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): November 2, 2018

UNITED STATES CELLULAR CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE	001-09712	62-1147325
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

8410 West Bryn Mawr, Chicago, Illinois 60631

(Address of principal executive offices and 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:

□ 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 November 2, 2018, United States Cellular Corporation (U.S. Cellular) issued a news release announcing its results of operations for the period ended September 30, 2018.  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 November 2, 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:	November 2, 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 teleconferenceNovember 2, 2018, at 9:30 a.m. CDT.  Listen to the live call via the Events & Presentations page ofinvestors.uscellular.com.

FOR IMMEDIATE RELEASE

U.S. Cellular reportsstrongthirdquarter2018results

U.S. Cellular raises profitability guidance

CHICAGO, (November 2, 2018) — United States Cellular Corporation (NYSE:USM) reported total operating revenues of $1,001 million for the third quarter of 2018, versus $963 million for the same period one year ago. Net income attributable to U.S. Cellular shareholders and related diluted earnings per share were $36 million and $0.41, respectively, for the third quarter of 2018. Excluding a $370 million ($309 million, net of tax) non-cash charge related to goodwill impairment recorded during the quarter ended September 30, 2017, net income attributable to U.S. Cellular shareholders and related diluted earnings per share were $10 million and $0.11, respectively. Including the goodwill impairment charge recorded during the quarter ended September 30, 2017, U.S. Cellular recorded a Net loss attributable to U.S. Cellular shareholders and related diluted loss per share of $299 million and $3.51, respectively.

“I’m pleased with our continued momentum this quarter,” said Kenneth R. Meyers, U.S. Cellular president and CEO. “Through the efforts of our associates across the entire organization, we produced revenue growth and continued our cost management initiatives, which led to a 19% increase in Adjusted EBITDA in the quarter. These results gave us confidence to raise our 2018 guidance on profitability.

“Our subscriber results are strong evidence that customers value our Total Plans, as more subscribers switch to unlimited plans, driving an increase in average revenue per user (ARPU), which along with contributions from inbound roaming, increased device sales and device protection plans generated an increase in operating revenues. We have been successful in minimizing impacts of higher data usage through our ongoing cost management initiatives and making enhancements to our high-quality network.”

1

2018Estimated Results

U.S. Cellular’s current estimates of full-year 2018 results are shown below.  Such estimates represent management’s view as of November 2, 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 Estimated Results
	Current(1)	Previous
(Dollars in millions)
Total operating revenues	$3,950-$4,000	$3,925-$4,025
Adjusted OIBDA (2)(3)	$760-$810	$700-$800
Adjusted EBITDA (2)(3)	$925-$1,000	$850-$950
Capital expenditures	$500	$500-$550

2

The following table provides a reconciliation of Net income to Adjusted OIBDA and Adjusted EBITDA for 2018 estimated results, actual results for the nine months endedSeptember 30, 2018, 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.

			Actual Results
	2018 Estimated Results (1)		Nine Months Ended September 30, 2018(1)			Year Ended December 31, 2017
(Dollars in millions)
Net income (GAAP)	N/A		$	143		$	15
Add back or deduct:
Income tax expense (benefit)	N/A		55			(287		)
Income (loss) before income taxes (GAAP)	$175-$250		$	198		$	(272	)
Add back:
Interest expense	115		87			113
Depreciation, amortization and accretion expense	645		478			615
EBITDA (Non-GAAP) (2)	$935-$1,010		$	763		$	456
Add back or deduct:
Loss on impairment of goodwill	—		—			370
(Gain) loss on asset disposals, net	10		5			17
(Gain) loss on sale of business and other exit costs, net	—		—			(1		)
(Gain) loss on license sales and exchanges, net	(20	)	(18		)	(22		)
Adjusted EBITDA (Non-GAAP) (2)	$925-$1,000		$	750		$	820
Deduct:
Equity in earnings of unconsolidated entities	150-175		120			137
Interest and dividend income	15		10			8
Other, net	—		—			—
Adjusted OIBDA (Non-GAAP) (2)(3)	$760-$810		$	620		$	675

Note: Totals may not foot due to rounding differences.

(1) As of January 1, 2018, U.S. Cellular adopted the new revenue recognition standard, ASC 606, using a modified retrospective approach.  Under this method, the new accounting standard is applied only to the most recent period presented.  As a result, 2018 amounts include the impacts of ASC 606, but 2017 amounts remain as previously reported.

(2) 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.

(3) Additional information and reconciliations related to Non-GAAP financial measures for September 30, 2018, 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 November 2, 2018 at 9:30 a.m. Central Time.

▪ Access the live call on the Events & Presentationspage ofinvestors.uscellular.comor athttps://www.webcaster4.com/Webcast/Page/1145/28103

▪ Access the call by phone at877-273-7192(US/Canada),conference ID: 7739698.

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 connections in 22 states. The Chicago-based company had 5,700 full- and part-time associates as of September 30, 2018. At the end of the third quarter of 2018, Telephone and Data Systems, Inc. owned 82 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

UnitedStates Cellular Corporation
Summary Operating Data (Unaudited)
As of or for the Quarter Ended	9/30/2018 (1)			6/30/2018 (1)			3/31/2018 (1)			12/31/2017			9/30/2017
Retail Connections
Postpaid
Total at end of period	4,466,000			4,468,000			4,481,000			4,518,000			4,513,000
Gross additions	172,000			146,000			129,000			177,000			191,000
Feature phones	3,000			5,000			5,000			5,000			7,000
Smartphones	130,000			106,000			91,000			128,000			132,000
Connected devices	39,000			35,000			33,000			44,000			52,000
Net additions (losses)	(1,000		)	(13,000		)	(37,000		)	5,000			35,000
Feature phones	(14,000		)	(12,000		)	(15,000		)	(15,000		)	(15,000		)
Smartphones	29,000			17,000			(1,000		)	33,000			44,000
Connected devices	(16,000		)	(18,000		)	(21,000		)	(13,000		)	6,000
ARPU (2)	$	45.31		$	44.74		$	44.34		$	44.12		$	43.41
ABPU (Non-GAAP) (3)	$	59.41		$	57.75		$	57.10		$	56.69		$	54.71
ARPA (4)	$	119.42		$	118.57		$	118.22		$	118.05		$	116.36
ABPA (Non-GAAP) (5)	$	156.57		$	153.03		$	152.26		$	151.68		$	146.65
Churn rate (6)	1.29		%	1.19		%	1.23		%	1.27		%	1.16		%
Handsets	1.02		%	0.92		%	0.97		%	1.00		%	0.96		%
Connected devices	3.04		%	2.85		%	2.79		%	2.84		%	2.33		%
Prepaid
Total at end of period	528,000			527,000			525,000			519,000			515,000
Gross additions	80,000			78,000			88,000			83,000			102,000
Net additions	1,000			2,000			6,000			4,000			31,000
ARPU (2)	$	32.09		$	32.32		$	31.78		$	32.42		$	33.12
Churn rate (6)	4.98		%	4.83		%	5.27		%	5.09		%	4.75		%
Total connections at end of period(7)	5,050,000			5,051,000			5,063,000			5,096,000			5,089,000
Market penetration at end of period
Consolidated operating population	31,469,000			31,469,000			31,469,000			31,834,000			31,834,000
Consolidated operating penetration (8)	16		%	16		%	16		%	16		%	16		%
Capital expenditures (millions)	$	118		$	86		$	70		$	213		$	112
Total cell sites in service	6,506			6,478			6,473			6,460			6,436
Owned towers	4,119			4,105			4,099			4,080			4,051

(1) As of January 1, 2018, U.S. Cellular adopted the new revenue recognition standard, ASC 606, using a modified retrospective approach.  Under this method, the new accounting standard is applied only to the most recent period presented.  As a result, 2018 amounts include the impacts of ASC 606, but 2017 amounts remain as previously reported.

(2) Average Revenue Per User (ARPU) - metric 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.

(3) Average Billings Per User (ABPU) - non-GAAP metric 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.

(4) Average Revenue Per Account (ARPA) - metric is calculated by dividing total postpaid service revenues by the average number of postpaid accounts and by the number of months in the period.

(5) Average Billings Per Account (ABPA) - non-GAAP metric 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.

(6) 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.

(7) Includes reseller and other connections.

(8) 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)
	Three Months Ended September 30,								Nine Months Ended September 30,
	2018(1)			2017			2018 vs. 2017		2018(1)			2017			2018 vs. 2017
(Dollars and shares in millions, except per share amounts)
Operating revenues
Service	$	759		$	737		3	%	$	2,224		$	2,223		–
Equipment sales	242			226			7	%	692			639			8	%
Total operating revenues	1,001			963			4	%	2,916			2,862			2	%
Operating expenses
System operations (excluding Depreciation, amortization and accretion reported below)	200			185			8	%	566			549			3	%
Cost of equipment sold	258			261			(1	)%	716			749			(4	)%
Selling, general and administrative	346			350			(1	)%	1,014			1,041			(2	)%
Depreciation, amortization and accretion	160			153			4	%	478			460			4	%
Loss on impairment of goodwill	—			370			N/M		—			370			N/M
(Gain) loss on asset disposals, net	3			5			(36	)%	5			14			(61	)%
(Gain) loss on sale of business and other exit costs, net	—			(1		)	N/M		—			(1		)	N/M
(Gain) loss on license sales and exchanges, net	—			—			N/M		(18		)	(19		)	6	%
Total operating expenses	967			1,323			(27	)%	2,761			3,163			(13	)%
Operating income (loss)	34			(360		)	N/M		155			(301		)	N/M
Investment and other income (expense)
Equity in earnings of unconsolidated entities	42			35			19	%	120			101			18	%
Interest and dividend income	4			2			N/M		10			6			61	%
Interest expense	(29		)	(28		)	(2	)%	(87		)	(85		)	(3	)%
Other, net	—			—			(7	)%	—			1			N/M
Total investment and other income	17			9			93	%	43			23			88	%
Income (loss) before income taxes	51			(351		)	N/M		198			(278		)	N/M
Income tax expense (benefit)	14			(53		)	N/M		55			(19		)	N/M
Net income (loss)	37			(298		)	N/M		143			(259		)	N/M
Less: Net income attributable to noncontrolling interests, net of tax	1			1			40	%	14			2			N/M
Net income (loss) attributable to U.S. Cellular shareholders	$	36		$	(299	)	N/M		$	129		$	(261	)	N/M
Basic weighted average shares outstanding	86			85			1	%	85			85			1	%
Basic earnings (loss) per share attributable to U.S. Cellular shareholders	$	0.42		$	(3.51	)	N/M		$	1.51		$	(3.07	)	N/M
Diluted weighted average shares outstanding	87			85			2	%	86			85			2	%
Diluted earnings (loss) per share attributable to U.S. Cellular shareholders	$	0.41		$	(3.51	)	N/M		$	1.49		$	(3.07	)	N/M

N/M - Percentage change not meaningful

(1) As of January 1, 2018, U.S. Cellular adopted the new revenue recognition standard, ASC 606, using a modified retrospective approach. Under this method, the new accounting standard is applied only to the most recent period presented. As a result, 2018 amounts include the impacts of ASC 606, but 2017 amounts remain as previously reported.

6

United States Cellular Corporation
Consolidated Statement of Cash Flows
(Unaudited)
	Nine Months Ended September 30,
	2018(1)			2017
(Dollars in millions)
Cash flows from operating activities
Net income (loss)	$	143		$	(259	)
Add (deduct) adjustments to reconcile net income (loss) to net cash flows from operating activities
Depreciation, amortization and accretion	478			460
Bad debts expense	67			64
Stock-based compensation expense	26			21
Deferred income taxes, net	(4		)	(73		)
Equity in earnings of unconsolidated entities	(120		)	(101		)
Distributions from unconsolidated entities	90			85
Loss on impairment of goodwill	—			370
(Gain) loss on asset disposals, net	5			14
(Gain) loss on sale of business and other exit costs, net	—			(1		)
(Gain) loss on license sales and exchanges, net	(18		)	(19		)
Noncash interest	2			1
Changes in assets and liabilities from operations
Accounts receivable	(1		)	(16		)
Equipment installment plans receivable	(88		)	(164		)
Inventory	15			36
Accounts payable	21			(58		)
Customer deposits and deferred revenues	(5		)	(13		)
Accrued taxes	1			31
Accrued interest	9			9
Other assets and liabilities	(21		)	7
Net cash provided by operating activities	600			394
Cash flows from investing activities
Cash paid for additions to property, plant and equipment	(277		)	(252		)
Cash paid for licenses	(2		)	(189		)
Cash received for investments	50			—
Cash paid for investments	—			(50		)
Cash received from divestitures and exchanges	23			19
Other investing activities	3			—
Net cash used in investing activities	(203		)	(472		)
Cash flows from financing activities
Repayment of long-term debt	(14		)	(9		)
Common shares reissued for benefit plans, net of tax payments	7			1
Payment of debt issuance costs	(1		)	—
Distributions to noncontrolling interests	(5		)	(2		)
Other financing activities	(4		)	—
Net cash used in financing activities	(17		)	(10		)
Net increase (decrease) in cash, cash equivalents and restricted cash	380			(88		)
Cash, cash equivalents and restricted cash
Beginning of period	352			586
End of period	$	732		$	498

(1) As of January 1, 2018, U.S. Cellular adopted the new revenue recognition standard, ASC 606, using a modified retrospective approach. Under this method, the new accounting standard is applied only to the most recent period presented. As a result, 2018 amounts include the impacts of ASC 606, but 2017 amounts remain as previously reported.

7

United States CellularCorporation
Consolidated Balance Sheet Highlights
(Unaudited)
ASSETS
	September 30, 2018(1)		December 31, 2017
(Dollars in millions)
Current assets
Cash and cash equivalents	$	730	$	352
Short-term investments	—		50
Accounts receivable	929		843
Inventory, net	123		138
Prepaid expenses	62		79
Other current assets	20		21
Total current assets	1,864		1,483
Assets held for sale	42		10
Licenses	2,189		2,223
Investments in unconsolidated entities	461		415
Property, plant and equipment, net	2,126		2,320
Other assets and deferred charges	546		390
Total assets	$	7,228	$	6,841

8

United States Cellular Corporation
Consolidated Balance Sheet Highlights
(Unaudited)
LIABILITIES AND EQUITY
	September 30, 2018(1)			December 31, 2017
(Dollars in millions, except per share amounts)
Current liabilities
Current portion of long-term debt	$	19		$	18
Accounts payable	324			310
Customer deposits and deferred revenues	145			185
Accrued taxes	52			56
Accrued compensation	66			74
Other current liabilities	83			90
Total current liabilities	689			733
Deferred liabilities and credits
Deferred income tax liability, net	510			461
Other deferred liabilities and credits	386			337
Long-term debt, net	1,609			1,622
Noncontrollinginterests with redemption features	11			1
Equity
U.S. Cellular shareholders’ equity
Series A Common and Common Shares, par value $1 per share	88			88
Additional paid-in capital	1,578			1,552
Treasury shares	(84		)	(120		)
Retained earnings	2,430			2,157
Total U.S. Cellular shareholders’ equity	4,012			3,677
Noncontrolling interests	11			10
Total equity	4,023			3,687
Total liabilities and equity	$	7,228		$	6,841

(1) As of January 1, 2018, U.S. Cellular adopted the new revenue recognition standard, ASC 606, using a modified retrospective approach.  Under this method, the new accounting standard is applied only to the most recent period presented.  As a result, 2018 amounts include the impacts of ASC 606, but 2017 amounts remain as previously reported.

9

United States Cellular Corporation
Financial Measures and Reconciliations
(Unaudited)
Free Cash Flow
	Three Months Ended September 30,				Nine Months Ended September 30,
	2018		2017		2018		2017
(Dollars in millions)
Cash flows from operating activities (GAAP)	$	235	$	174	$	600	$	394
Less: Cash paid for additions to property, plant and equipment	103		96		277		252
Free cash flow (Non-GAAP) (1)	$	132	$	78	$	323	$	142

(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.

Net income (loss) excluding goodwill impairment charge

The following non-GAAP financial measures present certain information in the table below excluding the effect of the goodwill impairment charge and related tax effects. The goodwill impairment charge, which occurred in the third quarter of 2017, is being excluded in this presentation, as it is not related to the current operations of U.S. Cellular. 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 a charge.

	Three Months Ended September 30,					Nine Months Ended September 30,
	2018		2017			2018		2017
(Dollars in millions, except per share amounts)
Net income (loss) attributable to U.S. Cellular shareholders (GAAP)	$	36	$	(299	)	$	129	$	(261	)
Adjustments:
Loss on impairment of goodwill	—		370			—		370
Tax benefit on impairment of goodwill (1)	—		(61		)	—		(61		)
Total adjustments (Non-GAAP)	—		309			—		309
Net income attributable to U.S. Cellular shareholders excluding goodwill impairment charge (Non-GAAP)	$	36	$	10		$	129	$	48
Diluted earnings (loss) per share attributable to U.S. Cellular shareholders (GAAP)	$	0.41	$	(3.51	)	$	1.49	$	(3.07	)
Adjustments:
Adjustment to weighted average diluted shares (2)	—		0.03			—		0.03
Loss in impairment of goodwill	—		4.30			—		4.31
Tax benefit on impairment of goodwill (1)	—		(0.71		)	—		(0.71		)
Diluted earnings per share attributable to U.S. Cellular shareholders excluding goodwill impairment charge (Non-GAAP)	$	0.41	$	0.11		$	1.49	$	0.56
Diluted weighted average shares outstanding (GAAP)	87		85			86		85
Adjustment to weighted average diluted shares (2)	—		1			—		1
Adjusted diluted weighted average shares (Non-GAAP)	$	87	$	86		$	86	$	86

(1) Tax benefit represents the amount associated with the tax-deductible portion of the loss on goodwill impairment.

(2) Adjustment to reflect the incremental shares deemed anti-dilutive for GAAP diluted earnings per share.

10

Postpaid ABPU andPostpaid 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	9/30/2018 (1)		6/30/2018 (1)		3/31/2018 (1)		12/31/2017		9/30/2017
(Dollars and connection counts in millions)
Calculation of Postpaid ARPU
Postpaid service revenues	$	607	$	600	$	598	$	598	$	586
Average number of postpaid connections	4.47		4.47		4.50		4.52		4.50
Number of months in period	3		3		3		3		3
Postpaid ARPU (GAAP metric)	$	45.31	$	44.74	$	44.34	$	44.12	$	43.41
Calculation of Postpaid ABPU
Postpaid service revenues	$	607	$	600	$	598	$	598	$	586
Equipment installment plan billings	189		174		172		170		152
Total billings to postpaid connections	$	796	$	774	$	770	$	768	$	738
Average number of postpaid connections	4.47		4.47		4.50		4.52		4.50
Number of months in period	3		3		3		3		3
Postpaid ABPU (Non-GAAP metric)	$	59.41	$	57.75	$	57.10	$	56.69	$	54.71
Calculation of Postpaid ARPA
Postpaid service revenues	$	607	$	600	$	598	$	598	$	586
Average number of postpaid accounts	1.70		1.69		1.69		1.69		1.68
Number of months in period	3		3		3		3		3
Postpaid ARPA (GAAP metric)	$	119.42	$	118.57	$	118.22	$	118.05	$	116.36
Calculation of Postpaid ABPA
Postpaid service revenues	$	607	$	600	$	598	$	598	$	586
Equipment installment plan billings	189		174		172		170		152
Total billings to postpaid accounts	$	796	$	774	$	770	$	768	$	738
Average number of postpaid accounts	1.70		1.69		1.69		1.69		1.68
Number of months in period	3		3		3		3		3
Postpaid ABPA (Non-GAAP metric)	$	156.57	$	153.03	$	152.26	$	151.68	$	146.65

Numbers may not foot due to rounding.

(1) As of January 1, 2018, U.S. Cellular adopted the new revenue recognition standard, ASC 606, using a modified retrospective approach. Under this method, the new accounting standard is applied only to the most recent period presented. As a result, 2018 amounts include the impacts of ASC 606, but 2017 amounts remain as previously reported.

11

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 described 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.  Each of the following risks could have a material adverse effect on U.S. Cellular’s business, financial condition or results of operations.  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, financial condition or results of operations.

▪ 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 andin turn adversely affectits ability to make payments on its indebtedness,comply with terms of debt covenants and incur additional debt.

▪ Changes in roaming practices or other factorscould cause U.S. Cellular's roaming revenues to decline from current levels, roaming expenses to increase from current levelsand/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 toobtain 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. Cellularmay participate in FCC auctions foradditional spectrumor for funding in certain Universal Service programsin 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 anyexistingapplicablelegislative and/orregulatory requirementsor changes theretocould 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 havean adverse effect on U.S. Cellular's business, financial condition or results of operations.

▪ U.S. Cellular’s assetsand revenueare concentrated in the U.S.wireless telecommunications industry. Consequently, itsoperatingresultsmay fluctuate based on factors related primarily to conditions in this industry.

▪ U.S. Cellular’ssmallerscale relative to larger competitorsthat may have greater financial and other resources than U.S. Cellular could cause U.S. Cellular to be unable to compete successfully, whichcould 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 competitivedisadvantage, could reduce U.S.Cellular’s revenues or could increase its costs of doing business.

▪ Complexities associated with deploying new technologies present substantial riskand U.S. Cellular investments in unproven technologies may not produce thebenefits that U.S. Cellular expects.

▪ U.S. Cellularreceives regulatory support andis subject to numerous surcharges and fees from federal, state and local governments, and the applicability and the amount of thesupport andfees 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 licensesand/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’sservices, 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 resultsof operations.. 

▪ U.S. Cellular has experienced and, in the future, expects to experience cyber-attacks or other breaches of network or information technology securityof varying degrees on a regular basis, whichcould 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 requireU.S. Cellular to record chargesrelating to adjustmentsof amountsreflectedin 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 financialmarkets, 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 loweroperating 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 eventscould 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.