John E. Rooney

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John E. Rooney President Chief Executive
Officer Kenneth R. Meyer Executive Vice
President, Finance Chief Financial Officer
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Safe Harbor
All Information Set Forth In This Presentation,
Except Historical And Factual Information,
Represents Forward-Looking Statements.This
Includes All Statements About The Companys
Plans, Beliefs, Estimates And Expectations.
These Statements Are Based On Current Estimates
And Projections, 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 Forward-Looking Statements
Include, But Are Not Limited To General
Economic And Business Conditions, Both
Nationally And In The Regions In Which The
Company Operates Technology Changes
Competition Changes In Business Strategy
Or Development Plans Acquisitions/Divestitures
Of Properties And/Or Licenses Changes In
Governmental Regulations Changes In The Value
Of Investments Availability of Future
FinancingAnd Changes In Growth In Cellular
Customers, Penetration Rates, Churn Rates And
Roaming Rates. Investors Are Encouraged To
Consider These And Other Risks And Uncertainties
That Are Discussed In Documents Filed By The
Company With Securities And Exchange Commission
(SEC).
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2002 - Who We Are

• U.S. Cellular Corporation operates and invests in
  wireless systems throughout the United States.
  U.S. Cellular is the nations eighth largest
  wireless telephone company in terms of customers.
  It is headquartered in Chicago, IL. TDS owns
  82.2 of U.S. Cellular.

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USM Operating RevenuesYear Ended December 31
Dollars in Thousands
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USM Operating Cash FlowYear Ended December 31
Dollars in Thousands
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USM 2001 Operating Results
Operating Revenues (000) USM 1,894,80
0 10.4 Operating Cash Flow USM 617,900 10
.7 CAPX/Depreciation USM 503,334/
237,346 Return on Capital 2001 2000 1999 1998 U
SM 7.7 8.0 7.0 5.5 Computed with
license costs
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USM 2001 Highlights -We connect with you.

• 1.19 incremental penetration driving an 13
  increase in customers
• Service Revenues 1.83 B 10.4
• Operating Cash Flow 617.9 M 10.7
• Diluted EPS from operations
• w/o extra/gains 2.07 (2.4)
• Free Cash Flow 114.5 M
• Return on Capital 7.7
• Impressive 1.7 churn vs. industry range of
  2.3-2.9
• with license costs

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USM Largest MarketsWe connect with you.

• Milwaukee
• Madison
• Des Moines
• 1 market share in all major markets ... Network
  quality, broad distribution and superior customer
  service
• 54 of operations in Midwest

• Cedar Rapids, IA
• Tulsa
• Knoxville

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USM Statistics

• Eighth largest wireless provider second largest
  regional carrier
• Total Pops...
• 56 of population in RSAs
• lt20 of total population in cities over 50,000
• Serves 3.5 million customers in clustered,
  mid/size small metro and rural markets
• 13.48 market penetration
• Pervasive distribution... Over 2,500 points of
  presence ( gt 500 retail locations)
• Two million investment pops (894,000 in Los
  Angeles)
• 2, 925 cell sites 2,200 owned towers
• 10.2 million Vodafone ADRs... 371,000 shares
  RCCC
• CASH - 28.9m LT DEBT - 403m

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USM Churn

• Prepay represents 4 of USMs subscribers

• SpanAmericaSM, USMs national rate plan,
  represents 1 of USMs subscribers

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USM Postpay Churn RateWe connect with you.
One of Lowest of top 10 U.S. Wireless Carriers
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USM Growth StrategiesWe connect with you.

• Differentiate through EXCEPTIONAL customer
  service and network quality... understand
  specific customer needs
• Customer Service Award The Titans 2001
• Aggressively increase penetration in mid-sized
  and small metropolitan and rural markets

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USM Growth Strategies(continued)We connect with
you.

• Strategically strengthen our regional footprint
  through purchase or trade...build off strength
  and exit other areas
• Price competitively and be a fast follower on
  technology
• Continuous customer digital migration... 70
  customers digital by year-end

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USM Growth Strategies(continued)We connect with
you.

• Provide regional and local calling plans with
  broad appeal add products to our service when
  they are ready for customer use e.g. SMS and Span
  America
• Optimize existing broad distribution network
• Target high-end customers with personalized
  customer service

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2002 Outlook - USMWe connect with you.

• Net adds ... 340,000 to 350,000
• EBITDA ... 680 to 710 M
• Postpay churn ... 2 or lower
• CAPX ... 620 to 640 (includes CDMA build-out
  costs of 400 - 450 M that will be spread over
  the years 2002 to 2004)

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USM Converts to CDMA IXRTT Technology (2002-2004)

• Enhanced digital service
• Improved voice capacity
• Improving coverage
• High speed data products
• More cost effective use of wireless spectrum
  (10X analog capacity)
• Continuing support of TDMA Technology
• ? USMs own customers
• ? Roaming traffic from other TDMA operations

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CDMA Build Out Plans

• Announced decision on December 19, 2001
• Total cost to build CDMA... 400 - 450 M
• 3 years to complete
• 40 of customers covered by 2002 and 75 by 2003

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Digital Migration ProgressWe connect with you.

• 99 of the customer base has access to digital
  service 1/4 have access to CDMA, the rest to
  TDMA
• At 12/31/01, 68 of MOU on our network is now
  digital
• At 12/31/01, 70 of customers on digital plans.
  At 9/30/01 - 67 At 6/30 - 61 At 3/31/01 - 53.
  At 12/31/00 - 50 of USM customers were on
  digital rate plans, up from 22 at 12/31/99 and
  4 at 12/31/98
• Approximately, 98 of USMs cell sites will be
  upgraded to digital technology by 2002
• Digital technology offers improved voice quality,
  enhanced service offerings, better security and
  longer battery life.
• Despite significant investment, network costs
  remain very low. Average fixed assets per
  customer were 583 vs. industry average of 698
  at 12/31/01

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Black Crow

• Black Crow Wireless L.P. accepted for filing in
  the C F broadband PCS auction as designated
  entity
• A USM subsidiary is a limited partner (85) in
  Black Crow ... 56 M up front.
• Black Crow successful bidder - 284 M for 6.3 M
  pops
• Oklahoma ... 90.6 M - 1.6 M pops
• Missouri ... 156.4 M - 2.5 M pops
• Florida ... 32.1 M - 1.6 M pops
• FCC to refund most of deposit ... for Black Crow
  48 M. Supreme Court to hear case.

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Strengthening Footprint

• POPs (000s) Price Estimated
  Spectrum/
• Closing License
• McLeod 4,700 74 M Closed D, E - BTA
• Amica 1,900 24.6 M Closed F, C,C2 C3 - BTA
• Ponca City, OK 50 800 K Q2, 02 C -
  BTA
• St. Joseph, MO 200 4.4 M Closed E - BTA
• Stillwater, OK 80 1.5 M Closed F
  - BTA
• Daytona Beach, FL 500 13.6 M Q2, 02
  C4, C5 - BTA
• Rochester, MN 258 3.5 M Closed
  F - BTA
• Airadigm 3,800 188.7 ? F,C,C3,C5
  ,C-10 MHzBTA

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McLeodUSA Incorporated

• Closed as 2 separate transactions (6/18/01
  8/01/01)
• 10 MHz D and E block PCS licenses
• 4.7 M pops for 74M in cash
• Iowa - 1.7 M pops
• Illinois - 2.0 M pops
• Nebraska - 1.0 M pops
• 43 - new pops / 57 overlay pops

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Stock Repurchase - USM

• BOD authorized 1.4 million share repurchase March
  2, 2000... Completed May 9, 2000 at an average
  price of 64.41
• A second 1.4 million share repurchase authorized
  on May 5, 2000... Completed on October 19, 2000
  at an average price of 68.42.
• A third 1.4 million share repurchase was
  authorized on October 17, 2000. A total of
  550,766 shares have been purchased at 47.23 per
  share.

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USM Facts

• Ticker/Exchange USM / AMEX
• Options trade AMEX Philadelphia
• LYONs Trade on OTC
• Value Line beta _at_ 1/4/02 .85
• Avg. daily volume 125k

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Analyst CoverageU.S. Cellular (USM)

• Banc of America Securities
• Steve Yanis
• Jon Block
• Bear Stearns
• Todd Rethemeier
• Avi Silver
• CS First Boston
• Sherryn Kinsey
• Deutsche Securities
• Jeff Hines
• Bo Fifer
• Dresdner Kleinwort Wasserstein
• Nirav Parikh
• Santosh Rao

• Goldman Sachs
• Paul Wuh
• Robert Barry
• Jefferies Company, Inc.
• Fred Moran
• Eric Eisler
• JP Morgan/HQ
• Thomas J. Lee
• Zachary Datikash
• Kaufman Brothers LLP
• Doug Makin
• Loop Capital Markets, LLC
• Greg Gorbatenko
• David Mantell

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Analyst CoverageU.S. Cellular (USM)continued

• McDaonald Investment, Inc.
• Thomas Morabito
• Merrill Lynch
• Linda Mutschler
• Dave Janazzo
• Morgan Stanley
• Greg Lundberg
• Luiz F. Carvalho
• Raymond James
• Ric Prentiss
• Robertson Stephens
• Frank Marsala
• Dave B. Rao

• Salomon Smith Barney
• Mike Rollins
• John Santo Domingo
• Michael Chung
• Stephens Inc.
• Charlie Pluckhahn
• David J. Palmisano
• UBS Warburg
• Colette Fleming
• Mark Kinarney

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HOME PLATE
- PrimeCo Wireless Communications LLC - 20 Mega
hertz PCS License - CDMA Technology (500 cell
sites) - Chicago MTA - 13.1 million pops
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HOME PLATE cont.
- 34 Stores and Kiosks - 650 indirect retail
partners - 350,000 customers - 450 employees -
Purchase price _____
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STRATEGIC ADVANTAGE
- Strengthens Midwest Market already companys
largest operation - Home town advantage -
Senior management team at U.S. Cellular well
acquainted with market