US Cellular 2008 Annual Report Download - page 35

PROPOSAL 4
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We anticipate continuing the services of PricewaterhouseCoopers LLP as our independent registered
public accounting firm for the current fiscal year. Representatives of PricewaterhouseCoopers LLP, which
served as our independent registered public accounting firm for the last fiscal year, are expected to be
present at the annual meeting of shareholders and will have the opportunity to make a statement and to
respond to appropriate questions raised by shareholders at the annual meeting or submitted in writing
prior thereto.
We are not required to obtain shareholder ratification of the selection of
PricewaterhouseCoopers LLP as our independent registered public accounting firm by the Bylaws or
otherwise. However, we have elected to seek such ratification by the affirmative vote of the holders of a
majority of the votes cast by shares entitled to vote with respect to such matter at the annual meeting.
Should the shareholders fail to ratify the selection of PricewaterhouseCoopers LLP as our independent
registered public accounting firm, the board of directors will consider whether to retain such firm for the
year ending December 31, 2009.
The board of directors recommends a vote ‘‘FOR’’ ratification of the selection of
PricewaterhouseCoopers LLP as our independent registered public accounting firm for the current
fiscal year.
FEES PAID TO PRINCIPAL ACCOUNTANTS
The following sets forth the aggregate fees (including expenses) billed by U.S. Cellular’s principal
accountants, PricewaterhouseCoopers LLP, for 2008 and 2007:
2008 2007
Audit Fees(1) ............................................... $1,920,819 $2,505,166
Audit Related Fees ........................................... — —
Tax Fees................................................... — —
All Other Fees(2) ............................................. 1,500 1,500
Total Fees(3) ................................................ $1,922,319 $2,506,666
(1) Represents the aggregate fees billed by PricewaterhouseCoopers LLP for professional services
rendered for the audit of the annual financial statements for the years 2008 and 2007 included in
U.S. Cellular’s Form 10-K for each of these years and the reviews of the financial statements
included in U.S. Cellular’s Forms 10-Q for each of these years, including the attestation and report
relating to internal control over financial reporting as well as accounting research, review of financial
information included in other SEC filings and the issuance of consents and comfort letters.
(2) Represents the aggregate fees billed by PricewaterhouseCoopers LLP for services, other than
services covered in (1) above, for the years 2008 and 2007.
(3) Amounts do not include fees billed by PricewaterhouseCoopers LLP directly to TDS. Although TDS
bills U.S. Cellular an overall management fee pursuant to the Intercompany Agreement discussed
below, TDS does not specifically identify and allocate fees of PricewaterhouseCoopers LLP to
U.S. Cellular.
The Audit Committee determined that the payment of fees for non-audit related services does not
conflict with maintaining PricewaterhouseCoopers LLP’s independence.
See U.S. Cellular’s web site, www.uscellular.com, under ‘‘Corporate Governance—Audit Committee
Charter,’’ for information relating to the Audit Committee’s pre-approval policies.
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