27 slides from Telephone And Data Systems's proxy contest presentation, Nov 10, 2016
Slide 1: Shareholder Engagement 2016 Update
November 10, 2016 Shareholder Engagement 2016 Update
Slide 2: Safe Harbor Statement
Safe Harbor Statement Allinformation set forth inthis presentation, except historical and factual information, represents forward-locking statements, This includes all statements about the companys plans, belisfs, estimates, and expectations, Thesestatements re based on current estimates, projection
Slide 3: Diversified Communications Company
Diversified Communications Company Po, TDS + enplojs avr 0.000 publicaly traded - Cantoted compen wt focus on longtem ele NYSETOS | eeaan AUS Cellular 835 owned 4 wireless service wholly-owned publically ada NYSEUSM ‘broadband, video, voice, andhosted & ‘managed services —_—_, i ins MOneNecke Ds ;
Slide 4: Operations
Operations
Slide 5: TDS - Executing on Strategic Imperatives
TDS - Executing on Strategic Imperatives * Investin our businessto improve returns * Investmentsin cable and Hosted and Managed Services (HMS) growth initiatives * Cable - focus on expanding broadband offerings; leverage wireline expertise, infrastructure and product set ‘+ HMS - integrating acquisi
Slide 6: TDS Balanced Capital Allocation Strategy
TDS Balanced Capital Allocation Strategy ‘Approximately 75% of available TDS resources (excludes U.S. Cellular’s resources) is invested back into our business and 25% is returned to shareholders Invest in the business (M&A) ‘Annual Dividends «Primarily focused on cable acquisitions Per TDS Share Ret
Slide 7: 2016 U.S. Cellular Strategic Priorities
2016 U.S. Cellular Strategic Priorities feantniatens vestments atl! Cellar ae bepinning fs pay afin terms af imaroved azeraing Customer Growth + Grom smartphone peretton + Grow conmections and Pocbanng pgs Gta Beate | Gmc pr arent — sesmno Net Connections Additional revenue ss) Penetration ‘opportun
Slide 8: 2016 U.S. Cellular Strategic Priorities
2016 U.S. Cellular Strategic Priorities =e pig |
Slide 9: 2016 TDS Telecom Strategic Priorities
2016 TDS Telecom Strategic Priorities Wireline -ommercial broadband ial acquisit Hosted and Managed city Services 2)
Slide 10: Executing on Strategic Priorities at TDS Telecom
Executing on Strategic Priorities at TDS Telecom meee Wireline and Cable Broadband Both wireline and cable share the = common strategy to "own the Son best pipe in the market.” Our son goal is grow high-margin == Broadband services bundles with on video and voice produds. 2a Hosted and Managed Servi
Slide 11: Corporate Governance Outreach
Corporate Governance Outreach Goal: Engage in dialogue with our shareholders regarding corporate governance practices.
Slide 12: 2016 Compensation Committee Developments
2016 Compensation Committee Developments Granted Performance Share Awards to certain NEO’s * Three-year performance period with a target opportunity equal to 0% 0 200% of target in TDS Common shares * Performance measures: ‘+ Return on Capital ("ROC") * Total Revenue * Relative Total Shareholder Ret
Slide 13: 2016 Audit Committee Developments
2016 Audit Committee Developments + Tom Weber appointed Vice President - Internal Audit after retirement of Frieda Ireland * Chris O'Leary joined Audit Committee providing a fresh perspective
Slide 14: Corporate Governance Practice Highlights
Corporate Governance Practice Highlights + Annual election of all directors + Annual "Say on Pay” vote + Independent directors meet separately + Policy prohibiting pledging and hedging of company shares + Charter and bylaws can be amended by a simple majority vote + Authority to retain independent a
Slide 15: Ongoing Refreshment Process
Ongoing Refreshment Process + Developed program in 2013 * Annual Board of Directors self-assessment * Evaluating performance and effectiveness of the Board * Discusses matters relatedto board meetings, board composition, committees, board oversight and other matters * CGNC monitors skills, experienc
Slide 16: Well-Functioning Board of Directors
Well-Functioning Board of Directors + Engaged Board, taking decisive action * Board discussions are open, frank and critical * Independents working collaboratively and constructively with controlling shareholder * Controlling shareholder values continuity and institutional knowledge * Independent di
Slide 17: Appendix
Appendix:
Slide 18: Board Tenure
Board Tenure
Slide 19: 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 Accourtants), manufacturing, media/broadcasting, agriculture Business Expertise Substa
Slide 20: Christopher D. O'Leary
Christopher D. O'Leary Management experience Board Experience + “Extensive leadershipexperienceas + Former Board member of Newell Chief Operating Officer— Rubbermaid, and member of its International of General Mills since Nominating/Govemance 2006; significant roles with leading Committee and its Or
Slide 21: George W. Off
George W. Off Management Experience + Substantial executive management and operational 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 22: Mitchell H. Saranow
Mitchell H. Saranow Management Experience Board Experience + Significant leadership experience in + Public board experience includes manufacturing (Founder--Fluid Navigant Consulting, Telular Management, SureTint Technologies), Corporation, North American cable (Co-founder, Mid-Atlantic CATV), Scien
Slide 23: Gary L. Sugarman
Gary L. Sugarman Management Experience Board Experience More than 25 years of management + Current board member of OTELCO and experience, including traditional telcos LIT. Former member of multiple (Co-founder and CEO, Mid-Maine telecommunications boards, including Communications; various operating
Slide 24: Herbert S. Wander
Herbert S. Wander Management experience + More than 40 years of businesslaw experience, including corporate governance and acquisitions; appointed by SEC chair to co-chair SEC Advisory Committee on + Smaller Public Companies (2004- 2006); former chair of American Bar Association's Business Law Secti
Slide 25: Operating Cash Flow and Adjusted EBITDA Reconciliation
Operating Cash Flow and Adjusted EBITDA Reconciliation — Eisviscit is nesstaby peacel: mestee, te Gonpay = urabe ts seve act gegen
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