8-K
TELEPHONE & DATA SYSTEMS INC /DE/ (TDS)
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): February 20, 2026
TELEPHONE AND DATA SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-14157 | 36-2669023 |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
30 North LaSalle Street, Suite 4000, Chicago, Illinois 60602
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (312) 630-1900
Not Applicable
(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, $.01 par value | TDS | New York Stock Exchange | |||
| Depositary Shares each representing a 1/1000th interest in a share of 6.625% Series UU Cumulative Redeemable Perpetual Preferred Stock, $.01 par value | TDSPrU | New York Stock Exchange | |||
| Depositary Shares each representing a 1/1000th interest in a share of 6.000% Series VV Cumulative Redeemable Perpetual Preferred Stock, $.01 par value | TDSPrV | 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 February 20, 2026, Telephone and Data Systems, Inc. (TDS) issued a news release announcing its results of operations for the period ended December 31, 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 dated February 20, 2026 |
| 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.
| TELEPHONE AND DATA SYSTEMS, INC. | |||
|---|---|---|---|
| Date: | February 20, 2026 | By: | /s/ Vicki L. Villacrez |
| Vicki L. Villacrez | |||
| Executive Vice President and Chief Financial Officer |
Document
Exhibit 99.1
NEWS RELEASE
As previously announced, TDS will hold a teleconference on February 20, 2026, at 9:00 a.m. CST. Listen to the call live via the Events & Presentations page of investors.tdsinc.com.
TDS reports fourth quarter and full year 2025 results
TDS Telecom increases its long-term marketable fiber service goal to 2.1 million addresses
TDS Telecom and Array provide 2026 guidance
CHICAGO (February 20, 2026) — Telephone and Data Systems, Inc. (NYSE:TDS) reported results for the fourth quarter and full year 2025.
“2025 was a year of significant transformation for TDS,” said Walter Carlson, President and CEO. “We completed the largest transaction in our history with the sale of our wireless business, launched a new tower company now operating as Array, and ended the year with 1.06 million marketable fiber service addresses at TDS Telecom. These actions strengthened our balance sheet and positioned the company for sustainable growth."
Highlights
TDS
•Repurchased 1,765,863 Common Shares for $67.4 million in the fourth quarter of 2025
•Repaid $150 million of Export Development Canada debt in January 2026
TDS Telecom
•Executed on fiber broadband strategy
◦Grew fiber net additions 44,900 in 2025
◦Deployed 140,000 new marketable fiber service addresses in 2025
•Increased long-term marketable fiber service address goal to 2.1 million, an increase of 300,000 addresses
Array
•Grew site rental revenues 51% year over year
•Closed on the sale of wireless spectrum with AT&T on January 13, 2026, for $1.018 billion
•Paid a $10.25 per share special dividend on February 2, 2026
TDS reported total operating revenues from continuing operations of $330.7 million for the fourth quarter of 2025, versus $295.3 million for the same period one year ago. Net income attributable to TDS common shareholders and related diluted earnings per share from continuing operations were $37.2 million and $0.32, respectively, for the fourth quarter of 2025 compared to $1.0 million and $0.01, respectively, in the same period one year ago.
TDS reported total operating revenues from continuing operations of $1,228.2 million and $1,297.0 million for the years ended 2025 and 2024, respectively. Net income (loss) attributable to TDS common shareholders and related diluted earnings (loss) per share from continuing operations were $48.2 million and $0.39, respectively, for the year ended 2025 compared to $(141.4) million and $(1.24), respectively, for the year ended 2024.
“In 2026, we intend to continue to advance our strategic priorities by investing in the expansion of TDS Telecom’s fiber business and supporting co‑location and profitability initiatives at Array. We also expect to close our pending spectrum transactions and pursue opportunities to further monetize our remaining spectrum,” Carlson added.
2026 Estimated Results
TDS’ current estimates of full-year 2026 results for TDS Telecom and Array are shown below. Such estimates represent management’s view as of February 20, 2026 and should not be assumed to be current as of any future date. TDS undertakes no duty to update such estimates, whether as a result of new information, future events, or otherwise. There can be no assurance that final results will not differ materially from estimated results.
| TDS Telecom | Actual Results for the Year Ended December 31, 2025* |
|---|---|
| (Dollars in millions) | |
| Total operating revenues | $1,038 |
| Adjusted OIBDA1 (Non-GAAP) | $319 |
| Adjusted EBITDA1 (Non-GAAP) | $330 |
| Capital expenditures | $406 |
| * The 2025 divestitures at TDS Telecom impact year-over-year comparisons. The divested markets contributed 19M in annual revenues in 2025. | |
| Array | Actual Results for<br>the Year Ended<br>December 31, 2025 |
| (Dollars in millions) | |
| Total operating revenues | $163 |
| Adjusted OIBDA1 (Non-GAAP) | $1 |
| Adjusted EBITDA1 (Non-GAAP) | $194 |
| Capital expenditures | $30 |
All values are in US Dollars.
The following tables reconcile EBITDA, Adjusted EBITDA, and Adjusted OIBDA to the corresponding GAAP measures, Net income or Income before income taxes. In providing 2026 estimated results, TDS has not completed the below reconciliation to Net income because it does not provide guidance for income taxes. Although potentially significant, TDS believes that the impact of income taxes cannot be reasonably predicted; therefore, TDS is unable to provide such guidance.
| TDS Telecom | Array | |||
|---|---|---|---|---|
| 2026 Estimated Results | Actual Results for<br><br>the Year Ended<br><br>December 31, 2025 | 2026 Estimated Results | Actual Results for<br><br>the Year Ended<br><br>December 31, 2025 | |
| (Dollars in millions) | ||||
| Net income from continuing operations (GAAP) | N/A | $28 | N/A | $172 |
| Add back: | ||||
| Income tax expense (benefit) | N/A | 10 | N/A | (31) |
| Income (loss) before income taxes (GAAP) | ($15)-$25 | $38 | $780-$795 | $141 |
| Add back or deduct: | ||||
| Interest expense | — | (7) | 45 | 28 |
| Depreciation, amortization and accretion | 325 | 300 | 50 | 48 |
| EBITDA (Non-GAAP)1 | $310-$350 | $331 | $875-$890 | $218 |
| Add back or deduct: | ||||
| Expenses related to strategic alternatives review | — | 6 | — | 2 |
| Loss on impairment of intangible assets | — | 1 | — | 48 |
| (Gain) loss on asset disposals, net | — | 15 | — | 2 |
| (Gain) loss on sale of business and other exit costs, net | — | (23) | — | — |
| (Gain) loss on license sales and exchanges, net | — | — | (595) | (6) |
| Short-term imputed spectrum lease income | — | — | (80) | (69) |
| Adjusted EBITDA (Non-GAAP)1 | $310-$350 | $330 | $200-$215 | $194 |
| Deduct: | ||||
| Equity in earnings of unconsolidated entities | — | — | 140 | 174 |
| Interest and dividend income | 5 | 6 | 10 | 19 |
| Other, net | 5 | 5 | — | — |
| Adjusted OIBDA (Non-GAAP)1 | $300-$340 | $319 | $50-$65 | $1 |
Numbers may not foot due to rounding.
1EBITDA, Adjusted EBITDA and Adjusted OIBDA are defined as net income adjusted for the items set forth in the reconciliation above. 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. TDS does not intend to imply that any such items set forth in the reconciliation above 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 TDS’ operating results before significant recurring non-cash charges, nonrecurring expenses, gains and losses, and other items as presented above as they provide additional relevant and useful information to investors and other users of TDS’ 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 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 table above reconciles EBITDA, Adjusted EBITDA and Adjusted OIBDA to the corresponding GAAP measure, Net income or Income before income taxes.
Conference Call Information
TDS will hold a conference call on February 20, 2026 at 9:00 a.m. Central Time.
•Access the live call on the Events & Presentations page of investors.tdsinc.com or at
https://events.q4inc.com/attendee/189864142
Before the call, certain financial and statistical information to be discussed during the call will be posted to investors.tdsinc.com. The call will be archived on the Events & Presentations page of investors.tdsinc.com.
About TDS
Telephone and Data Systems, Inc. (TDS) provides broadband, video, voice and wireless services through its TDS Telecom business. Array leases tower space to tenants and provides ancillary services, holds noncontrolling interests in primarily wireless operating companies and holds certain wireless spectrum licenses. Founded in 1969, TDS is headquartered in Chicago.
Visit investors.tdsinc.com for comprehensive financial information, including earnings releases, quarterly and annual filings, shareholder information and more.
Contacts
John Toomey, Treasurer and Vice President - Corporate Relations
john.toomey@tdsinc.com
Julie Mathews, Director - Investor Relations
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; whether the additional spectrum license sales to T-Mobile and the previously announced spectrum license sales to Verizon are consummated; whether Array can monetize its remaining spectrum assets; intense competition; economic and business risks associated with fixed rate annual escalators on colocation revenue contracts; Array's reliance on a small number of tenants for a substantial portion of its revenues; the ability to attract people of outstanding talent throughout all levels of the organization; TDS' lack of scale relative to larger competitors; inability to protect TDS' real estate rights, with respect to land leases; changes in demand, consumer preferences and perceptions, price competition, or churn rates; advances or changes in technology; impacts of costs, integration problems or other factors associated with acquisitions, divestitures or exchanges of properties and/or expansion of TDS’ businesses; the ability of the company to successfully construct and manage its networks; difficulties involving third parties with which TDS does business; uncertainties in TDS’ future cash flows and liquidity and access to the capital markets; the ability to make payments on TDS and Array indebtedness or comply with the terms of debt covenants; conditions in the U.S. telecommunications industry; the value of assets and investments, including significant investments in wireless operating entities Array does not control; the state and federal regulatory environment, including changes in regulatory support received and the ability to pass through certain regulatory fees to customers; pending and future litigation; cyber-attacks or other breaches of network or information technology security; control by the TDS Voting Trust; disruption in credit or other financial markets; deterioration of U.S. or global economic conditions; and extreme weather events. 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 TDS’ Form 10-K.
For more information about TDS and its subsidiaries, visit:
TDS: www.tdsinc.com
TDS Telecom: www.tdstelecom.com
Array: investors.arrayinc.com
Array Digital Infrastructure, Inc.
Summary Operating Data (Unaudited)
| As of or for the Quarter Ended | 12/31/2025 | 9/30/2025 | ||
|---|---|---|---|---|
| Capital expenditures from continuing operations (thousands) | $ | 12,933 | $ | 7,927 |
| Owned towers | 4,450 | 4,449 | ||
| Number of colocations1 | 4,572 | 4,517 | ||
| Tower tenancy rate2 | 1.03 | 1.02 |
1Represents instances where a third-party leases space on a company-owned tower. Includes T-Mobile MLA committed site minimum of 2,015. Excludes Interim Sites whereby T-Mobile is leasing up to 1,800 sites for a period of up to 30 months subject to the terms and conditions of the MLA.
2Calculated as total number of colocations divided by total number of towers. Includes T-Mobile MLA committed site minimum of 2,015. Excludes Interim Sites whereby T-Mobile is leasing up to 1,800 sites for a period of up to 30 months subject to the terms and conditions of the MLA.
TDS Telecom
Summary Operating Data (Unaudited)
| As of or for the Quarter Ended | 12/31/2025 | 9/30/2025 | 6/30/2025 | 3/31/2025 | 12/31/2024 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Residential connections | |||||||||||||||
| Broadband | |||||||||||||||
| Incumbent Fiber | 127,300 | 123,500 | 121,200 | 119,700 | 118,500 | ||||||||||
| Incumbent Copper | 91,200 | 102,000 | 106,500 | 112,600 | 116,900 | ||||||||||
| Expansion Fiber | 160,600 | 150,700 | 141,800 | 133,200 | 126,100 | ||||||||||
| Cable | 182,800 | 186,100 | 188,200 | 190,200 | 191,500 | ||||||||||
| Total Broadband | 561,900 | 562,400 | 557,700 | 555,800 | 553,000 | ||||||||||
| Video | 111,500 | 114,300 | 116,500 | 118,700 | 121,000 | ||||||||||
| Voice | 228,900 | 242,200 | 248,700 | 256,900 | 261,600 | ||||||||||
| Wireless | 3,300 | 2,200 | 1,600 | 900 | 100 | ||||||||||
| Total Residential connections | 905,600 | 921,100 | 924,500 | 932,300 | 935,700 | ||||||||||
| Commercial connections | 173,900 | 180,300 | 184,300 | 187,600 | 190,500 | ||||||||||
| Total connections1 | 1,079,500 | 1,101,300 | 1,108,800 | 1,119,900 | 1,126,300 | ||||||||||
| Total residential fiber net adds | 15,100 | 11,200 | 10,300 | 8,300 | 13,600 | ||||||||||
| Total residential broadband net adds | 4,500 | 4,600 | 3,900 | 2,800 | 7,900 | ||||||||||
| Residential fiber churn2 | 1.2 | % | 1.5 | % | 1.1 | % | 0.9 | % | 1.0 | % | |||||
| Total residential broadband churn | 1.6 | % | 1.7 | % | 1.5 | % | 1.3 | % | 1.4 | % | |||||
| Residential revenue per connection3 | $ | 65.95 | $ | 65.66 | $ | 65.85 | $ | 65.67 | $ | 64.72 | |||||
| Capital expenditures (thousands) | $ | 154,904 | $ | 102,429 | $ | 90,187 | $ | 58,870 | $ | 81,743 |
Numbers may not foot due to rounding.
1Divestitures in 2025 resulted in a decrease of 19,400 connections, including 7,700 residential broadband connections.
2Residential fiber churn represents the percentage of incumbent and expansion fiber connections that disconnected service each month. These rates represent the average monthly churn rate for each respective period.
3Total residential revenue per connection is calculated by dividing total residential revenue by the average number of residential connections and by the number of months in the period.
| Telephone and Data Systems, Inc. | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Consolidated Statement of Operations Highlights | ||||||||||||
| (Unaudited) | ||||||||||||
| Three Months Ended<br>December 31, | Year Ended<br>December 31, | |||||||||||
| 2025 | 2024 | 2025<br><br>vs. 2024 | 2025 | 2024 | 2025<br><br>vs. 2024 | |||||||
| (Dollars and shares in thousands, except per share amounts) | ||||||||||||
| Operating revenues | ||||||||||||
| TDS Telecom | $ | 260,956 | $ | 264,295 | (1) | % | $ | 1,038,358 | $ | 1,060,857 | (2) | % |
| Array | 60,328 | 26,089 | N/M | 162,961 | 102,933 | 58 | % | |||||
| All Other1 | 9,428 | 4,964 | 90 | % | 26,888 | 133,188 | (80) | % | ||||
| 330,712 | 295,348 | 12 | % | 1,228,207 | 1,296,978 | (5) | % | |||||
| Operating expenses | ||||||||||||
| TDS Telecom | ||||||||||||
| Expenses excluding depreciation, amortization and accretion | 179,941 | 187,101 | (4) | % | 725,672 | 720,517 | 1 | % | ||||
| Depreciation, amortization and accretion | 76,720 | 71,713 | 7 | % | 300,196 | 270,660 | 11 | % | ||||
| Loss on impairment of intangible assets | 900 | 1,103 | (18) | % | 900 | 1,103 | (18) | % | ||||
| (Gain) loss on asset disposals, net | 7,163 | 4,032 | 78 | % | 15,054 | 12,376 | 22 | % | ||||
| (Gain) loss on sale of business and other exit costs, net | (17,886) | (49,108) | 64 | % | (23,121) | (49,108) | 53 | % | ||||
| 246,838 | 214,841 | 15 | % | 1,018,701 | 955,548 | 7 | % | |||||
| Array | ||||||||||||
| Expenses excluding depreciation, amortization and accretion | 38,204 | 43,733 | (13) | % | 163,929 | 175,553 | (7) | % | ||||
| Depreciation, amortization and accretion | 12,402 | 12,156 | 2 | % | 48,262 | 47,212 | 2 | % | ||||
| Loss on impairment of intangible assets | — | — | N/M | 47,679 | 136,234 | (65) | % | |||||
| (Gain) loss on asset disposals, net | 1,125 | 219 | N/M | 1,746 | 809 | N/M | ||||||
| (Gain) loss on license sales and exchanges, net | — | (900) | — | (6,123) | 3,460 | N/M | ||||||
| 51,731 | 55,208 | (6) | % | 255,493 | 363,268 | (30) | % | |||||
| All Other1 | ||||||||||||
| Expenses excluding depreciation, amortization and accretion | 14,610 | 14,989 | (3) | % | 48,721 | 180,882 | (73) | % | ||||
| Depreciation, amortization and accretion | 667 | 950 | (30) | % | 3,427 | 7,825 | (56) | % | ||||
| (Gain) loss on asset disposals, net | 36 | (9) | N/M | 47 | (44) | N/M | ||||||
| (Gain) loss on sale of business and other exit costs, net | — | (7,510) | N/M | (797) | (19,242) | 96 | % | |||||
| 15,313 | 8,420 | 82 | % | 51,398 | 169,421 | (70) | % | |||||
| Total operating expenses | 313,882 | 278,469 | 13 | % | 1,325,592 | 1,488,237 | (11) | % | ||||
| Operating income (loss) | ||||||||||||
| TDS Telecom | 14,118 | 49,454 | (71) | % | 19,657 | 105,309 | (81) | % | ||||
| Array | 8,597 | (29,119) | N/M | (92,532) | (260,335) | 64 | % | |||||
| All Other1 | (5,885) | (3,456) | (70) | % | (24,510) | (36,233) | (32) | % | ||||
| 16,830 | 16,879 | — | (97,385) | (191,259) | 49 | % | ||||||
| Other income (expense) | ||||||||||||
| Equity in earnings of unconsolidated entities | 26,792 | 38,506 | (30) | % | 176,101 | 163,623 | 8 | % | ||||
| Interest and dividend income | 12,263 | 6,933 | 77 | % | 40,307 | 27,201 | 48 | % | ||||
| Interest expense | (12,316) | (29,657) | 58 | % | (112,668) | (108,575) | (4) | % | ||||
| Short-term imputed spectrum lease income | 38,619 | — | N/M | 69,033 | — | N/M | ||||||
| Other, net | 3,112 | 2,541 | 22 | % | 13,574 | 5,622 | N/M | |||||
| Total other income | 68,470 | 18,323 | N/M | 186,347 | 87,871 | N/M | ||||||
| Income (loss) before income taxes | 85,300 | 35,202 | N/M | 88,962 | (103,388) | N/M | ||||||
| Income tax expense (benefit) | 22,936 | 14,728 | 56 | % | (62,184) | (22,067) | N/M | |||||
| Net income (loss) from continuing operations | 62,364 | 20,474 | N/M | 151,146 | (81,321) | N/M | ||||||
| Less: Net income (loss) from continuing operations attributable to noncontrolling interests, net of tax | 7,839 | 2,163 | N/M | 33,742 | (9,150) | N/M | ||||||
| Net income (loss) from continuing operations attributable to TDS shareholders | $ | 54,525 | $ | 18,311 | N/M | $ | 117,404 | $ | (72,171) | N/M | ||
| Telephone and Data Systems, Inc. | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Consolidated Statement of Operations Highlights | ||||||||||||
| (Unaudited) | ||||||||||||
| Three Months Ended<br>December 31, | Year Ended<br>December 31, | |||||||||||
| 2025 | 2024 | 2025<br><br>vs. 2024 | 2025 | 2024 | 2025<br><br>vs. 2024 | |||||||
| (Dollars and shares in thousands, except per share amounts) | ||||||||||||
| Net income (loss) from discontinued operations | $ | 1,246 | $ | (13,313) | N/M | $ | (130,904) | $ | 54,840 | N/M | ||
| Less: Net income (loss) from discontinued operations attributable to noncontrolling interests, net of tax | (701) | (865) | (19) | % | (7,264) | 10,374 | N/M | |||||
| Net income (loss) from discontinued operations attributable to TDS shareholders | 1,947 | (12,448) | N/M | (123,640) | 44,466 | N/M | ||||||
| Net income (loss) | 63,610 | 7,161 | N/M | 20,242 | (26,481) | N/M | ||||||
| Less: Net income attributable to noncontrolling interests, net of tax | 7,138 | 1,298 | N/M | 26,478 | 1,224 | N/M | ||||||
| Net income (loss) attributable to TDS shareholders | 56,472 | 5,863 | N/M | (6,236) | (27,705) | 77 | % | |||||
| TDS Preferred Share dividends | 17,306 | 17,306 | — | 69,225 | 69,225 | — | ||||||
| Net income (loss) attributable to TDS common shareholders | $ | 39,166 | $ | (11,443) | N/M | $ | (75,461) | $ | (96,930) | 22 | % | |
| Basic weighted average shares outstanding | 114,767 | 114,282 | – | 115,179 | 113,714 | 1 | % | |||||
| Basic earnings (loss) per share from continuing operations attributable to TDS common shareholders | $ | 0.32 | $ | 0.01 | N/M | $ | 0.42 | $ | (1.24) | N/M | ||
| Basic earnings (loss) per share from discontinued operations attributable to TDS common shareholders | $ | 0.02 | $ | (0.11) | N/M | $ | (1.08) | $ | 0.39 | N/M | ||
| Basic earnings (loss) per share attributable to TDS common shareholders | $ | 0.34 | $ | (0.10) | N/M | $ | (0.66) | $ | (0.85) | 23 | % | |
| Diluted weighted average shares outstanding | 117,516 | 118,273 | (1) | % | 118,563 | 113,714 | 4 | % | ||||
| Diluted earnings (loss) per share from continuing operations attributable to TDS common shareholders | $ | 0.32 | $ | 0.01 | N/M | $ | 0.39 | $ | (1.24) | N/M | ||
| Diluted earnings (loss) per share from discontinued operations attributable to TDS common shareholders | $ | 0.01 | $ | (0.11) | N/M | $ | (1.04) | $ | 0.39 | N/M | ||
| Diluted earnings (loss) per share attributable to TDS common shareholders | $ | 0.33 | $ | (0.10) | N/M | $ | (0.65) | $ | (0.85) | 23 | % | |
| N/M - Percentage change not meaningful. |
1 Consists of TDS corporate, intercompany eliminations and all other business operations not included in the Array and TDS Telecom segments.
Telephone and Data Systems, Inc.
Consolidated Statement of Cash Flows
(Unaudited)
| Year Ended December 31, | 2025 | 2024 | ||
|---|---|---|---|---|
| (Dollars in thousands) | ||||
| Cash flows from operating activities | ||||
| Net income (loss) | $ | 20,242 | $ | (26,481) |
| Net income (loss) from discontinued operations | (130,904) | 54,840 | ||
| Net income (loss) from continuing operations | 151,146 | (81,321) | ||
| Add (deduct) adjustments to reconcile net income (loss) to net cash flows from operating activities | ||||
| Depreciation, amortization and accretion | 351,885 | 325,697 | ||
| Bad debts expense | 8,172 | 7,424 | ||
| Stock-based compensation expense | 27,174 | 18,335 | ||
| Deferred income taxes, net | (66,190) | (20,978) | ||
| Equity in earnings of unconsolidated entities | (176,101) | (163,623) | ||
| Distributions from unconsolidated entities | 215,599 | 168,701 | ||
| Loss on impairment of intangible assets | 48,579 | 137,337 | ||
| (Gain) loss on asset disposals, net | 16,847 | 13,141 | ||
| (Gain) loss on sale of business and other exit costs, net | (23,918) | (68,350) | ||
| (Gain) loss on license sales and exchanges, net | (6,123) | 3,460 | ||
| Other operating activities | 29,617 | 4,576 | ||
| Changes in assets and liabilities from operations | ||||
| Accounts receivable | (24,189) | 6,185 | ||
| Inventory | (10) | (327) | ||
| Accounts payable | (9,830) | (56,066) | ||
| Customer deposits and deferred revenues | (70,569) | 399 | ||
| Accrued taxes | (19,837) | (5,105) | ||
| Other assets and liabilities | (113,968) | 6,295 | ||
| Net cash provided by operating activities - continuing operations | 338,284 | 295,780 | ||
| Net cash provided by operating activities - discontinued operations | 251,605 | 850,093 | ||
| Net cash provided by operating activities | 589,889 | 1,145,873 | ||
| Cash flows from investing activities | ||||
| Cash paid for additions to property, plant and equipment | (390,529) | (365,446) | ||
| Cash paid for licenses | (4,175) | (19,198) | ||
| Cash received from divestitures | 72,342 | 147,267 | ||
| Other investing activities | 4,067 | 1,449 | ||
| Net cash used in investing activities - continuing operations | (318,295) | (235,928) | ||
| Net cash provided by (used in) investing activities - discontinued operations | 2,462,399 | (518,572) | ||
| Net cash provided by (used in) investing activities | 2,144,104 | (754,500) | ||
| Cash flows from financing activities | ||||
| Issuance of long-term debt | 325,000 | 440,000 | ||
| Repayment of long-term debt | (1,962,116) | (455,548) | ||
| Tax withholdings, net of cash receipts, for TDS stock-based compensation awards | (1,275) | (2,308) | ||
| Tax withholdings, net of cash receipts, for Array stock-based compensation awards | (63,446) | (11,246) | ||
| Repurchase of TDS Common Shares | (108,129) | — | ||
| Repurchase of Array Common Shares | (21,360) | (54,091) | ||
| Dividends paid to TDS shareholders | (87,670) | (104,383) | ||
| Array dividends paid to noncontrolling public shareholders | (358,579) | — | ||
| Payment of debt issuance costs | (8,830) | (16,170) | ||
| Distributions to noncontrolling interests | (21,932) | (4,716) | ||
| Cash paid for software license agreements | (1,933) | (1,251) | ||
| Other financing activities | (16,258) | (1,115) | ||
| Net cash used in financing activities - continuing operations | (2,326,528) | (210,828) | ||
| Net cash used in financing activities - discontinued operations | (20,537) | (66,631) | ||
| Net cash used in financing activities | (2,347,065) | (277,459) | ||
| Net increase in cash, cash equivalents and restricted cash | 386,928 | 113,914 | ||
| Cash, cash equivalents and restricted cash | ||||
| Beginning of period | 383,222 | 269,308 | ||
| End of period | $ | 770,150 | $ | 383,222 |
Telephone and Data Systems, Inc.
Consolidated Balance Sheet Highlights
(Unaudited)
ASSETS
| December 31, | 2025 | 2024 | ||
|---|---|---|---|---|
| (Dollars in thousands) | ||||
| Current assets | ||||
| Cash and cash equivalents | $ | 765,952 | $ | 363,612 |
| Accounts receivable, net | 109,981 | 98,552 | ||
| Inventory, net | 4,062 | 4,052 | ||
| Prepaid expenses | 28,206 | 32,367 | ||
| Income taxes receivable | 1,292 | 2,487 | ||
| Current assets of discontinued operations | — | 1,163,032 | ||
| Other current assets | 13,976 | 31,088 | ||
| Total current assets | 923,469 | 1,695,190 | ||
| Non-current assets held for sale | 1,598,131 | 12 | ||
| Non-current assets of discontinued operations | — | 4,499,561 | ||
| Licenses | 1,642,972 | 3,289,648 | ||
| Other intangible assets, net | 131,673 | 160,804 | ||
| Investments in unconsolidated entities | 461,922 | 500,471 | ||
| Property, plant and equipment, net | 2,965,455 | 2,876,214 | ||
| Operating lease right-of-use assets | 515,081 | 520,902 | ||
| Other assets and deferred charges | 159,600 | 139,430 | ||
| Total assets | $ | 8,398,303 | $ | 13,682,232 |
Telephone and Data Systems, Inc.
Consolidated Balance Sheet Highlights
(Unaudited)
LIABILITIES AND EQUITY
| December 31, | 2025 | 2024 | ||
|---|---|---|---|---|
| (Dollars in thousands, except per share amounts) | ||||
| Current liabilities | ||||
| Current portion of long-term debt | $ | 5,274 | $ | 31,131 |
| Accounts payable | 115,822 | 74,866 | ||
| Customer deposits and deferred revenues | 125,140 | 46,992 | ||
| Accrued interest | 2,836 | 8,999 | ||
| Accrued taxes | 46,721 | 36,561 | ||
| Accrued compensation | 56,774 | 147,061 | ||
| Short-term operating lease liabilities | 26,180 | 27,529 | ||
| Current liabilities of discontinued operations | 20,242 | 671,575 | ||
| Other current liabilities | 41,322 | 44,980 | ||
| Total current liabilities | 440,311 | 1,089,694 | ||
| Non-current liabilities of discontinued operations | — | 2,310,660 | ||
| Deferred liabilities and credits | ||||
| Deferred income tax liability, net | 743,633 | 980,769 | ||
| Long-term operating lease liabilities | 549,617 | 540,904 | ||
| Other deferred liabilities and credits | 574,025 | 460,676 | ||
| Long-term debt, net | 823,364 | 2,415,686 | ||
| Noncontrolling interests with redemption features | — | 15,831 | ||
| Total equity | 5,267,353 | 5,868,012 | ||
| Total liabilities and equity | $ | 8,398,303 | $ | 13,682,232 |
Balance Sheet Highlights
(Unaudited)
| December 31, 2025 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| TDS<br><br>Telecom | Array | TDS Corporate<br><br>& Other | Intercompany<br><br>Eliminations | TDS<br><br>Consolidated | ||||||
| (Dollars in thousands) | ||||||||||
| Cash and cash equivalents | $ | 144,968 | $ | 113,400 | $ | 655,894 | $ | (148,310) | $ | 765,952 |
| Licenses and other intangible assets | $ | 131,826 | $ | 1,642,187 | $ | 632 | $ | — | $ | 1,774,645 |
| Investment in unconsolidated entities | 3,947 | 412,608 | 55,868 | (10,501) | 461,922 | |||||
| $ | 135,773 | $ | 2,054,795 | $ | 56,500 | $ | (10,501) | $ | 2,236,567 | |
| Property, plant and equipment, net | $ | 2,562,057 | $ | 388,999 | $ | 14,399 | $ | — | $ | 2,965,455 |
| Long-term debt, net: | ||||||||||
| Current portion | $ | 160 | $ | 4,063 | $ | 1,051 | $ | — | $ | 5,274 |
| Non-current portion | 2,887 | 670,258 | 150,219 | — | 823,364 | |||||
| $ | 3,047 | $ | 674,321 | $ | 151,270 | $ | — | $ | 828,638 |
TDS Telecom Highlights
(Unaudited)
| Three Months Ended<br>December 31, | Year Ended<br>December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 vs. 2024 | 2025 | 2024 | 2025 vs. 2024 | |||||||
| (Dollars in thousands) | ||||||||||||
| Operating revenues | ||||||||||||
| Residential | ||||||||||||
| Incumbent | $ | 80,179 | $ | 86,164 | (7) | % | $ | 332,347 | $ | 355,395 | (6) | % |
| Expansion | 41,935 | 31,373 | 34 | % | 152,531 | 114,113 | 34 | % | ||||
| Cable | 58,847 | 64,787 | (9) | % | 245,100 | 270,444 | (9) | % | ||||
| Total residential | 180,961 | 182,324 | (1) | % | 729,978 | 739,952 | (1) | % | ||||
| Commercial | 33,941 | 37,374 | (9) | % | 137,258 | 147,564 | (7) | % | ||||
| Wholesale | 45,965 | 44,363 | 4 | % | 170,499 | 172,520 | (1) | % | ||||
| Total service revenues | 260,867 | 264,061 | (1) | % | 1,037,735 | 1,060,036 | (2) | % | ||||
| Equipment revenues | 89 | 234 | (62) | % | 623 | 821 | (24) | % | ||||
| Total operating revenues | 260,956 | 264,295 | (1) | % | 1,038,358 | 1,060,857 | (2) | % | ||||
| Cost of operations (excluding Depreciation, amortization and accretion reported below) | 99,351 | 103,047 | (4) | % | 399,616 | 399,815 | — | |||||
| Cost of equipment and products | 193 | 208 | (8) | % | 754 | 723 | 4 | % | ||||
| Selling, general and administrative expenses | 80,397 | 83,846 | (4) | % | 325,302 | 319,979 | 2 | % | ||||
| Depreciation, amortization and accretion | 76,720 | 71,713 | 7 | % | 300,196 | 270,660 | 11 | % | ||||
| Loss on impairment of intangible assets | 900 | 1,103 | (18) | % | 900 | 1,103 | (18) | % | ||||
| (Gain) loss on asset disposals, net | 7,163 | 4,032 | 78 | % | 15,054 | 12,376 | 22 | % | ||||
| (Gain) loss on sale of business and other exit costs, net | (17,886) | (49,108) | 64 | % | (23,121) | (49,108) | 53 | % | ||||
| Total operating expenses | 246,838 | 214,841 | 15 | % | 1,018,701 | 955,548 | 7 | % | ||||
| Operating income | $ | 14,118 | $ | 49,454 | (71) | % | $ | 19,657 | $ | 105,309 | (81) | % |
| Array Digital Infrastructure, Inc. Highlights | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (Unaudited) | ||||||||||||
| Three Months Ended<br>December 31, | Year Ended<br>December 31, | |||||||||||
| Array | 2025 | 2024 | 2025<br>vs. 2024 | 2025 | 2024 | 2025<br>vs. 2024 | ||||||
| (Dollars in thousands) | ||||||||||||
| Operating revenues | ||||||||||||
| Site rental | $ | 54,990 | $ | 26,019 | N/M | $ | 154,654 | $ | 102,610 | 51 | % | |
| Services | 5,338 | 70 | N/M | 8,307 | 323 | N/M | ||||||
| Total operating revenues | 60,328 | 26,089 | N/M | 162,961 | 102,933 | 58 | % | |||||
| Operating expenses | ||||||||||||
| Cost of operations (excluding Depreciation, amortization and accretion reported below) | 22,823 | 20,174 | 13 | % | 79,485 | 72,997 | 9 | % | ||||
| Selling, general and administrative | 15,381 | 23,559 | (35) | % | 84,444 | 102,556 | (18) | % | ||||
| Depreciation, amortization and accretion | 12,402 | 12,156 | 2 | % | 48,262 | 47,212 | 2 | % | ||||
| Loss on impairment of licenses | — | — | N/M | 47,679 | 136,234 | (65) | % | |||||
| (Gain) loss on asset disposals, net | 1,125 | 219 | N/M | 1,746 | 809 | N/M | ||||||
| (Gain) loss on license sales and exchanges, net | — | (900) | N/M | (6,123) | 3,460 | N/M | ||||||
| Total operating expenses | 51,731 | 55,208 | (6) | % | 255,493 | 363,268 | (30) | % | ||||
| Operating income (loss) | $ | 8,597 | $ | (29,119) | N/M | $ | (92,532) | $ | (260,335) | 64 | % |
N/M - Percentage change not meaningful
Telephone and Data Systems, Inc.
Financial Measures
(Unaudited)
Free Cash Flow
| Year Ended<br>December 31, | |||||
|---|---|---|---|---|---|
| TDS Consolidated | 2025 | 2024 | |||
| (Dollars in thousands) | |||||
| Cash flows from operating activities - continuing operations (GAAP) | $ | 338,284 | $ | 295,780 | |
| Cash paid for additions to property, plant and equipment | (390,529) | (365,446) | |||
| Cash paid for software license agreements | (1,933) | (1,251) | |||
| Free cash flow - continuing operations (Non-GAAP)1 | $ | (54,178) | $ | (70,917) |
1Free cash flow is a non-GAAP financial measure which TDS 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.
Telephone and Data Systems, Inc.
EBITDA, Adjusted EBITDA, Adjusted OIBDA and AFCF Reconciliations
(Unaudited)
The following table reconciles EBITDA, Adjusted EBITDA and Adjusted OIBDA to the corresponding GAAP measures, Net income (loss) and Income (loss) before income taxes.
| Three Months Ended<br>December 31, | Year Ended<br>December 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| TDS Telecom | 2025 | 2024 | 2025 | 2024 | ||||
| (Dollars in thousands) | ||||||||
| Net income (GAAP) | $ | 8,187 | $ | 34,008 | $ | 27,516 | $ | 84,901 |
| Add back or deduct: | ||||||||
| Income tax expense (benefit) | 9,595 | 20,301 | 10,157 | 35,040 | ||||
| Income before income taxes (GAAP) | 17,782 | 54,309 | 37,673 | 119,941 | ||||
| Add back or deduct: | ||||||||
| Interest expense | (2,487) | (1,676) | (6,654) | (5,197) | ||||
| Depreciation, amortization and accretion expense | 76,720 | 71,713 | 300,196 | 270,660 | ||||
| EBITDA (Non-GAAP) | 92,015 | 124,346 | 331,215 | 385,404 | ||||
| Add back or deduct: | ||||||||
| Expenses related to strategic alternatives review | 2,711 | — | 6,207 | — | ||||
| Loss on impairment of intangible assets | 900 | 1,103 | 900 | 1,103 | ||||
| (Gain) loss on asset disposals, net | 7,163 | 4,032 | 15,054 | 12,376 | ||||
| (Gain) loss on sale of business and other exit costs, net | (17,886) | (49,108) | (23,121) | (49,108) | ||||
| Adjusted EBITDA (Non-GAAP) | 84,903 | 80,373 | 330,255 | 349,775 | ||||
| Deduct: | ||||||||
| Equity in earnings of unconsolidated entities | — | (8) | 4 | (7) | ||||
| Interest and dividend income | 1,522 | 1,892 | 6,440 | 5,483 | ||||
| Other, net | (345) | 1,295 | 4,918 | 3,959 | ||||
| Adjusted OIBDA (Non-GAAP) | $ | 83,726 | $ | 77,194 | $ | 318,893 | $ | 340,340 |
| Three Months Ended<br>December 31, | Year Ended<br>December 31, | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Array | 2025 | 2024 | 2025 | 2024 | ||||
| (Dollars in thousands) | ||||||||
| Net income (loss) from continuing operations (GAAP) | $ | 41,764 | $ | 11,832 | $ | 172,267 | $ | (80,464) |
| Add back or deduct: | ||||||||
| Income tax expense (benefit) | 23,332 | (3,656) | (31,148) | (19,256) | ||||
| Income (loss) before income taxes (GAAP) | 65,096 | 8,176 | 141,119 | (99,720) | ||||
| Add back: | ||||||||
| Interest expense | 11,989 | 3,203 | 28,222 | 12,405 | ||||
| Depreciation, amortization and accretion expense | 12,402 | 12,156 | 48,262 | 47,212 | ||||
| EBITDA (Non-GAAP) | 89,487 | 23,535 | 217,603 | (40,103) | ||||
| Add back or deduct: | ||||||||
| Expenses related to strategic alternatives review | 95 | 1,607 | 2,444 | 21,521 | ||||
| Loss on impairment of licenses | — | — | 47,679 | 136,234 | ||||
| (Gain) loss on asset disposals, net | 1,125 | 219 | 1,746 | 809 | ||||
| (Gain) loss on license sales and exchanges, net | — | (900) | (6,123) | 3,460 | ||||
| Short-term imputed spectrum lease income | (38,619) | — | (69,033) | — | ||||
| Adjusted EBITDA (Non-GAAP) | 52,088 | 24,461 | 194,316 | 121,921 | ||||
| Deduct: | ||||||||
| Equity in earnings of unconsolidated entities | 26,301 | 37,919 | 173,754 | 161,364 | ||||
| Interest and dividend income | 3,649 | 2,579 | 18,917 | 11,656 | ||||
| Other, net | (81) | — | 169 | — | ||||
| Adjusted OIBDA (Non-GAAP) | $ | 22,219 | $ | (16,037) | $ | 1,476 | $ | (51,099) |
Array Adjusted Free Cash Flow (AFCF)
AFCF is a non-GAAP measure defined as Net income from continuing operations adjusted for the items set forth in the reconciliation below. AFCF is not a measure of financial performance under GAAP and should not be considered as an alternative to Net income from continuing operations or as an indicator of cash flows.
Management believes AFCF is a useful measure of Array’s cash generated from operations and its noncontrolling investment interests. The following table reconciles AFCF to the corresponding GAAP measure, Net income from continuing operations. This measure is presented following the sale of Array's wireless operations to T-Mobile on August 1, 2025, at which time the primary business operations for Array changed from providing wireless communications services to a standalone tower company. Array modified its AFCF metric for the three months ended December 31, 2025 to adjust for cash taxes paid in the quarter, which management believes best reflects cash generated from operations and investments. Under the modified presentation, the comparative calculation of AFCF for the three months ended September 30, 2025 would have been $63.4 million.
| Three Months Ended December 31, 2025 | ||
|---|---|---|
| (Dollars in thousands) | ||
| Net income from continuing operations - Array (GAAP) | $ | 41,764 |
| Add back or deduct: | ||
| Income tax expense | 23,332 | |
| Cash paid for income taxes | (191) | |
| Stock-based compensation expense | 259 | |
| Short-term imputed spectrum lease income | (38,619) | |
| Amortization of deferred debt charges | 946 | |
| Equity in earnings of unconsolidated entities | (26,301) | |
| Distributions from unconsolidated entities | 65,867 | |
| (Gain) loss on asset disposals, net | 1,125 | |
| Depreciation, amortization and accretion | 12,402 | |
| Expenses related to strategic alternatives review | 95 | |
| Straight line and other non-cash revenue adjustments | (5,190) | |
| Straight line expense adjustment | 1,398 | |
| Maintenance and other capital expenditures | (2,025) | |
| Adjusted Free Cash Flow from continuing operations - Array (Non-GAAP) | $ | 74,862 |
18