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): October 31, 2019

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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol	Name of each exchange on which registered
Common Shares, $1 par value	USM	New York Stock Exchange
6.95% Senior Notes due 2060	UZA	New York Stock Exchange
7.25% Senior Notes due 2063	UZB	New York Stock Exchange
7.25% Senior Notes due 2064	UZC	New York Stock Exchange

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 October 31, 2019, United States Cellular Corporation (U.S. Cellular) issued a news release announcing its results of operations for the period ended September 30, 2019. 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 October 31, 2019
99.2	Private Securities Litigation Reform Act of 1995 Safe Harbor Cautionary Statement
104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

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:	October 31, 2019	By:	/s/  Douglas W. Chambers
			Douglas W. Chambers
			Senior Vice President, 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 November 1, 2019, at 9:00 a.m. CDT.  Listen to the call live via the Events & Presentations page ofinvestors.uscellular.com.

FOR IMMEDIATE RELEASE

U.S. Cellular reports thirdquarter2019results

Growth in revenues; 5G and network modernization initiatives progressing

CHICAGO (October 31, 2019) — United States Cellular Corporation (NYSE:USM) reported total operating revenues of $1,031 million for the third quarter of 2019, versus $1,001 million for the same period one year ago. Net income attributable to U.S. Cellular shareholders and related diluted earnings per share were $23 million and $0.27, respectively, for the third quarter of 2019 compared to $36 million and $0.41, respectively, in the same period one year ago.

"I’m pleased with the progress we made this quarter," said Kenneth R. Meyers, U.S. Cellular president and CEO. "We generated improved financial results and although subscriber activity was slow early in the quarter, we gained momentum and finished strong, achieving sequential improvement in postpaid handset net additions by delivering on our customer satisfaction strategy and implementing many of our strategic initiatives. Our efforts produced growth in revenue and Adjusted EBITDA. Continued popularity of our unlimited Total Plans drove increases in average revenue per user and increased inbound roaming contributed to growth in service revenue. I am pleased to see these trends as we head into the important holiday season.

"We recently completed a brand refresh and launched a new more modern look and a brand promise around 'Bringing Fairness to Wireless,' to reinforce the values that have always been part of U.S. Cellular. Another driver of customer satisfaction is our high-quality network, which is performing well even as data usage continues to increase. Our network modernization efforts are progressing as we ready our network for 5G, so that even customers with 4G devices have experienced better network quality and improved speeds. Additionally, we are on track to launch 5G service in Iowa and Wisconsin during the first quarter of 2020."

1

2019Estimated Results

U.S. Cellular’s current estimates of full-year 2019 results are shown below. Such estimates represent management’s view as of October 31, 2019 and should not be assumed to be current as of any future date. U.S. Cellular undertakes no duty to update such estimates, whether as a result of new information, future events or otherwise. There can be no assurance that final results will not differ materially from estimated results.

	2019 Estimated Results
	Previous	Current
(Dollars in millions)
Total operating revenues	$3,900-$4,100	$3,950-$4,050
Adjusted OIBDA1	$725-$875	$750-$850
Adjusted EBITDA1	$900-$1,050	$925-$1,025
Capital expenditures	$625-$725	Unchanged

The following table provides a reconciliation of Net income to Adjusted OIBDA and Adjusted EBITDA for 2019 estimated results, actual results for the nine months endedSeptember 30, 2019, and actual results for the year ended December 31, 2018. In providing 2019 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
	2019 Estimated Results	Nine Months Ended September 30, 2019			Year Ended December 31, 2018
(Dollars in millions)
Net income (GAAP)	N/A	$	115		$	164
Add back or deduct:
Income tax expense	N/A	55			51
Income before income taxes (GAAP)	$80-$180	$	170		$	215
Add back:
Interest expense	115	87			116
Depreciation, amortization and accretion expense	710	524			640
EBITDA (Non-GAAP)1	$905-$1,005	$	781		$	971
Add back or deduct:
(Gain) loss on asset disposals, net	20	13			10
(Gain) loss on sale of business and other exit costs, net	—	(1		)	—
(Gain) loss on license sales and exchanges, net	—	—			(18		)
Adjusted EBITDA (Non-GAAP)1	$925-$1,025	$	793		$	963
Deduct:
Equity in earnings of unconsolidated entities	160	128			159
Interest and dividend income	15	14			15
Other, net	—	—			(1		)
Adjusted OIBDA (Non-GAAP)1	$750-$850	$	651		$	790

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 before income taxes. Additional information and reconciliations related to Non-GAAP financial measures for September 30, 2019, can be found on U.S. Cellular’s website at investors.uscellular.com.

2

Conference Call Information

U.S. Cellular will hold a conference call on November 1, 2019 at 9:00 a.m. Central Time.

▪ Access the live call on the Events & Presentationspage ofinvestors.uscellular.comor at https://www.webcaster4.com/Webcast/Page/1145/32152.

▪ Access the call by phone at877-273-7192(US/Canada),conference ID: 4119859.

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 5.0 million connections in 21 states. The Chicago-based company had 5,500 full- and part-time associates as of September 30, 2019. At the end of the third quarter of 2019, 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

3

UnitedStates Cellular Corporation
Summary Operating Data (Unaudited)
As of or for the Quarter Ended	9/30/2019			6/30/2019			3/31/2019			12/31/2018			9/30/2018
Retail Connections
Postpaid
Total at end of period	4,395,000			4,414,000			4,440,000			4,472,000			4,466,000
Gross additions	163,000			137,000			137,000			179,000			172,000
Feature phones	3,000			5,000			4,000			4,000			3,000
Smartphones	121,000			97,000			98,000			132,000			130,000
Connected devices	39,000			35,000			35,000			43,000			39,000
Net additions (losses)	(19,000		)	(26,000		)	(32,000		)	6,000			(1,000		)
Feature phones	(11,000		)	(10,000		)	(13,000		)	(11,000		)	(14,000		)
Smartphones	9,000			(1,000		)	(1,000		)	31,000			29,000
Connected devices	(17,000		)	(15,000		)	(18,000		)	(14,000		)	(16,000		)
ARPU1	$	46.16		$	45.90		$	45.44		$	45.58		$	45.31
ARPA2	$	119.87		$	119.46		$	118.84		$	119.60		$	119.42
Churn rate3	1.38		%	1.23		%	1.26		%	1.29		%	1.29		%
Handsets	1.09		%	0.97		%	0.99		%	1.00		%	1.02		%
Connected devices	3.44		%	3.01		%	3.08		%	3.20		%	3.04		%
Prepaid
Total at end of period	510,000			500,000			503,000			516,000			528,000
Gross additions	70,000			61,000			61,000			66,000			80,000
Net additions (losses)	9,000			(2,000		)	(13,000		)	(12,000		)	1,000
ARPU1	$	34.35		$	34.43		$	33.44		$	32.80		$	32.09
Churn rate3	4.03		%	4.20		%	4.92		%	4.98		%	4.98		%
Total connections at end of period4	4,957,000			4,967,000			4,995,000			5,041,000			5,050,000
Market penetration at end of period
Consolidated operating population	31,310,000			31,310,000			31,310,000			31,469,000			31,469,000
Consolidated operating penetration5	16		%	16		%	16		%	16		%	16		%
Capital expenditures (millions)	$	170		$	195		$	102		$	242		$	118
Total cell sites in service	6,554			6,535			6,506			6,531			6,506
Owned towers	4,123			4,116			4,106			4,129			4,119

¹  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.

²  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.

³  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.

⁴  Includes reseller and other connections.

⁵  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.

4

United States Cellular Corporation
Consolidated Statement of Operations Highlights
(Unaudited)
	Three Months Ended September 30,								Nine Months Ended September 30,
	2019			2018			2019 vs. 2018		2019			2018			2019 vs. 2018
(Dollars and shares in millions, except per share amounts)
Operating revenues
Service	$	774		$	759		2	%	$	2,272		$	2,224		2	%
Equipment sales	257			242			6	%	698			692			1	%
Total operating revenues	1,031			1,001			3	%	2,970			2,916			2	%
Operating expenses
System operations (excluding Depreciation, amortization and accretion reported below)	199			200			(1	)%	568			566			–
Cost of equipment sold	266			258			3	%	724			716			1	%
Selling, general and administrative	358			346			3	%	1,027			1,014			1	%
Depreciation, amortization and accretion	181			160			13	%	524			478			10	%
(Gain) loss on asset disposals, net	5			3			66	%	13			5			N/M
(Gain) loss on sale of business and other exit costs, net	—			—			N/M		(1		)	—			N/M
(Gain) loss on license sales and exchanges, net	2			—			N/M		—			(18		)	98	%
Total operating expenses	1,011			967			5	%	2,855			2,761			3	%
Operating income	20			34			(40	)%	115			155			(26	)%
Investment and other income (expense)
Equity in earnings of unconsolidated entities	44			42			5	%	128			120			7	%
Interest and dividend income	4			4			4	%	14			10			40	%
Interest expense	(29		)	(29		)	1	%	(87		)	(87		)	–
Total investment and other income	19			17			12	%	55			43			27	%
Income before income taxes	39			51			(23	)%	170			198			(14	)%
Income tax expense	15			14			2	%	55			55			1	%
Net income	24			37			(33	)%	115			143			(20	)%
Less: Net income attributable to noncontrolling interests, net of tax	1			1			29	%	6			14			(61	)%
Net income attributable to U.S. Cellular shareholders	$	23		$	36		(34	)%	$	109		$	129		(15	)%
Basic weighted average shares outstanding	86			86			1	%	87			85			1	%
Basic earnings per share attributable to U.S. Cellular shareholders	$	0.27		$	0.42		(35	)%	$	1.26		$	1.51		(16	)%
Diluted weighted average shares outstanding	88			87			1	%	88			86			2	%
Diluted earnings per share attributable to U.S. Cellular shareholders	$	0.27		$	0.41		(35	)%	$	1.24		$	1.49		(17	)%

N/M - Percentage change not meaningful

5

United States Cellular Corporation
Consolidated Statement of Cash Flows
(Unaudited)
	Nine Months Ended September 30,
	2019			2018
(Dollars in millions)
Cash flows from operating activities
Net income	$	115		$	143
Add (deduct) adjustments to reconcile net income to net cash flows from operating activities
Depreciation, amortization and accretion	524			478
Bad debts expense	77			67
Stock-based compensation expense	32			26
Deferred income taxes, net	(34		)	(4		)
Equity in earnings of unconsolidated entities	(128		)	(120		)
Distributions from unconsolidated entities	99			90
(Gain) loss on asset disposals, net	13			5
(Gain) loss on sale of business and other exit costs, net	(1		)	—
(Gain) loss on license sales and exchanges, net	—			(18		)
Other operating activities	3			2
Changes in assets and liabilities from operations
Accounts receivable	(35		)	(1		)
Equipment installment plans receivable	(42		)	(88		)
Inventory	3			15
Accounts payable	(4		)	21
Customer deposits and deferred revenues	(1		)	(5		)
Accrued taxes	81			1
Accrued interest	9			9
Other assets and liabilities	(24		)	(21		)
Net cash provided by operating activities	687			600
Cash flows from investing activities
Cash paid for additions to property, plant and equipment	(439		)	(277		)
Cash paid for licenses	(257		)	(2		)
Cash received from investments	29			50
Cash paid for investments	(11		)	—
Cash received from divestitures and exchanges	32			23
Other investing activities	(1		)	3
Net cash used in investing activities	(647		)	(203		)
Cash flows from financing activities
Repayment of long-term debt	(14		)	(14		)
Common Shares reissued for benefit plans, net of tax payments	(8		)	7
Repurchase of Common Shares	(21		)	—
Distributions to noncontrolling interests	(3		)	(5		)
Other financing activities	(2		)	(5		)
Net cash used in financing activities	(48		)	(17		)
Net increase (decrease) in cash, cash equivalents and restricted cash	(8		)	380
Cash, cash equivalents and restricted cash
Beginning of period	583			352
End of period	$	575		$	732

6

United States CellularCorporation
Consolidated Balance Sheet Highlights
(Unaudited)
ASSETS
	September 30, 20191		December 31, 2018
(Dollars in millions)
Current assets
Cash and cash equivalents	$	570	$	580
Short-term investments	—		17
Accounts receivable	993		976
Inventory, net	139		142
Prepaid expenses	49		63
Other current assets	19		34
Total current assets	1,770		1,812
Assets held for sale	9		54
Licenses	2,461		2,186
Investments in unconsolidated entities	471		441
Property, plant and equipment, net	2,144		2,202
Operating lease right-of-use assets	897		—
Other assets and deferred charges	539		579
Total assets	$	8,291	$	7,274

7

United States Cellular Corporation
Consolidated Balance Sheet Highlights
(Unaudited)
LIABILITIES AND EQUITY
	September 30, 20191			December 31, 2018
(Dollars in millions, except per share amounts)
Current liabilities
Current portion of long-term debt	$	19		$	19
Accounts payable	337			313
Customer deposits and deferred revenues	155			157
Accrued taxes	88			30
Accrued compensation	68			78
Short-term operating lease liabilities	104			—
Other current liabilities	78			94
Total current liabilities	849			691
Liabilities held for sale	1			1
Deferred liabilities and credits
Deferred income tax liability, net	477			510
Long-term operating lease liabilities	864			—
Other deferred liabilities and credits	312			389
Long-term debt, net	1,592			1,605
Noncontrollinginterests with redemption features	11			11
Equity
U.S. Cellular shareholders’ equity
Series A Common and Common Shares, par value $1 per share	88			88
Additional paid-in capital	1,622			1,590
Treasury shares	(70		)	(65		)
Retained earnings	2,532			2,444
Total U.S. Cellular shareholders’ equity	4,172			4,057
Noncontrolling interests	13			10
Total equity	4,185			4,067
Total liabilities and equity	$	8,291		$	7,274

¹  As of January 1, 2019, U.S. Cellular adopted the new lease accounting standard, ASC 842, using a modified retrospective method. Under this method, the new accounting standard is applied only to the most recent period presented. As a result, 2019 amounts include the impacts of ASC 842, but 2018 amounts remain as previously reported.

8

United States Cellular Corporation

Financial Measures and Reconciliations

(Unaudited)

Free Cash Flow

	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
(Dollars in millions)
Cash flows from operating activities (GAAP)	$	211	$	235	$	687	$	600
Less: Cash paid for additions to property, plant and equipment	157		103		439		277
Free cash flow (Non-GAAP)1	$	54	$	132	$	248	$	323

¹  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.

EBITDA, Adjusted EBITDA and Adjusted OIBDA

The following table reconciles EBITDA, Adjusted EBITDA and Adjusted OIBDA to the corresponding GAAP measures, Net income and Operating income.

	Three Months Ended September 30,
	2019		2018
(Dollars in millions)
Net income (GAAP)	$	24	$	37
Add back:
Income tax expense	15		14
Interest expense	29		29
Depreciation, amortization and accretion	181		160
EBITDA (Non-GAAP)	249		240
Add back or deduct:
(Gain) loss on asset disposals, net	5		3
(Gain) loss on license sales and exchanges, net	2		—
Adjusted EBITDA (Non-GAAP)	256		243
Deduct:
Equity in earnings of unconsolidated entities	44		42
Interest and dividend income	4		4
Adjusted OIBDA (Non-GAAP)	208		197
Deduct:
Depreciation, amortization and accretion	181		160
(Gain) loss on asset disposals, net	5		3
(Gain) loss on license sales and exchanges, net	2		—
Operating income (GAAP)	$	20	$	34

9

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, but are not limited to, 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 effectively 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 the inability 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 amount of spectrum licenses acquired, 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 talent throughout all levels of the organization, 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.

▪ Changes in facts or circumstances, including new or additional information, could requireU.S. Cellular to record adjustments to 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 or have other consequences.

▪ The market price of U.S. Cellular’s Common Shares is subject to fluctuations due to a variety of factors.

▪ 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.

XML

Document and Entity Document	Oct. 31, 2019
Entity Central Index Key	0000821130
Document Type	8-K
Document Period End Date	Oct. 31, 2019
Entity Registrant Name	UNITED STATES CELLULAR CORPORATION
Entity Incorporation, State or Country Code	DE
Entity File Number	001-09712
Entity Tax Identification Number	62-1147325
Entity Address, Address Line One	8410 West Bryn Mawr
Entity Address, City or Town	Chicago
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60631
City Area Code	(773)
Local Phone Number	399-8900
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false
Common Shares
Title of 12(b) Security	Common Shares, $1 par value
Trading Symbol	USM
Security Exchange Name	NYSE
6.95% Senior Notes
Title of 12(b) Security	6.95% Senior Notes due 2060
Trading Symbol	UZA
Security Exchange Name	NYSE
7.25% 2063 Senior Notes
Title of 12(b) Security	7.25% Senior Notes due 2063
Trading Symbol	UZB
Security Exchange Name	NYSE
7.25% 2064 Senior Notes
Title of 12(b) Security	7.25% Senior Notes due 2064
Trading Symbol	UZC
Security Exchange Name	NYSE