8-K
Array Digital Infrastructure, Inc. (AD)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 11, 2025
ARRAY DIGITAL INFRASTRUCTURE, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-09712 | 62-1147325 |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
500 West Madison Street, Suite 810, Chicago, Illinois 60661
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (866) 573-4544
UNITED STATES CELLULAR CORPORATION
8410 West Bryn Mawr, Chicago, Illinois 60631
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | | --- | --- || ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | | --- | --- || ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | | --- | --- || ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | | --- | --- || Securities registered pursuant to Section 12(b) of the Act: | | | | --- | --- | --- | | Title of each class | Trading Symbol | Name of each exchange on which registered | | Common Shares, $1 par value | USM | New York Stock Exchange | | 6.25% Senior Notes due 2069 | UZD | New York Stock Exchange | | 5.50% Senior Notes due 2070 | UZE | New York Stock Exchange | | 5.50% Senior Notes due 2070 | UZF | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| ☐ | Emerging growth company | | --- | --- || ☐ | If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | | --- | --- |
Item 2.02. Results of Operations and Financial Condition
On August 11, 2025, Array Digital Infrastructure, Inc. (formerly known as United States Cellular Corporation) issued a news release announcing its results of operations for the period ended June 30, 2025. A copy of the news release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
The information in this Item 2.02 of Form 8-K is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor will any such information or exhibits be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits
(d) The following exhibits are being filed herewith:
| Exhibit Number | Description of Exhibits | ||
|---|---|---|---|
| 99.1 | Earnings Press Release datedAugust 11, 2025 | ||
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | ||
| SIGNATURES | |||
| --- | --- | --- | --- |
| Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. | |||
| ARRAY DIGITAL INFRASTRUCTURE, INC. | |||
| Date: | August 11, 2025 | By: | /s/ Vicki L. Villacrez |
| Vicki L. Villacrez | |||
| Executive Vice President, Chief Financial Officer and Treasurer | |||
| (principal financial officer) |
Document
Exhibit 99.1
NEWS RELEASE
On August 1, 2025, United States Cellular Corporation changed its name to Array Digital Infrastructure, Inc.SM (ArraySM)
As previously announced, Array will hold a teleconference on August 11, 2025, at 9:00 a.m. CDT. Listen to the call live via the Events & Presentations page of investors.arrayinc.com or investors.tdsinc.com.
Array reports second quarter 2025 results
CHICAGO (August 11, 2025) — Array Digital Infrastructure, Inc. (NYSE:USM) reported total operating revenues of $916 million for the second quarter of 2025, versus $927 million for the same period one year ago. Service revenues totaled $736 million, versus $743 million for the same period one year ago. Net income attributable to Array shareholders and related diluted earnings per share were $31 million and $0.36, respectively, for the second quarter of 2025 compared to $17 million and $0.20, respectively, in the same period one year ago.
Recent Highlights*
•On August 1, 2025, Array completed the sale of its wireless operations and select spectrum assets to T-Mobile for total consideration of $4.3 billion which includes a combination of cash and assumed debt
•Declared a $23.00 per share special dividend payable on August 19, 2025
•Third-party tower revenues increased 12%
•Pending AT&T and Verizon spectrum transactions are expected to close in 2H 2025 and Q3 2026, respectively, subject to receipt of regulatory approvals and satisfaction of closing conditions
* Comparisons are 2Q’24 to 2Q’25 unless otherwise noted
“I am pleased that we have successfully closed the T-Mobile deal and have declared a special dividend in connection with the transaction,” said Doug Chambers, Array interim President and CEO. “As a tower company with 4,400 towers and a new Master License Agreement with T-Mobile, Array has strength and stability from its current tower revenue stream, along with an excellent opportunity to grow colocations and revenues, and to expand margins over time. Our non-controlling investment interests also continue to generate significant cash flow. Further, I look forward to closing our announced spectrum transactions and continuing to work toward opportunistically monetizing our remaining spectrum."
Pending previously announced transactions
On October 17, 2024, the company entered into a License Purchase Agreement with Verizon Communications, Inc. (Verizon) to sell certain AWS, Cellular and PCS wireless spectrum licenses, subject to receipt of regulatory approvals, and agreed to grant Verizon certain rights to lease such licenses prior to the transaction close. Additionally, Array also entered into agreements with Nsight Spectrum, LLC and Nex-Tech Wireless, LLC for the sale of select spectrum licenses.
On November 6, 2024, the company also entered into a License Purchase Agreement with New Cingular Wireless PCS, LLC (AT&T), a subsidiary of AT&T Inc. to sell certain 3.45 GHz and 700 MHz wireless spectrum licenses, subject to receipt of regulatory approvals, and agreed to grant AT&T certain rights to lease and sub-lease such licenses prior to the transaction close.
Array is not providing 2025 financial guidance.
Conference Call Information
Array will hold a conference call on August 11, 2025 at 9:00 a.m. Central Time.
▪Access the live call on the Events & Presentations page of investors.arrayinc.com, investors.tdsinc.com, or at
https://events.q4inc.com/attendee/378403075
▪Access the call by phone at (888)330-2384 conference ID: 1328528.
About Array
Array Digital Infrastructure, Inc. is a leading owner and operator of shared wireless communications infrastructure in the United States. With over 4,400 cell towers in locations from coast to coast, Array enables the deployment of 5G and other wireless technologies throughout the country. As of August 1, 2025, Telephone and Data Systems, Inc. owned approximately 82% of Array.
Contacts
Colleen Thompson, Vice President - Corporate Relations of TDS
colleen.thompson@tdsinc.com
Julie Mathews, IRC, Director - Investor Relations of TDS
julie.mathews@tdsinc.com
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995: All information set forth in this news release, 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 estimates, projections, and assumptions, which involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Important factors that may affect these forward-looking statements include, but are not limited to: the manner in which Array's remaining business is conducted; strategic decisions regarding the tower business; Array's reliance on a small number of tenants for a substantial portion of its revenues; extreme weather events; whether the previously announced spectrum license sales to Verizon and AT&T will be consummated; whether Array can monetize the remaining spectrum assets; competition in the tower industry; and significant investments in wireless operating entities Array does not control. Investors are encouraged to consider these and other risks and uncertainties that are more fully described under “Risk Factors” in the most recent filing of Array's Form 10-K, as updated by any Array Form 10-Q filed subsequent to such Form 10-K.
| Array Digital Infrastructure, Inc. | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Summary Operating Data (Unaudited) | |||||||||||||||
| As of or for the Quarter Ended | 6/30/2025 | 3/31/2025 | 12/31/2024 | 9/30/2024 | 6/30/2024 | ||||||||||
| Retail Connections | |||||||||||||||
| Postpaid | |||||||||||||||
| Total at end of period | 3,904,000 | 3,946,000 | 3,985,000 | 3,999,000 | 4,027,000 | ||||||||||
| Gross additions | 109,000 | 105,000 | 140,000 | 123,000 | 117,000 | ||||||||||
| Handsets | 70,000 | 68,000 | 93,000 | 84,000 | 73,000 | ||||||||||
| Connected devices | 39,000 | 37,000 | 47,000 | 39,000 | 44,000 | ||||||||||
| Net additions (losses) | (42,000) | (39,000) | (14,000) | (28,000) | (24,000) | ||||||||||
| Handsets | (44,000) | (38,000) | (19,000) | (28,000) | (29,000) | ||||||||||
| Connected devices | 2,000 | (1,000) | 5,000 | — | 5,000 | ||||||||||
| ARPU1 | $ | 51.91 | $ | 52.06 | $ | 51.73 | $ | 52.04 | $ | 51.45 | |||||
| ARPA2 | $ | 131.89 | $ | 132.25 | $ | 131.10 | $ | 131.81 | $ | 130.41 | |||||
| Handset upgrade rate3 | 4.2 | % | 3.1 | % | 4.8 | % | 3.5 | % | 4.1 | % | |||||
| Churn rate4 | 1.29 | % | 1.21 | % | 1.29 | % | 1.25 | % | 1.16 | % | |||||
| Handsets | 1.12 | % | 1.03 | % | 1.08 | % | 1.07 | % | 0.97 | % | |||||
| Connected devices | 2.36 | % | 2.40 | % | 2.67 | % | 2.47 | % | 2.47 | % | |||||
| Prepaid | |||||||||||||||
| Total at end of period | 429,000 | 431,000 | 448,000 | 452,000 | 439,000 | ||||||||||
| Gross additions | 43,000 | 38,000 | 46,000 | 57,000 | 50,000 | ||||||||||
| Net additions (losses) | (2,000) | (17,000) | (4,000) | 13,000 | 3,000 | ||||||||||
| ARPU1 | $ | 31.72 | $ | 30.76 | $ | 30.59 | $ | 32.01 | $ | 32.37 | |||||
| Churn rate4 | 3.58 | % | 4.17 | % | 3.70 | % | 3.30 | % | 3.60 | % | |||||
| Market penetration at end of period | |||||||||||||||
| Consolidated operating population | 31,390,000 | 31,390,000 | 32,550,000 | 32,550,000 | 32,550,000 | ||||||||||
| Consolidated operating penetration5 | 14 | % | 14 | % | 14 | % | 14 | % | 14 | % | |||||
| Capital expenditures (millions) | $ | 80 | $ | 53 | $ | 162 | $ | 120 | $ | 165 | |||||
| Total cell sites in service | 7,061 | 7,009 | 7,010 | 7,007 | 6,990 | ||||||||||
| Owned towers | 4,418 | 4,413 | 4,409 | 4,407 | 4,388 | ||||||||||
| Number of colocations6 | 2,527 | 2,469 | 2,444 | 2,418 | 2,392 | ||||||||||
| Tower tenancy rate7 | 1.57 | 1.56 | 1.55 | 1.55 | 1.55 |
1Average Revenue Per User (ARPU) - metric is calculated by dividing a revenue base by an average number of connections and by the number of months in the period. These revenue bases and connection populations are shown below:
•Postpaid ARPU consists of total postpaid service revenues and postpaid connections.
•Prepaid ARPU consists of total prepaid service revenues and prepaid connections.
2Average Revenue Per Account (ARPA) - metric is calculated by dividing total postpaid service revenues by the average number of postpaid accounts and by the number of months in the period.
3Handset upgrade rate calculated as total handset upgrade transactions divided by average postpaid handset connections.
4Churn rate represents the percentage of the connections that disconnect service each month. These rates represent the average monthly churn rate for each respective period.
5Market penetration is calculated by dividing the number of retail wireless connections at the end of the period by the total estimated population of consolidated operating markets. The methodology for the calculation was updated in the second quarter of 2025 and prior periods were revised to reflect this change.
6Represents instances where a third-party wireless carrier rents or leases space on a company-owned tower.
7Average number of tenants that lease space on company-owned towers, measured on a per-tower basis.
| Array Digital Infrastructure, Inc. | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Consolidated Statement of Operations Highlights | ||||||||||||
| (Unaudited) | ||||||||||||
| Three Months Ended<br>June 30, | Six Months Ended<br>June 30, | |||||||||||
| 2025 | 2024 | 2025<br>vs. 2024 | 2025 | 2024 | 2025<br>vs. 2024 | |||||||
| (Dollars and shares in millions, except per share amounts) | ||||||||||||
| Operating revenues | ||||||||||||
| Service | $ | 736 | $ | 743 | (1) | % | $ | 1,477 | $ | 1,497 | (1) | % |
| Equipment sales | 180 | 184 | (2) | % | 330 | 380 | (13) | % | ||||
| Total operating revenues | 916 | 927 | (1) | % | 1,807 | 1,877 | (4) | % | ||||
| Operating expenses | ||||||||||||
| System operations (excluding Depreciation, amortization and accretion reported below) | 183 | 180 | 1 | % | 359 | 362 | (1) | % | ||||
| Cost of equipment sold | 209 | 211 | (1) | % | 387 | 427 | (9) | % | ||||
| Selling, general and administrative | 328 | 322 | 2 | % | 661 | 653 | 1 | % | ||||
| Depreciation, amortization and accretion | 163 | 165 | (1) | % | 325 | 329 | (2) | % | ||||
| (Gain) loss on asset disposals, net | 2 | 5 | (53) | % | 4 | 11 | (60) | % | ||||
| (Gain) loss on license sales and exchanges, net | (4) | 8 | N/M | (5) | 7 | N/M | ||||||
| Total operating expenses | 881 | 891 | (1) | % | 1,731 | 1,789 | (3) | % | ||||
| Operating income | 35 | 36 | (4) | % | 76 | 88 | (13) | % | ||||
| Other income (expense) | ||||||||||||
| Equity in earnings of unconsolidated entities | 42 | 38 | 8 | % | 78 | 80 | (3) | % | ||||
| Interest and dividend income | 4 | 3 | 12 | % | 6 | 6 | 15 | % | ||||
| Interest expense | (45) | (45) | 5 | % | (84) | (91) | 7 | % | ||||
| Total other income (expense) | 1 | (4) | N/M | — | (5) | 99 | % | |||||
| Income before income taxes | 36 | 32 | 13 | % | 76 | 83 | (9) | % | ||||
| Income tax expense | 4 | 14 | (73) | % | 24 | 41 | (42) | % | ||||
| Net income | 32 | 18 | 77 | % | 52 | 42 | 24 | % | ||||
| Less: Net income attributable to noncontrolling interests, net of tax | 1 | 1 | (5) | % | 2 | 7 | (68) | % | ||||
| Net income attributable to Array shareholders | $ | 31 | $ | 17 | 80 | % | $ | 50 | $ | 35 | 41 | % |
| Basic weighted average shares outstanding | 86 | 86 | — | 85 | 86 | — | ||||||
| Basic earnings per share attributable to Array shareholders | $ | 0.37 | $ | 0.20 | 81 | % | $ | 0.58 | $ | 0.41 | 42 | % |
| Diluted weighted average shares outstanding | 88 | 88 | — | 88 | 88 | — | ||||||
| Diluted earnings per share attributable to Array shareholders | $ | 0.36 | $ | 0.20 | 81 | % | $ | 0.57 | $ | 0.40 | 41 | % |
N/M - Percentage change not meaningful
| Array Digital Infrastructure, Inc. | ||||
|---|---|---|---|---|
| Consolidated Statement of Cash Flows | ||||
| (Unaudited) | ||||
| Six Months Ended<br>June 30, | ||||
| 2025 | 2024 | |||
| (Dollars in millions) | ||||
| Cash flows from operating activities | ||||
| Net income | $ | 52 | $ | 42 |
| Add (deduct) adjustments to reconcile net income to net cash flows from operating activities | ||||
| Depreciation, amortization and accretion | 325 | 329 | ||
| Bad debts expense | 43 | 46 | ||
| Stock-based compensation expense | 29 | 25 | ||
| Deferred income taxes, net | (9) | 11 | ||
| Equity in earnings of unconsolidated entities | (78) | (80) | ||
| Distributions from unconsolidated entities | 88 | 80 | ||
| (Gain) loss on asset disposals, net | 4 | 11 | ||
| (Gain) loss on license sales and exchanges, net | (5) | 7 | ||
| Other operating activities | 3 | 3 | ||
| Changes in assets and liabilities from operations | ||||
| Accounts receivable | (21) | (1) | ||
| Equipment installment plans receivable | 44 | 5 | ||
| Inventory | 52 | 57 | ||
| Accounts payable | (4) | — | ||
| Customer deposits and deferred revenues | (13) | 6 | ||
| Accrued taxes | 10 | 20 | ||
| Accrued interest | — | (1) | ||
| Other assets and liabilities | (35) | (44) | ||
| Net cash provided by operating activities | 485 | 516 | ||
| Cash flows from investing activities | ||||
| Cash paid for additions to property, plant and equipment | (147) | (270) | ||
| Cash paid for licenses | (4) | (15) | ||
| Other investing activities | 1 | 1 | ||
| Net cash used in investing activities | (150) | (284) | ||
| Cash flows from financing activities | ||||
| Issuance of long-term debt | — | 40 | ||
| Repayment of long-term debt | (12) | (198) | ||
| Tax withholdings, net of cash receipts, for stock-based compensation awards | (36) | (12) | ||
| Repurchase of Common Shares | (21) | — | ||
| Distributions to noncontrolling interests | (2) | (3) | ||
| Cash paid for software license agreements | (20) | (20) | ||
| Other financing activities | (2) | (3) | ||
| Net cash used in financing activities | (93) | (196) | ||
| Net increase in cash, cash equivalents and restricted cash | 242 | 36 | ||
| Cash, cash equivalents and restricted cash | ||||
| Beginning of period | 159 | 179 | ||
| End of period | $ | 401 | $ | 215 |
| Array Digital Infrastructure, Inc. | ||||
| --- | --- | --- | --- | --- |
| Consolidated Balance Sheet Highlights | ||||
| (Unaudited) | ||||
| ASSETS | ||||
| June 30, 2025 | December 31, 2024 | |||
| (Dollars in millions) | ||||
| Current assets | ||||
| Cash and cash equivalents | $ | 386 | $ | 144 |
| Accounts receivable, net | 922 | 955 | ||
| Inventory, net | 126 | 179 | ||
| Prepaid expenses | 53 | 46 | ||
| Income taxes receivable | 1 | — | ||
| Other current assets | 21 | 21 | ||
| Total current assets | 1,509 | 1,345 | ||
| Licenses | 4,583 | 4,579 | ||
| Investments in unconsolidated entities | 444 | 454 | ||
| Property, plant and equipment, net | 2,313 | 2,502 | ||
| Operating lease right-of-use assets | 922 | 926 | ||
| Other assets and deferred charges | 606 | 643 | ||
| Total assets | $ | 10,377 | $ | 10,449 |
| Array Digital Infrastructure, Inc. | ||||
| --- | --- | --- | --- | --- |
| Consolidated Balance Sheet Highlights | ||||
| (Unaudited) | ||||
| LIABILITIES AND EQUITY | ||||
| June 30, 2025 | December 31, 2024 | |||
| (Dollars in millions, except per share amounts) | ||||
| Current liabilities | ||||
| Current portion of long-term debt | $ | 28 | $ | 22 |
| Accounts payable | 218 | 242 | ||
| Customer deposits and deferred revenues | 225 | 238 | ||
| Accrued taxes | 37 | 30 | ||
| Accrued compensation | 54 | 93 | ||
| Short-term operating lease liabilities | 137 | 141 | ||
| Other current liabilities | 109 | 118 | ||
| Total current liabilities | 808 | 884 | ||
| Deferred liabilities and credits | ||||
| Deferred income tax liability, net | 719 | 728 | ||
| Long-term operating lease liabilities | 825 | 822 | ||
| Other deferred liabilities and credits | 576 | 570 | ||
| Long-term debt, net | 2,819 | 2,837 | ||
| Noncontrolling interests with redemption features | 16 | 16 | ||
| Equity | ||||
| Array shareholders’ equity | ||||
| Series A Common and Common Shares, par value $1.00 per share | 88 | 88 | ||
| Additional paid-in capital | 1,812 | 1,783 | ||
| Treasury shares | (102) | (112) | ||
| Retained earnings | 2,802 | 2,818 | ||
| Total Array shareholders’ equity | 4,600 | 4,577 | ||
| Noncontrolling interests | 14 | 15 | ||
| Total equity | 4,614 | 4,592 | ||
| Total liabilities and equity | $ | 10,377 | $ | 10,449 |
Array Digital Infrastructure, Inc.
Segment Results
(Unaudited)
| Three Months Ended<br>June 30, | Six Months Ended<br>June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Array | 2025 | 2024 | 2025<br>vs. 2024 | 2025 | 2024 | 2025<br>vs. 2024 | ||||||
| (Dollars in millions) | ||||||||||||
| Operating Revenues | ||||||||||||
| Wireless | $ | 888 | $ | 902 | (1) | % | $ | 1,751 | $ | 1,826 | (4) | % |
| Towers | 62 | 58 | 7 | % | 123 | 116 | 6 | % | ||||
| Intra-company eliminations | (34) | (33) | (3) | % | (67) | (65) | (3) | % | ||||
| Total operating revenues | 916 | 927 | (1) | % | 1,807 | 1,877 | (4) | % | ||||
| Operating expenses | ||||||||||||
| Wireless | 874 | 885 | (1) | % | 1,717 | 1,779 | (3) | % | ||||
| Towers | 41 | 39 | 5 | % | 81 | 75 | 8 | % | ||||
| Intra-company eliminations | (34) | (33) | (3) | % | (67) | (65) | (3) | % | ||||
| Total operating expenses | 881 | 891 | (1) | % | 1,731 | 1,789 | (3) | % | ||||
| Operating income | $ | 35 | $ | 36 | (4) | % | $ | 76 | $ | 88 | (13) | % |
| Adjusted OIBDA1 (Non-GAAP) | $ | 208 | $ | 227 | (9) | % | $ | 422 | $ | 456 | (7) | % |
| Adjusted EBITDA1 (Non-GAAP) | $ | 254 | $ | 268 | (6) | % | $ | 506 | $ | 542 | (7) | % |
| Capital expenditures | $ | 80 | $ | 165 | (52) | % | $ | 132 | $ | 295 | (55) | % |
1Adjusted OIBDA and Adjusted EBITDA are non-GAAP financial measures which Array uses as measurements of profitability. See EBITDA, Adjusted EBITDA and Adjusted OIBDA Reconciliations within this earnings release for additional information.
Array Digital Infrastructure, Inc.
Segment Results
(Unaudited)
| Three Months Ended<br>June 30, | Six Months Ended<br>June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Array Wireless | 2025 | 2024 | 2025<br>vs. 2024 | 2025 | 2024 | 2025<br>vs. 2024 | ||||||
| (Dollars in millions) | ||||||||||||
| Retail service | $ | 652 | $ | 666 | (2) | % | $ | 1,312 | $ | 1,344 | (2) | % |
| Other | 56 | 52 | 7 | % | 109 | 102 | 7 | % | ||||
| Service revenues | 708 | 718 | (1) | % | 1,421 | 1,446 | (2) | % | ||||
| Equipment sales | 180 | 184 | (2) | % | 330 | 380 | (13) | % | ||||
| Total operating revenues | 888 | 902 | (1) | % | 1,751 | 1,826 | (4) | % | ||||
| System operations (excluding Depreciation, amortization and accretion reported below) | 197 | 194 | 1 | % | 387 | 390 | (1) | % | ||||
| Cost of equipment sold | 209 | 211 | (1) | % | 387 | 427 | (9) | % | ||||
| Selling, general and administrative | 319 | 313 | 2 | % | 643 | 637 | 1 | % | ||||
| Depreciation, amortization and accretion | 151 | 154 | (2) | % | 302 | 308 | (2) | % | ||||
| (Gain) loss on asset disposals, net | 2 | 5 | (59) | % | 3 | 10 | (66) | % | ||||
| (Gain) loss on license sales and exchanges, net | (4) | 8 | N/M | (5) | 7 | N/M | ||||||
| Total operating expenses | 874 | 885 | (1) | % | 1,717 | 1,779 | (3) | % | ||||
| Operating income | $ | 14 | $ | 17 | (21) | % | $ | 34 | $ | 47 | (27) | % |
| Adjusted OIBDA1 (Non-GAAP) | $ | 174 | $ | 196 | (11) | % | $ | 355 | $ | 392 | (9) | % |
| Adjusted EBITDA1 (Non-GAAP) | $ | 174 | $ | 196 | (11) | % | $ | 355 | $ | 392 | (9) | % |
| Capital expenditures | $ | 77 | $ | 160 | (52) | % | $ | 127 | $ | 286 | (55) | % |
| Three Months Ended<br>June 30, | Six Months Ended<br>June 30, | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Array Towers | 2025 | 2024 | 2025<br>vs. 2024 | 2025 | 2024 | 2025<br>vs. 2024 | ||||||
| (Dollars in millions) | ||||||||||||
| Third-party revenues | $ | 28 | $ | 25 | 12 | % | $ | 56 | $ | 51 | 9 | % |
| Intra-company revenues | 34 | 33 | 3 | % | 67 | 65 | 3 | % | ||||
| Total tower revenues | 62 | 58 | 7 | % | 123 | 116 | 6 | % | ||||
| System operations (excluding Depreciation, amortization and accretion reported below) | 20 | 19 | 6 | % | 39 | 37 | 5 | % | ||||
| Selling, general and administrative | 9 | 9 | (1) | % | 18 | 16 | 14 | % | ||||
| Depreciation, amortization and accretion | 12 | 11 | 7 | % | 23 | 21 | 6 | % | ||||
| (Gain) loss on asset disposals, net | — | — | 14 | % | 1 | 1 | 60 | % | ||||
| Total operating expenses | 41 | 39 | 5 | % | 81 | 75 | 8 | % | ||||
| Operating income | $ | 21 | $ | 19 | 11 | % | $ | 42 | $ | 41 | 2 | % |
| Adjusted OIBDA1 (Non-GAAP) | $ | 34 | $ | 31 | 9 | % | $ | 67 | $ | 64 | 4 | % |
| Adjusted EBITDA1 (Non-GAAP) | $ | 34 | $ | 31 | 9 | % | $ | 67 | $ | 64 | 4 | % |
| Capital expenditures | $ | 3 | $ | 5 | (51) | % | $ | 5 | $ | 9 | (47) | % |
1Adjusted OIBDA and Adjusted EBITDA are non-GAAP financial measures which Array uses as measurements of profitability. See EBITDA, Adjusted EBITDA and Adjusted OIBDA Reconciliations within this earnings release for additional information.
Array Digital Infrastructure, Inc.
Financial Measures
(Unaudited)
Free Cash Flow
| Three Months Ended<br>June 30, | Six Months Ended<br>June 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| Array | 2025 | 2024 | 2025 | 2024 | ||||
| (Dollars in millions) | ||||||||
| Cash flows from operating activities (GAAP) | $ | 325 | $ | 313 | $ | 485 | $ | 516 |
| Cash paid for additions to property, plant and equipment | (75) | (137) | (147) | (270) | ||||
| Cash paid for software license agreements | (11) | (11) | (20) | (20) | ||||
| Free cash flow (Non-GAAP)1 | $ | 239 | $ | 165 | $ | 318 | $ | 226 |
1Free cash flow is a non-GAAP financial measure which Array believes may be useful to investors and other users of its financial information in evaluating liquidity, specifically, the amount of net cash generated by business operations after deducting Cash paid for additions to property, plant and equipment and Cash paid for software license agreements.
Array Digital Infrastructure, Inc.
EBITDA, Adjusted EBITDA and Adjusted OIBDA Reconciliations
(Unaudited)
EBITDA, Adjusted EBITDA and Adjusted OIBDA are defined as net income adjusted for the items set forth in the reconciliations below. EBITDA, Adjusted EBITDA and Adjusted OIBDA are not measures of financial performance under Generally Accepted Accounting Principles in the United States (GAAP) and should not be considered as alternatives to Net income or Cash flows from operating activities, as indicators of cash flows or as measures of liquidity. Array does not intend to imply that any such items set forth in the reconciliations below are infrequent or unusual; such items may occur in the future. Management uses Adjusted EBITDA and Adjusted OIBDA as measurements of profitability, and therefore reconciliations to Net income are deemed appropriate. Management believes Adjusted EBITDA and Adjusted OIBDA are useful measures of Array’s operating results before significant recurring non-cash charges, nonrecurring expenses, gains and losses, and other items as presented below as they provide additional relevant and useful information to investors and other users of Array’s financial data in evaluating the effectiveness of its operations and underlying business trends in a manner that is consistent with management’s evaluation of business performance. Adjusted EBITDA shows adjusted earnings before interest, taxes, depreciation, amortization and accretion, gains and losses, and expenses related to the strategic alternatives review of Array while Adjusted OIBDA reduces this measure further to exclude Equity in earnings of unconsolidated entities and Interest and dividend income in order to more effectively show the performance of operating activities excluding investment activities. The following tables reconcile EBITDA, Adjusted EBITDA and Adjusted OIBDA to the corresponding GAAP measure, Net income, Income before income taxes and/or Operating income. Income and expense items below Operating income are not provided at the individual segment level for Array Wireless and Array Towers; therefore, the reconciliations begin with EBITDA and the most directly comparable GAAP measure is Operating income rather than Net income at the segment level.
| Three Months Ended<br>June 30, | Six Months Ended<br>June 30, | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Array | 2025 | 2024 | 2025 | 2024 | ||||||||||||||
| (Dollars in millions) | ||||||||||||||||||
| Net income (GAAP) | $ | 32 | $ | 18 | $ | 52 | $ | 42 | ||||||||||
| Add back or deduct: | ||||||||||||||||||
| Income tax expense | 4 | 14 | 24 | 41 | ||||||||||||||
| Income before income taxes (GAAP) | 36 | 32 | 76 | 83 | ||||||||||||||
| Add back: | ||||||||||||||||||
| Interest expense | 45 | 45 | 84 | 91 | ||||||||||||||
| Depreciation, amortization and accretion expense | 163 | 165 | 325 | 329 | ||||||||||||||
| EBITDA (Non-GAAP) | 244 | 242 | 485 | 503 | ||||||||||||||
| Add back or deduct: | ||||||||||||||||||
| Expenses related to strategic alternatives review | 12 | 13 | 22 | 21 | ||||||||||||||
| (Gain) loss on asset disposals, net | 2 | 5 | 4 | 11 | ||||||||||||||
| (Gain) loss on license sales and exchanges, net | (4) | 8 | (5) | 7 | ||||||||||||||
| Adjusted EBITDA (Non-GAAP) | 254 | 268 | 506 | 542 | ||||||||||||||
| Deduct: | ||||||||||||||||||
| Equity in earnings of unconsolidated entities | 42 | 38 | 78 | 80 | ||||||||||||||
| Interest and dividend income | 4 | 3 | 6 | 6 | ||||||||||||||
| Adjusted OIBDA (Non-GAAP) | $ | 208 | $ | 227 | $ | 422 | $ | 456 | Three Months Ended<br>June 30, | Six Months Ended<br>June 30, | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||||||||
| Array Wireless | 2025 | 2024 | 2025 | 2024 | ||||||||||||||
| (Dollars in millions) | ||||||||||||||||||
| EBITDA (Non-GAAP) | $ | 165 | $ | 171 | $ | 336 | $ | 355 | ||||||||||
| Add back or deduct: | ||||||||||||||||||
| Expenses related to strategic alternatives review | 11 | 12 | 21 | 20 | ||||||||||||||
| (Gain) loss on asset disposals, net | 2 | 5 | 3 | 10 | ||||||||||||||
| (Gain) loss on license sales and exchanges, net | (4) | 8 | (5) | 7 | ||||||||||||||
| Adjusted EBITDA and Adjusted OIBDA (Non-GAAP) | 174 | 196 | 355 | 392 | ||||||||||||||
| Deduct: | ||||||||||||||||||
| Depreciation, amortization and accretion | 151 | 154 | 302 | 308 | ||||||||||||||
| Expenses related to strategic alternatives review | 11 | 12 | 21 | 20 | ||||||||||||||
| (Gain) loss on asset disposals, net | 2 | 5 | 3 | 10 | ||||||||||||||
| (Gain) loss on license sales and exchanges, net | (4) | 8 | (5) | 7 | ||||||||||||||
| Operating income (GAAP) | $ | 14 | $ | 17 | $ | 34 | $ | 47 | Three Months Ended<br>June 30, | Six Months Ended<br>June 30, | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||||||||
| Array Towers | 2025 | 2024 | 2025 | 2024 | ||||||||||||||
| EBITDA (Non-GAAP) | $ | 33 | $ | 30 | $ | 65 | $ | 62 | ||||||||||
| Add back or deduct: | ||||||||||||||||||
| Expenses related to strategic alternatives review | 1 | 1 | 1 | 1 | ||||||||||||||
| (Gain) loss on asset disposals | — | — | 1 | 1 | ||||||||||||||
| Adjusted EBITDA and Adjusted OIBDA (Non-GAAP) | 34 | 31 | 67 | 64 | ||||||||||||||
| Deduct: | ||||||||||||||||||
| Depreciation, amortization and accretion | 12 | 11 | 23 | 21 | ||||||||||||||
| Expenses related to strategic alternatives review | 1 | 1 | 1 | 1 | ||||||||||||||
| (Gain) loss on asset disposals, net | — | — | 1 | 1 | ||||||||||||||
| Operating income (GAAP) | $ | 21 | $ | 19 | $ | 42 | $ | 41 |
11