TELEPHONE AND DATA SYSTEMS, INC. (TDS)

            2016 OFFICER BONUS PROGRAM

             

             

            This bonus program covers all TDS officers other than the President and CEO of TDS and the Chairman Emeritus of TDS.  Payments under this program to the TDS Telecom President and CEO and the below listed executive officers require specific approval of the TDS Compensation Committee.  Bonuses for other officers covered by this program require the approval of the President and CEO of TDS.  This program does not apply to any officer of a TDS subsidiary other than the President and CEO of TDS Telecom.  

            	TDS EXECUTIVE OFFICER PARTICIPANTS:


            	SVP Technology, Services and Strategy
	SVP Finance and Treasurer
	SVP Finance and Chief Accounting Officer
	SVP and CIO 
	SVP, Acquisitions and Corporate Development
	SVP, Corporate Relations and Corporate Secretary
	VP Human Resources 


             

            The TDS Telecom President and CEO (Dave Wittwer) will have the same company and individual performance weightings as the TDS executive officers.  However, this officer’s company performance bonus opportunity will be based on TDS Telecom’s approved 2016 Bonus Plan, which will be aligned with the metrics in this program, but may contain additional performance measures.

             

            	COMPANY PERFORMANCE COMPONENT:


             

            	Weighting:  70%


             

            	Performance Measures:  The following performance measures are primary indicators of progress against the TDS Portfolio goal to create increasing results to shareholders and other stakeholders.


             

            	Consolidated Operating Revenue:  Revenue generation is the primary driver to long-term growth in profitability and returns.  It is also an indicator of the success of past investments.  


             

            	Consolidated Operating Revenue will align with the externally reported metric.


             

            	Consolidated Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA):  Adjusted EBITDA is a direct measure of the cash generated from the operations of the TDS businesses in a given year and the overall profitability of the company.  


             

            	The calculation of Adjusted EBITDA will align with the methodology used for external reporting purposes, which is currently defined as income before income taxes, depreciation, amortization and accretion, loss on impairment of assets, gain or loss on sale of business and other exit costs, gain or loss on sale of licenses and exchanges, gain or loss on investment, gain or loss on asset disposals and interest expense.  Adjusted EBITDA includes interest income, the majority of which is revenue related to equipment installment plans at U.S. Cellular.


             

            	Consolidated Capital Spending:  This capital efficiency metric is produced by TDS internal systems, and is the subject of annual guidance.  It measures the enterprise’s efficient management of its investments in plant, property and equipment, which currently represent $0.688 billion in annual expenditures and investment in future growth opportunities.  


             

            	The calculation of Capital Spending will follow the methodology described above.  The calculation of capital expenditures will focus on cash outflows and therefore exclude capitalized interest, which is a non-cash accounting adjustment.


             

            Adjustments to Company Performance component calculations:

             

            	Acquisitions:


             

            	Acquisitions that occur in the second half of the fiscal year will be excluded from bonus calculations (target and actual).


             

            	Adjustment will be made for acquisitions that occur in the first half of the fiscal year, with performance judged against the valuation model and adjusted for any timing differences between expected and actual closing.  To the extent that the acquisition is not included in the targets, the targets will be adjusted at the time of the acquisition closing date to reflect the valuation model (as approved by the Board) and any known timing differences.


             

            	Transaction costs related to the acquisition will be excluded from both the target and actual results.


             

        
            

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            	Divestitures:


             

            	Divestitures or discontinued operations that occur in the first half of the fiscal year will be excluded from the bonus calculations (target and actual).


             

            	Divestitures or discontinued operations that occur in the second half of the fiscal year will be included in the bonus calculation.  If a divestiture or discontinued operation was not included in the targets, the targets will be adjusted at the time of the closing date to reflect the impact of the period of time that the divesture is not owned.  In addition, significant shifts in strategy will be taken into consideration when determining the appropriate treatment of divestitures in the bonus calculation. 


             

            	Transaction costs related to the divestiture will be excluded from both the target and actual results.


             

            	Other Adjustments:  Any adjustments to the target or actual bonus calculations will be presented to the Compensation Committee for review and approval.  Adjustment recommendations will be limited to material accounting adjustments or major business decisions that, without their adjustment, would cause the calculated bonus results to differ materially from the unadjusted calculation and therefore not reflect the true performance delivered in the year.  Bonus expense will be included in the Adjusted EBITDA metrics.     


             

            	Bonus Ranges: 

The bonus ranges were set to reinforce the Company’s pay for performance culture.  The minimum performance level for a performance measure needs to be achieved before any bonus for that performance measure is earned.  The ranges result in substantial reductions in bonuses when targets are not achieved, and greater rewards for above target performance.  See Appendix A for payout grids.


             

            	
                        PERFORMANCE MEASURE

                    	
                        MINIMUM

                    	
                        TARGET

                    	
                        MAXIMUM

                    
	
                        Consolidated Operating Revenue

                    	
                        $4,883M

                    	
                        $5,425M

                    	
                        $5,968M

                    
	
                        Consolidated Adjusted EBITDA

                    	
                        $866M

                    	
                        $1,019M

                    	
                        $1,172M

                    
	
                        Consolidated Capital Spending

                    	
                        $723M

                    	
                        $688M

                    	
                        $619M

                    


             

            	Bonus Payouts As A Percent Of Target At Minimum And Maximum Performance Levels:


             

            	
                        PERFORMANCE MEASURE

                    	
                        MINIMUM

                    	
                        TARGET

                    	
                        MAXIMUM

                    
	
                        Consolidated Operating Revenue 

                    	
                        50%

                    	
                        100%

                    	
                        200%

                    
	
                        Consolidated Adjusted EBITDA

                    	
                        50%

                    	
                        100%

                    	
                        200%

                    
	
                        Consolidated Capital Spending

                    	
                        50%

                    	
                        100%

                    	
                        150%

                    


             

            Bonus payouts between the minimum and target and between target and maximum performance level for each performance measure will be computed by interpolation.

             

            Any bonus for performance below the minimum percentage for a performance measure will be at the discretion of the Compensation Committee.

             

            	Weighting Of Performance Measures:


             

            	
                        PERFORMANCE MEASURE

                    	
                        WEIGHTING

                    
	
                        Consolidated Operating Revenues

                    	
                        50%

                    
	
                        Consolidated Adjusted EBITDA

                    	
                        35%

                    
	
                        Consolidated Capital Spending

                    	
                        15%

                    
	
                         

                    	
                        100%

                    


            	THE PERFORMANCE TARGETS:


             

            They will be set by the Compensation Committee each year based on the plans and objectives of the business.  

            

        
            

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            	INDIVIDUAL PERFORMANCE COMPONENT:


            	Weighting:  30%


             

            	Segment Weighting:


            	
                        -

                    	
                        Key Objectives:

                    	
                        50%

                    
	
                        -

                    	
                        Overall Performance:

                    	
                          50%

                    
	
                         

                    	
                         

                    	
                        100%

                    


             

            	Level of Performance and Percent Payout of Target:
 


            	
                        INDIVIDUAL PERFORMANCE

                    	
                        % PAYOUT OF

                        TARGET

                    
	
                        Far Exceeded Expectations:  Performance greatly exceeded that which was planned and expected.

                    	
                        140% - 160%

                    
	
                        Significantly Exceeded Expectations: Performance significantly exceeded that which was planned and expected.

                    	
                        115% - 135%

                    
	
                        Successfully Met Expectations:  Performance was close to that which was planned and expected.

                    	
                        85% - 110%

                    
	
                        Partially Met Expectations: Performance was sufficient to merit a partial bonus.

                    	
                        60% - 80%

                    
	
                        Did Not Meet Expectations:  Performance was not sufficient to merit a bonus.

                    	
                        0%

                    


             

            	Key Objectives:


             

            With regard to this bonus opportunity, the TDS President and CEO will, with input from the executive officer, assign the executive officer 2 to 5 or so major initia-tives to be carried out during the year, and decide how each will be weighted.  As appropriate, these objectives will include that executive officer’s expected individual contribution(s) toward executing the Company’s Portfolio Management Strategy.  

             

            With the approval of the TDS President and CEO, an executive officer’s objec-tives and weightings may be revised during the performance year if important new initiatives arise or circumstances with respect to an objective have materially changed.  Performance on each selected objective will be based on the TDS President and CEO’s assessment of the results the executive/the executive’s team achieved in meeting the assigned objectives.

             

            	Overall Performance:


             

            Each officer’s overall performance for the year will be assessed by the TDS President and CEO based on his effectiveness/success with regard to:

             

            	Carrying out his/her ongoing responsibilities and significant initiatives during the performance year (other than his/her above discussed key objectives).


             

            	Recommending/making decisions; taking actions; and providing support, assistance and counsel to the business units, and to help achieve TDS Corporate Portfolio Strategy agreed upon metrics and milestones.


             

            	Providing support, assistance and counsel to corporate senior leaders and management.


             

            In making these assessments, the TDS President and CEO will take into consideration:

             

            	His/her evaluation of the officer’s performance in the above areas.


             

            	The annual written performance feedback he/she receives on the executive officer from his/her peers.


             

            	The every-other-year written performance input he receives from the executive officer’s direct reports and other key associates.


             

            	The executive officer’s report on his/her activities/accomplishments for the performance year.


             

            	Such other creditable input as he/she may receive during the year about an officer’s performance.


            


        
            

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            	DETERMINATION OF BONUS AWARDS:


             

            Once the Company performance bonus percentage is known, the TDS President and CEO will recommend to the Compensation Committee for each participating executive officer:

            	His/her company performance bonus.  This will be the amount calculated in accordance with the terms of this program (unless the TDS President and CEO feels that there is a compelling rationale to recommend an adjustment to this amount, which he would provide to the Committee).


             

            	His/her recommended individual performance bonus, and his/her total recommended bonus.


             

            The Compensation Committee will review these proposed bonus awards and either approve them as submitted or revise some or all of them, as they deem appropriate.  Once the Committee and TDS President and CEO finalize the officers’ bonus awards, they may be paid.  

            Approved bonus awards shall be paid during the period commencing on the January 1st immediately following the performance year and ending on March 15th immediately following the performance year.  Notwithstanding the foregoing, in the event that payment by such March 15th is administratively impracticable and such impracticability was unforeseeable, payment will be made as soon as administratively practicable after such March 15th, but in no event later than December 31st following the performance year.  Payment will be made in the form of a lump sum.

            Notwithstanding any provision of this bonus program to the contrary, a participating officer does not have a legally binding right to a bonus unless and until the bonus amount, if any, is paid and no bonus shall be paid unless the officer remains employed through the actual bonus payout date unless otherwise approved at the discretion of the Compensation Committee or President and CEO of TDS, as applicable.

            	REVISIONS TO THE OFFICER BONUS PROGRAM:


             

            The TDS Officer Bonus Program may be revised or discontinued at any time and for any reason.  If and when either the Compensation Committee and/or management determines that the TDS Officer Bonus Program should be revised, the parties will discuss the proposed change(s) and the rationale for them, following which the Committee will determine what, if any, changes will be made.

            	BONUS CLAWBACK:


             

            Any bonus paid pursuant to this program is subject to recovery by TDS or any other action pursuant to any clawback or recoupment policy which TDS may adopt from time to time, including without limitation any such policy which TDS may be required to adopt under the Dodd-Frank Wall Street Reform and Consumer Protection Act and implementing rules and regulations thereunder, or as otherwise required by law.

        
            

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            Appendix A:  2016 Payout Grids – Company Performance Component

             

            	
                         

                    	
                        Consolidated Operating Revenue ($ in Millions)

                    	
                         

                    
	
                         

                    	
                        Target Total

                    	
                        Results ($) as

                    	
                        Total Bonus

                    	
                        % of Bonus

                    	
                         

                    
	
                         

                    	
                        Revenue

                    	
                        % of Target

                    	
                        Points

                    	
                        Points

                    	
                         

                    
	
                         

                    	
                        < $4,883

                    	
                        N/A

                    	
                        0

                    	
                        0%

                    	
                         

                    
	
                         

                    	
                        $4,883

                    	
                        90%

                    	
                        250

                    	
                        50%

                    	
                         

                    
	
                         

                    	
                        $4,991

                    	
                        92%

                    	
                        300

                    	
                        60%

                    	
                         

                    
	
                         

                    	
                        $5,100

                    	
                        94%

                    	
                        350

                    	
                        70%

                    	
                         

                    
	
                         

                    	
                        $5,208

                    	
                        96%

                    	
                        400

                    	
                        80%

                    	
                         

                    
	
                         

                    	
                        $5,317

                    	
                        98%

                    	
                        450

                    	
                        90%

                    	
                         

                    
	
                         

                    	
                        $5,425

                    	
                        100%

                    	
                        500

                    	
                        100%

                    	
                         

                    
	
                         

                    	
                        $5,534

                    	
                        102%

                    	
                        600

                    	
                        120%

                    	
                         

                    
	
                         

                    	
                        $5,642

                    	
                        104%

                    	
                        700

                    	
                        140%

                    	
                         

                    
	
                         

                    	
                        $5,751

                    	
                        106%

                    	
                        800

                    	
                        160%

                    	
                         

                    
	
                         

                    	
                        $5,859

                    	
                        108%

                    	
                        900

                    	
                        180%

                    	
                         

                    
	
                         

                    	
                        $5,968

                    	
                        110%

                    	
                        1000

                    	
                        200%

                    	
                         

                    
	
                         

                    	
                        > $5,968

                    	
                        N/A

                    	
                        1000

                    	
                        200%

                    	
                         

                    
	
                    	
                    	
                    	
                    	
                    	
                    


             

             

            	
                         

                    	
                        Consolidated Adjusted EBITDA ($ in Millions)

                    	
                         

                    
	
                         

                    	
                        Target Adj.

                    	
                        Results ($) as

                    	
                        Total Bonus

                    	
                        % of Bonus

                    	
                         

                    
	
                         

                    	
                        EBITDA

                    	
                        % of Target

                    	
                        Points

                    	
                        Points

                    	
                         

                    
	
                         

                    	
                        < $866

                    	
                        N/A

                    	
                        0

                    	
                        0%

                    	
                         

                    
	
                         

                    	
                        $866

                    	
                        85%

                    	
                        175

                    	
                        50%

                    	
                         

                    
	
                         

                    	
                        $897

                    	
                        88%

                    	
                        210

                    	
                        60%

                    	
                         

                    
	
                         

                    	
                        $927

                    	
                        91%

                    	
                        245

                    	
                        70%

                    	
                         

                    
	
                         

                    	
                        $958

                    	
                        94%

                    	
                        280

                    	
                        80%

                    	
                         

                    
	
                         

                    	
                        $988

                    	
                        97%

                    	
                        315

                    	
                        90%

                    	
                         

                    
	
                         

                    	
                        $1,019

                    	
                        100%

                    	
                        350

                    	
                        100%

                    	
                         

                    
	
                         

                    	
                        $1,049

                    	
                        103%

                    	
                        420

                    	
                        120%

                    	
                         

                    
	
                         

                    	
                        $1,080

                    	
                        106%

                    	
                        490

                    	
                        140%

                    	
                         

                    
	
                         

                    	
                        $1,110

                    	
                        109%

                    	
                        560

                    	
                        160%

                    	
                         

                    
	
                         

                    	
                        $1,141

                    	
                        112%

                    	
                        630

                    	
                        180%

                    	
                         

                    
	
                         

                    	
                        $1,172

                    	
                        115%

                    	
                        700

                    	
                        200%

                    	
                         

                    
	
                         

                    	
                        > $1,172

                    	
                        N/A

                    	
                        700

                    	
                        200%

                    	
                         

                    
	
                    	
                    	
                    	
                    	
                    	
                    


             

             

             

            	
                         

                    	
                        Consolidated Capital Expenditures ($ in Millions)

                    	
                         

                    
	
                         

                    	
                        Target Total

                    	
                        Results ($) as

                    	
                        Total Bonus

                    	
                        % of Bonus

                    	
                         

                    
	
                         

                    	
                        CapEx

                    	
                        % of Target

                    	
                        Points

                    	
                        Points

                    	
                         

                    
	
                         

                    	
                        > $723

                    	
                        N/A

                    	
                        0

                    	
                        0%

                    	
                         

                    
	
                         

                    	
                        $723

                    	
                        105%

                    	
                        75

                    	
                        50%

                    	
                         

                    
	
                         

                    	
                        $716

                    	
                        104%

                    	
                        90

                    	
                        60%

                    	
                         

                    
	
                         

                    	
                        $709

                    	
                        103%

                    	
                        105

                    	
                        70%

                    	
                         

                    
	
                         

                    	
                        $702

                    	
                        102%

                    	
                        120

                    	
                        80%

                    	
                         

                    
	
                         

                    	
                        $695

                    	
                        101%

                    	
                        135

                    	
                        90%

                    	
                         

                    
	
                         

                    	
                        $688

                    	
                        100%

                    	
                        150

                    	
                        100%

                    	
                         

                    
	
                         

                    	
                        $674

                    	
                        98%

                    	
                        165

                    	
                        110%

                    	
                         

                    
	
                         

                    	
                        $661

                    	
                        96%

                    	
                        180

                    	
                        120%

                    	
                         

                    
	
                         

                    	
                        $647

                    	
                        94%

                    	
                        195

                    	
                        130%

                    	
                         

                    
	
                         

                    	
                        $633

                    	
                        92%

                    	
                        210

                    	
                        140%

                    	
                         

                    
	
                         

                    	
                        $619

                    	
                        90%

                    	
                        225

                    	
                        150%

                    	
                         

                    
	
                         

                    	
                        < $619

                    	
                        N/A

                    	
                        225

                    	
                        150%

                    	
                         

                    
	
                    	
                    	
                    	
                    	
                    	
                    


            

        
            

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            Appendix B:  Financial Metrics Detail

            	
                         

                    	
                        2016 Bonus - Financial Metrics

                    	
                        2015

                    	
                        2016

                    	
                        YoY

                    	
                         

                    
	
                         

                    	
                        ($ in millions)

                    	
                        Actual

                    	
                        Bonus Targets

                    	
                        Incr./(Decr.)

                    	
                         

                    
	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                        Operating Revenue

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                         

                    	
                        Wireless Segment

                    	
                        $3,997 

                    	
                        $4,250 

                    	
                        $253 

                    	
                         

                    
	
                         

                    	
                         

                    	
                        Wireline Segment

                    	
                        $701 

                    	
                        $684 

                    	
                        ($17)

                    	
                         

                    
	
                         

                    	
                         

                    	
                        HMS Segment

                    	
                        $287 

                    	
                        $292 

                    	
                        $5 

                    	
                         

                    
	
                         

                    	
                         

                    	
                        Cable Segment

                    	
                        $175 

                    	
                        $188 

                    	
                        $13 

                    	
                         

                    
	
                         

                    	
                         

                    	
                        TDS Telecom Eliminations

                    	
                        ($5)

                    	
                        ($2)

                    	
                        $3 

                    	
                         

                    
	
                         

                    	
                         

                    	
                        TDS Parent and Eliminations (1)

                    	
                        $21 

                    	
                        $11 

                    	
                        ($10)

                    	
                         

                    
	
                         

                    	
                        TDS Consolidated Operating Revenue

                    	
                        $5,176 

                    	
                        $5,425 

                    	
                        $249 

                    	
                         

                    
	
                         

                    	
                         

                    	
                        YOY Growth

                    	
                         

                    	
                        4.8%

                    	
                         

                    	
                         

                    
	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                        Adjusted EBITDA

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                         

                    	
                        U.S. Cellular

                    	
                        $852 

                    	
                        $725 

                    	
                        ($127)

                    	
                         

                    
	
                         

                    	
                         

                    	
                        TDS Telecom

                    	
                        $306 

                    	
                        $289 

                    	
                        ($17)

                    	
                         

                    
	
                         

                    	
                         

                    	
                        Parent and Other

                    	
                        $2 

                    	
                        $4 

                    	
                        $2 

                    	
                         

                    
	
                         

                    	
                        TDS Consolidated Adjusted EBITDA

                    	
                        $1,160 

                    	
                        $1,019 

                    	
                        ($141)

                    	
                         

                    
	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                        Capital Expenditures

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                         

                    	
                        U.S. Cellular

                    	
                        $533 

                    	
                        $497 

                    	
                        ($36)

                    	
                         

                    
	
                         

                    	
                         

                    	
                        TDS Telecom

                    	
                        $219 

                    	
                        $176 

                    	
                        ($43)

                    	
                         

                    
	
                         

                    	
                         

                    	
                        Parent and Other

                    	
                        $7 

                    	
                        $15 

                    	
                        $8 

                    	
                         

                    
	
                         

                    	
                        TDS Consolidated Capital Expenditures

                    	
                        $759 

                    	
                        $688 

                    	
                        ($71)

                    	
                         

                    
	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                        (1)

                    	
                        The YOY reduction in TDS Parent and Eliminations Revenue is primarily related to Airadigm.

                    	
                         

                    
	
                    	
                    	
                    	
                    	
                    	
                    	
                    


             

             

             

        
            

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