28 slides from Telephone And Data Systems's proxy contest presentation, Dec 17, 2014
Slide 1: Shareholder Engagement
Slide 2: Safe Harbor Statement
aS Safe Harbor Statement ~ TDS. Allinformation set forth inthis presentation, except historical and factual information, represents forward-looking statements, This includes all statements about the company's plans, beliefs, estimates, and expectations. These statements are based on current ‘Estimat
Slide 3: Corporate Governance Outreach
Corporate Governance Outreach Ds Goal: Engage in dialogue with our shareholders regarding corporate governance practices.
Slide 4: Diversified Telecommunications Company
Diversified Telecommunications Company aS TDS: ‘+ Two principal business units > US. Cellular (84%-owned)—wireless; 92% of retail customers are postpaid (NYSE: USM) > TDS Telecom (wholly owned)—broadband, TV and voice; hosted and managed services 5.9 million customers nationwide Fortune 1000™ member
Slide 5: Operations
Operations
Slide 6: TDS Capital Allocation Strategy
TDS Capital Allocation Strategy Ds ‘+ Balanced capital allocation strategy ‘+ Invest in the business (M&A) - 75% of available resources * Acquire cable/broadband compariesto strengthen long-term growth and return prospects ‘+ Return value to shareholders - 25% of available resources + 40 years of co
Slide 7: Delivering Value to Shareholders
Delivering Value to Shareholders fps TDS - 40 years of consecutive dividend noreases TDS and U.S. Celular have active share repurchase authoreations June 25,2013 -U.S. Celular paid $5.75 per share special cash dividend + August 2013 -TDS board authoraed 3280 milon share repurchase (S209 millon remai
Slide 8: TDS Board Continues to Take Decisive Action to Improve Performance
TDS Board Continues to Take Decisive Action to aS Improve Performance TDS. The TDS Board fully recognizes that we arein challenging industries. ‘The Board has made progress but realizes that there is more to do: To address wireline’s secular decline: + Aggressively deployina fiber where economically
Slide 9: Engaged and Responsive Board
Engaged and Responsive Board TDS” In May 2014, independent directors met with shareholders representing 20% of the outstanding common shares Actions taken since 2014 annual meeting ‘+ Refreshed board, adding David Witwer ‘+ Agreements to monetizenon-core spectrum * Transferring 148 million MHz/pops
Slide 10: Compensation
AS TDS” ‘Compensation: ‘TDS’ Compensation Philosophy - Compensstion practices should be transparent and reflect a commitment to align compensation with business strategy
Slide 11: Compensation Highlights
Compensation Highlights “ TDS: ‘+ Compensation Committee comprised solely of independent directors (Wander [Chairman], O'Leary, Sugarman and Off) ‘+ Compensation programs designed to motivate executive officers to actin the long-term interests of TDS, + Compensation Committee utilizes services of bo
Slide 12: Board Structure
Pa TDS” Board Structure: ‘The TDS Board seeksto optimize performance by assembling a diverse group of directors with deep experience and expertisein 3 broad array of industries relevant to its businesses and across multiple business disciplines. It is expected that all Board members contribute equal
Slide 13: Well-Functioning Board of Directors
aS. Well-Functioning Board of Directors TDS” + Engaged Board, taking decisive action + Board discussions are open, frank and critical ‘+ Independent directors meet in executive and private sessions regularly ‘+ Independents may engage special counsel
Slide 14: Corporate Governance and Nominating Committee
Corporate Governance and Nominating Committee aS Walter Carlson (Chair), Ted Carlson, Mitch Saranow TDS + Evaluate Board composition and contributions at least annually; succession planning for Board. Oversee Board self-assessment process and review findings to implement improvements. + Review selec
Slide 15: Board Refreshment
Board Refreshment TDs * TDS values the contributions of all Board members and believes a balance of tenure and experience on the Board, as well as on its ‘Committees, is optimal. Recent activities: August 2014 * Donald Nebergall, long-time director, retired from TDS Board and Audit Committee, will c
Slide 16: Shareholders' Rights
Ad TDS” Shareholders’ Rights: As a controlled company, TDS has worked to follow best practices in the areas of corporate governance and shareholders’ rights where they align with the controlling shareholders’ long-term strategy for the business.
Slide 17: Capital Structure
Capital Structure AS TDS” + Since the IPO, TDS has had dual classes of shares. + In 2012, shareholders approved a recapitalization, and the aggregate voting power of the Series A Common Shares was capped at 56.7%. ISS and Glass Lewisrecommended shareholder approval of this recapitalization. ‘+ TDS h
Slide 18: Audit Practices
AS TDS” Audit Practices
Slide 19: Strong Audit Committee Practices
Strong Audit Committee Practices Ds ‘+ Scores the highest possible score in terms of audit quality in ISS" Corporate Governance QuickScore + Audit committee comprised solely of independent directors (Off [Chair], Saranow, Davis, Wander) ‘+ Two financial experts (Saranow and Davis) with significant a
Slide 20: Board Tenure
Board Tenure Tbs:
Slide 21: Appendix: Independent Directors
AS TDS” Appendix: Independent Directors
Slide 22: Clarence A. Davis
Clarence A. Davis ?Ds Management Experience Board Experience Significant leadership and ‘Current or former director of multiple operational experience in multiple boards, including Gabelli SRI Green industries, including technology Fund and GDL Fund; Nestor, Inc.; (CEO—Nestor, Inc), accounting ‘Onei
Slide 23: Christopher D. O'Leary
Christopher D. O'Leary Pa TDS” Management experience + Extensive leadership experience as Chief Operating Officer— International of General Mills since 2008; significant roles with leading ‘consumer packaged goods providers, including Pepsio More than 20 yearsof ‘experience in consumer retail, marke
Slide 24: George W. Off
George W. Off TDS” Management Experience Board Experience "Substantial executive management + Current or former member of multiple ‘and operational experience for boards, including The Retail Equation, marketing services firm (Co- Infinian Mobile Commerce & Analytic founder and CEO, Catalina Solutio
Slide 25: Mitchell H. Saranow
Mitchell H. Saranow AS TDS Management Experience + Significant leadership experience in manufacturing (Founder--Fluid Management, SureTint Technologies), cable (Co-founder, Mid-Atlantic CATV), food service distribution (CFS Continental), corporate finance (Warburg, Paribas, Becker), and consulting (
Slide 26: Gary L. Sugarman
Gary L. Sugarman AS TDS Management Experience Board Experience "More than 25 yearsof management —* Current board member of OTELCO and ‘experience, including traditional teloos LCT. Former member of multiple (Co-founder and CEO, Mid-Maine telecommunications boards, including ‘Communications; various
Slide 27: Herbert S. Wander
Herbert S. Wander Ds Management experience ‘IDS Board history ¥"'More than 40 yearsof businesslaw ¥ Director since 1968 experience, including comorate audit Committee member for more governance and acquisitions; than 15 years: appointed by SEC chair to co-chair ‘SEC Advisory Committee on smaller * p
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