UNITED STATES CELLULAR CORPORATION (a Delaware corporation) Debt Securities TERMS AGREEMENT

Exhibit 1.2

UNITED STATES CELLULAR CORPORATION

(a Delaware corporation)

Debt Securities

TERMS AGREEMENT

November 16, 2015

To: United States Cellular Corporation
0000 Xxxx Xxxx Xxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000

Ladies and Gentlemen:

We understand that United States Cellular Corporation, a Delaware corporation (the “Company”), proposes to issue and sell $300,000,000 aggregate principal amount of its 7.25% Senior Notes due 2064  (the “Securities”). Subject to the terms and conditions set forth or incorporated by reference herein, we the underwriters named below (the “Underwriters”) offer to purchase, severally and not jointly, the principal amount of Securities opposite their names set forth below at the purchase price set forth below.

Underwriters		Principal Amount of Securities
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated		$	52,800,000
Xxxxxx Xxxxxxx & Co. LLC		52,800,000
RBC Capital Markets, LLC		52,800,000
UBS Securities LLC		52,800,000
Xxxxx Fargo Securities, LLC		52,800,000
Citigroup Global Markets Inc.		15,000,000
BNY Mellon Capital Markets, LLC		4,500,000
Comerica Securities, Inc.		4,500,000
TD Securities (USA) LLC		4,500,000
U.S. Bancorp Investments, Inc.		4,500,000
Xxxxxx Xxxxxxxx, LLC		1,500,000
Xxxxxx X. Xxxxxxx & Company, Inc.		1,500,000
Total		$	300,000,000

The Underwritten Securities shall have the following terms:

Debt Securities

Title:		7.25% Senior Notes due 2064
Rank:		Senior unsecured obligations of the Company
Aggregate principal amount of Initial Underwritten Securities:		$300,000,000
Denominations:		$25 and integral multiples of $25 in excess thereof
Currency of payment:		US Dollars
Interest rate:		7.25% per annum
Interest payment dates:		March 1, June 1, September 1 and December 1, commencing March 1, 2016
Regular record dates:		The first business day preceding the respective interest payment date
Stated maturity date:		December 1, 2064
Redemption provisions:		The Notes may be redeemed, in whole or in part, at the Company’s option at any time on and after December 1, 2020 at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest to the redemption date
Sinking fund requirements:		None
Conversion provisions:		None
Listing requirements:		NYSE within 30 days of settlement date
CUSIP / ISIN:		911684 603 / US9116846034
Price to Public:		$25 per Note; 100% of the principal amount, plus accrued interest, if any, from November 23, 2015
Purchase price:		$24.2125 per Note; 96.850% of principal amount, plus accrued interest, if any, from November 23, 2015
Form:		Book-entry only
Other terms and conditions:		None
Initial Sale Time:		3:00 P.M., New York City time, on November 16, 2015
Free writing prospectus included in Disclosure Package (See Section 1(a)(2)):		Free writing prospectus, dated November 16, 0000
Xxxxxxxxxx xxxx show or other written communications included in Company Additional Written Communication (See Section 1(a)(6)):		None
Restriction on Sale of Securities:		November 16, 2015 and continuing to and including 30 days thereafter, except with prior written consent from the Representatives
Closing date and location:		November 23, 2015 at the offices of Sidley Austin LLP, Xxx X. Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000

2

All of the provisions contained in the document attached as Annex I hereto entitled “UNITED STATES CELLULAR CORPORATION — Debt Securities — Final Term Sheet” as was filed with the Securities and Exchange Commission on November 16, 2015 and the document attached as Annex II hereto entitled “UNITED STATES CELLULAR CORPORATION — Debt Securities — Underwriting Agreement” are hereby incorporated by reference in their entirety herein and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein.  Terms defined in such document are used herein as therein defined.

[Remainder of page intentionally left blank; signatures appear on next page]

3

Please accept this offer no later than 4:00 o’clock P.M. (New York City time) on November 16, 2015 by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us.

	Very truly yours,
	XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
	INCORPORATED
	XXXXXX XXXXXXX & CO. LLC
	RBC CAPITAL MARKETS, LLC
	UBS SECURITIES LLC
	XXXXX FARGO SECURITIES, LLC
	As Representatives of the Several
	Underwriters Referred to Below
	BY: XXXXX FARGO SECURITIES, LLC
	By:	/s/ Xxxxxxx Xxxxxx
		Authorized Signatory
	Acting on behalf of itself and the other named Underwriters.

[Signature Page to the Terms Agreement]

Accepted:
UNITED STATES CELLULAR CORPORATION
By	/s/ XxXxx X. Xxxxxxx, Xx.
	Name:	XxXxx X. Xxxxxxx, Xx.
	Title:	Chairman
By	/s/ Xxxxxxx X. Xxxxxx
	Name:	Xxxxxxx X. Xxxxxx
	Title:	President and Chief Executive Officer

[Signature Page to the Terms Agreement]

Annex I to Terms Agreement

Form of Pricing Term Sheet

Free Writing Prospectus

(To Prospectus dated November 16, 2015 and

Preliminary Prospectus Supplement Dated November 16, 2015)

United States Cellular Corporation

7.25% Senior Notes due 2064

Pricing Term Sheet

Issuer:		United States Cellular Corporation
Expected Ratings (Xxxxx’x / S&P / Fitch)*:		Ba1/BB/BB+
Security:		7.25% Senior Notes due 2064
Principal Amount:		$300,000,000
Overallotment Option:		None
Denominations:		$25 and integral multiples of $25 in excess thereof
Trade Date:		November 16, 2015
Settlement Date:		November 23, 2015 (T+5)
Maturity Date:		December 1, 2064
Coupon:		7.25%
Interest Payment Dates:		March 1, June 1, September 1 and December 1, commencing March 1, 2016 (long first coupon)
Price to Public:		$25 per note
Optional Redemption:		The Issuer may redeem the Notes, in whole or in part, at any time on and after December 1, 2020 at a redemption price equal to 100% of the principal amount redeemed plus accrued and unpaid interest to the redemption date.
Listing:		The Issuer intends to list the Notes on the New York Stock Exchange under the symbol “UZC” and expects trading in the Notes on the New York Stock Exchange to begin within 30 days after the Settlement Date.
CUSIP/ISIN:		911684 603 / US9116846034
Joint Book-Running Managers:		Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated

A-I-1

		Xxxxxx Xxxxxxx & Co. LLC RBC Capital Markets, LLC UBS Securities LLC Xxxxx Fargo Securities, LLC
Lead Manager:		Citigroup Global Markets Inc.
Co-Managers:		BNY Mellon Capital Markets, LLC Comerica Securities, Inc. TD Securities (USA) LLC U.S. Bancorp Investments, Inc.
Underwriters:		Xxxxxx Xxxxxxxx, LLC Xxxxxx X. Xxxxxxx & Company, Inc.

*Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering.

You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by contacting Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated toll-free at 1-800-294-1322 or e-mail xx.xxxxxxxxxx_xxxxxxxx@xxxx.xxx; or Xxxxxx Xxxxxxx & Co. LLC toll-free at 0-000-000-0000; or RBC Capital Markets, LLC toll-free at 0-000-000-0000; or UBS Securities LLC toll-free at 1-888-827-7275; or Xxxxx Fargo Securities, LLC toll-free at 0-000-000-0000 or e-mail xxxxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx.

X-X-0

Xxxxx XX xx Xxxxx Xxxxxxxxx

XXXXXX XXXXXX CELLULAR CORPORATION

Underwriting Agreement

[see attached]

A-II-1