29 slides from Telephone And Data Systems's proxy contest presentation, Sep 14, 2022
Slide 1: Shareholder Engagement 2022 Update
Shareholder Engagement 2022 Update TDS’ mission is to provide outstanding communications services to our customers and meet the needs of our shareholders, our people, and our communities September 2022
Slide 2: Shareholder Engagement Outreach
Shareholder Engagement Outreach Goal: Create a cycle of dialogue and feedback with our shareholders, management and the Board
Slide 3: Well positioned for long-term sustainable growth
Well positioned for long-term sustainable growth liz Demand for broadband continues to grow: bridging the digital divide to connect the underserved has always been the fe mission of TDS fxan) Connectivity, whether fixed or mobile, is a necessity to remote education, health care and work. The pandemi
Slide 4: 2022 Update
2022 Update aa TDS Hired our first Vice President of Enterprise Diversity, Equity and Inclusion - John N. Greene, Jr. + Fullresponsibility for TDS and OneNeck IT Solutions diversity, equity and inclusion (DE&1) program + Working collaboratively with the TDS business units, coordinating and communica
Slide 5: 2022 ESG Program Update
2022 ESG Program Update TDS Continuing to develop our Environment, Social and Governance ("ESG”) Program Established Guiding Principles to focus on ESG areas aligned with TDS strategy Publishing SASB, GRI and ESG Report annually — EEO-1 report will be disclosed for 2021 Ongoing assessments of ESG ov
Slide 6: Multi-Stakeholder Strategic Priorities
aa TDS Multi-Stakeholder Strategic Priorities + Manage portfolio of businesses to ensure long-term growth and sustainability for the benefit of our customers, associates, communities, shareholders and debt holders * Create long-term shareholder value - Invest in our business to improve competitive p
Slide 7: 2022 Characteristics of the Board
AS 2022 Characteristics of the Board TDS Ongoing Refreshment of TDS Board : le / * 2022 - Dirk S. Woessner elected to Board \ * 2020 - Laurent C. Therivel (President and CEO of UScellular) appointed to Board, Age replacing Kenneth R. Meyers (retired President and CEO of UScellular) € * 2019 - Wade O
Slide 8: An Engaged Board
An Engaged Board Average Tenure of Overall Attendance at 2021 Independent Directors Board and Committee Meetings 10 = 97. Number of Board Committee Meetings in 2021 Audit 8 CHRC 7 CGNC 5 TAG 3 Number of Board Meetings Number of New Independent | in 2021 Directors added in the last 5 years 9 3 rr
Slide 9: Ongoing Board Refreshment Process
Ongoing Board Refreshment Process * 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 * Corporate Governance and
Slide 10: Well-Functioning Board of Directors
Well-Functioning Board of Directors + Engaged Board, taking decisive action as needed + Board discussions are open, frank and substantive + Independent directors work collaboratively and constructively with controlling shareholder * Controlling shareholder values industry expertise and institutional
Slide 11: Corporate Governance Practice Highlights
Corporate Governance Practice Highlights * 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 esta
Slide 12: Ongoing Culture Surveys to measure Associate perceptions
Ongoing Culture Surveys to measure Associate perceptions + We strive to create a workplace where associates feel engaged and included + The organization believes that administering ongoing Culture Surveys can measure associate engagement and help identify areas of cultural strengths and weaknesses *
Slide 13: Associate Resource Groups foster a more inclusive workforce
LN Associate Resource Groups (“ARGs”) foster TDS a more inclusive workforce ARGs — 18 across the organization — are made up of associates who share similar backgrounds, ideals, gender, ethnicity, cultures or common interests. ARGs are all about building small, connected communities within the workfo
Slide 14: Business Update
Business Update
Slide 15: Our Company
a Our Company TDS * 6 million connections * 8,900 * Controlled company with * Strong balance rural and suburban) associates focus on long-term value sheet with ample P creation liquidity #¢uscellul ie 3€ uscellular. ©) OneNec UScellular (NYSE: USM) irsoyyrons (83% owned) (wholly owned) Wireless (who
Slide 16: UScellular: Executing on Strategic Priorities
UScellular 3 uscellular Executing on Strategic Priorities @ Advance Our Mission @ Continued Focus on Growth @ Expand Return on Capital @ Leverage Infrastructure Programs @ Advance the Network @ Invest in our Team
Slide 17: UScellular operating results
Ws UScellular operating results ¥€ uscellular. ($ in millions) 1H'22 1H'21 % Change Service revenues $1,570 $1,545 2% Equipmentsales 467 492 (5)% Total operating revenues $2,037 $2,037 a Total cash expenses (1) 1,573 1,561 1% Adjusted OIBDA) $464 $476 (2)% Equity in earnings of unconsolidated entiti
Slide 18: TDS Telecom: Executing on Strategic Priorities
TDS Telecom Executing on Strategic Priorities Expand footprint through fiber Increase top line through average deployments in new markets com) revenue per connection growth, and consider acquisitions y edSoe broadband penetration growth, and continued fiber expansion Reduce legacy costs and Optimize
Slide 19: TDS Telecom operating results
Ose TDS Telecom operating results (S in millions) 1H'22 1H'21 % Change Total operating revenues $507 $501 1% Cash expenses (1) 349 342 2% Adjusted EBITDA ) $159 $158 1% Capital expenditures $225 $169 33% (2), 2)~ Seeside 27 and 28 for reconciliation and explanation
Slide 20: Biographical Information on TDS Independent Directors
Biographical Information on TDS Independent Directors
Slide 21: Clarence A. Davis
Clarence A. Davis Management Experience ay TDS Board Experience Significant leadership and operational experience in Inc.), accounting (CFO, COO—American Institute of Certified Public Accountants), manufacturing, media/broadcasting, agriculture multiple industries, including technology (CEO—Nestor,
Slide 22: Kimberly D. Dixon
ay TDS Kimberly D. Dixon Management Experience Board Experience Significant leadership and operating and financial + Current Board member of a privately-held company management experience as Executive Vice President and + Former Board member of several non-profits Chief Operating Officer of FedEx Of
Slide 23: Christopher D. O'Leary
Christopher D. O’Leary Management Experience ay TDS Board 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 package
Slide 24: George W. Off
George W. Off Management Experience ay TDS Board Experience Substantial leadership and operational management experience for marketing services firm (Co-founder and CEO, Catalina Marketing Corporation) and multinational manufacturer (CEO, Checkpoint Systems) Former Board member of multiple boards, i
Slide 25: Wade Oosterman
Wade Oosterman Management Experience ay TDS Board Experience Substantial executive leadership and marketing experience in the telecommunications industry (President Bell Media and Vice Chair, Bell and BCE) Current Board member of Stagwell Inc. and Enstream, a joint venture of Canada’s largest wirele
Slide 26: Dirk S. Woessner
ay TDS Dirk S. Woessner Management Experience Board Experience Extensive experience in the telecommunications industry + Former Board member of CompuGroup Medical SE having served in numerous executive leadership roles at + Former Board member of Deutsche Telekom AG Deutsche Telekom AG and Rogers Co
Slide 27: Adjusted OIBDA and Adjusted EBITDA Reconciliation
Adjusted OIBDA and Adjusted EBITDA Reconciliation Six Months Ended June 30, 2022 Six Months Ended June 30, 2021 UScellular TDS Telecom TDS UScellular TDS Telecom ‘TDS (Sin mitions) Net income (GAAP) $74 $41 $111 $97 $46 $105 ‘Add back: Income tax expense 50 14 65 7 15 20 Income before income taxes (
Slide 28: Footnote Explanations
28 Footnote Explanations: 1 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 gain/losses. EBITDA, Adjusted EBITDA and Adjusted OIBDA are de
Slide 29: Slide 29