30 slides from Telephone And Data Systems's proxy contest presentation, Nov 7, 2023
Slide 1: Shareholder Engagement 2023 Update
a TDS Shareholder Engagement 2023 Update TDS’ mission is to provide outstanding communications services to our customers and meet the needs of our stakeholders, our people, and our communities. November 2023
Slide 2: The goal of TDS' Shareholder Engagement Outreach Program
The goal of TDS’ Shareholder Engagement Outreach Program, now in its 10" year, is to create a cycle of dialogue and feedback with our shareholders, management and the Board.
Slide 3: 2023 Highlights
2023 Highlights tps + Furthering commitment to creating long-term shareholder value + Launched a strategic review of UScellular, TDS’ largest subsidiary, in August 2023 * TDS and UScellular leadership teams and Boards are seeking to pursue the pathway that is in the best interest of shareholders * C
Slide 4: Attractive industries with potential for growth
Attractive industries with potential for growth TDS Demand for broadband continues to grow: bridging the digital divide to connect the underserved has always been the mission of TDS. » °@ Connectivity, whether fixed or mobile, is a necessity, especially in rural or underserved areas. Our business a)
Slide 5: Returning value to shareholders
Returning value to shareholders tps * Primarily through dividends Annual Dividends Per TDS Common Share 8 5 Sohet fe pester” TEELEEREOOSOOSOOLCE - Dividend increases for the past 49 consecutive years aoe * Paid $82 million in Common/Series A share dividends in 2022 * Paid $62 million in Common/Serie
Slide 6: Corporate Governance Practice Highlights
Corporate Governance Practice Highlights TDS « Annual election of all directors + Annual "Say on Pay" vote * Policy prohibiting pledging and hedging of company shares * Charter and bylaws can be amended by a simple majority vote + Authority of each committee to retain independent advisors + TDS has
Slide 7: Board Characteristics
Board Characteristics TDs Independent Director Extensive Expertise Senior Sales and | Industry | Risk/ Public Global Leadership | Marketing | Experience | Financial | Company | Perspective Boards v Clarence A. Davis Kimberly D. Dixon = Ee = fe = Christopher D. O’Leary Vv Vv Vv George W. Off Vv Vv Wa
Slide 8: An Engaged Board
An Engaged Board TDs Average Tenure of Independent Directors | Overall Attendance at 2022 Board and Committee Meetings i 98 % Number of Board Committee Meetings in 2022 Audit 9 CHRC 7 cGNc 7 TAG 4 Number of Board Meetings in 2022 Number of New Independent Directors added in the last five years i 2
Slide 9: Ongoing Board Refreshment Process
Ongoing Board Refreshment Process TDS * Developed process in 2013 + Annual Board of Directors self-assessment + Evaluates performance and effectiveness of the Board * Discusses matters related to board meetings, board composition, committees, board oversight and other matters * CGNC assesses skills,
Slide 10: Well-Functioning Board of Directors
Well-Functioning Board of Directors TDS * Engaged Board, taking decisive action, including the initiation of a review of strategic alternatives for UScellular * Board discussions are open, frank and substantive + Independent directors work collaboratively and constructively with controlling sharehol
Slide 11: 2023 ESG Update - Commitment to Transparency
2023 ESG Update - Commitment to Transparency tps Highlights from this year’s reporting cycle: * Disclosed Scope 1 and Scope 2 Greenhouse Gas emissions for the first time, adhering to the Greenhouse Gas Protocol guide on emission scopes * Enhanced workforce profile disclosures and expanded DE&I repor
Slide 12: Diversity, Equity, & Inclusion
Diversity, Equity, & Inclusion In the last year... * Hired third-party consultancy for benchmarking, resource, and programming support * Established Enterprise Diversity Council to identify key priorities * Strengthened Associate Resource Groups (ARGs), now 20 across the Enterprise ‘TDS Workforce Pr
Slide 13: Environmental Sustainability
Environmental Sustainability tps Energy Efficiency Projects / y | fae + TDS Enterprise business units have implemented Az : awn energy savings projects involving EV charging = : peeled stations, lighting upgrades, solar panels, data Switching Office centers, and cell sites Se ey © Wireline/cable net
Slide 14: Business Update
ay TDS Business Update
Slide 15: Our Company
Our Company 6 million connections (rural and suburban) 9,100 associates Controlled company with focus on long- term value creation a. TDS 3X uscellular. UScellular (NYSE: USM) (83% owned) Wireless Ms (oneNeck (wholly owned) (wholly owned) Hosted & managed services Broadband, video, and voice
Slide 16: UScellular Multi-pronged growth strategies
UScellular Multi-pronged growth strategies 2023 Strategic Priorities Advance Our Mission Continued Focus on Growth Expand Return on Capital Leverage Infrastructure Programs Advance the Network Invest in our Team Focus on Growth © Subscriber stabilization @ Tower revenue growth @ Fixed wireless expan
Slide 17: UScellular operating results
UScellular operating results 3 uscellular 9 mos. 9 mos. Ended Ended ($M) 9/30/2023 9/30/2022 % Change Service revenues $2,289 $2,351 (3%) Equipment sales 617 769 (20%) Total operating revenues 2,906 3,120 (7%) System operations expense 557 574 (3%) Cost of equipment sold 708 887 (20%) SG&A expenses
Slide 18: TDS Telecom Strategic Priorities
TDS Telecom Strategic Priorities ® Grow Scale @ Grow Revenue ® Optimize Platform Cost Structure ® Improve Customer Experience ® Invest in our Team TDS Telecom is acting on its strategic priorities to further the business's transformation by deploying fiber technology in incumbent and expansion marke
Slide 19: TDS Telecom operating results
TDS Telecom operating results 9 mos. 9 mos. Ended Ended ($M) 9/30/23 9/30/2022 _% Change Total operating revenues $767 $763 --- Cash expenses (!) 563 539 4% Adjusted EBITDA ©) 207 226 (8%) Capital expenditures 434 391 11%
Slide 20: Adjusted OIBDA and Adjusted EBITDA Reconciliation
Adjusted OIBDA and Adjusted EBITDA Reconciliation > e Nine Months Ended Sept 30, 2023 _ Nine Months Ended Sept 30, 2022 I DS ($M) UScellular TDS Telecom UScellular TDS Telecom Net income (GAAP) $43 $19 $62 $51 Add back: Income tax expense 56 6 46 18 Income before income taxes (GAAP) $99 $25 $108 $68
Slide 21: Cash Expenses; EBITDA, Adjusted EBITDA and Adjusted OIBDA
aS TDS Cash Expenses Total cash expenses represent total operating expenses as shown in the Consolidated Statement of Operations Highlights in the TDS and UScellular SEC Forms 8-K, less depreciation, amortization and accretion and gair/losses. EBITDA, Adjusted EBITDA and Adjusted OIBDA EBITDA, Adjus
Slide 22: Biographical Information on TDS Independent Directors
ay TDS Biographical Information on TDS Independent Directors
Slide 23: Clarence A. Davis
Clarence A. Davis aN. TDS Management Experience Significant leadership and operational experience in multiple industries, including technology (CEO—Nestor, Inc.), accounting (CFO, COO—American Institute of Certified Public Accountants), manufacturing, media/broadcasting, Board Experience + Current B
Slide 24: Kimberly D. Dixon
Kimberly D. Dixon a™~. Management Experience Significant leadership and operating and financial management experience as Executive Vice President and Chief Operating Officer of FedEx Office and Senior Vice President, Consumer Sales and Distribution of Sprint, including experience in consumer and bus
Slide 25: Christopher D. O'Leary
Christopher D. O’Leary tps Management Experience Extensive leadership experience as Interim Chief Executive Office of Tupperware Brands (Nov. 2019 — April 2020) and Chief Operating Officer International of General Mills (2006-2016); significant roles with leading consumer packaged goods providers, i
Slide 26: George W. Off
George W. Off Management Experience Substantial leadership and operational management experience for marketing services firm (Co- founder and CEO, Catalina Marketing Corporation) and multinational manufacturer (CEO, Checkpoint Systems) Business Expertise marketing technology Significant business exp
Slide 27: Wade Oosterman
Wade Oosterman aN TDS Management Experience + Substantial executive leadership and marketing experience in the telecommunications industry (President Bell Media and Vice Chair, Bell and BCE) + Prior President, Bell Mobility and President, Bell Residential Services; Chief Marketing and Brand Officer
Slide 28: Dirk S. Woessner
Dirk S. Woessner Management Experience Extensive experience in the telecommunications industry having served in numerous executive leadership roles at Deutsche Telekom AG and Rogers Communications. Significant leadership and operating and financial management experience as CEO of CompuGroup Medical
Slide 29: A note on UScellular Board Refreshment
A note on UScellular Board Refreshment TDS UScellular has also prioritized incorporating new and diverse perspectives to their Board. Since 2020, 8 New directors appointed to the UScellular Board 2 of these new Directors are independent Ongoing Refreshment of UScellular Board 50's * 2023 — James W.
Slide 30: Thank You
ay TDS Thank You