Item 8.01. Other Events
On May 10, 2021, United States Cellular Corporation (the "Company"), subsidiary
of Telephone and Data Systems, Inc., entered into an underwriting agreement (the
"Underwriting Agreement") with BofA Securities, Inc., Citigroup Global Markets
Inc., Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, UBS Securities LLC and
Wells Fargo Securities, LLC, as representatives (the "Representatives") of the
several underwriters named therein (the "Underwriters"), and a related Terms
Agreement (the "Terms Agreement") among the Company and the Representatives,
pursuant to which the Company agreed to sell to the Underwriters, and the
Underwriters agreed to purchase from the Company, subject to the satisfaction of
the terms and conditions set forth in the Underwriting Agreement, $500,000,000
aggregate principal amount of the Company's 5.500% Senior Notes due 2070 (the
"Notes").

The terms and conditions of the Underwriting Agreement and the Notes are described in the Company's Form 8-K dated May 1 7 , 2021 , which Form 8-K is incorporated by reference herein.



The Notes were registered under the Securities Act of 1933, as amended (the
"Securities Act"), pursuant to a shelf registration statement on Form S-3 (File
No. 333-251482), including the prospectus forming a part thereof. On May 10,
2021, the Company filed with the Securities and Exchange Commission a prospectus
supplement to the prospectus pursuant to Rule 424(b)(5) under the Securities
Act, relating to the offering of the Notes.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits:



Exhibit Number                 Description of Exhibits
1.1                              Underwriting Agreement, dated as of May

10, 2021, among the Company and

BofA Securities, Inc., Citigroup Global

Markets Inc., Morgan Stanley &


                               Co. LLC, RBC Capital Markets, LLC, UBS

Securities LLC and Wells Fargo

Securities, LLC, as representatives of the

several underwriters, relating


                               to the Company's 5.500% Senior Notes due

2070, is hereby incorporated by


                               reference from Exhibit 1.1 to the Company's

Form 8-K dated May 17,


                               2021.
1.2                              Terms Agreement, dated as of     May 10,

2021 among the Company and


                               BofA Securities, Inc.,     Citigroup Global Markets Inc.,     Morgan
                               Stanley & Co. LLC, RBC Capital Markets, LLC, UBS Securities LLC and Wells
                               Fargo Securities, LLC, as representatives of the several underwriters,
                               relating to the Company's 5.500% Senior Notes due 2070, is hereby
                               incorporated by reference from Exhibit 1.2 to the Company's Form 8-K
                               dated     May 1    7    , 2021    .
4.1                              Indenture dated as of June 1, 2002 between the Registrant and The Bank
                               of New York Mellon Trust Company, N.A.

(formerly known as the Bank of New

York Trust Company, N.A., as successor to

BNY Midwest Trust Company), is


                               hereby incorporated by reference from

Exhibit 4.1 to the Company's


                               Registration Statement on Form S-3 (Registration No. 333-188971).
4.2                              Eleventh     Supplemental Indenture dated

as of May 17, 2021


                                 between the Company and The Bank of New

York Mellon Trust Company, N.A.


                               (formerly known as The Bank of New York

Trust Company, N.A., as successor


                               to BNY Midwest Trust Company), the form of which is hereby incorporated
                               by reference from Exhibit 2 to the Company's Registration Statement on
                               Form 8-A dated and filed on     May 17, 2021    .
104                            Cover Page Interactive Data File - the cover page XBRL tags are embedded
                               within the Inline XBRL document.

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