Item 1.01.  Entry into a Material Definitive Agreement.

On December 20, 2017, United States Cellular Corporation (U.S. Cellular), a subsidiary of Telephone and Data Systems, Inc. (TDS),  and certain wholly-owned subsidiaries of U.S. Cellular, entered into agreements relating to the issuance of asset-backed variable funding notes which are collateralized by the receivable balances of equipment installment plan contracts of U.S. Cellular’s customers (the “Securitization”) with Royal Bank of Canada (RBC), as administrative agent for owners of the securitized notes, with a maximum funding limit of $200,000,000 at any given time (collectively, the “Securitization Agreements”).  

The Securitization Agreements are disclosed in U.S. Cellular’s Form 8-K dated December 20, 2017, which Form 8-K is incorporated by reference herein. The terms and conditions of the U.S. Cellular Securitization Agreements are described in such Form 8-K.

As a condition to one of the Securitization Agreements, U.S. Cellular entered into a Performance Guaranty whereby U.S. Cellular guarantees the performance of certain wholly-owned subsidiaries of U.S. Cellular under certain transfer and servicing agreements as well as under certain of the Securitization Agreements.  U.S. Cellular does not guarantee that the receivables are collectable.  A copy of the U.S. Cellular Performance Guaranty is incorporated by reference herein as Exhibit 10.2.

In reviewing the agreements included as exhibits to this report, please note that they are included to provide information regarding their terms and are not intended to provide any other factual or disclosure information about the Company or the other parties to the agreements. Certain of the agreements contain representations and warranties by one or more of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:

• should not in any instance be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;
• may have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;
• may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and
• were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about the Company may be found elsewhere in the Company’s SEC filings, which are available without charge through the SEC’s website at http://www.sec.gov.

Item 2.03.  Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.

Item 9.01.  Financial Statements and Exhibits

(d)   Exhibits: