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ARRAY DIGITAL INFRASTRUCTURE, INC. Major Shareholding Notification 2010

Dec 29, 2010

31133_mrq_2010-12-29_99852562-5a1b-4816-a440-790837f21432.zip

Major Shareholding Notification

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SC 13D/A 1 usm_05.htm usm_05.htm Licensed to: mm8319 Document Created using EDGARizer 5.3.0.0 Copyright 1995 - 2009 Thomson Reuters. All rights reserved.

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934 (Amendment No. 5)

United States Cellular Corporation

(Name of Issuer)

Common Stock $1.00 Par Value Per Share

(Title of Class of Securities)

_ 911684108 _

(CUSIP Number)

Peter D. Goldstein

GAMCO Investors, Inc.

One Corporate Center

Rye, New York 10580-1435

(914) 921-7732

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

___ December 28, 2010 _

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box EFPlaceholder .

1

CUSIP No. 911684108

1 Names of reporting persons I.R.S. identification nos. of above persons (entities only) Gabelli Funds, LLC I.D. No . 13-4044523
2 Check the appropriate box if a member of a group (SEE INSTRUCTIONS) (a) (b)
3 Sec use only
4 Source of funds (SEE INSTRUCTIONS) 00-Funds of investment advisory clients
5 Check box if disclosure of legal proceedings is required pursuant to items 2 ( d ) or 2 ( e ) X
6 Citizenship or place of organization New York
Number Of Shares Beneficially Owned By Each Reporting Person With : 7 : : : Sole voting power 988,400 (Item 5)
: 8 : : : Shared voting power None
: 9 : : : Sole dispositive power 988,400 ( Item 5)
:10 : : : Shared dispositive power None
11 Aggregate amount beneficially owned by each reporting person 988,400 (Item 5)
12 Check box if the aggregate amount in row (11) excludes certain shares (SEE INSTRUCTIONS)
13 Percent of class represented by amount in row (11) 1.87%
14 Type of reporting person (SEE INSTRUCTIONS) IA, CO

2

CUSIP No. 911684108

1 Names of reporting persons I.R.S. identification nos. of above persons (entities only) GAMCO Asset Management Inc. I.D. No . 13-4044521
2 Check the appropriate box if a member of a group (SEE INSTRUCTIONS) (a) (b)
3 Sec use only
4 Source of funds (SEE INSTRUCTIONS) 00-Funds of investment advisory clients
5 Check box if disclosure of legal proceedings is required pursuant to items 2 ( d ) or 2 ( e )
6 Citizenship or place of organization New York
Number Of Shares Beneficially Owned By Each Reporting Person With : 7 : : : Sole voting power 2,884,828 (Item 5)
: 8 : : : Shared voting power None
: 9 : : : Sole dispositive power 3,090,928 (Item 5)
:10 : : : Shared dispositive power None
11 Aggregate amount beneficially owned by each reporting person 3,090,928 (Item 5)
12 Check box if the aggregate amount in row (11) excludes certain shares (SEE INSTRUCTIONS)
13 Percent of class represented by amount in row (11) 5.86%
14 Type of reporting person (SEE INSTRUCTIONS) IA, CO

3

CUSIP No. 911684108

1 Names of reporting persons I.R.S. identification nos. of above persons (entities only) MJG Associates, Inc. I.D. No . 06-1304269
2 Check the appropriate box if a member of a group (SEE INSTRUCTIONS) (a) (b)
3 Sec use only
4 Source of funds (SEE INSTRUCTIONS) 00-Client Funds
5 Check box if disclosure of legal proceedings is required pursuant to items 2 ( d ) or 2 ( e )
6 Citizenship or place of organization Connecticut
Number Of Shares Beneficially Owned By Each Reporting Person With : 7 : : : Sole voting power 3,700 (Item 5)
: 8 : : : Shared voting power None
: 9 : : : Sole dispositive power 3,700 ( Item 5)
:10 : : : Shared dispositive power None
11 Aggregate amount beneficially owned by each reporting person 3,700 (Item 5)
12 Check box if the aggregate amount in row (11) excludes certain shares (SEE INSTRUCTIONS)
13 Percent of class represented by amount in row (11) 0.01%
14 Type of reporting person (SEE INSTRUCTIONS) CO

4

CUSIP No. 911684108

1 Names of reporting persons I.R.S. identification nos. of above persons (entities only) Gabelli Foundation, Inc. I.D. No . 94-2975159
2 Check the appropriate box if a member of a group (SEE INSTRUCTIONS) (a) (b)
3 Sec use only
4 Source of funds (SEE INSTRUCTIONS) WC
5 Check box if disclosure of legal proceedings is required pursuant to items 2 ( d ) or 2 ( e )
6 Citizenship or place of organization NV
Number Of Shares Beneficially Owned By Each Reporting Person With : 7 : : : Sole voting power 8,000 (Item 5)
: 8 : : : Shared voting power None
: 9 : : : Sole dispositive power 8,000 ( Item 5)
:10 : : : Shared dispositive power None
11 Aggregate amount beneficially owned by each reporting person 8,000 (Item 5)
12 Check box if the aggregate amount in row (11) excludes certain shares (SEE INSTRUCTIONS)
13 Percent of class represented by amount in row (11) 0.02%
14 Type of reporting person (SEE INSTRUCTIONS) 00-Private Foundation

5

CUSIP No. 911684108

1 Names of reporting persons I.R.S. identification nos. of above persons (entities only) Gabelli Securities, Inc. I.D. No . 13-3379374
2 Check the appropriate box if a member of a group (SEE INSTRUCTIONS) (a) (b)
3 Sec use only
4 Source of funds (SEE INSTRUCTIONS) 00-Client Funds
5 Check box if disclosure of legal proceedings is required pursuant to items 2 ( d ) or 2 ( e )
6 Citizenship or place of organization Delaware
Number Of Shares Beneficially Owned By Each Reporting Person With : 7 : : : Sole voting power 6,200 (Item 5)
: 8 : : : Shared voting power None
: 9 : : : Sole dispositive power 6,200 ( Item 5)
:10 : : : Shared dispositive power None
11 Aggregate amount beneficially owned by each reporting person 6,200 (Item 5)
12 Check box if the aggregate amount in row (11) excludes certain shares (SEE INSTRUCTIONS)
13 Percent of class represented by amount in row (11) 0.01%
14 Type of reporting person (SEE INSTRUCTIONS) HC, CO

6

CUSIP No. 911684108

1 Names of reporting persons I.R.S. identification nos. of above persons (entities only) GGCP, Inc. I.D. No . 13-3056041
2 Check the appropriate box if a member of a group (SEE INSTRUCTIONS) (a) (b)
3 Sec use only
4 Source of funds (SEE INSTRUCTIONS) WC
5 Check box if disclosure of legal proceedings is required pursuant to items 2 ( d ) or 2 ( e )
6 Citizenship or place of organization Wyoming
Number Of Shares Beneficially Owned By Each Reporting Person With : 7 : : : Sole voting power 500 (Item 5)
: 8 : : : Shared voting power None
: 9 : : : Sole dispositive power 500 (Item 5)
:10 : : : Shared dispositive power None
11 Aggregate amount beneficially owned by each reporting person 500 (Item 5)
12 Check box if the aggregate amount in row (11) excludes certain shares (SEE INSTRUCTIONS) X
13 Percent of class represented by amount in row (11) 0.00%
14 Type of reporting person (SEE INSTRUCTIONS) HC, CO

7

CUSIP No. 911684108

1 Names of reporting persons I.R.S. identification nos. of above persons (entities only) GAMCO Investors, Inc. I.D. No . 13-4007862
2 Check the appropriate box if a member of a group (SEE INSTRUCTIONS) (a) (b)
3 Sec use only
4 Source of funds (SEE INSTRUCTIONS) None
5 Check box if disclosure of legal proceedings is required pursuant to items 2 ( d ) or 2 ( e )
6 Citizenship or place of organization New York
Number Of Shares Beneficially Owned By Each Reporting Person With : 7 : : : Sole voting power None
: 8 : : : Shared voting power None
: 9 : : : Sole dispositive power None
:10 : : : Shared dispositive power None
11 Aggregate amount beneficially owned by each reporting person None
12 Check box if the aggregate amount in row (11) excludes certain shares (SEE INSTRUCTIONS) X
13 Percent of class represented by amount in row (11) 0.00%
14 Type of reporting person (SEE INSTRUCTIONS) HC, CO

8

CUSIP No. 911684108

1 Names of reporting persons I.R.S. identification nos. of above persons (entities only) Mario J. Gabelli
2 Check the appropriate box if a member of a group (SEE INSTRUCTIONS) (a) (b)
3 Sec use only
4 Source of funds (SEE INSTRUCTIONS) 00 – Private Funds
5 Check box if disclosure of legal proceedings is required pursuant to items 2 ( d ) or 2 ( e )
6 Citizenship or place of organization USA
Number Of Shares Beneficially Owned By Each Reporting Person With : 7 : : : Sole voting power 16,000 (Item 5)
: 8 : : : Shared voting power None
: 9 : : : Sole dispositive power 16,000 (Item 5)
:10 : : : Shared dispositive power None
11 Aggregate amount beneficially owned by each reporting person 16,000 (Item 5)
12 Check box if the aggregate amount in row (11) excludes certain shares (SEE INSTRUCTIONS) X
13 Percent of class represented by amount in row (11) 0.03%
14 Type of reporting person (SEE INSTRUCTIONS) IN

9

Item 1. Security and Issuer

This Amendment No. 5 to Schedule 13D on the Common Stock of United States Cellular Corporation (the “Issuer”) is being filed on behalf of the undersigned to amend the Schedule 13D, as amended (the “Schedule 13D”) which was originally filed on October 13, 2003. Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the same meanings as set forth in the Schedule 13D.

Item 2. Identity and Background

Item 2 to Schedule 13D is amended, in pertinent part, as follows:

This statement is being filed by Mario J. Gabelli (“Mario Gabelli”) and various entities which he

directly or indirectly controls or for which he acts as chief investment officer. These entities engage in various aspects of the securities business, primarily as investment adviser to various institutional and individual clients, including registered investment companies and pension plans, and as general partner or the equivalent of various private investment partnerships or private funds. Certain of these entities may also make investments for their own accounts.

The foregoing persons in the aggregate often own beneficially more than 5% of a class of equity securities of a particular issuer. Although several of the foregoing persons are treated as institutional investors for purposes of reporting their beneficial ownership on the short-form Schedule 13G, the holdings of those who do not qualify as institutional investors may exceed the 1% threshold presented for filing on Schedule 13G or implementation of their investment philosophy may from time to time require action which could be viewed as not completely passive. In order to avoid any question as to whether their beneficial ownership is being reported on the proper form and in order to provide greater investment flexibility and administrative uniformity, these persons have decided to file their beneficial ownership reports on the more detailed Schedule 13D form rather than on the short-form Schedule 13G and thereby to provide more expansive disclosure than may be necessary.

(a), (b) and (c) - This statement is being filed by one or more of the following persons: GGCP, Inc. (“GGCP”), GGCP Holdings LLC (“GGCP Holdings”), GAMCO Investors, Inc. (“GBL”), Gabelli Funds, LLC (“Gabelli Funds”), GAMCO Asset Management Inc. (“GAMCO”), Teton Advisors, Inc. (“Teton Advisors”), Gabelli Securities, Inc. (“GSI”), Gabelli & Company, Inc. (“Gabelli & Company”), MJG Associates, Inc. (“MJG Associates”), Gabelli Foundation, Inc. (“Foundation”), MJG-IV Limited Partnership (“MJG-IV”), and Mario Gabelli. Those of the foregoing persons signing this Schedule 13D are hereinafter referred to as the “Reporting Persons”.

GGCP makes investments for its own account and is the manager and a member of GGCP Holdings which is the controlling shareholder of GBL. GBL, a public company listed on the New York Stock Exchange, is the parent company for a variety of companies engaged in the securities business, including those named below.

GAMCO, a wholly-owned subsidiary of GBL, is an investment adviser registered under the Investment Advisers Act of 1940, as amended (“Advisers Act”). GAMCO is an investment manager providing discretionary managed account services for employee benefit plans, private investors, endowments, foundations and others.

GSI, a majority-owned subsidiary of GBL, is an investment adviser registered under the Advisers Act and serves as a general partner or investment manager to limited partnerships and offshore investment companies and other accounts. As a part of its business, GSI may purchase or sell securities for its own account. GSI is a general partner or investment manager of a number of funds or partnerships, including Gabelli Associates Fund, L.P., Gabelli Associates Fund II, L.P., Gabelli Associates Limited, Gabelli Associates Limited II E, ALCE Partners, L.P., Gabelli Capital Structure Arbitrage Fund LP, Gabelli Capital Structure Arbitrage Fund Limited, Gabelli Intermediate Credit Fund L.P., Gabelli Japanese Value Partners L.P., GAMA Select Energy + L.P., GAMCO Medical Opportunities L.P., GAMCO Long/Short Equity Fund, L.P., Gabelli Multimedia Partners, L.P, Gabelli International Gold Fund Limited and Gabelli Green Long/Short Fund, L.P.

Gabelli & Company, a wholly-owned subsidiary of GSI, is a broker-dealer registered under the Securities Exchange Act of 1934, as amended (“1934 Act”), which as a part of its business regularly purchases and sells securities for its own account.

Gabelli Funds, a wholly owned subsidiary of GBL, is a limited liability company. Gabelli Funds is an investment adviser registered under the Advisers Act which provides advisory services for The Gabelli Equity Trust Inc., The Gabelli Asset Fund, The GAMCO Growth Fund, The Gabelli Convertible and Income Securities Fund Inc., The Gabelli Value Fund Inc., The Gabelli Small Cap Growth Fund, The Gabelli Equity Income Fund, The Gabelli ABC Fund, The GAMCO Global Telecommunications Fund, GAMCO Gold Fund, Inc., The Gabelli Global Multimedia Trust Inc., The GAMCO Global Convertible Securities Fund, Gabelli Capital Asset Fund, GAMCO International Growth Fund, Inc., The GAMCO Global Growth Fund, The Gabelli Utility Trust, The GAMCO Global Opportunity Fund, The Gabelli Utilities Fund, The Gabelli Blue Chip Value Fund, The GAMCO Mathers Fund, The Gabelli Woodland Small Cap Value Fund, The Comstock Capital Value Fund, The Gabelli Dividend and Income Trust, The Gabelli Global Utility & Income Trust, The Gabelli Global Gold, Natural Resources, & Income Trust, The Gabelli Global Deal Fund, Gabelli Enterprise Mergers & Acquisitions Fund, The Gabelli SRI Green Fund, Inc., The Gabelli Healthcare & Wellness Rx Trust and the GAMCO International SICAV (sub-fund GAMCO Stategic Value), (collectively, the “Funds”), which are registered investment companies.

Teton Advisors, an investment adviser registered under the Advisers Act, provides discretionary advisory services to The GAMCO Westwood Mighty Mites sm Fund, The GAMCO Westwood Income Fund and The GAMCO Westwood SmallCap Equity Fund.

MJG Associates provides advisory services to private investment partnerships and offshore funds. Mario Gabelli is the sole shareholder, director and employee of MJG Associates. MJG Associates is the Investment Manager of Gabelli International Limited and Gabelli Fund, LDC. Mario J. Gabelli is the general partner of Gabelli Performance Partnership, LP.

The Foundation is a private foundation. Mario Gabelli is the Chairman, a Trustee and the

Investment Manager of the Foundation. Elisa M. Wilson is the President of the Foundation.

Mario Gabelli is the controlling stockholder, Chief Executive Officer and a director of GGCP and Chairman and Chief Executive Officer of GBL. Mario Gabelli is also a member of GGCP Holdings. Mario Gabelli is the controlling shareholder of Teton.

MJG-IV is a family partnership in which Mario Gabelli is the general partner. Mario Gabelli has less than a 100% interest in MJG-IV. MJG-IV makes investments for its own account. Mario Gabelli disclaims ownership of the securities held by MJG-IV beyond his pecuniary interest.

The Reporting Persons do not admit that they constitute a group.

GBL, GAMCO, and Gabelli & Company are New York corporations and GSI and Teton Advisors are Delaware corporations, each having its principal business office at One Corporate Center, Rye, New York 10580. GGCP is a Wyoming corporation having its principal business office at 140 Greenwich Avenue, Greenwich, CT 06830. GGCP Holdings is a Delaware limited liability corporation having its principal business office at 140 Greenwich Avenue, Greenwich, CT 06830. Gabelli Funds is a New York limited liability company having its principal business office at One Corporate Center, Rye, New York 10580. MJG Associates is a Connecticut corporation having its principal business office at 140 Greenwich Avenue, Greenwich, CT 06830. The Foundation is a Nevada corporation having its principal offices at 165 West Liberty Street, Reno, Nevada 89501.

For information required by instruction C to Schedule 13D with respect to the executive officers and directors of the foregoing entities and other related persons (collectively, “Covered Persons”), reference is made to Schedule I annexed hereto and incorporated herein by reference.

(d) – Not applicable.

(e) – On April 24, 2008, Gabelli Funds settled an administrative proceeding with the Securities and Exchange Commission (“Commission”) regarding frequent trading in shares of a mutual fund it advises, without admitting or denying the findings or allegations of the Commission. The inquiry involved Gabelli Funds’ treatment of one investor who had engaged in frequent trading in one fund (the prospectus of which did not at that time impose limits on frequent trading), and who had subsequently made an investment in a hedge fund managed by an affiliate of Gabelli Funds. The investor was banned from the fund in August 2002, only after certain other investors were banned. The principal terms of the settlement include an administrative cease and desist order from violating Section 206(2) of the Investment Advisers Act of 1940, Section 17(d) of the Investment Company Act of 1940 (“Company Act”), and Rule 17d-1 thereunder, and Section 12(d)(1)(B)(1) of the Company Act, and the payment of $11 million in disgorgement and prejudgment interest and $5 million in a civil monetary penalty. Gabelli Funds was also required to retain an independent distribution consultant to develop a plan and oversee distribution to shareholders of the monies paid to the Commission, and to make certain other undertakings.

On January 12, 2009, Gabelli Funds settled an administrative proceeding with the Commission without admitting or denying the findings or allegations of the Commission, regarding Section 19(a) of the Company Act and Rule 19a-1 thereunder by two closed-end funds. Section 19(a) and Rule 19a-1 require registered investment companies, when making a distribution in the nature of a dividend from sources other than net investment income, to contemporaneously provide written statements to shareholders that adequately disclose the source or sources of such distribution. While the two funds sent annual statements and provided other materials containing this information, the shareholders did not receive the notices required by Rule 19a-1 with any of the distributions that were made for 2002 and 2003. As part of the settlement Gabelli Funds agreed to pay a civil monetary penalty of $450,000 and to cease and desist from causing violations of Section 19(a) and Rule 19a-1. In connection with the settlement, the Commission noted the remedial actions previously undertaken by Gabelli Funds.

(f) – Reference is made to Schedule I hereto.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 to Schedule 13D is amended, in pertinent part, as follows:

The Reporting Persons used an aggregate of approximately $23,352,347 to purchase the additional Securities reported as beneficially owned in Item 5 since the most recent filing on Schedule 13D. GAMCO and Gabelli Funds used approximately $16,763,567 and $5,669,607, respectively, of funds that were provided through the accounts of certain of their investment advisory clients (and, in the case of some of such accounts at GAMCO, may be through borrowings from client margin accounts) in order to purchase the additional Securities for such clients. Foundation used approximately $265,491 of working capital to purchase the additional Securities reported by it. Mario Gabelli used approximately $456,828 of funds of a private entity to purchase the additional Securities reported by him. MJG Associates used approximately $172,897 of client funds to purchase the additional Securities reported by it. GGCP used approximately $23,957 of working capital to purchase the additional Securities reported by it.

Item 5. Interest In Securities Of The Issuer

Item 5 to Schedule 13D is amended, in pertinent part, as follows:

(a) The aggregate number of Securities to which this Schedule 13D relates is 4,113,728 shares, representing 7.80% of the 52,737,943 shares outstanding as reported in the Issuer’s most recent Form 10-Q for the quarterly period ended September 30, 2010. The Reporting Persons beneficially own those Securities as follows:

Name Shares of Common Stock % of Class of Common
Gabelli Funds 988,400 1.87%
GAMCO 3,090,928 5.86%
Mario Gabelli 16,000 0.03%
Gabelli Foundation 8,000 0.02%
GSI 6,200 0.01%
MJG Associates 3,700 0.01%
GGCP 500 0.00%

Mario Gabelli is deemed to have beneficial ownership of the Securities owned beneficially by each of the foregoing persons. GSI is deemed to have beneficial ownership of the Securities owned beneficially by Gabelli & Company. GBL and Gabelli Partners are deemed to have beneficial ownership of the Securities owned beneficially by each of the foregoing persons other than Mario Gabelli and the Foundation.

(b) Each of the Reporting Persons and Covered Persons has the sole power to vote or direct the vote and sole power to dispose or to direct the disposition of the Securities reported for it, either for its own benefit or for the benefit of its investment clients or its partners, as the case may be, except that (i) GAMCO does not have the authority to vote 206,100 of the reported shares, (ii) Gabelli Funds has sole dispositive and voting power with respect to the shares of the Issuer held by the Funds so long as the aggregate voting interest of all joint filers does not exceed 25% of their total voting interest in the Issuer and, in that event, the Proxy Voting Committee of each Fund shall respectively vote that Fund’s shares, (iii) at any time, the Proxy Voting Committee of each such Fund may take and exercise in its sole discretion the entire voting power with respect to the shares held by such fund under special circumstances such as regulatory considerations, and (iv) the power of Mario Gabelli, GBL, and Gabelli Partners is indirect with respect to Securities beneficially owned directly by other Reporting Persons.

(c) Information with respect to all transactions in the Securities which were effected during the past sixty days or since the most recent filing on Schedule 13D, whichever is less, by each of the Reporting Persons and Covered Persons is set forth on Schedule II annexed hereto and incorporated herein by reference.

(e) Not applicable.

10

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: December 29, 2010

GGCP, INC.

MARIO J. GABELLI

GABELLI FOUNDATION, INC.

MJG ASSOCIATES, INC.

By: /s/ Douglas R. Jamieson

Douglas R. Jamieson

Attorney-in-Fact

GABELLI FUNDS, LLC

By: /s/ Bruce N. Alpert

Bruce N. Alpert

Chief Operating Officer – Gabelli Funds, LLC

GAMCO ASSET MANAGEMENT INC.

GAMCO INVESTORS, INC.

GABELLI SECURITIES, INC.

By: /s/ Douglas R. Jamieson

Douglas R. Jamieson

President & Chief Operating Officer – GAMCO Investors, Inc.

President – GAMCO Asset Management Inc.

President – Gabelli Securities, Inc.

11

Schedule I

Information with Respect to Executive

Officers and Directors of the Undersigned

Schedule I to Schedule 13D is amended, in pertinent part, as follows:

The following sets forth as to each of the executive officers and directors of the undersigned: his name; his business address; his present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted. Unless otherwise specified, the principal employer of each such individual is GAMCO Asset Management Inc., Gabelli Funds, LLC, Gabelli Securities, Inc., Gabelli & Company, Inc., Teton Advisors, Inc., or GAMCO Investors, Inc., the business address of each of which is One Corporate Center, Rye, New York 10580, and each such individual identified below is a citizen of the United States. To the knowledge of the undersigned, during the last five years, no such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), and no such person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities law or finding any violation with respect to such laws except as reported in Item 2(d) and (e) of this Schedule 13D.

12

GGCP, Inc. Directors:
Mario J. Gabelli Chief Executive Officer of GGCP, Inc., and Chairman & Chief Executive Officer of GAMCO Investors, Inc.; Director/Trustee of all registered investment companies advised by Gabelli Funds, LLC.
Marc J. Gabelli Chairman of The LGL Group, Inc. 2525 Shader Road Orlando, FL 32804
Matthew R. Gabelli Vice President – Trading Gabelli & Company, Inc. One Corporate Center Rye, NY 10580
Charles C. Baum Secretary & Treasurer United Holdings Co., Inc. 2545 Wilkens Avenue Baltimore, MD 21223
Fredric V. Salerno Chairman; Former Vice Chairman and Chief Financial Officer Verizon Communications
Officers:
Mario J. Gabelli Chief Executive Officer and Chief Investment Officer
Marc J. Gabelli President
Michael G. Chieco Vice President, Chief Financial Officer, Secretary
Silvio A. Berni Vice President, Assistant Secretary and Controller
GGCP Holdings LLC Members: GGCP, Inc. Mario J. Gabelli Manager and Member Member
GAMCO Investors, Inc. Directors:
Edwin L. Artzt Raymond C. Avansino Richard L. Bready Former Chairman and Chief Executive Officer Procter & Gamble Company 900 Adams Crossing Cincinnati, OH 45202 Chairman & Chief Executive Officer E.L. Wiegand Foundation 165 West Liberty Street Reno, NV 89501 Chairman and Chief Executive Officer Nortek, Inc. 50 Kennedy Plaza Providence, RI 02903
Mario J. Gabelli Elisa M. Wilson See above Director c/o GAMCO Investors, Inc. One Corporate Center Rye, NY 10580
Eugene R. McGrath Former Chairman and Chief Executive Officer Consolidated Edison, Inc. 4 Irving Place New York, NY 10003
Robert S. Prather President & Chief Operating Officer Gray Television, Inc. 4370 Peachtree Road, NE Atlanta, GA 30319
Officers:
Mario J. Gabelli Chairman and Chief Executive Officer
Douglas R. Jamieson Henry G. Van der Eb Bruce N. Alpert Jeffrey M. Farber Christopher Michailoff President and Chief Operating Officer Senior Vice President Senior Vice President Executive Vice President and Chief Financial Officer Acting Secretary
GAMCO Asset Management Inc. Directors:
Douglas R. Jamieson Regina M. Pitaro William S. Selby
Officers:
Mario J. Gabelli Chief Investment Officer – Value Portfolios
Douglas R. Jamieson Jeffrey M. Farber Chistopher J. Michailoff President Chief Financial Officer General Counsel and Secretary
Gabelli Funds, LLC Officers:
Mario J. Gabelli Chief Investment Officer – Value Portfolios
Bruce N. Alpert Executive Vice President and Chief Operating Officer
Agnes Mullady President and Chief Operating Officer – Open End Fund Division
Teton Advisors, Inc. Directors:
Howard F. Ward Bruce N. Alpert Nicholas F. Galluccio Robert S. Zuccaro Chairman See above Chief Executive Officer and President Commonwealth Management Partners, LLLP 140 Greenwich Avenue Greenwich, CT 06430
Officers:
Howard F. Ward Nicholas F. Galluccio Jeffrey M. Farber Christopher J. Michailoff See above See above Chief Financial Officer Acting Secretary
Gabelli Securities, Inc.
Directors:
Robert W. Blake President of W. R. Blake & Sons, Inc. 196-20 Northern Boulevard Flushing, NY 11358
Douglas G. DeVivo General Partner of ALCE Partners, L.P. One First Street, Suite 16 Los Altos, CA 94022
Douglas R. Jamieson President
Officers:
Douglas R. Jamieson Christopher J. Michailoff Jeffrey M. Farber See above Secretary Chief Financial Officer
Gabelli & Company, Inc. Directors:
James G. Webster, III Chairman & Interim President
Irene Smolicz Senior Trader Gabelli & Company, Inc.
Officers:
James G. Webster, III See Above
Bruce N. Alpert Diane M. LaPointe Douglas R. Jamieson Vice President - Mutual Funds Treasurer Secretary
Gabelli Foundation, Inc. Officers:
Mario J. Gabelli Chairman, Trustee & Chief Investment Officer
Elisa M. Wilson President
MJG-IV Limited Partnership Officers:
Mario J. Gabelli General Partner

13

SCHEDULE II
INFORMATION WITH RESPECT TO
TRANSACTIONS EFFECTED DURING THE PAST SIXTY DAYS OR
SINCE THE MOST RECENT FILING ON SCHEDULE 13D (1)
SHARES PURCHASED AVERAGE
DATE SOLD(-) PRICE(2)
COMMON STOCK-UNITED STATES CELLULAR CORPORATION
GABELLI FOUNDATION, INC.
12/20/10 3,000 48.2974
12/13/10 2,500 48.2392
MARIO J. GABELLI
12/20/10 893 48.3343
12/08/10 1,000 47.6870
12/01/10 1,000 46.9583
12/01/10 1,107 46.9583
11/22/10 1,000 46.3000
11/05/10 1,000 47.6500
GABELLI SECURITIES, INC.
12/01/10 300 47.0500
MJG ASSOCIATES, INC.
GABELLI INTERNATIONAL LIMITED
12/27/10 1,100 49.3373
GABELLI FUND, LDC
12/17/10 700 47.7600
GAMCO ASSET MANAGEMENT INC.
12/28/10 400 49.5800
12/28/10 300 49.6030
12/28/10 400 49.4400
12/28/10 600 49.6640
12/28/10 200- 49.9200
12/28/10 500 49.7270
12/28/10 400 49.5350
12/28/10 300 49.4285
12/28/10 1,000 49.4299
12/28/10 16,400 49.7428
12/28/10 400 49.7799
12/28/10 100 49.7800
12/27/10 500- 49.3420
12/27/10 300- 49.0300
12/27/10 300 49.0300
12/27/10 8,000 49.1091
12/27/10 7,900 49.3518
12/27/10 300 49.0300
12/23/10 6,000 48.9416
12/23/10 300- 49.0000
12/23/10 600 48.8611
12/23/10 300 48.9416
12/22/10 1,000 48.8054
12/22/10 500- 48.9660
12/22/10 1,000 48.8053
12/22/10 1,000- 48.8053
12/22/10 400 48.9375
12/22/10 2,500 49.0420
12/22/10 300 48.9481
12/21/10 6,000 48.6192
12/21/10 200- 48.4800
12/21/10 500- 48.5800
12/21/10 10,400 48.6514
12/21/10 5,200- 48.6514
12/21/10 3,000- 48.6192
12/21/10 1,000 48.6499
12/20/10 1,000- *DO
12/20/10 11,200 48.3238
12/20/10 500 48.2800
12/17/10 3,700 48.0076
12/17/10 500 48.0000
12/16/10 1,500- 48.0000
12/16/10 570- 47.9977
12/16/10 4,500 48.1170
12/15/10 200 48.1800
12/15/10 200- 48.1904
12/15/10 500- 48.1380
12/14/10 2,000 48.2428
12/14/10 700 48.3600
12/14/10 2,000- 48.2428
12/14/10 2,500- 48.1440
12/14/10 2,000 48.2128
12/13/10 1,100 48.2827
12/13/10 300 48.3900
12/10/10 1,500 48.0617
12/10/10 17,500 47.8758
12/10/10 500 47.7000
12/10/10 225- 48.0364
12/09/10 1,000 47.9164
12/09/10 500- 47.5500
12/08/10 3,000 48.0005
12/08/10 400 *DI
12/08/10 200- 47.6350
12/08/10 300- 48.0000
12/08/10 400 48.2432
12/07/10 5,200 47.9636
12/07/10 400 47.8998
12/07/10 100- 47.9200
12/06/10 100 47.8200
12/06/10 100- *DO
12/06/10 400 47.6150
12/06/10 3,000 47.8949
12/03/10 4,500 47.7483
12/03/10 200 47.6000
12/03/10 800- 47.6075
12/03/10 600 47.8762
12/03/10 3,000 47.8344
12/03/10 5,500 47.8276
12/02/10 8,000 47.6217
12/01/10 500- 46.6920
12/01/10 16,000 46.9686
12/01/10 200 47.0100
12/01/10 3,000 47.1145
11/30/10 10,000 45.9226
11/30/10 1,000- 45.9530
11/30/10 200 46.0500
11/29/10 200 46.6600
11/29/10 400 45.7199
11/29/10 500 46.6639
11/29/10 1,000 46.2380
11/26/10 100- 46.4400
11/26/10 1,900 46.9763
11/26/10 300 46.6351
11/24/10 400 46.6486
11/24/10 1,500 46.8160
11/24/10 200- 46.5800
11/23/10 1,500 45.6415
11/23/10 85,000- 45.6200
11/22/10 700 46.3000
11/22/10 800 46.4575
11/19/10 400 46.8781
11/18/10 1,000 46.8544
11/18/10 600 46.8594
11/18/10 400 46.7795
11/17/10 300- 45.2467
11/16/10 200 45.6200
11/16/10 300- 45.1000
11/16/10 500 45.5700
11/09/10 500 47.5500
11/08/10 2,500 47.5499
11/08/10 100- 47.3500
11/08/10 29,400 CXLDI
11/08/10 *DI
11/05/10 19,412 *DI
11/05/10 300 47.4400
11/05/10 1,000 47.5410
11/05/10 2,400 47.7743
11/05/10 3,300- *DO
11/05/10 19,412- CXLDI
11/04/10 500- 47.6180
11/04/10 500- 47.6180
11/04/10 2,000 47.5780
11/04/10 500 47.6180
11/04/10 500 47.6180
11/03/10 300 47.3135
11/03/10 300 47.3488
11/01/10 1,000- 46.7650
10/29/10 1,000 46.7707
GGCP, INC.
12/07/10 500 47.9140
GABELLI FUNDS, LLC.
GABELLI VALUE FUND
12/10/10 8,000 48.0344
GABELLI UTILITY FUND
12/28/10 15,000 49.7461
12/17/10 5,000 48.0059
12/15/10 5,000 48.2961
12/10/10 5,000 48.1876
12/08/10 15,000 47.6431
12/03/10 5,800 47.7524
11/29/10 1,200 46.2203
GAMCO STRATEGIC VALUE
12/27/10 1,000 49.1590
12/20/10 1,000 48.1290
GABELLI GLOBAL OPPORTUNITY FUND
12/20/10 500- 48.1960
GABELLI DIVIDEND & INCOME TRUST
12/15/10 15,000 48.2961
12/07/10 6,000 47.9208
GABELLI CAPITAL ASSET FUND
12/17/10 419 47.7700
12/16/10 3,581 47.7700
(1) UNLESS OTHERWISE INDICATED, ALL TRANSACTIONS WERE EFFECTED
ON THE NYSE.
(2) PRICE EXCLUDES COMMISSION.
(*) RESULTS IN CHANGE OF DISPOSITIVE POWER AND BENEFICIAL OWNERSHIP.

14