Attachment Attachment 1

This document pretains to ITC-T/C-20110525-00146 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2011052500146_890617

Attachment 1 FCC 214 South Canaan Cellular Communications Company, L.P. Pro Forma Transfer of Control USCIC of Pennsylvania 5, Inc. ("USCIC-PA5" or "Transferor") and USCOC of Pennsylvania RSA No. 10-B2, Inc. ("USCOC-PA10" or "Transferee") hereby provides notice of the transfer of control of South Canaan Cellular Communications Company, L.P. ("SCC-LP"), holder of international global resale Section 214 authority under File No. ITC-214-20081020- 00469, on May 9, 2011. SCC-LP is a limited partnership organized under Delaware law. On May 9, 2011 USCIC-PA5, which held 1% general partner and 99% limited partnership interests in SCC-LP, transferred its 1% general partner and 50% of the limited partnership interests to USCOC-PA10. USCIC-PA5 is a wholly-owned subsidiary of United States Cellular Corporation ("USCC"). USCIC-PA10 is owned 100% by United States Cellular Operating Company, LLC ("USCOC"), a wholly owned subsidiary of United States Cellular Investment Company, LLC (USCIC"), which is, in turn, a wholly-owned subsidiary of USCC. USCC is 82.8% owned by Telephone and Data Systems, Inc. ("TDS"). USCIC-PA5, USCOC-PA10, USCOC, USCIC, USCC and TDS are all Delaware corporations. Attached hereto are ownership structure diagrams for SCC-LP demonstrating the ownership chain of this entity before (Attachment A) and after (Attachment B) the May 9, 2011 transaction. In support hereof, and in accordance with the specific provisions of Section 63.18 and the numbered questions on the electronic application, the parties respectfully submit the following additional information: 1

Attachment 1 FCC 214 South Canaan Cellular Communications Company, L.P. Response to Question 10: (c) Correspondence concerning this Application should be sent to: Transferor: USCIC of Pennsylvania 5, Inc. c/o United States Cellular Corporation 8410 West Bryn Mawr Avenue, Suite. 700 Chicago, IL 60631-3486 (773)399-8900 With a copy to: Peter M. Connolly Holland & Knight LLP 2099 Pennsylvania Avenue, NW, Suite 100 Washington, DC 20006-6801 Telephone: 202-862-5989 Transferee: USCOC of Pennsylvania RSA No. 10-B2, Inc. c/o United States Cellular Corporation 8410 West Bryn Mawr Avenue, Suite. 700 Chicago, IL 60631-3486 (773)399-8900 With a copy to: Peter M. Connolly Holland & Knight LLP 2099 Pennsylvania Avenue, NW, Suite 100 Washington, DC 20006-6801 Telephone: 202-862-5989 (d) Statement of previously received Section 214 Authority: South Canaan Cellular Communications Company, L.P. was granted authority to resell services internationally under Section 214 of the Act on November 7, 2008 in FCC File No. ITC-214-20081020-000469. USCIC of Pennsylvania 5, Inc. and USCOC of Pennsylvania RSA No. 10-B2, Inc. do not hold Section 214 authorizations. 2

Attachment 1 FCC 214 South Canaan Cellular Communications Company, L.P. United States Cellular Corporation holds global facilities-based and resale authority pursuant to Section 63.18 (e)(1)-(2) of the Commission's rules. This authority was granted effective May 7, 1997 in FCC File No. ITC-214-19970320-00161. Response to Question 11: (h) Name, Address, Citizenship, Principal Businesses and Ownership Interest of Owners of Ten Percent or More of Each Applicant. Pursuant to Section 63.18(h) of the Commission's rules, following is the relevant ownership information listing the entities holding a 10 percent and greater interest in the following entities: USCIC-PA5, Transferor Direct Ownership: Name: United States Cellular Corporation Address: 8410 West Bryn Mawr Avenue, Suite 700 Chicago, IL 60631-3486 Citizenship: Delaware corporation (U.S.) Principal Business: Telecommunications Interest Held: 100% Indirect Ownership: Name: Telephone and Data Systems, Inc. Address: 30 N. LaSalle Street, Suite 4000 Chicago, IL 60602 Citizenship: Delaware corporation (U.S.) Principal Business: Telecommunications Interest Held: 82.8/% USCOC-PA10, Transferee: Direct Ownership Name: United States Cellular Operating Company, LLC Address c/o United States Cellular Corporation 8410 West Bryn Mawr Avenue, Suite 700 Chicago, IL 60631-3486 Citizenship: Delaware corporation (U.S.) Principal Business: Telecommunications Interest Held: 100% 3

Attachment 1 FCC 214 South Canaan Cellular Communications Company, L.P. Indirect Ownership: Name: United States Cellular Investment Company, LLC Address: c/o United States Cellular Corporation Chicago, IL 60631-3486 Citizenship: Delaware corporation (U.S.) Principal Business Telecommunications Interest Held: 100% Name: United States Cellular Corporation Address: 8410 West Bryn Mawr Avenue, Suite 700 Chicago, IL 60602 Citizenship Delaware corporation (U.S.) Principal Business: Telecommunications Interest Held: 100% Name: Telephone and Data Systems, Inc. Address: 30 N. LaSalle Street, Suite 4000 Chicago, IL 60602 Citizenship: Delaware Corporation (U.S.) Principal Business: Telecommunications Interest Held: 82.8% As noted above, USCC is a majority owned subsidiary of Telephone and Data Systems, Inc. ("TDS") TDS is controlled by a Voting Trust whose trustees are LeRoy T. Carlson, Jr, Walter C.D. Carlson, Prudence E. Carlson, and Dr. Letitia G.C. Carlson. They are brothers and sisters and U.S. citizens. The address of the trust is TDS's business address: 30 N. LaSalle Street, Suite 4000 Chicago, IL 60602 LeRoy T. Carlson, Jr. is the President of TDS and Walter C. D. Carlson is its Chairman. The Voting Trust controls 53.6% of the voting power of TDS's total shares that vote in matters other than the election of directors and 94.6% of the Series A Common Shares which elect eight of TDS's 12 directors. No other individual or entity controls 10 percent or greater voting interest in TDS. Further information regarding TDS can be found in its Form 602, "FCC Ownership Disclosure Information for the Wireless Telecommunications Services" on file with the Commission. 4

Attachment 1 FCC 214 South Canaan Cellular Communications Company, L.P. Conclusion For the foregoing reasons, the parties to this application respectfully submit that the present and future public convenience and necessity will be served by this pro forma transfer of control. #10362869_v1 5

FCC 602 Ownership Structure Prior to 5/9/2011 Attachment A Telephone and Data Systems, Inc. 82.8% United States Cellular Corporation 100% USCIC of Pennsylvania 5, Inc. 1% G.P. 99% L.P. South Canaan Cellular Communications Company, L.P. #10362642_v1

FCC 602 Ownership Structure Effective 5/9/11 Attachment B Telephone and Data Systems, Inc. 82.8% United States Cellular Corporation 100% 100% United States Cellular Investment Company, LLC 100% USCIC of Pennsylvania 5, Inc. United States Cellular Operating Company LLC 100% USCOC of Pennsylvania RSA No. 10-B2, Inc. 1% G.P. 50% L.P. 49% L.P. South Canaan Cellular Communications Company, L.P. #10359835_v1


Document Created: 2011-05-25 12:06:24
Document Modified: 2011-05-25 12:06:24
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