    (38,000)                                                    (48,000)
                                                                                                                                                                                                                                                                                                                                                            
                          ARPU (1)                                                                  $54.18                                                      $54.85                                                      $54.56                                                      $54.34                                                      $54.42
                                                                                                                                                                                                                                                                                                                                                            
                          Churn rate (2)                                                               2.0%                                                        1.7%                                                        1.8%                                                        1.7%                                                        1.6%
                                                                                                                                                                                                                                                                                                                                                            
                          Smartphone penetration (3) (4)                                              45.5%                                                       43.5%                                                       41.8%                                                       38.6%                                                       36.8%
                                                                                                                                                                                                                                                                                                                          
                          Prepaid
                                                                                                                                                                                                                                                                                                                                                            
                          Total at end of period                                                   381,000                                                     446,000                                                     423,000                                                     386,000                                                     329,000
                                                                                                                                                                                                                                                                                                                                                            
                          Gross additions                                                           77,000                                                     104,000                                                     107,000                                                     120,000                                                      78,000
                                                                                                                                                                                                                                                                                                                                                            
                          Net additions (losses)                                                    (7,000)                                                     23,000                                                      37,000                                                      57,000                                                      20,000
                                                                                                                                                                                                                                                                                                                                                            
                          ARPU (1)                                                                  $31.69                                                      $33.31                                                      $33.56                                                      $32.97                                                      $33.59
                                                                                                                                                                                                                                                                                                                                                            
                          Churn rate (2)                                                               6.8%                                                        6.2%                                                        5.8%                                                        5.9%                                                        6.2%
                                                                                                                                                                                                                                                                                                                                                            
    Total customers at end of period                                                             4,968,000                                                   5,736,000                                                   5,798,000                                                   5,808,000                                                   5,799,000
                                                                                                                                                                                                                                                                                                                                                            
    Billed ARPU (1)                                                                                 $50.60                                                      $51.13                                                      $50.94                                                      $50.83                                                      $50.99
                                                                                                                                                                                                                                                                                                                                                            
    Service revenue ARPU (1)                                                                        $57.45                                                      $57.63                                                      $58.00                                                      $59.57                                                      $59.05
                                                                                                                                                                                                                                                                                                                                                            
    Smartphones sold as a percent of total devices sold                                               66.0%                                                       61.7%                                                       62.9%                                                       53.0%                                                       51.9%
                                                                                                                                                                                                                                                                                                                                                            
    Total population
                                                                                                                                                                                                                                                                                                                                                            
                          Consolidated markets (5)                                              84,025,000                                                  93,943,000                                                  93,244,000                                                  92,996,000                                                  92,684,000
                                                                                                                                                                                                                                                                                                                                                            
                           Consolidated operating markets
                            (5)                                                                 31,822,000                                                  47,440,000                                                  46,966,000                                                  46,966,000                                                  46,966,000
                                                                                                                                                                                                                                                                                                                                                            
    Market penetration at end of period
                                                                                                                                                                                                                                                                                                                                                            
                          Consolidated markets (6)                                                     5.9%                                                        6.1%                                                        6.2%                                                        6.2%                                                        6.3%
                                                                                                                                                                                                                                                                                                                                                            
                           Consolidated operating markets
                            (6)                                                                       15.6%                                                       12.1%                                                       12.3%                                                       12.4%                                                       12.3%
                                                                                                                                                                                                                                                                                                                                                            
    Capital expenditures (000s)                                                                   $168,500                                                    $118,400                                                    $253,100                                                    $199,100                                                    $183,200
                                                                                                                                                                                                                                                                                                                                                            
    Total cell sites in service                                                                      7,748                                                       8,027                                                       8,028                                                       7,984                                                       7,932
                                                                                                                                                                                                                                                                                                                                                            
    Owned towers in service                                                                          4,411                                                       4,411                                                       4,408                                                       4,377                                                       4,346

                                                                                                                                                                                                                                                                                                                                                                          
                                                                                                                                                               United States Cellular Corporation
                                                                                                                                                                                                                                                                                                                                                                          
                                                                                                                                                         Core Markets Summary Operating Data (Unaudited)
                                                                                                                                                                                                                                                                                                                                                                          
                                                                                                                                                                       Excludes NY1 & NY2
                                                                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                
    Quarter Ended                                                6/30/2013                                     3/31/2013                                      12/31/2012                 9/30/2012                                     6/30/2012
                                                                 ---------                                     ---------                                      ----------                 ---------                                     ---------
                                                                                                                                                                                                                                                                                                                                                                          
    Retail Customers
                                                                                                                                                                                                                                                                                                                                                            
                          Postpaid
                                                                                                                                                                                                                                                                                                                                                                        
                          Total at end of period                                                 4,412,000                                                   4,463,000                                                   4,496,000                                                   4,515,000                                                   4,538,000
                                                                                                                                                                                                                                                                                                                                                                        
                          Gross additions                                                          165,000                                                     176,000                                                     208,000                                                     196,000                                                     167,000
                                                                                                                                                                                                                                                                                                                                                                        
                          Net additions (losses)                                                   (53,000)                                                    (33,000)                                                    (19,000)                                                    (23,000)                                                    (30,000)
                                                                                                                                                                                                                                                                                                                                                                        
                          ARPU (1)                                                                  $54.44                                                      $54.21                                                      $53.91                                                      $53.67                                                      $53.73
                                                                                                                                                                                                                                                                                                                                                                        
                          Churn rate (2)                                                               1.6%                                                        1.6%                                                        1.7%                                                        1.6%                                                        1.4%
                                                                                                                                                                                                                                                                                                                                                                        
                          Smartphone penetration (3) (4)                                              45.5%                                                       43.0%                                                       41.1%                                                       37.8%                                                       36.0%
                                                                                                                                                                                                                                                                                                                                                            
                          Prepaid
                                                                                                                                                                                                                                                                                                                                                                        
                          Total at end of period                                                   381,000                                                     373,000                                                     342,000                                                     305,000                                                     246,000
                                                                                                                                                                                                                                                                                                                                                                        
                          Gross additions                                                           76,000                                                      91,000                                                      87,000                                                      99,000                                                      60,000
                                                                                                                                                                                                                                                                                                                                                                        
                          Net additions (losses)                                                     8,000                                                      31,000                                                      37,000                                                      59,000                                                      23,000
                                                                                                                                                                                                                                                                                                                                                                        
                          ARPU (1)                                                                  $31.65                                                      $32.92                                                      $33.21                                                      $32.97                                                      $33.23
                                                                                                                                                                                                                                                                                                                                                                        
                          Churn rate (2)                                                               6.0%                                                        5.6%                                                        5.1%                                                        4.8%                                                        5.4%
                                                                                                                                                                                                                                                                                                                                                                        
    Total customers at end of period                                                             4,968,000                                                   5,005,000                                                   5,022,000                                                   5,012,000                                                   4,989,000
                                                                                                                                                                                                                                                                                                                                                                        
    Billed ARPU (1)                                                                                 $50.98                                                      $50.93                                                      $50.71                                                      $50.59                                                      $50.71
                                                                                                                                                                                                                                                                                                                                                                        
    Service revenue ARPU (1)                                                                        $57.88                                                      $57.14                                                      $57.67                                                      $59.34                                                      $58.89
                                                                                                                                                                                                                                                                                                                                                                        
    Smartphones sold as a percent of total                                                            66.1%                                                       62.1%                                                       62.9%                                                       53.0%                                                       52.0%
                                                                                                                                                                                                                                                                                                                                                                        
    devices sold
                                                                                                                                                                                                                                                                                                                                                                        
    Total population
                                                                                                                                                                                                                                                                                                                                                                        
                          Consolidated markets (5)                                              84,025,000                                                  84,025,000                                                  83,384,000                                                  82,595,000                                                  82,283,000
                                                                                                                                                                                                                                                                                                                                                                        
                           Consolidated operating markets
                            (5)                                                                 31,822,000                                                  31,822,000                                                  31,445,000                                                  31,110,000                                                  31,110,000
                                                                                                                                                                                                                                                                                                                                                                        
    Market penetration at end of period
                                                                                                                                                                                                                                                                                                                                                                        
                          Consolidated markets (6)                                                     5.9%                                                        6.0%                                                        6.0%                                                        6.1%                                                        6.1%
                                                                                                                                                                                                                                                                                                                                                                        
                           Consolidated operating markets
                            (6)                                                                       15.6%                                                       15.7%                                                       16.0%                                                       16.1%                                                       16.0%
                                                                                                                                                                                                                                                                                                                                                                        
    Capital expenditures (000s)                                                                   $171,200                                                    $113,300                                                    $241,400                                                    $184,100                                                    $163,600
                                                                                                                                                                                                                                                                                                                                                                        
    Total cell sites in service                                                                      6,113                                                       6,113                                                       6,130                                                       6,089                                                       6,041
                                                                                                                                                                                                                                                                                                                                                                        
    Owned towers in service                                                                          3,844                                                       3,846                                                       3,847                                                       3,818                                                       3,787



             (1)   ARPU metrics are calculated by dividing a
                   revenue base by an average number of
                   customers by the number of months in the
                   period.  These revenue bases and customer
                   populations are shown below:


                          a.   Postpaid ARPU consists of total postpaid
                               service revenues and postpaid
                               customers.

                          b.   Prepaid ARPU consists of total prepaid
                               service revenues and prepaid customers.

                          c.   Billed ARPU consists of total retail
                               service revenues and postpaid, prepaid
                               and reseller customers.

                          d.   Service revenue ARPU consists of total
                               retail service revenues, inbound
                               roaming and other service revenues and
                               postpaid, prepaid and reseller
                               customers.


             (2)   Churn metrics represent the percentage of
                   the postpaid or prepaid customers that
                   disconnect service each month. These
                   metrics represent the average monthly
                   postpaid or prepaid churn rate for each
                   respective period.


             (3)   Smartphones represent wireless devices which
                   run on an Android(TM), BlackBerry(R) or
                   Windows Mobile(R) operating system,
                   excluding tablets.


             (4)   Smartphone penetration is calculated by
                   dividing postpaid smartphone customers by
                   total postpaid customers.


             (5)   Used only to calculate market penetration of
                   consolidated and core markets and
                   consolidated and core operating markets,
                   respectively. See footnote (6) below.


             (6)   Market penetration is calculated by dividing
                   the number of wireless customers at the end
                   of the period by the total population of
                   consolidated and core markets and
                   consolidated and core operating markets,
                   respectively, as estimated by Claritas(R).





                                                                             United States Cellular Corporation



                                                                       Consolidated Statement of Operations Highlights



                                                                                 Three Months Ended June 30,



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

                                                                                                                                                                                     Increase (Decrease)
                                                                                                                                                                                   ------------------

                                                                                                 2013                       2012              Amount                 Percent
                                                                                                 ----                       ----              ------                 -------

    Operating revenues

                                                Service                                       $910,966                            $1,029,742                     $(118,776)                            (12%)

                                                Equipment sales                                 84,164                                74,658                         9,506                               13%


                                                Total operating revenues                       995,130                             1,104,400                      (109,270)                            (10%)
                                                                                               -------                             ---------                      --------


    Operating expenses

                                                 System
                                                 operations
                                                 (excluding
                                                 Depreciation,
                                                 amortization
                                                 and accretion
                                                 reported
                                                 below)                                        192,267                               243,227                       (50,960)                            (21%)

                                                 Cost of
                                                 equipment sold                                217,070                               191,700                        25,370                               13%

                                                 Selling,
                                                 general and
                                                 administrative                                404,127                               435,053                       (30,926)                             (7%)

                                                 Depreciation,
                                                 amortization
                                                 and accretion                                 202,580                               147,555                        55,025                               37%

                                                 Loss on asset
                                                 disposals, net                                  9,018                                 2,702                         6,316                            >100%

                                                 (Gain) loss on
                                                 sale of
                                                 business and
                                                 other exit
                                                 costs, net                                   (249,024)                                    -                      (249,024)                             N/M


                                                Total operating expenses                       776,038                             1,020,237                      (244,199)                            (24%)
                                                                                               -------                             ---------                      --------


    Operating income                                                219,092                                  84,163                             134,929              >100%


    Investment and other income (expense)

                                                 Equity in
                                                 earnings of
                                                 unconsolidated
                                                 entities                                       35,602                                25,154                        10,448                               42%

                                                 Interest and
                                                 dividend
                                                 income                                            969                                   845                           124                               15%

                                                 Gain (loss) on
                                                 investments                                    18,527                                (3,728)                       22,255                          >(100%)

                                                 Interest
                                                 expense                                       (10,154)                              (12,360)                        2,206                               18%

                                                Other, net                                         321                                  (229)                          550                          >(100%)


                                                 Total investment and other
                                                 income (expense)                               45,265                                 9,682                        35,583                            >100%
                                                                                                ------                                 -----                        ------


    Income before income taxes                                      264,357                                  93,845                             170,512              >100%

                                                 Income tax
                                                 expense                                       120,682                                34,597                        86,085                            >100%



    Net income                                                      143,675                                  59,248                              84,427              >100%

                                                 Less: Net
                                                 income
                                                 attributable
                                                 to
                                                 noncontrolling
                                                 interests, net
                                                 of tax                                           (284)                               (6,563)                        6,279                               96%


    Net income attributable to U.S.
     Cellular shareholders                                                       $143,391                                 $52,685                        $90,706             >100%
                                                                                 ========                                 =======                        =======


    Basic weighted average shares outstanding                        83,845                                  84,707                                (862)               (1%)

    Basic earnings per share
     attributable to U.S. Cellular
     shareholders                                                                   $1.71                                   $0.62                          $1.09             >100%
                                                                                    =====                                   =====                          =====


    Diluted weighted average shares outstanding                      84,661                                  85,236                                (575)               (1%)

    Diluted earnings per share
     attributable to U.S. Cellular
     shareholders                                                                   $1.69                                   $0.62                          $1.07             >100%
                                                                                    =====                                   =====                          =====




                                                                                            United States Cellular Corporation

                                                                                     Consolidated Statement of Operations Highlights

                                                                                                Six Months Ended June 30,

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

                                                                                                                                                                                        Increase (Decrease)
                                                                                                                                                                                      ------------------

                                                                                                  2013                       2012                 Amount                  Percent
                                                                                                  ----                       ----                 ------                  -------

    Operating revenues

                                                Service                                      $1,907,315                               $2,053,562                     $(146,247)                            (7%)

                                                Equipment sales                                 169,561                                  142,959                        26,602                              19%


                                                Total operating revenues                      2,076,876                                2,196,521                      (119,645)                            (5%)
                                                                                              ---------                                ---------                      --------


    Operating expenses

                                                 System
                                                 operations
                                                 (excluding
                                                 Depreciation,
                                                 amortization
                                                 and accretion
                                                 reported
                                                 below)                                         408,566                                  476,391                       (67,825)                           (14%)

                                                 Cost of
                                                 equipment sold                                 458,761                                  378,736                        80,025                              21%

                                                 Selling,
                                                 general and
                                                 administrative                                 824,207                                  877,297                       (53,090)                            (6%)

                                                 Depreciation,
                                                 amortization
                                                 and accretion                                  392,425                                  294,240                        98,185                              33%

                                                 Loss on asset
                                                 disposals, net                                  14,452                                    4,705                         9,747                           >100%

                                                 (Gain) loss on
                                                 sale of
                                                 business and
                                                 other exit
                                                 costs, net                                    (242,093)                                  (4,213)                     (237,880)                          >100%


                                                Total operating expenses                      1,856,318                                2,027,156                      (170,838)                            (8%)
                                                                                              ---------                                ---------                      --------


    Operating income                                                220,558                                  169,365                                 51,193                 30%


    Investment and other income (expense)

                                                 Equity in
                                                 earnings of
                                                 unconsolidated
                                                 entities                                        62,437                                   46,768                        15,669                              34%

                                                 Interest and
                                                 dividend
                                                 income                                           1,872                                    1,888                           (16)                            (1%)

                                                 Gain (loss) on
                                                 investments                                     18,527                                   (3,728)                       22,255                         >(100%)

                                                 Interest
                                                 expense                                        (21,064)                                 (25,771)                        4,707                              18%

                                                Other, net                                          106                                      (27)                          133                         >(100%)


                                                 Total investment and other
                                                 income                                          61,878                                   19,130                        42,748                           >100%
                                                                                                 ------                                   ------                        ------


    Income before income taxes                                      282,436                                  188,495                                 93,941                 50%

                                                 Income tax
                                                 expense                                        128,051                                   60,235                        67,816                           >100%



    Net income                                                      154,385                                  128,260                                 26,125                 20%

                                                 Less: Net
                                                 income
                                                 attributable
                                                 to
                                                 noncontrolling
                                                 interests, net
                                                 of tax                                          (6,080)                                 (13,083)                        7,003                              54%


    Net income attributable to U.S.
     Cellular shareholders                                                       $148,305                                 $115,177                           $33,128              29%
                                                                                 ========                                 ========                           =======


    Basic weighted average shares outstanding                        83,842                                   84,638                                   (796)               (1%)

    Basic earnings per share
     attributable to U.S. Cellular
     shareholders                                                                   $1.77                                    $1.36                             $0.41              30%
                                                                                    =====                                    =====                             =====


    Diluted weighted average shares outstanding                      84,655                                   85,248                                   (593)               (1%)

    Diluted earnings per share
     attributable to U.S. Cellular
     shareholders                                                                   $1.75                                    $1.35                             $0.40              30%
                                                                                    =====                                    =====                             =====




                                                 United States Cellular Corporation

                                               Consolidated Balance Sheet Highlights

                                                 (Unaudited, dollars in thousands)


                                                               ASSETS



                                                                          June 30,              December 31,

                                                                               2013                     2012
                                                                               ----                     ----

    Current assets

                                   Cash and cash equivalents                           $467,421                $378,358

                                   Short-term investments                               110,352                 100,676

                                    Accounts receivable from customers
                                    and others                                          368,826                 445,220

                                   Inventory                                            163,433                 155,886

                                   Income taxes receivable                                    -                   1,612

                                   Prepaid expenses                                      68,063                  62,560

                                   Net deferred income tax asset                         48,818                  35,419

                                   Other current assets                                  18,845                  16,745


                                                                                      1,245,758               1,196,476
                                                                                      ---------               ---------


    Assets held for sale                                                                 78,389                 216,763


    Investments

                                   Licenses                                           1,396,179               1,456,794

                                   Goodwill                                             387,360                 421,743

                                   Customer lists, net                                       33                     102

                                    Investments in unconsolidated
                                    entities                                            276,363                 144,531

                                   Long-term investments                                 40,120                  50,305


                                                                                      2,100,055               2,073,475
                                                                                      ---------               ---------


    Property, plant and equipment

                                   In service and under construction                  7,380,123               7,478,428

                                   Less: Accumulated depreciation                     4,556,614               4,455,840


                                                                                      2,823,509               3,022,588
                                                                                      ---------               ---------


    Other assets and deferred charges                                                    82,067                  78,148
                                                                                         ------                  ------


    Total assets                                                                     $6,329,778              $6,587,450
                                                                                     ==========              ==========

                                                                                                                                                                    
                                                                                                                                                                    
                                                                                                                                                                    
                                                           United States Cellular Corporation
                                                                                                                                                                    
                                                          Consolidated Balance Sheet Highlights
                                                                                                                                                                    
                                                            (Unaudited, dollars in thousands)
                                                                                                                                                                    
                                                                                                                                                                    
                                                                 LIABILITIES AND EQUITY
                                                                                                                                                                    
                                                                                                                                                                    
                                                                                                                            
                                                          June 30,                                December 31,
                                                                                                                            
                                                               2013                                       2012
                                                               ----                                       ----
                                                                                                                                                                    
    Current liabilities
                                                                                                                                                         
                      Current portion
                      of long-term
                      debt                                                                  $100                                                    $92
                                                                                                                                                         
                     Accounts payable
                                                                                                                                                                    
                     Affiliated                                                           15,459                                                 10,725
                                                                                                                                                                    
                     Trade                                                               341,581                                                310,936
                                                                                                                                                         
                      Customer
                      deposits and
                      deferred
                      revenues                                                           198,799                                                192,113
                                                                                                                                                         
                     Accrued taxes                                                       183,312                                                 35,834
                                                                                                                                                         
                      Accrued
                      compensation                                                        62,140                                                 90,418
                                                                                                                                                         
                      Other current
                      liabilities                                                        100,500                                                114,881
                                                                                                                                                         
                                                                                                                                                                    
                                                                                         901,891                                                754,999
                                                                                         -------                                                -------
                                                                                                                                                                    
                                                                                                                                                                    
    Liabilities held for sale                                                                559                                                 19,594
                                                                                                                                                                    
                                                                                                                                                                    
    Deferred liabilities and credits
                                                                                                                                                         
                      Net deferred
                      income tax
                      liability                                                          835,808                                                849,818
                                                                                                                                                         
                      Other deferred
                      liabilities and
                      credits                                                            306,262                                                288,441
                                                                                                                                                                    
                                                                                                                                                                    
    Long-term debt                                                                       879,121                                                878,858
                                                                                                                                                                    
                                                                                                                                                                    
    Noncontrolling interests with redemption features                                        512                                                    493
                                                                                                                                                                    
                                                                                                                                                                    
    Equity
                                                                                                                                                                    
    U.S. Cellular shareholders' equity
                                                                                                                                                         
                      Series A Common
                      and Common
                      Shares, par
                      value $1 per
                      share                                                               88,074                                                 88,074
                                                                                                                                                         
                      Additional paid-
                      in capital                                                       1,418,428                                              1,412,453
                                                                                                                                                         
                     Treasury shares                                                    (177,173)                                              (165,724)
                                                                                                                                                         
                      Retained
                      earnings                                                         2,055,905                                              2,399,052
                                                                                                                                                         
                                                                                                                                                                    
                      Total U.S. Cellular shareholders'
                      equity                                                           3,385,234                                              3,733,855
                                                                                                                                                                    
                                                                                                                                                                    
    Noncontrolling interests                                                              20,391                                                 61,392
                                                                                          ------                                                 ------
                                                                                                                                                                    
                                                                                                                                                         
                     Total equity                                                      3,405,625                                              3,795,247
                                                                                                                                                         
                                                                                                                                                                    
                                                                                                                                                                    
    Total liabilities and equity                                                      $6,329,778                                             $6,587,450
                                                                                      ==========                                             ==========




                                      United States Cellular Corporation

                             Schedule of Cash and Cash Equivalents and Investments

                                       (Unaudited, dollars in thousands)



    The following table presents U.S. Cellular's cash and cash equivalents and investments at
     June 30, 2013 and December 31, 2012.

                                                                 June 30,              December 31,

                                                                      2013                     2012
                                                                      ----                     ----


    Cash and cash
     equivalents                                                             $467,421               $378,358


    Amounts included in short-
     term investments (1)(2)

                                   U.S. Treasury Notes                        110,352                100,676


    Amounts included in long-term
     investments (1)(3)

                                   U.S. Treasury Notes                         40,120                 50,305


    Total cash and cash
     equivalents and
     investments                                                             $617,893               $529,339
                                                                             ========               ========


             (1)   Designated as held-to-maturity
                   investments and are recorded at
                   amortized cost on the
                   Consolidated Balance Sheet.

             (2)   Maturities are less than twelve
                   months from the respective
                   balance sheet dates.

             (3)   At June 30, 2013, maturities
                   range between 17 and 18 months.

                                                                                                                                                                             
                                                                                                                                                                             
                                                                                                                                                                             
                                                              United States Cellular Corporation
                                                                                                                                                                             
                                                             Consolidated Statement of Cash Flows
                                                                                                                                                                             
                                                                   Six Months Ended June 30,
                                                                                                                                                                             
                                                               (Unaudited, dollars in thousands)
                                                                                                                                                        
                                                                                                                                                      
                                                                                                               2013                 2012
                                                                                                               ----                 ----
                                                                                                                                          
    Cash flows from operating activities
                                                                                                                                                                  
                                          Net income                                                       $154,385                         $128,260
                                                                                                                                                                            
                                           Add (deduct)
                                           adjustments to
                                           reconcile net income
                                           to net cash flows
                                           from operating
                                           activities
                                                                                                                                                                             
                                                                   Depreciation, amortization and
                                                                   accretion                                            392,425                          294,240
                                                                                                                                                                             
                                                                  Bad debts expense                                      32,715                           30,659
                                                                                                                                                                             
                                                                  Stock-based compensation expense                        6,530                           11,057
                                                                                                                                                                             
                                                                  Deferred income taxes, net                            (26,527)                          30,479
                                                                                                                                                                             
                                                                   Equity in earnings of unconsolidated
                                                                   entities                                             (62,437)                         (46,768)
                                                                                                                                                                             
                                                                   Distributions from unconsolidated
                                                                   entities                                              45,370                            6,743
                                                                                                                                                                             
                                                                  Loss on asset disposals, net                           14,452                            4,705
                                                                                                                                                                             
                                                                   (Gain) loss on sale of business and
                                                                   other exit costs, net                               (242,093)                          (4,213)
                                                                                                                                                                             
                                                                  (Gain) loss on investments                            (18,527)                           3,728
                                                                                                                                                                             
                                                                  Noncash interest expense                                  526                              902
                                                                                                                                                                             
                                                                  Other operating activities                                489                              321
                                                                                                                                                                            
                                           Changes in assets and
                                           liabilities from
                                           operations
                                                                                                                                                                             
                                                                  Accounts receivable                                    (1,544)                         (13,383)
                                                                                                                                                                             
                                                                  Inventory                                              (7,644)                         (56,039)
                                                                                                                                                                             
                                                                  Accounts payable - trade                               67,457                          (20,987)
                                                                                                                                                                             
                                                                  Accounts payable - affiliate                            4,734                            3,129
                                                                                                                                                                             
                                                                   Customer deposits and deferred
                                                                   revenues                                               8,663                           21,131
                                                                                                                                                                             
                                                                  Accrued taxes                                         147,566                           85,327
                                                                                                                                                                             
                                                                  Accrued interest                                          176                              149
                                                                                                                                                                             
                                                                  Other assets and liabilities                          (68,131)                         (67,203)
                                                                                                                        -------                          -------
                                                                                                                                                                             
                                                                                                                        448,585                          412,237
                                                                                                                        -------                          -------
                                                                                                                                                                             
                                                                                                                                          
    Cash flows from investing activities
                                                                                                                                                                  
                                           Cash used for
                                           additions to
                                           property, plant and
                                           equipment                                                       (323,157)                        (430,225)
                                                                                                                                                                  
                                           Cash paid for
                                           acquisitions and
                                           licenses                                                         (14,150)                         (12,647)
                                                                                                                                                                  
                                           Cash received from
                                           divestitures                                                     480,000                           49,786
                                                                                                                                                                            
                                           Cash paid for
                                           investments                                                                       -                          (45,000)
                                                                                                                                                                            
                                           Cash received for
                                           investments                                                                       -                           45,000
                                                                                                                                                                  
                                           Other investing
                                           activities                                                         3,993                           (3,097)
                                                                                                                                                                  
                                                                                                                                                                             
                                                                                                                        146,686                         (396,183)
                                                                                                                        -------                         --------
                                                                                                                                                                             
                                                                                                                                          
    Cash flows from financing activities
                                                                                                                                                                  
                                           Repayment of long-
                                           term debt                                                            (71)                             (45)
                                                                                                                                                                  
                                           Common shares
                                           reissued for benefit
                                           plans, net of tax
                                           payments                                                          (2,206)                          (2,465)
                                                                                                                                                                            
                                           Common shares
                                           repurchased                                                      (18,425)                                          -
                                                                                                                                                                            
                                          Dividends paid                                                   (482,270)                                          -
                                                                                                                                                                  
                                           Distributions to
                                           noncontrolling
                                           interests                                                         (3,292)                            (643)
                                                                                                                                                                  
                                           Other financing
                                           activities                                                            56                              568
                                                                                                                                                                  
                                                                                                                                                                             
                                                                                                                       (506,208)                          (2,585)
                                                                                                                       --------                           ------
                                                                                                                                                                             
                                                                                                                                                                             
    Net increase in cash and cash equivalents                                                                            89,063                           13,469
                                                                                                                                                                             
                                                                                                                                          
    Cash and cash equivalents
                                                                                                                                                                  
                                          Beginning of period                                               378,358                          424,155
                                                                                                                                                                  
                                                                                                                                                                  
                                          End of period                                                    $467,421                         $437,624
                                                                                                    ===

                                                                                                                                                                                                                                                             
                                                                                                                                                                                                                                                             
                                                                                                                                                                                                                                                             
                                                                                                      United States Cellular Corporation
                                                                                                                                                                                                                                                             
                                                                                                    Financial Measures and Reconciliations
                                                                                                                                                                                                                                                             
                                                                                                       (Unaudited, dollars in thousands)
                                                                                                                                                                                                                                                             
                                                                                                                                                      
                                                       Three Months Ended                               Six Months Ended
                                                                                                                                                   
                                                            June 30,                                      June 30,
                                                            --------                                      --------
                                                                                                                                                                                                                                                             
                                                                                               2013                                           2012                                           2013                                           2012
                                                                                               ----                                           ----                                           ----                                           ----
                                                                                                                                                                                                                                                             
                                                                                                                                                                                                                                                  
                       Cash flows
                       from
                       operating
                       activities                                                          $224,970                                       $155,270                                       $448,585                                       $412,237
                                                                                                                                                                                                                                                  
                      Deduct:
                                                                                                                                                                                                                                                  
                       Cash used
                       for
                       additions
                       to
                       property,
                       plant                                                                172,133                                        221,065                                        323,157                                        430,225
                                                                                                                                                                                                                                                  
                       and
                       equipment
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                             
                      Free cash flow (1)                                                    $52,837                                       $(65,795)                                      $125,428                                       $(17,988)
                                                                                            =======                                       ========                                       ========                                       ========


    (1)            Free cash flow is defined as Cash
                   flows from operating activities
                   less Cash used for additions to
                   property, plant and equipment.
                   Free cash flow is a non-GAAP
                   financial measure. U.S. Cellular
                   believes that free cash flow as
                   reported by U.S. Cellular may be
                   useful to investors and other
                   users of its financial
                   information in evaluating the
                   amount of cash generated by
                   business operations, after
                   consideration of capital
                   expenditures.

SOURCE United States Cellular Corporation