Telephone And Data Systems, Inc. · NYSE:TDS
Telephone And Data Systems — Proxy Contest (November 2020)
27 slides from Telephone And Data Systems's proxy contest presentation, Nov 9, 2020
Slide 1: Shareholder Engagement 2020 Update
Shareholder Engagement 2020 Update TDS’ mission is to provide outstanding communications services to our customers and meet the needs of our shareholders, our people, and our communities November 2020
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 statem
Slide 3: 2020 Update
2020 Update © July 1, 2020 New President and CEO at UScellular— Laurent Therivel (LT) * Planned and seamless transition ® Kenneth Meyers, former President and CEO, age 66, 30+ years at UScellular notified Boards of his desire to retire ° Began a global search in 2019 using a highly recognized execut
Slide 4: 2020 Update
2020 Update *® ~COVID-19 - our focus on providing high-quality communication services to underserved communities has never been more critical * Recognition that UScellular and TDS Telecom provide essential communications and data services that our customers and communities depend on © Our ongoing in
Slide 5: Our Company TDS
aS Our Company TDS * 6 million connections * 9,300 * Controlled company with * Strong balance (rural and suburban) employees focus on long-term value sheet with ample creation liquidity | T 3 uscellular Ms @oneNeck UScellular (NYSE: USM) rsouyTiONS (wholly owned) (wholly owned) hosted & managed serv
Slide 6: Multi-Stakeholder Strategic Priorities
Mu Iti-Stakeholder Strategic Priorities Manage portfolio of businesses to ensure long-term growth and sustainability for the benefit of our customers, employees, communities, shareholders and debt holders Create long-term shareholder value — Invest in our business to improve competitive position * I
Slide 7: Corporate Governance Outreach
Corporate Governance Outreach Goal: Create a cycle of dialogue and feedback with our shareholders, management and the Board to facilitate improvement of corporate governance practices.
Slide 8: 2020 Characteristics of the Board
2020 Characteristics of the Board Refreshing the Board Since 2016 average Board tenure reduced from 19 years to 16 years* + 2020-LaurentC. 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 * CGNC assesses skills, exp
Slide 10: UScellular's Human Capital Management
UScellular’s Human Capital Management drives its competitive advantage Employee engagement is vital to the success of UScellular * — UScellular has surveyed its associates since 2001 and the results have been shared with both the TDS and UScellular Board of Directors. The 2020 survey approach was to
Slide 11: TDS Telecom's Employee Resource Groups foster a more inclusive workforce
TDS Telecom’s Employee Resource Groups foster a more inclusive workforce and improve its Human Capital TDS Telecom represents “30% of TDS’ workforce * Employee Resource Groups (ERGs) based on employees’ interests, backgrounds and personal situations build small, connected communities within the work
Slide 12: Corporate Governance Practice Highlights
Corporate Governance Practice Highlights * Annualelection 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 estab
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 shareholders * Controlling shareholders value industry expertise and institutiona
Slide 14: Business Update
Business Update
Slide 15: UScellular: Executing on Strategic Priorities
UScellular ee 3 uscellular. Executing on Strategic Priorities Executing on 2020 priorities Maintain Expense Discipline Attract & Retain Grow Advance the Customers Revenue Network * Elevating brand relevance and focusing on customer engagement * Postpaid churn remains low * Refreshed our brand logo a
Slide 16: UScellular operating results
“ K? UScellular operating results %€ uscellular ($ in mi Nine Wee ae September 30, 2019 % Change Total operating revenues $2,964 $2,970 System operations expense 580 568 2% Cost of equipmentsold 692 724 (4%) Selling, general and administrative expenses 994 1,027 (3%) Total cash expenses (1) 2,266 2,
Slide 17: TDS Telecom: Executing on Strategic Priorities
TDS Telecom Executing on Strategic Priorities WIRELINE Execute In & Out of Territory Fiber Program Target new markets where our formula wins: * Attractive demographics and competitive landscape * Target build cost per household passed * Hyper-localized marketing and sales
Slide 18: TDS Telecom operating results
TDS Telecom operating results Mes (Sin ns) Nine months ended September 30, 2020 (3) 2019 % Change Wireline revenues $512 $512 - Cable revenues 216 184 18% Total operating revenues 728 695 5% Wireline expenses 439 435 1% Cable expenses 202 a75 15% Adjusted EBITDA ) 243 238 2% Capital expenditures $22
Slide 19: Biographical Information on TDS Independent Directors
Biographical Information on TDS Independent Directors
Slide 20: 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 21: Kimberly D. Dixon
Kimberly D. Dixon Management Experience Significant leadership and operating and financial management experience at FedEx Office and Sprint, including experience in consumer and business marketing, sales and distribution Business Experience Substantial expertise in sales, marketing and retail operat
Slide 22: 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, includ
Slide 23: 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 marketing,
Slide 24: 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; Chief Marketing and Brand Officer for TELUS Corp.; and Executive VP Sales and Marketing for Clearnet Communications In
Slide 25: Gary L. Sugarman
Gary L. Sugarman Management Experience + More than 25 years of 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 technology (Exec.
Slide 26: Adjusted OIBDA and Adjusted EBITDA Reconciliation
Adjusted OIBDA and Adjusted EBITDA Reconciliation Nine months ended Sept 30,2020 | Nine months endedSept 30, 2019 (5 inmilions) Uscellular _TOSTelecom | _UScellular _TOSTelecom Netincome (GAAP) $227 $81 S115 374 Add back: Income tax expense a 3 5s 23 Income [los] before incometaxes (GAAP) $238 $94 $
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