8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 23, 2018

UNITED STATES CELLULAR CORPORATION
(Exact name of registrant as specified in its charter)
Delaware		001-09712	62-1147325
(State or other jurisdiction of		(Commission	(I.R.S. Employer Identification No.)
incorporation or organization)		File Number)
8410 West Bryn Mawr, Chicago, Illinois 60631
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (773) 399-8900
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
□	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
□	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
□	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
□	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
□	Emerging growth company
□	If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 2.02.  Results of Operations and Financial Condition

On February 23, 2018, United States Cellular Corporation (U.S. Cellular) issued a news release announcing its results of operations for the period ended December 31, 2017. A copy of the news release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

The information in this Item 2.02 of Form 8-K is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor will any such information or exhibits be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such filing.

Item 9.01.  Financial Statements and Exhibits

(d)   The following exhibits are being filed herewith:

Exhibit Number	Description of Exhibits
99.1	Earnings Press Release dated February 23, 2018
99.2	Private Securities Litigation Reform Act of 1995 Safe Harbor Cautionary Statement

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
			UNITED STATES CELLULAR CORPORATION
			(Registrant)
Date:	February 23, 2018
		By:	/s/ Steven T. Campbell
			Steven T. Campbell
			Executive Vice President – Finance,
			Chief Financial Officer and Treasurer
			(principal financial officer)

EX-99.1

Exhibit 99.1   NEWS RELEASE

As previously announced, U.S. Cellular will hold a teleconference February 23, 2018 at 9:30 a.m. CST.  Listen to the call live via the Events & Presentations page of investors.uscellular.com.

FOR IMMEDIATE RELEASE

U.S. Cellular reports fourth quarter and full year 2017 results

Adds handset connections; Drives increased revenue and profitability

CHICAGO, (February 23, 2018) — United States Cellular Corporation (NYSE:USM) reported total operating revenues of $1,029 million for the fourth quarter of 2017, versus $1,006million for the same period one year ago and Net income attributable to U.S. Cellular shareholders and related diluted earnings per share were $273million and $3.18, respectively, for the fourth quarter of 2017.  Excluding a benefit of $269 million related to the enactment of new tax legislation, Net income attributable to U.S. Cellular common shareholders and related diluted earnings per share excluding adjustments (non-GAAP) were $4 million and $0.05, respectively, for the three months ended December 31, 2017, compared to Net loss attributable to U.S. Cellular shareholders and related diluted loss per share of $6 million and $0.07 respectively, in the same period one year ago. 

U.S. Cellular reported total operating revenues of $3,890 million and $3,990 million for the years ended 2017 and 2016, respectively and Net income attributable to U.S. Cellular shareholders and related diluted earnings per share were $12 million and $0.14, respectively, for the year ended 2017.  Excluding the benefit of $269 million related to the enactment of new tax legislation and the recognition of a loss on goodwill impairment of $370 million ($307 million, net of tax) in the third quarter, Net income attributable to U.S. Cellular shareholders and related diluted earnings per share excluding adjustments (non-GAAP) were $50 million and $0.58, respectively, for the year ended December 31, 2017, compared to Net income attributable to U.S. Cellular shareholders and related diluted earnings per share of $48 million and $0.56, respectively, for the year ended 2016. 

“We made significant progress on the strategic imperatives we set for 2017,” said Kenneth R. Meyers, U.S. Cellular President and CEO. “With the success of our Total Plans, which include an unlimited data option and no hidden fees, we were able to grow our customer base through the powerful combination of new customer additions and increased loyalty and customer engagement. Through a company-wide initiative to better align costs with our strategic imperatives, we were able to reduce expenses by some $100 million in 2017 and, importantly, identify and implement programs to generate additional savings in 2018 and beyond. This extensive attention on costs allowed us to offset a decline in revenues caused by competitive pricing pressures and generate a modest increase in profitability.

“Managing our investment spending was another imperative for us in 2017 as we remain focused on providing an exceptional wireless experience for our customers wherever they live, work or play.  We do this by investing in our network to increase capacity and roll out new products and services.  For example, VoLTE is now operational in Iowa and Wisconsin, providing enhanced features and higher quality calls.  We were able to execute these network investments with capital spending well below our original expectations.

“As we look to 2018, I am optimistic about our ability to increase revenues through a larger subscriber base and an expectation for a more rational competitive environment. We will continue to control costs across the organization, and remain disciplined in managing investments of capital for network capacity and quality and for digitization initiatives.”

1

2018 Estimated Results

U.S. Cellular’s estimates of full-year 2018 results are shown below.  Such estimates represent management’s view as of February 23, 2018.  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.

	2018 EstimatedResults and Actual Results for the Year Ended December 31, 2017
		2018 Estimated Results		Actual Results for the Year Ended December 31, 2017
(Dollars in millions)
Total operating revenues		$3,850-$4,050	$	3,890
Adjusted OIBDA (1)(2)		$625-$775	$	675
Adjusted EBITDA (1)		$765-$915	$	820
Capital expenditures		$500-$550	$	469

2

The following table provides a reconciliation of Net income to Adjusted OIBDA and Adjusted EBITDA for 2018 estimated results and actual results for the year ended December 31, 2017.  In providing 2018 estimated results, U.S. Cellular has not completed the below reconciliation to Net income because it does not provide guidance for income taxes.  Although potentially significant, U.S. Cellular believes that the impact of income taxes cannot be reasonably predicted; therefore, U.S. Cellular is unable to provide such guidance. 

				2018 Estimated Results		Actual Results for the Year Ended December 31, 2017
(Dollars in millions)
Net income (GAAP)				N/A	$	15
Add back (deduct):
	Income tax expense (benefit)			N/A		(287)
Income (loss) before income taxes (GAAP)			$	10-160	$	(272)
Add back:
	Interest expense			110		113
	Depreciation, amortization and accretion expense			625		615
EBITDA (Non-GAAP) (1)			$	745-895	$	456
Add back (deduct):
	Loss on impairment of goodwill			–		370
	(Gain) loss on sale of business and other exit costs, net			–		(1)
	(Gain) loss on license sales and exchanges, net			–		(22)
	(Gain) loss on asset disposals, net			20		17
Adjusted EBITDA (Non-GAAP) (1)			$	765-915	$	820
Deduct:
	Equity in earnings of unconsolidated entities			130		137
	Interest and dividend income			10		8
Adjusted OIBDA (Non-GAAP) (1)(2)			$	625-775	$	675
Note: Totals may not foot due to rounding differences.
(1)		EBITDA, Adjusted EBITDA and Adjusted OIBDA are defined as net income adjusted for the items set forth in the reconciliation above.  EBITDA, Adjusted EBITDA and Adjusted OIBDA are not measures of financial performance under Generally Accepted Accounting Principles in the United States (GAAP) and should not be considered as alternatives to Net income or Cash flows from operating activities, as indicators of cash flows or as measures of liquidity.  U.S. Cellular does not intend to imply that any such items set forth in the reconciliation above are non-recurring, infrequent or unusual; such items may occur in the future.  Management uses Adjusted EBITDA and Adjusted OIBDA as measurements of profitability, and therefore reconciliations to Net income are deemed appropriate.  Management believes Adjusted EBITDA and Adjusted OIBDA are useful measures of U.S. Cellular’s operating results before significant recurring non-cash charges, gains and losses, and other items as presented above as they provide additional relevant and useful information to investors and other users of U.S. Cellular’s financial data in evaluating the effectiveness of its operations and underlying business trends in a manner that is consistent with management’s evaluation of business performance.  Adjusted EBITDA shows adjusted earnings before interest, taxes, depreciation, amortization and accretion, and gains and losses, while Adjusted OIBDA reduces this measure further to exclude Equity in earnings of unconsolidated entities and Interest and dividend income in order to more effectively show the performance of operating activities excluding investment activities.  The table above reconciles EBITDA, Adjusted EBITDA and Adjusted OIBDA to the corresponding GAAP measure, Net income or Income (loss) before income taxes.
(2)		A reconciliation of Adjusted OIBDA (Non-GAAP) to Operating income (GAAP) for full year 2017 actual results can be found on U.S. Cellular’s website at investors.uscellular.com.

3

Conference Call Information

U.S. Cellular will hold a conference call on February 23, 2018 at 9:30 a.m. Central Time.

• Access the live call on the Events & Presentations page of investors.uscellular.comor athttps://www.webcaster4.com/Webcast/Page/1145/24672.
• 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 investors.uscellular.com. The call will be archived on the Events & Presentations page of investors.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 customers with 5.1 million connectionsin 22 states. The Chicago-based company had 5,900full- and part-time associates as of December 31, 2017. At December 31, 2017, Telephone and Data Systems, Inc. owned 83 percent of U.S. Cellular. For more information about U.S. Cellular, visit uscellular.com.

Contacts

Jane W. McCahon, Senior Vice President - Corporate Relations and Corporate Secretary of TDS

312-592-5379

jane.mccahon@tdsinc.com

Julie D. Mathews, IRC, Director - Investor Relations of TDS

312-592-5341

julie.mathews@tdsinc.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: intense competition; the ability to execute U.S. Cellular’s business strategy; uncertainties in U.S. Cellular’s future cash flows and liquidity and access to the capital markets; the ability to make payments on U.S. Cellular indebtedness or comply with the terms of debt covenants; impacts of any pending acquisitions/divestitures/exchanges of properties and/or licenses,including, but not limited to, the ability to obtain regulatory approvals, successfully complete the transactions and the financial impacts of such transactions; the ability of the company to successfully manage and grow its markets; the access to and pricing of unbundled network elements; 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 of U.S. Cellular debt securities by accredited ratings organizations; industry consolidation; advances in telecommunications technology; pending and future litigation; changes in income tax rates, laws, regulations or rulings; changes in customer growth rates, average monthly revenue per user, churn rates, roaming revenue and terms, the availability of wireless devices, or the mix of services and products offered by U.S. Cellular. 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, which are incorporated by reference herein.

For more information about U.S. Cellular, visit:

U.S. Cellular: www.uscellular.com

4

United States Cellular Corporation
Summary Operating Data (Unaudited)
As of or for the Quarter Ended					12/31/2017		9/30/2017		6/30/2017		3/31/2017		12/31/2016
Retail Connections
	Postpaid
		Total at end of period				4,518,000		4,513,000		4,478,000		4,455,000		4,482,000
		Gross additions				177,000		191,000		174,000		146,000		187,000
			Feature phones			5,000		7,000		7,000		7,000		7,000
			Smartphones			128,000		132,000		116,000		88,000		109,000
			Connected devices			44,000		52,000		51,000		51,000		71,000
		Net additions (losses)				5,000		35,000		23,000		(27,000)		(2,000)
			Feature phones			(15,000)		(15,000)		(15,000)		(19,000)		(21,000)
			Smartphones			33,000		44,000		34,000		(9,000)		(4,000)
			Connected devices			(13,000)		6,000		4,000		1,000		23,000
		ARPU (1)			$	44.12	$	43.41	$	44.60	$	45.42	$	45.19
		ABPU (Non-GAAP)(2)			$	56.69	$	54.71	$	55.19	$	55.82	$	55.43
		ARPA (3)			$	118.05	$	116.36	$	119.73	$	121.88	$	120.67
		ABPA (Non-GAAP)(4)			$	151.68	$	146.65	$	148.15	$	149.78	$	148.02
		Churn rate (5)				1.27%		1.16%		1.13%		1.29%		1.41%
			Handsets			1.00%		0.96%		0.91%		1.08%		1.23%
			Connected devices			2.84%		2.33%		2.35%		2.55%		2.49%
	Prepaid
		Total at end of period				519,000		515,000		484,000		480,000		484,000
		Gross additions				83,000		102,000		73,000		78,000		83,000
		Net additions (losses)				4,000		31,000		3,000		(4,000)		4,000
		ARPU(1)			$	32.42	$	33.12	$	33.52	$	33.66	$	33.25
		Churn rate (5)				5.09%		4.75%		4.93%		5.69%		5.44%
Total connections at end of period (6)						5,096,000		5,089,000		5,023,000		4,996,000		5,031,000
Market penetration at end of period
	Consolidated operating population					31,834,000		31,834,000		32,089,000		32,089,000		31,994,000
	Consolidated operating penetration(7)					16%		16%		16%		16%		16%
Capital expenditures (millions)					$	213	$	112	$	84	$	61	$	171
Total cell sites in service						6,460		6,436		6,421		6,417		6,415
Owned towers						4,080		4,051		4,044		4,041		4,040
(1)		Average Revenue Per User (ARPU) - metric which is calculated by dividing a revenue base by an average number of connections and by the number of months in the period.  These revenue bases and connection populations are shown below:
			▪	Postpaid ARPU consists of total postpaid service revenues and postpaid connections.
			▪	Prepaid ARPU consists of total prepaid service revenues and prepaid connections.
(2)		Average Billings Per User (ABPU) - non-GAAP metric which is calculated by dividing total postpaid service revenues plus equipment installment plan billings by the average number of postpaid connections and by the number of months in the period.  Refer to the end of this release for a reconciliation of this metric to its most comparable GAAP metric.
(3)		Average Revenue Per Account (ARPA) - metric which is calculated by dividing total postpaid service revenues by the average number of postpaid accounts and by the number of months in the period.
(4)		Average Billings Per Account (ABPA) - non-GAAP metric which is calculated by dividing total postpaid service revenues plus equipment installment plan billings by the average number of postpaid accounts and by the number of months in the period.  Refer to the end of this release for a reconciliation of this metric to its most comparable GAAP metric.
(5)		Churn rate represents the percentage of the connections that disconnect service each month.  These rates represent the average monthly churn rate for each respective period.
(6)		Includes reseller and other connections.
(7)		Market penetration is calculated by dividing the number of wireless connections at the end of the period by the total population of consolidated operating markets as estimated by Nielsen.

5

United States Cellular Corporation
Consolidated Statement of Operations Highlights
(Unaudited)
							2017 vs. 2016
							Increase
Three Months Ended December 31,			2017		2016		(Decrease)
(Dollars and shares in millions, except per share amounts)
Operating revenues
	Service (1)		$	755	$	752	-
	Equipment sales			274		254	8%
		Total operating revenues (1)		1,029		1,006	2%
Operating expenses
	System operations (excluding Depreciation, amortization    and accretion reported below)			183		188	(3)%
	Cost of equipment sold			322		283	14%
	Selling, general and administrative			372		390	(5)%
	Depreciation, amortization and accretion			155		156	(1)%
	(Gain) loss on asset disposals, net			4		6	(34)%
	(Gain) loss on license sales and exchanges, net			(3)		(3)	(24)%
		Total operating expenses		1,033		1,020	1%
Operating loss				(4)		(14)	75%
Investment and other income (expense)
	Equity in earnings of unconsolidated entities			36		30	17%
	Interest and dividend income (1)			2		1	22%
	Interest expense			(28)		(29)	5%
	Other, net			–		1	(38)%
		Total investment and other income (1)		10		3	>100%
Income (loss) before income taxes				6		(11)	>100%
	Income tax expense (benefit)			(267)		(6)	>(100)%
Net income (loss)				273		(5)	>100%
	Less: Net income attributable to noncontrolling interests, net of tax			–		1	(32)%
Net income (loss) attributable to U.S. Cellular shareholders			$	273	$	(6)	>100%
Basic weighted average shares outstanding				85		85	-
Basic earnings (loss) per share attributable to U.S. Cellular shareholders			$	3.21	$	(0.07)	>100%
Diluted weighted average shares outstanding				86		85	1%
Diluted earnings (loss) per share attributable to    U.S. Cellular shareholders			$	3.18	$	(0.07)	>100%
(1)	Equipment installment plan interest income is reflected as a component of Service revenues consistent with an accounting policy change effective January 1, 2017.  All prior period numbers have been recast to conform to this accounting change.

6

United States Cellular Corporation
Consolidated Statement of Operations Highlights
(Unaudited)
							2017 vs. 2016
							Increase
Year Ended December 31,			2017		2016		(Decrease)
(Dollars and shares in millions, except per share amounts)
Operating revenues
	Service		$	2,978	$	3,081	(3)%
	Equipment sales			912		909	-
		Total operating revenues		3,890		3,990	(3)%
Operating expenses
	System operations (excluding Depreciation, amortization
		and accretion reported below)		732		760	(4)%
	Cost of equipment sold			1,071		1,081	(1)%
	Selling, general and administrative			1,412		1,480	(4)%
	Depreciation, amortization and accretion			615		618	-
	Loss on impairment of goodwill			370		–	N/M
	(Gain) loss on asset disposals, net			17		22	(22)%
	(Gain) loss on sale of business and other exit costs, net			(1)		–	>(100)%
	(Gain) loss on license sales and exchanges, net			(22)		(19)	(17)%
		Total operating expenses		4,194		3,942	6%
Operating income (loss)				(304)		48	>(100)%
Investment and other income (expense)
	Equity in earnings of unconsolidated entities			137		140	(2)%
	Interest and dividend income			8		6	40%
	Interest expense			(113)		(113)	-
	Other, net			–		1	(19)%
		Total investment and other income		32		34	(1)%
Income (loss) before income taxes				(272)		82	>(100)%
	Income tax expense (benefit)			(287)		33	>(100)%
Net income				15		49	(70)%
	Less: Net income attributable to noncontrolling interests, net of tax			3		1	56%
Net income attributable to U.S. Cellular shareholders			$	12	$	48	(74)%
Basic weighted average shares outstanding				85		85	-
Basic earnings per share attributable to U.S. Cellular shareholders			$	0.14	$	0.56	(75)%
Diluted weighted average shares outstanding				86		85	-
Diluted earnings per share attributable to U.S. Cellular shareholders			$	0.14	$	0.56	(75)%
N/M - Percentage change not meaningful

7

United States Cellular Corporation

Consolidated Statement of Cash Flows

(Unaudited)

Year Ended December 31,				2017		2016
(Dollars in millions)
Cash flows from operating activities
	Net income			$	15	$	49
	Add (deduct) adjustments to reconcile net income to net
	cash flows from operating activities
		Depreciation, amortization and accretion			615		618
		Bad debts expense			89		96
		Stock-based compensation expense			30		26
		Deferred income taxes, net			(365)		6
		Equity in earnings of unconsolidated entities			(137)		(140)
		Distributions from unconsolidated entities			136		93
		Loss on impairment of goodwill			370		–
		(Gain) loss on asset disposals, net			17		22
		(Gain) loss on sale of business and other exit costs, net			(1)		–
		(Gain) loss on license sales and exchanges, net			(22)		(19)
		Noncash interest			2		2
		Other operating activities			–		(2)
	Changes in assets and liabilities from operations
		Accounts receivable			(68)		(23)
		Equipment installment plans receivable			(261)		(246)
		Inventory			–		8
		Accounts payable			(14)		48
		Customer deposits and deferred revenues			(3)		(54)
		Accrued taxes			26		40
		Accrued interest			–		(2)
		Other assets and liabilities			40		(21)
			Net cash provided by operating activities		469		501
Cash flows from investing activities
	Cash paid for additions to property, plant and equipment				(465)		(443)
	Cash paid for licenses				(189)		(53)
	Cash paid for investments				(50)		–
	Cash received from divestitures and exchanges				21		21
	Federal Communications Commission deposit				–		(143)
			Net cash used in investing activities		(683)		(618)
Cash flows from financing activities
	Repayment of long-term debt				(14)		(11)
	Common shares reissued for benefit plans, net of tax payments				1		6
	Common shares repurchased				–		(5)
	Payment of debt issuance costs				(2)		(2)
	Distributions to noncontrolling interests				(4)		(1)
	Other financing activities				(1)		1
			Net cash used in financing activities		(20)		(12)
Net decrease in cash, cash equivalents and restricted cash					(234)		(129)
Cash, cash equivalents and restricted cash (1)
	Beginning of period				586		715
	End of period			$	352	$	586
(1)		As of December 31, 2017, U.S. Cellular early adopted ASU 2016-18 on a retrospective basis which requires that restricted cash be presented with Cash and cash equivalents in the Statement of Cash Flows.  The Statement of Cash Flows includes restricted cash of less than $1 million as of December 31, 2017, and no restricted cash as of December 31, 2016.

8

United States Cellular Corporation
Consolidated Balance Sheet Highlights
(Unaudited)
ASSETS
December 31,			2017		2016
(Dollars in millions)
Current assets
	Cash and cash equivalents		$	352	$	586
	Short-term investments			50		–
	Accounts receivable from customers and others, net			843		727
	Inventory, net			138		138
	Prepaid expenses			79		84
	Other current assets			21		23
		Total current assets		1,483		1,558
Assets held for sale				10		8
Licenses				2,223		1,886
Goodwill				–		370
Investments in unconsolidated entities				415		413
Property, plant and equipment, net				2,320		2,470
Other assets and deferred charges				390		405
Total assets			$	6,841	$	7,110

9

United States Cellular Corporation
Consolidated Balance Sheet Highlights
(Unaudited)
LIABILITIES AND EQUITY
December 31,			2017		2016
(Dollars and shares in millions, except per share amounts)
Current liabilities
	Current portion of long-term debt		$	18	$	11
	Accounts payable			310		321
	Customer deposits and deferred revenues			185		190
	Accrued taxes			56		39
	Accrued compensation			74		73
	Other current liabilities			90		84
		Total current liabilities		733		718
Deferred liabilities and credits
	Deferred income tax liability, net			461		826
	Other deferred liabilities and credits			337		302
Long-term debt, net				1,622		1,618
Noncontrolling interests with redemption features				1		1
Equity
U.S. Cellular shareholders’ equity
	Series A Common and Common Shares, par value $1 per share			88		88
	Additional paid-in capital			1,552		1,522
	Treasury shares			(120)		(136)
	Retained earnings			2,157		2,160
		Total U.S. Cellular shareholders’ equity		3,677		3,634
Noncontrolling interests				10		11
	Total equity			3,687		3,645
Total liabilities and equity			$	6,841	$	7,110

10

United States Cellular Corporation
Financial Measures and Reconciliations
(Unaudited)
Free Cash Flow
		Three Months Ended				Year Ended
		December 31,				December 31,
			2017		2016		2017		2016
(Dollars in millions)
Cash flows from operating activities (GAAP)		$	76	$	86	$	469	$	501
Less: Cash paid for additions to property, plant and equipment			213		163		465		443
	Free cash flow (Non-GAAP) (1)	$	(137)	$	(77)	$	4	$	58
(1)	Management uses Free cash flow as a liquidity measure and it is defined as Cash flows from operating activities less Cash paid for additions to property, plant and equipment.  Free cash flow is a non-GAAP financial measure which U.S. Cellular believes may be useful to investors and other users of its financial information in evaluating liquidity, specifically, the amount of net cash generated by business operations after deducting Cash paid for additions to property, plant and equipment.

Non-GAAP Adjustments

The following non-GAAP financial measures present certain information in the table below excluding the effect of the goodwill impairment charge, enactment ofH.R.1, originally referred to as the Tax Cuts and Jobs Act (the Tax Act) and other related tax effects.  The goodwill impairment charge, which occurred in the third quarter of 2017, and the deferred tax benefit are being excluded in this presentation, as they cause current operations of U.S. Cellular not to be comparable with prior periods.  U.S. Cellular believes these measures may be useful to investors and other users of its financial information when comparing the current period financial results with periods that were not impacted by such items.

		Three Months Ended				Year Ended
		December 31,				December 31,
		2017		2016		2017		2016
(Dollars in millions, except per share amounts)
Net income (loss) attributable to U.S. Cellular shareholders (GAAP)		$	273	$	(6)	$	12	$	48
Adjustments:
	Loss on impairment of goodwill		–		–		370		–
	Tax benefit on impairment of goodwill(1)		–		–		(63)		–
	Subtotal of Non-GAAP goodwill adjustments		–		–		307		–
	Effect of the Tax Act		(269)		–		(269)		–
Subtotal of Non-GAAP adjustments			(269)		–		38		–
Net income (loss) attributable to U.S. Cellular shareholders excluding adjustments (Non-GAAP)		$	4	$	(6)	$	50	$	48
Diluted earnings (loss) per share attributable to U.S. Cellular shareholders (GAAP)		$	3.18	$	(0.07)	$	0.14	$	0.56
Adjustments:
	Loss on impairment of goodwill		–		–		4.31		–
	Tax benefit on impairment of goodwill(1)		–		–		(0.74)		–
	Effect of the Tax Act		(3.13)		–		(3.13)		–
Diluted earnings (loss) per share attributable to U.S. Cellular shareholders excluding adjustments (Non-GAAP)		$	0.05	$	(0.07)	$	0.58	$	0.56
(1)	Tax benefit represents the amount associated with the tax-amortizable portion of the loss on goodwill impairment.

11

Postpaid ABPU and Postpaid ABPA

U.S. Cellular presents Postpaid ABPU and Postpaid ABPA to reflect the revenue shift from Service revenues to Equipment sales resulting from the increased adoption of equipment installment plans.  Postpaid ABPU and Postpaid ABPA, as previously defined herein, are non-GAAP financial measures which U.S. Cellular believes are useful to investors and other users of its financial information in showing trends in both service and equipment sales revenues received from customers.

For the Quarter Ended			12/31/2017		9/30/2017		6/30/2017		3/31/2017		12/31/2016
(Dollars and connection counts in millions)
Calculation of Postpaid ARPU
Postpaid service revenues		$	598	$	586	$	597	$	608	$	607
Average number of postpaid connections			4.52		4.50		4.47		4.46		4.48
Number of months in period			3		3		3		3		3
	Postpaid ARPU (GAAP metric)	$	44.12	$	43.41	$	44.60	$	45.42	$	45.19
Calculation of Postpaid ABPU
Postpaid service revenues		$	598	$	586	$	597	$	608	$	607
Equipment installment plan billings			170		152		142		139		138
	Total billings to postpaid connections	$	768	$	738	$	739	$	747	$	745
Average number of postpaid connections			4.52		4.50		4.47		4.46		4.48
Number of months in period			3		3		3		3		3
	Postpaid ABPU (Non-GAAP metric)	$	56.69	$	54.71	$	55.19	$	55.82	$	55.43
Calculation of Postpaid ARPA
Postpaid service revenues		$	598	$	586	$	597	$	608	$	607
Average number of postpaid accounts			1.69		1.68		1.66		1.66		1.68
Number of months in period			3		3		3		3		3
	Postpaid ARPA (GAAP metric)	$	118.05	$	116.36	$	119.73	$	121.88	$	120.67
Calculation of Postpaid ABPA
Postpaid service revenues		$	598	$	586	$	597	$	608	$	607
Equipment installment plan billings			170		152		142		139		138
	Total billings to postpaid accounts	$	768	$	738	$	739	$	747	$	745
Average number of postpaid accounts			1.69		1.68		1.66		1.66		1.68
Number of months in period			3		3		3		3		3
	Postpaid ABPA (Non-GAAP metric)	$	151.68	$	146.65	$	148.15	$	149.78	$	148.02

12

EX-99.2

Exhibit 99.2

PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

SAFE HARBOR CAUTIONARY STATEMENT

This Form 8-K and/or press release attached to this Form 8-K contain statements that are not based on historical facts and represent forward-looking statements, as this term is defined in the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, that address activities, events or developments that U.S. Cellular intends, expects, projects, believes, estimates, plans or anticipates will or may occur in the future are forward-looking statements. The words “believes,” “anticipates,” “estimates,” “expects,” “plans,” “intends,” “projects” and similar expressions are intended to identify these forward-looking statements, but are not the exclusive means of identifying them. Such forward‑looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, events or developments to be significantly different from any future results, events or developments expressed or implied by such forward‑looking statements. Such risks, uncertainties and other factors include those set forth below, as more fully discussed under “Risk Factors” in the most recent filing of U.S. Cellular’s Form 10-K, as updated by any U.S. Cellular Form 10-Q filed subsequent to such Form 10-K. However, such factors are not necessarily all of the important factors that could cause actual results, performance or achievements to differ materially from those expressed in, or implied by, the forward-looking statements contained in this document. Other unknown or unpredictable factors also could have material adverse effects on future results, performance or achievements. U.S. Cellular undertakes no obligation to update publicly any forward-looking statements whether as a result of new information, future events or otherwise. You should carefully consider the Risk Factors in the most recent filing of U.S. Cellular’s Form 10-K, as updated by any U.S. Cellular Form 10-Q filed subsequent to such Form 10-K, the following factors and other information contained in, or incorporated by reference into, this Form 8-K and/or press release attached to this Form 8-K to understand the material risks relating to U.S. Cellular’s business.

• Intense competition in the markets in which U.S. Cellular operates could adversely affect U.S. Cellular’s revenues or increase its costs to compete.
• A failure by U.S. Cellular to successfully execute its business strategy (including planned acquisitions, spectrum acquisitions, divestitures and exchanges) or allocate resources or capital could have an adverse effect on U.S. Cellular’s business, financial condition or results of operations.
• Uncertainty in U.S. Cellular’s future cash flow and liquidity or in the ability to access capital, deterioration in the capital markets, other changes in U.S. Cellular’s performance or market conditions, changes in U.S. Cellular’s credit ratings or other factors could limit or restrict the availability of financing on terms and prices acceptable to U.S. Cellular, which could require U.S. Cellular to reduce its construction, development or acquisition programs, reduce the acquisition of spectrum licenses, and/or reduce or cease share repurchases.
• U.S. Cellular has a significant amount of indebtedness which could adversely affect its financial performance and in turn adversely affect its ability to make payments on its indebtedness, comply with terms of debt covenants and incur additional debt.
• Changes in roaming practices or other factors could cause U.S. Cellular's roaming revenues to decline from current levels, roaming expenses to increase from current levels and/or impact U.S. Cellular's ability to service its customers in geographic areas where U.S. Cellular does not have its own network, which could have an adverse effect on U.S. Cellular's business, financial condition or results of operations.
• A failure by U.S. Cellular to obtain access to adequate radio spectrum to meet current or anticipated future needs and/or to accurately predict future needs for radio spectrum could have an adverse effect on U.S. Cellular’s business, financial condition or results of operations.
• To the extent conducted by the FCC, U.S. Cellular may participate in FCC auctions for additional spectrum or for funding in certain Universal Service programs in the future directly or indirectly and, during certain periods, will be subject to the FCC’s anti-collusion rules, which could have an adverse effect on U.S.Cellular.
• Failure by U.S.Cellular to timely or fully comply with any existing applicable legislative and/or regulatory requirements or changes thereto could adversely affect U.S.Cellular’s business, financial condition or results of operations.
• An inability to attract people of outstanding potential, to develop their potential through education and assignments, and to retain them by keeping them engaged, challenged and properly rewarded could have an adverse effect on U.S. Cellular's business, financial condition or results of operations.
• U.S.Cellular’s assets and revenue are concentrated in the U.S.wireless telecommunications industry.  Consequently, its operatingresults may fluctuate based on factors related primarily to conditions in this industry.
• U.S. Cellular’s smaller scale relative to larger competitors that may have greater financial and other resources than U.S. Cellular could cause U.S. Cellular to be unable to compete successfully, which could adversely affect its business, financial condition or results of operations.

• Changes in various business factors, including changes in demand, customer preferences and perceptions, price competition, churn from customer switching activity and other factors, could have an adverse effect on U.S.Cellular’s business, financial condition or results of operations.
• Advances or changes in technology could render certain technologies used by U.S.Cellular obsolete, could put U.S. Cellular at a competitive disadvantage, could reduce U.S.Cellular’s revenues or could increase its costs of doing business.
• Complexities associated with deploying new technologies present substantial risk and U.S. Cellular investments in unproven technologies may not produce the benefits that U.S. Cellular expects.
• U.S. Cellular receives regulatory support and is subject to numerous surcharges and fees from federal, state and local governments, and the applicability and the amount of the support and fees are subject to great uncertainty, which could have an adverse effect on U.S. Cellular’s business, financial condition or results of operations.
• Performance under device purchase agreements could have a material adverse impact on U.S. Cellular's business, financial condition or results of operations.
• Changes in U.S.Cellular’s enterprise value, changes in the market supply or demand for wireless licenses, adverse developments in the business or the industry in which U.S.Cellular is involved and/or other factors could require U.S.Cellular to recognize impairments in the carrying value of its licenses and/or physical assets.
• Costs, integration problems or other factors associated with acquisitions, divestitures or exchanges of properties or licenses and/or expansion of U.S.Cellular’s business could have an adverse effect on U.S.Cellular’s business, financial condition or results of operations.
• A failure by U.S.Cellular to complete significant network construction and systems implementation activities as part of its plans to improve the quality, coverage, capabilities and capacity of its network, support and other systems and infrastructure could have an adverse effect on its operations.
• Difficulties involving third parties with which U.S. Cellular does business, including changes in U.S. Cellular's relationships with or financial or operational difficulties of key suppliers or independent agents and third party national retailers who market U.S. Cellular’s services, could adversely affect U.S.Cellular’s business, financial condition or results of operations.
• U.S.Cellular has significant investments in entities that it does not control. Losses in the value of such investments could have an adverse effect on U.S.Cellular’s financial condition or results of operations.
• A failure by U.S. Cellular to maintain flexible and capable telecommunication networks or information technology, or a material disruption thereof, could have an adverse effect on U.S. Cellular’s business, financial condition or results of operations.
• U.S. Cellular has experienced and, in the future, expects to experience cyber-attacks or other breaches of network or information technology security of varying degrees on a regular basis, which could have an adverse effect on U.S. Cellular's business, financial condition or results of operations.
• The market price of U.S.Cellular’s Common Shares is subject to fluctuations due to a variety of factors.
• Changes in facts or circumstances, including new or additional information, could require U.S.Cellular to record charges relating to adjustments of amounts reflected in the financial statements, which could have an adverse effect on U.S.Cellular’s business, financial condition or results of operations.
• Disruption in credit or other financial markets, a deterioration of U.S. or global economic conditions or other events could, among other things, impede U.S. Cellular’s access to or increase the cost of financing its operating and investment activities and/or result in reduced revenues and lower operating income and cash flows, which would have an adverse effect on U.S. Cellular’s business, financial condition or results of operations.
• Settlements, judgments, restraints on its current or future manner of doing business and/or legal costs resulting from pending and future litigation could have an adverse effect on U.S.Cellular’s business, financial condition or results of operations.
• The possible development of adverse precedent in litigation or conclusions in professional studies to the effect that radio frequency emissions from wireless devices and/or cell sites cause harmful health consequences, including cancer or tumors, or may interfere with various electronic medical devices such as pacemakers, could have an adverse effect on U.S.Cellular’s business, financial condition or results of operations.
  

• Claims of infringement of intellectual property and proprietary rights of others, primarily involving patent infringement claims, could prevent U.S. Cellular from using necessary technology to provide products or services or subject U.S. Cellular to expensive intellectual property litigation or monetary penalties, which could have an adverse effect on U.S. Cellular’s business, financial condition or results of operations.
• There are potential conflicts of interests between TDS and U.S.Cellular.
• Certain matters, such as control by TDS and provisions in the U.S.Cellular Restated Certificate of Incorporation, may serve to discourage or make more difficult a change in control of U.S.Cellular.
• Any of the foregoing events or other events could cause revenues, earnings, capital expenditures and/or any other financial or statistical information to vary from U.S.Cellular’s forward-looking estimates by a material amount.