Equibles

8-K

TELEPHONE & DATA SYSTEMS INC /DE/ (TDS)

8-K 2025-11-07 For: 2025-11-07
View Original
Added on April 04, 2026

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): November 7, 2025

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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 November 7, 2025, Telephone and Data Systems, Inc. (TDS) issued a news release announcing its results of operations for the period ended September 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 dated November 7, 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.

TELEPHONE AND DATA SYSTEMS, INC.
Date: November 7, 2025 By: /s/ Vicki L. Villacrez
Vicki L. Villacrez
Executive Vice President and Chief Financial Officer

Document

NEWS RELEASE

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As previously announced, TDS will hold a teleconference on November 7, 2025, at 9:00 a.m. CST. Listen to the call live via the Events & Presentations page of investors.tdsinc.com.

TDS reports third quarter 2025 results

Announces new $500 million share repurchase authorization

CHICAGO (November 7, 2025) — Telephone and Data Systems, Inc. (NYSE:TDS) reported total operating revenues from continuing operations of $308.5 million for the third quarter of 2025, versus $327.5 million for the same period one year ago. Net income (loss) attributable to TDS common shareholders and related diluted earnings (loss) per share from continuing operations were $40.2 million and $0.33, respectively, for the third quarter of 2025 compared to $(100.4) million and $(0.88), respectively, in the same period one year ago.

Recent Highlights*

TDS

•Repurchased over one million TDS Common Shares during the third quarter

•Board approved new $500 million share repurchase program, additive to current authorization balance

TDS Telecom

•Executing on fiber broadband strategy

◦Delivered 42,000 marketable fiber services addresses in Q3 2025

◦Grew fiber connections —11,200 residential fiber net additions

◦TDS Telecom revenues down 3%, impacted by $6 million due to divestitures of non-strategic assets

Array

•Closed on the sale of wireless operations and select spectrum assets to T-Mobile on August 1, 2025

•Paid a $23 per share special dividend on August 19, 2025

•Commenced T-Mobile MLA on August 1, 2025, helping to drive a 68% increase in Site rental revenues, excluding non-cash amortization

•Entered into additional spectrum sales expected to result in aggregate proceeds of $178 million

•Announced appointment of Anthony Carlson as President and CEO effective November 16, 2025

*Comparisons are 3Q’24 to 3Q’25 unless otherwise noted. Note that in September 2024, TDS sold its Hosted and Managed Services (HMS) operations. This 2024 transaction affects year-over-year revenue comparisons at the consolidated level. HMS operating revenues were $34 million in Q3 2024.

“With a strong portfolio and increased financial flexibility, we see tremendous opportunities ahead for the TDS enterprise,” said Walter Carlson, TDS President and CEO. “We crossed the 1 million fiber passings milestone at TDS Telecom in the quarter and are continuing to execute on our robust fiber strategy through ongoing fiber expansion and E-ACAM programs.

“Now that we have Array established as a standalone tower company, we are ready to announce its next step in leadership, selecting Anthony Carlson to be Array’s President and CEO. Anthony’s substantial and increasing responsibilities at UScellular and TDS Telecom over the past six years provide him with the right foundation to lead Array’s growing tower business and provide strategic vision to its operations.

“We are extremely grateful to Doug Chambers for his nearly two decades of contributions, most recently overseeing the successful launch of Array as a new tower business. We wish Doug great success in his new endeavors.

“Further, the TDS Board adopted a $500 million share repurchase program as part of our overall capital allocation plan. The timing will be determined at the Company’s discretion and dependent upon successful closings of the announced spectrum transactions. This authorization reflects the Board’s confidence in the Company’s long-term strategy and demonstrates our balanced approach to capital allocation.”

2025 Estimated Results

TDS’ current estimates of full-year 2025 results for TDS Telecom are shown below. Such estimates represent management’s view as of November 7, 2025 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.

| 2025 Estimated Results | | --- || TDS Telecom | Previous | Current | | --- | --- | --- | | (Dollars in millions) | | | | Total operating revenues | $1,030-$1,050 | Unchanged | | Adjusted OIBDA1 (Non-GAAP) | $310-$340 | Unchanged | | Adjusted EBITDA1 (Non-GAAP) | $320-$350 | Unchanged | | Capital expenditures | $375-$425 | Unchanged |

The following tables reconcile EBITDA, Adjusted EBITDA and Adjusted OIBDA to the corresponding GAAP measures, Net income or Income before income taxes. In providing 2025 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.

2025 Estimated Results Actual Results
TDS Telecom Year Ended<br>December 31, 2024
(Estimated Results in millions; Actual Results in thousands)
Net income (GAAP) N/A $ 19,329 $ 84,901
Add back:
Income tax expense N/A 561 35,040
Income before income taxes (GAAP) 20-50 $ 19,890 $ 119,941
Add back:
Interest expense — (4,168) (5,197)
Depreciation, amortization and accretion expense 300 223,478 270,660
EBITDA (Non-GAAP)1 320-350 $ 239,200 $ 385,404
Add back or deduct:
Expenses related to strategic alternatives review — 3,497 —
Loss on impairment of intangible assets — — 1,103
(Gain) loss on asset disposals, net — 7,890 12,376
(Gain) loss on sale of business and other exit costs, net — (5,235) (49,108)
Adjusted EBITDA (Non-GAAP)1 320-350 $ 245,352 $ 349,775
Deduct:
Equity in earnings of unconsolidated entities — 4 (7)
Interest and dividend income 5 4,918 5,483
Other, net 5 5,262 3,959
Adjusted OIBDA (Non-GAAP)1 310-340 $ 235,168 $ 340,340

All values are in US Dollars.

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.

Stock Repurchase

During the third quarter, TDS repurchased 1,077,564 Common Shares for $40.7 million. In addition, the TDS Board authorized a new share repurchase program under which the Company may repurchase up to $500 million of its outstanding Common stock. This new repurchase program does not have an expiration and is additive to the existing share repurchase authorization.

Conference Call Information

TDS will hold a conference call on November 7, 2025 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/604881005

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

Julie Mathews, IRC, 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; whether the additional spectrum license sales to T-Mobile and the previously announced spectrum license sales to Verizon and AT&T will be consummated and the impact of the ongoing government shutdown on timing of closing these transactions; whether Array can monetize its remaining spectrum assets; strategic decisions regarding the tower business; intense competition; high inflation may increase costs beyond what TDS can recover through price increases; 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; changes in demand, consumer preferences and perceptions, price competition, or churn rates; advances 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; extreme weather events; and the impact, duration and severity of public health emergencies. 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, as updated by any TDS Form 10-Q filed subsequent to such 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)
Three Months Ended<br>September 30, 2025
Capital expenditures from continuing operations (thousands) $ 7,927
Owned towers 4,449
Number of colocations1 4,517
Tower tenancy rate2 1.02

1Represents instances where a third-party rents or leases space on a company-owned tower. 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. 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 9/30/2025 6/30/2025 3/31/2025 12/31/2024 9/30/2024
Residential connections
Broadband
Incumbent Fiber 123,500 121,200 119,700 118,500 115,900
Incumbent Copper 102,000 106,500 112,600 116,900 125,600
Expansion Fiber 150,700 141,800 133,200 126,100 115,300
Cable 186,100 188,200 190,200 191,500 195,900
Total Broadband 562,400 557,700 555,800 553,000 552,700
Video 114,300 116,500 118,700 121,000 122,100
Voice 242,200 248,700 256,900 261,600 271,300
Wireless 2,200 1,600 900 100 —
Total Residential connections 921,100 924,500 932,300 935,700 946,100
Commercial connections 180,300 184,300 187,600 190,500 197,200
Total connections1 1,101,300 1,108,800 1,119,900 1,126,300 1,143,300
Total residential fiber net adds 11,200 10,300 8,300 13,600 10,400
Total residential broadband net adds 4,600 3,900 2,800 7,900 2,700
Residential fiber churn2 1.5 % 1.1 % 0.9 % 1.0 % 1.3 %
Total residential broadband churn 1.7 % 1.5 % 1.3 % 1.4 % 1.7 %
Residential revenue per connection3 $ 65.66 $ 65.85 $ 65.67 $ 64.72 $ 65.41
Capital expenditures (thousands) $ 102,429 $ 90,187 $ 58,870 $ 81,743 $ 77,904

Numbers may not foot due to rounding.

1Q3 2024 total connections include 22,600 connections that were part of subsequent divestitures.

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>September 30, Nine Months Ended<br>September 30,
2025 2024 2025<br>vs. 2024 2025 2024 2025<br>vs. 2024
(Dollars and shares in thousands, except per share amounts)
Operating revenues
TDS Telecom $ 255,111 $ 262,662 (3) % $ 777,403 $ 796,562 (2) %
Array 47,119 25,739 83 % 102,632 76,845 34 %
All Other1 6,291 39,096 (84) % 17,460 128,223 (86) %
308,521 327,497 (6) % 897,495 1,001,630 (10) %
Operating expenses
TDS Telecom
Expenses excluding depreciation, amortization and accretion 181,636 182,132 — 545,732 533,416 2 %
Depreciation, amortization and accretion 78,901 67,664 17 % 223,478 198,947 12 %
(Gain) loss on asset disposals, net 22 2,680 (99) % 7,890 8,344 (5) %
(Gain) loss on sale of business and other exit costs, net 2,844 — N/M (5,235) — N/M
263,403 252,476 4 % 771,865 740,707 4 %
Array
Expenses excluding depreciation, amortization and accretion 41,501 39,439 5 % 125,725 131,819 (5) %
Depreciation, amortization and accretion 11,868 12,237 (3) % 35,860 35,058 2 %
Loss on impairment of licenses 47,679 136,234 (65) % 47,679 136,234 (65) %
(Gain) loss on asset disposals, net 707 196 N/M 620 590 5 %
(Gain) loss on license sales and exchanges, net (1,323) (2,200) 40 % (6,123) 4,360 N/M
100,432 185,906 (46) % 203,761 308,061 (34) %
All Other1
Expenses excluding depreciation and amortization 11,683 49,648 (76) % 34,110 165,894 (79) %
Depreciation and amortization 977 981 — 2,757 6,875 (60) %
(Gain) loss on asset disposals, net — (53) 99 % 14 (36) N/M
(Gain) loss on sale of business and other exit costs, net — (11,733) N/M (797) (11,733) 93 %
12,660 38,843 (67) % 36,084 161,000 (78) %
Total operating expenses 376,495 477,225 (21) % 1,011,710 1,209,768 (16) %
Operating income (loss)
TDS Telecom (8,292) 10,186 N/M 5,538 55,855 (90) %
Array (53,313) (160,167) 67 % (101,129) (231,216) 56 %
All Other1 (6,369) 253 N/M (18,624) (32,777) 43 %
(67,974) (149,728) 55 % (114,215) (208,138) 45 %
Other income (expense)
Equity in earnings of unconsolidated entities 69,838 43,415 61 % 149,309 125,117 19 %
Interest and dividend income 15,663 7,952 97 % 28,044 20,268 38 %
Interest expense (47,278) (32,694) (45) % (100,352) (78,918) (27) %
Short-term imputed spectrum lease income 30,413 — N/M 30,413 — N/M
Other, net 5,347 1,035 N/M 10,464 3,081 N/M
Total other expense 73,983 19,708 N/M 117,878 69,548 69 %
Income (loss) before income taxes 6,009 (130,020) N/M 3,663 (138,590) N/M
Income tax expense (benefit) (72,772) (30,656) N/M (85,119) (36,795) N/M
Net income (loss) from continuing operations 78,781 (99,364) N/M 88,782 (101,795) N/M
Less: Net income (loss) from continuing operations attributable to noncontrolling interests, net of tax 21,236 (16,222) N/M 25,903 (11,313) N/M
Net income (loss) from continuing operations attributable to TDS shareholders $ 57,545 $ (83,142) N/M $ 62,879 $ (90,482) N/M
Telephone and Data Systems, Inc.
--- --- --- --- --- --- --- --- --- --- --- --- ---
Consolidated Statement of Operations Highlights
(Unaudited)
Three Months Ended<br>September 30, Nine Months Ended<br>September 30,
2025 2024 2025<br>vs. 2024 2025 2024 2025<br>vs. 2024
(Dollars and shares in thousands, except per share amounts)
Net income (loss) from discontinued operations $ (151,899) $ 20,825 N/M $ (132,150) $ 68,153 N/M
Less: Net income (loss) from discontinued operations attributable to noncontrolling interests, net of tax (12,604) 3,421 N/M (6,563) 11,238 N/M
Net income (loss) from discontinued operations attributable to TDS shareholders (139,295) 17,404 N/M (125,587) 56,915 N/M
Net income (loss) (73,118) (78,539) 7 % (43,368) (33,642) (29) %
Less: Net income (loss) attributable to noncontrolling interests, net of tax 8,632 (12,801) N/M 19,340 (75) N/M
Net income (loss) attributable to TDS shareholders (81,750) (65,738) (24) % (62,708) (33,567) (87) %
TDS Preferred Share dividends 17,306 17,306 — 51,919 51,919 —
Net income (loss) attributable to TDS common shareholders $ (99,056) $ (83,044) (19) % $ (114,627) $ (85,486) (34) %
Basic weighted average shares outstanding 116,126 114,029 2 % 115,318 113,523 2 %
Basic earnings (loss) per share from continuing operations attributable to TDS common shareholders $ 0.35 $ (0.88) N/M $ 0.10 $ (1.25) N/M
Basic earnings (loss) per share from discontinued operations attributable to TDS common shareholders $ (1.20) $ 0.15 N/M $ (1.09) $ 0.50 N/M
Basic earnings (loss) per share attributable to TDS common shareholders $ (0.85) $ (0.73) (17) % $ (0.99) $ (0.75) (32) %
Diluted weighted average shares outstanding 118,844 114,029 4 % 118,786 113,523 5 %
Diluted earnings (loss) per share from continuing operations attributable to TDS common shareholders $ 0.33 $ (0.88) N/M $ 0.07 $ (1.25) N/M
Diluted earnings (loss) per share from discontinued operations attributable to TDS common shareholders $ (1.17) $ 0.15 N/M $ (1.06) $ 0.50 N/M
Diluted earnings (loss) per share attributable to TDS common shareholders $ (0.84) $ (0.73) (15) % $ (0.99) $ (0.75) (31) %

N/M - Percentage change not meaningful.

1Consists 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)
Nine Months Ended<br>September 30,
2025 2024
(Dollars in thousands)
Cash flows from operating activities
Net income (loss) $ (43,368) $ (33,642)
Net income (loss) from discontinued operations (132,150) 68,153
Net income (loss) from continuing operations 88,782 (101,795)
Add (deduct) adjustments to reconcile net income (loss) to net cash flows from operating activities
Depreciation, amortization and accretion 262,095 240,880
Bad debts expense 5,951 5,586
Stock-based compensation expense 22,336 12,494
Deferred income taxes, net (80,486) (43,957)
Equity in earnings of unconsolidated entities (149,309) (125,117)
Distributions from unconsolidated entities 149,732 106,458
Loss on impairment of licenses 47,679 136,234
(Gain) loss on asset disposals, net 8,524 8,898
(Gain) loss on sale of business and other exit costs, net (6,032) (11,733)
(Gain) loss on license sales and exchanges, net (6,123) 4,360
Other operating activities 19,451 3,004
Changes in assets and liabilities from operations
Accounts receivable (8,023) 8,744
Inventory 14 (1,648)
Accounts payable 29,225 (49,151)
Customer deposits and deferred revenues (31,105) 267
Accrued taxes (22,974) 10,579
Accrued interest (3,741) 5,266
Other assets and liabilities (101,156) (63,473)
Net cash provided by operating activities - continuing operations 224,840 145,896
Net cash provided by operating activities - discontinued operations 345,473 787,214
Net cash provided by operating activities 570,313 933,110
Cash flows from investing activities
Cash paid for additions to property, plant and equipment (262,059) (269,198)
Cash paid for licenses (4,175) (16,563)
Cash received from divestitures 29,389 90,503
Other investing activities 3,168 628
Net cash provided by (used in) investing activities - continuing operations (233,677) (194,630)
Net cash provided by (used in) investing activities - discontinued operations 2,462,399 (385,077)
Net cash provided by (used in) investing activities 2,228,722 (579,707)
Cash flows from financing activities
Issuance of long-term debt 325,000 440,000
Repayment of long-term debt (1,961,844) (408,301)
Tax withholdings, net of cash receipts, for TDS stock-based compensation awards (1,234) (10,599)
Tax withholdings, net of cash receipts, for Array stock-based compensation awards (63,506) (11,522)
Repurchase of TDS Common Shares (40,697) —
Repurchase of Array Common Shares (21,360) (25,628)
Dividends paid to TDS shareholders (65,801) (82,503)
Array dividends paid to noncontrolling public shareholders (358,579) —
Payment of debt issuance costs (6,459) (16,157)
Distributions to noncontrolling interests (21,131) (4,060)
Cash paid for software license agreements (1,436) (725)
Other financing activities (7,481) (84)
Net cash used in financing activities - continuing operations (2,224,528) (119,579)
Net cash used in financing activities - discontinued operations (20,537) (31,578)
Net cash used in financing activities (2,245,065) (151,157)
Net increase in cash, cash equivalents and restricted cash 553,970 202,246
Cash, cash equivalents and restricted cash
Beginning of period 383,222 269,308
End of period $ 937,192 $ 471,554
Telephone and Data Systems, Inc.
--- --- --- --- ---
Consolidated Balance Sheet Highlights
(Unaudited)
ASSETS
September 30, 2025 December 31, 2024
(Dollars in thousands)
Current assets
Cash and cash equivalents $ 932,994 $ 363,612
Accounts receivable, net 97,737 98,552
Inventory, net 4,039 4,052
Prepaid expenses 29,382 32,367
Income taxes receivable — 2,487
Current assets held for sale 1,633 —
Current assets of discontinued operations — 1,163,032
Other current assets 13,959 31,088
Total current assets 1,079,744 1,695,190
Non-current assets held for sale 1,617,872 12
Non-current assets of discontinued operations — 4,499,561
Licenses 1,650,288 3,289,648
Other intangible assets, net 138,956 160,804
Investments in unconsolidated entities 500,997 500,471
Property, plant and equipment, net 2,883,529 2,876,214
Operating lease right-of-use assets 523,104 520,902
Other assets and deferred charges 137,888 139,430
Total assets $ 8,532,378 $ 13,682,232
Telephone and Data Systems, Inc.
--- --- --- --- ---
Consolidated Balance Sheet Highlights
(Unaudited)
LIABILITIES AND EQUITY
September 30, 2025 December 31, 2024
(Dollars in thousands, except per share amounts)
Current liabilities
Current portion of long-term debt $ 3,186 $ 31,131
Accounts payable 120,996 74,866
Customer deposits and deferred revenues 164,582 46,992
Accrued interest 4,224 8,999
Accrued taxes 138,688 36,561
Accrued compensation 51,945 147,061
Short-term operating lease liabilities 26,481 27,529
Current liabilities of discontinued operations 1,228 —
Current liabilities held for sale 20,242 671,575
Other current liabilities 39,786 44,980
Total current liabilities 571,358 1,089,694
Non-current liabilities held for sale 3,599 —
Non-current liabilities of discontinued operations — 2,310,660
Deferred liabilities and credits
Deferred income tax liability, net 715,086 980,769
Long-term operating lease liabilities 555,101 540,904
Other deferred liabilities and credits 576,947 460,676
Long-term debt, net 825,312 2,415,686
Noncontrolling interests with redemption features — 15,831
Equity
TDS shareholders' equity
Series A Common and Common Shares, par value $0.01 per share 1,332 1,332
Capital in excess of par value 2,478,916 2,574,042
Preferred Shares, par value $0.01 per share 1,073,963 1,073,963
Treasury shares, at cost (405,489) (425,342)
Accumulated other comprehensive income 17,274 18,238
Retained earnings 1,301,051 1,849,009
Total TDS shareholders' equity 4,467,047 5,091,242
Noncontrolling interests 817,928 776,770
Total equity 5,284,975 5,868,012
Total liabilities and equity $ 8,532,378 $ 13,682,232
Balance Sheet Highlights
--- --- --- --- --- --- --- --- --- --- ---
(Unaudited)
September 30, 2025
TDS TDS Corporate Intercompany TDS
Array Telecom & Other Eliminations Consolidated
(Dollars in thousands)
Cash and cash equivalents $ 325,626 $ 148,479 $ 607,893 $ (149,004) $ 932,994
Licenses and other intangible assets $ 1,648,604 $ 140,008 $ 632 $ — $ 1,789,244
Investment in unconsolidated entities 452,174 3,947 55,347 (10,471) 500,997
$ 2,100,778 $ 143,955 $ 55,979 $ (10,471) $ 2,290,241
Property, plant and equipment, net $ 386,834 $ 2,481,583 $ 15,112 $ — $ 2,883,529
Long-term debt, net:
Current portion $ 2,031 $ 158 $ 997 $ — $ 3,186
Non-current portion 671,902 2,909 150,501 — 825,312
$ 673,933 $ 3,067 $ 151,498 $ — $ 828,498
TDS Telecom Highlights
--- --- --- --- --- --- --- --- --- --- --- --- ---
(Unaudited)
Three Months Ended<br>September 30, Nine Months Ended<br>September 30,
2025 2024 2025<br>vs. 2024 2025 2024 2025<br>vs. 2024
(Dollars in thousands)
Operating revenues
Residential
Incumbent $ 81,910 $ 89,682 (9) % $ 252,168 $ 269,231 (6) %
Expansion 39,610 28,878 37 % 110,596 82,740 34 %
Cable 60,231 67,158 (10) % 186,253 205,657 (9) %
Total residential 181,751 185,718 (2) % 549,017 557,628 (2) %
Commercial 34,066 36,304 (6) % 103,317 110,190 (6) %
Wholesale 39,153 40,438 (3) % 124,534 128,157 (3) %
Total service revenues 254,970 262,460 (3) % 776,868 795,975 (2) %
Equipment revenues 141 202 (30) % 535 587 (9) %
Total operating revenues 255,111 262,662 (3) % 777,403 796,562 (2) %
Cost of operations (excluding Depreciation, amortization and accretion reported below) 102,253 101,107 1 % 300,265 296,768 1 %
Cost of equipment and products 182 211 (14) % 562 514 9 %
Selling, general and administrative expenses 79,201 80,814 (2) % 244,905 236,134 4 %
Depreciation, amortization and accretion 78,901 67,664 17 % 223,478 198,947 12 %
(Gain) loss on asset disposals, net 22 2,680 (99) % 7,890 8,344 (5) %
(Gain) loss on sale of business and other exit costs, net 2,844 — N/M (5,235) — N/M
Total operating expenses 263,403 252,476 4 % 771,865 740,707 4 %
Operating income (loss) $ (8,292) $ 10,186 N/M $ 5,538 $ 55,855 (90) %

N/M - Percentage change not meaningful

Array Digital Infrastructure, Inc. Highlights

(Unaudited)

Three Months Ended<br>September 30, Nine Months Ended<br>September 30,
2025 2024 2025<br>vs. 2024 2025 2024 2025<br>vs. 2024
(Dollars in thousands)
Operating revenues
Site rental $ 45,838 $ 25,669 79 % $ 99,663 $ 76,591 30 %
Services 1,281 70 NM 2,969 254 NM
Total operating revenues 47,119 25,739 83 % 102,632 76,845 34 %
Operating expenses
Cost of operations (excluding Depreciation, amortization and accretion reported below) 20,976 18,263 15 % 56,662 52,822 7 %
Selling, general and administrative 20,525 21,176 (3) % 69,063 78,997 (13) %
Depreciation, amortization and accretion 11,868 12,237 (3) % 35,860 35,058 2 %
Loss on impairment of licenses 47,679 136,234 (65) % 47,679 136,234 (65) %
(Gain) loss on asset disposals, net 707 196 N/M 620 590 5 %
(Gain) loss on license sales and exchanges, net (1,323) (2,200) 40 % (6,123) 4,360 N/M
Total operating expenses 100,432 185,906 (46) % 203,761 308,061 (34) %
Operating income (loss) $ (53,313) $ (160,167) 67 % $ (101,129) $ (231,216) 56 %

N/M - Percentage change not meaningful

Telephone and Data Systems, Inc.

Financial Measures

(Unaudited)

Free Cash Flow

Nine Months Ended<br>September 30,
TDS CONSOLIDATED 2025 2024
(Dollars in thousands)
Cash flows from operating activities - continuing operations (GAAP) $ 224,840 $ 145,896
Cash paid for additions to property, plant and equipment (262,059) (269,198)
Cash paid for software license agreements (1,436) (725)
Free cash flow - continuing operations (Non-GAAP)1 $ (38,655) $ (124,027)

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)

EBITDA, Adjusted EBITDA and Adjusted OIBDA

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>September 30, Nine Months Ended<br>September 30,
TDS Telecom 2025 2024 2025 2024
(Dollars in thousands)
Net income (loss) (GAAP) $ (282) $ 9,391 $ 19,329 $ 50,893
Add back or deduct:
Income tax expense (benefit) (2,748) 4,323 561 14,739
Income (loss) before income taxes (GAAP) (3,030) 13,714 19,890 65,632
Add back:
Interest expense (1,743) (1,262) (4,168) (3,521)
Depreciation, amortization and accretion expense 78,901 67,664 223,478 198,947
EBITDA (Non-GAAP) 74,128 80,116 239,200 261,058
Add back or deduct:
Expenses related to strategic alternatives review 3,497 — 3,497 —
(Gain) loss on asset disposals, net 22 2,680 7,890 8,344
(Gain) loss on sale of business and other exit costs, net 2,844 — (5,235) —
Adjusted EBITDA (Non-GAAP) 80,491 — 82,796 245,352 269,402
Deduct:
Equity in earnings of unconsolidated entities 3 1 4 1
Interest and dividend income 1,824 1,368 4,918 3,591
Other, net 1,692 897 5,262 2,664
Adjusted OIBDA (Non-GAAP) $ 76,972 $ 80,530 $ 235,168 $ 263,146
Three Months Ended<br>September 30, Nine Months Ended<br>September 30,
--- --- --- --- --- --- --- --- ---
Array 2025 2024 2025 2024
(Dollars in thousands)
Net income (loss) from continuing operations (GAAP) $ 109,920 $ (95,701) $ 130,503 $ (92,296)
Add back or deduct:
Income tax expense (benefit) (62,701) (22,046) (54,479) (15,600)
Income (loss) before income taxes (GAAP) 47,219 (117,747) 76,024 (107,896)
Add back:
Interest expense 8,855 4,241 16,233 9,201
Depreciation, amortization and accretion expense 11,868 12,237 35,860 35,058
EBITDA (Non-GAAP) 67,942 (101,269) 128,117 (63,637)
Add back or deduct:
Expenses related to strategic alternatives review 489 1,253 2,349 19,913
Loss on impairment of licenses 47,679 136,234 47,679 136,234
(Gain) loss on asset disposals, net 707 196 620 590
(Gain) loss on license sales and exchanges, net (1,323) (2,200) (6,123) 4,360
Short-term imputed spectrum lease income (30,413) — (30,413) —
Adjusted EBITDA (Non-GAAP) 85,081 34,214 142,229 97,460
Deduct:
Equity in earnings of unconsolidated entities 69,811 43,109 147,453 123,445
Interest and dividend income 8,909 3,552 15,267 9,076
Other, net 254 — 253 —
Adjusted OIBDA (Non-GAAP) $ 6,107 $ (12,447) $ (20,744) $ (35,061)

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 investments. The following table reconciles AFCF to the corresponding GAAP measure, Net income from continuing operations. This measure will only be presented prospectively as following the sale of Array's wireless operations to T-Mobile on August 1, 2025, the primary business operations for Array changed from providing wireless communications services to a standalone tower company. In addition, Array continues to own noncontrolling interests in investments that earn significant income, and generate significant cash flows.

Three Months Ended September 30, 2025
(Dollars in thousands)
Net income from continuing operations - Array (GAAP) $ 109,920
Add back or deduct:
Deferred income taxes (80,572)
Short-term imputed spectrum lease income (30,413)
Amortization of deferred debt charges 274
Equity in earnings of unconsolidated entities (69,811)
Distributions from unconsolidated entities 61,794
(Gain) loss on license sales and exchanges, net (1,323)
(Gain) loss on asset disposals, net 707
Loss on impairment of licenses 47,679
Depreciation, amortization and accretion 11,868
Expenses related to strategic alternatives review 489
Straight line and other non-cash revenue adjustments (3,872)
Straight line expense adjustment 1,559
Maintenance and other capital expenditures (2,374)
Adjusted Free Cash Flow from continuing operations (Non-GAAP) $ 45,925

17

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