Telephone And Data Systems, Inc. · NYSE:TDS
Telephone And Data Systems — Proxy Contest (November 2021)
28 slides from Telephone And Data Systems's proxy contest presentation, Nov 9, 2021
Slide 1: Shareholder Engagement 2021 Update
Slide 2: Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995 All information set forth in this presentation about Telephone and Data Systems, Inc., including its subsidiaries UScellular and TDS Telecom, except historical and factual information, represents forward-looking stateme
Slide 3: Shareholder Engagement Outreach
Shareholder Engagement Outreach Goal: Create a cycle of dialogue and feedback with our shareholders, management and the Board
Slide 4: 2021 Update
2021 Update * Continued to develop our Environment, Social and Governance (“ESG”) Program Refreshed external TDS website and rebranded from “Sustainability” to “ESG” Published inaugural ESG Report Published two ESG indexes using SASB and GRI frameworks Worked with independent, third-party firm to co
Slide 5: 2021 Update
2021 Update COVID-19 — Continued recognition that UScellular and TDS Telecom provide essential communications and dataservices that our customers and communities dependon * Developinga Return to Office plan while remaining flexible in response to the public health recommendations * Supporting and en
Slide 6: 2021 Update
2021 Update activities in our quarterly earnings deck ESG We are now providing a quarterly ESG update to the Board and highlighting ESG TDS considers the S in ESG as our 3Cs - Customer, Culture and Community From 11/4/21 3Cs earnings deck: TDS Telecom announced that TDS, UScellular and TOS: it will
Slide 7: Multi-Stakeholder Strategic Priorities
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 — Investin our business to improve competitive position * In
Slide 8: 2021 Characteristics of the Board
2021 Characteristics of the Board Refreshment of TDS Board, increasing diversity and lowering average tenure and age ¢ 2020 - Laurent C. Therivel (President and CEO of UScellular) appointed to Board, replacing Kenneth R. Meyers (retired President and CEO of UScellular) * 2019 - Wade Oosterman electe
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 Nomina
Slide 10: 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 Surve
Slide 11: Associate Resource Groups foster a more inclusive workforce
Associate Resource Groups (“ARGs”) foster a more inclusive workforce ARGs-— 17 across the organization—are made up of associates who share similar ideas, backgrounds, ideals, gender, ethnicity, cultures or common interests. ARGs are all about building small, connected communities within the workforc
Slide 12: 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 13: 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 value industry expertise and institutional
Slide 14: Business Update
Business Update
Slide 15: Our Company TDS
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 creation liquidity ks llul k 7,§ uscellular ~)OneNec UScellular (NYSE: USM) . TS etab eo (82% owned) (wholly owned) Wireless (wholly ow
Slide 16: UScellular
UScellular a + uscellular Executing on Strategic Priorities Maintain the health and safety of customers & associates ¢ Focuson Growth ¢ Regional approach to drive market share expansion ¢ Expand digital capabilities, focusing on customer lifecycle ¢ Enhanced focus on Prepaid and Business & Governmen
Slide 17: UScellular operating results
a“ < UScellular operating results 2 uscellular (S in millions) Nine months ended September 30, 2021 2020 % Change Total operating revenues* $3,053 $2,964 3% System operations expense 594 580 2% Cost of equipment sold 786 692 14% Selling, general and administrative expenses 984 994 (1%) Total cash ex
Slide 18: TDS Telecom
TDS Telecom Executing on Strategic Priorities ¢ Focuson growth ¢ Continue execution of broadband growth strategy ¢ Execute on fiber expansion and A-CAM buildout ¢ Disciplined approach to acquisitions Expand penetration of TDS TV+ Operate lean — reinvest savings into growth opportunities Foster a str
Slide 19: TDS Telecom operating results
TDS Telecom operating results Me (S$ in millions) Nine months ended September 30, 2021 2020 %Change Residential Wireline, Incumbent $258 $246 5% Wireline, Expansion 24 13 77% Cable 197 182 8% Total residential 479 441 8% Commercial 138 146 (5%) Wholesale 135 140 (4%) Total service revenues 751 727 3
Slide 20: Biographical Information on TDS Independent Directors
Biographical Information on TDS Independent Directors
Slide 21: Clarence A. Davis
Clarence A. Davis 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, agriculture Business Expertise Subs
Slide 22: Kimberly D. Dixon
Kimberly D. Dixon 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 business
Slide 23: Christopher D. O'Leary
Christopher D. O’Leary 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, inclu
Slide 24: 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 ¢ — Significant business expertise in marketin
Slide 25: Wade Oosterman
Wade Oosterman 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 for TEL
Slide 26: Gary L. Sugarman
Gary L. Sugarman Management Experience More than 25 years of significant leadership and management experience: ¢ Including traditional telcos (Co-founder and CEO, Mid-Maine Communications), network infrastructure providers (Exec. Chairman and Investor Veroxity Technology Partners), financial technol
Slide 27: Adjusted OIBDA and Adjusted EBITDA Reconciliation
Adjusted OIBDAand Adjusted EBITDA Reconciliation Nine months ended Sept30, 2021 Nine months ended Sept 30, 2020 (Sin millions) UScellular. TDS Telecom UScellular rete Netincome (GAAP) $132 $68 $227 $81 Add back Income tax expense 31 22 ane 13 Income before income taxes (GAAP) $163 $90 $238 $o4 Add b
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