8-K

TELEPHONE & DATA SYSTEMS INC /DE/ (TDS)

8-K 2025-08-11 For: 2025-08-11
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): August 11, 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 August 11, 2025, Telephone and Data Systems, Inc. (TDS) 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.

TELEPHONE AND DATA SYSTEMS, INC.
Date: August 11, 2025 By: /s/ Vicki L. Villacrez
Vicki L. Villacrez
Executive Vice President and Chief Financial Officer

Document

Exhibit 99.1

NEWS RELEASE

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As previously announced, TDS 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.tdsinc.com.

TDS reports second quarter 2025 results

CHICAGO (August 11, 2025) — Telephone and Data Systems, Inc. (NYSE:TDS) reported total operating revenues of $1,186 million for the second quarter of 2025, versus $1,238 million for the same period one year ago. Net income (loss) attributable to TDS common shareholders and related diluted earnings (loss) per share were $(5) million and $(0.05), respectively, for the second quarter of 2025 compared to $(14) million and $(0.13), respectively, in the same period one year ago.

Recent Highlights*

Array

•On August 1, 2025, United States Cellular Corporation changed its name to Array Digital Infrastructure, Inc.SM (ArraySM)

•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

•Array declared a $23.00 per share special dividend payable to its shareholders 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

TDS Telecom

•Ken Dixon joined the organization as TDS Telecom President and CEO

•Executing on fiber broadband strategy

◦Delivered 27,000 marketable fiber services addresses in Q2 2025

◦Added 3,900 residential broadband net additions; Grew fiber connections —10,300 residential broadband net adds from fiber markets

•TDS Telecom revenues down 1%, impacted by divestitures of non-strategic assets

*Comparisons are 2Q’24 to 2Q’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 $38 million in Q2 2024.

“TDS has made significant progress on its strategic priorities,” said Walter Carlson, TDS President and CEO. “With the successful completion of the T-Mobile transaction, we delivered a key milestone in the company’s transformation, and positioned the continuing tower business for growth and value creation. Additionally, we are delighted that Ken Dixon, CEO of TDS Telecom, has joined the organization at a pivotal time for our fiber business. With a growing fiber network and strengthened tower operations, I see tremendous opportunities ahead for the TDS enterprise.”

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 August 11, 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.

Array is not providing 2025 financial guidance.

2025 Estimated Results
TDS Telecom Previous Current
--- --- ---
(Dollars in millions)
Total operating revenues $1,030-$1,070 $1,030-$1,050
Adjusted OIBDA1 (Non-GAAP) $310-$350 $310-$340
Adjusted EBITDA1 (Non-GAAP) $320-$360 $320-$350
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
(Dollars in millions)
Net income (GAAP) N/A $ 20 $ 85
Add back:
Income tax expense N/A 3 35
Income before income taxes (GAAP) 20-50 $ 23 $ 120
Add back:
Interest expense (2) (5)
Depreciation, amortization and accretion expense 300 145 271
EBITDA (Non-GAAP)1 320-350 $ 165 $ 385
Add back or deduct:
Loss on impairment of intangible assets 1
(Gain) loss on asset disposals, net 8 12
(Gain) loss on sale of business and other exit costs, net (8) (49)
Adjusted EBITDA (Non-GAAP)1 320-350 $ 165 $ 350
Deduct:
Interest and dividend income 5 3 5
Other, net 5 4 4
Adjusted OIBDA (Non-GAAP)1 310-340 $ 158 $ 340

All values are in US Dollars.

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 August 11, 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/378403075

▪Access the call by phone at (888)330-2384, conference ID: 1328528.

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 and voice through its TDS Telecom business. Its Array business leases and offers tower space to third-party carriers. 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

Colleen Thompson, Vice President - Corporate Relations

colleen.thompson@tdsinc.com

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 previously announced spectrum license sales to Verizon and AT&T will be consummated; whether Array can monetize its remaining spectrum assets; strategic decisions regarding the tower business; intense competition; 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; the effect on TDS' business if the collateral securing its secured term loan is foreclosed upon; 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

Array: investors.arrayinc.com

TDS Telecom: www.tdstelecom.com

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.

TDS Telecom
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
Residential connections
Broadband
Incumbent Fiber 121,200 119,700 118,500 115,900 113,100
Incumbent Copper 106,500 112,600 116,900 125,600 130,600
Expansion Fiber 141,800 133,200 126,100 115,300 107,800
Cable 188,200 190,200 191,500 195,900 198,500
Total Broadband 557,700 555,800 553,000 552,700 550,000
Video 116,500 118,700 121,000 122,100 124,800
Voice 248,700 256,900 261,600 271,300 275,600
Wireless 1,600 900 100
Total Residential connections 924,500 932,300 935,700 946,100 950,400
Commercial connections 184,300 187,600 190,500 197,200 201,500
Total connections1 1,108,800 1,119,900 1,126,300 1,143,300 1,152,000
Total residential fiber net adds 10,300 8,300 13,600 10,400 10,700
Total residential broadband net adds 3,900 2,800 7,900 2,700 2,100
Residential fiber churn2 1.1 % 0.9 % 1.0 % 1.3 % 1.2 %
Total residential broadband churn 1.5 % 1.3 % 1.4 % 1.7 % 1.7 %
Residential revenue per connection3 $ 65.85 $ 65.67 $ 64.72 $ 65.41 $ 65.26
Capital expenditures (millions) $ 90 $ 59 $ 82 $ 78 $ 78

Numbers may not foot due to rounding.

1Q2 2024 total connections include 23,700 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>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
Array $ 916 $ 927 (1) % $ 1,807 $ 1,877 (4) %
TDS Telecom 265 267 (1) % 522 534 (2) %
All Other1 5 44 (88) % 12 89 (88) %
1,186 1,238 (4) % 2,341 2,500 (6) %
Operating expenses
Array
Expenses excluding depreciation, amortization and accretion 720 713 1 % 1,407 1,442 (2) %
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
881 891 (1) % 1,731 1,789 (3) %
TDS Telecom
Expenses excluding depreciation, amortization and accretion 180 178 1 % 364 351 4 %
Depreciation, amortization and accretion 73 67 10 % 145 131 10 %
(Gain) loss on asset disposals, net 6 4 61 % 8 6 39 %
(Gain) loss on sale of business and other exit costs, net (8) N/M (8) N/M
251 248 1 % 508 488 4 %
All Other1
Expenses excluding depreciation and amortization 13 58 (77) % 26 111 (77) %
Depreciation and amortization 1 (65) % 2 7 (70) %
(Gain) loss on asset disposals, net 1 N/M (1) (23) %
(Gain) loss on sale of business and other exit costs, net N/M (1) N/M
14 60 (77) % 28 117 (77) %
Total operating expenses 1,146 1,199 (4) % 2,267 2,394 (5) %
Operating income (loss)
Array 35 36 (4) % 76 88 (13) %
TDS Telecom 14 19 (27) % 14 46 (70) %
All Other1 (9) (16) 45 % (16) (28) 42 %
40 39 2 % 74 106 (30) %
Other income (expense)
Equity in earnings of unconsolidated entities 43 39 9 % 79 82 (3) %
Interest and dividend income 6 7 (18) % 13 12 1 %
Interest expense (70) (73) 5 % (129) (131) 2 %
Other, net 2 1 N/M 5 2 N/M
Total other expense (19) (26) 28 % (32) (35) 8 %
Income before income taxes 21 13 61 % 42 71 (41) %
Income tax expense 3 6 (46) % 12 26 (54) %
Net income 18 7 N/M 30 45 (34) %
Less: Net income attributable to noncontrolling interests, net of tax 6 4 61 % 11 13 (16) %
Net income attributable to TDS shareholders 12 3 N/M 19 32 (41) %
TDS Preferred Share dividends 17 17 35 35
Net income (loss) attributable to TDS common shareholders $ (5) $ (14) 60 % $ (16) $ (3) N/M
Basic weighted average shares outstanding 115 114 1 % 115 113 1 %
Basic earnings (loss) per share attributable to TDS common shareholders $ (0.05) $ (0.13) 61 % $ (0.14) $ (0.02) N/M
Diluted weighted average shares outstanding 115 114 1 % 115 113 1 %
Diluted earnings (loss) per share attributable to TDS common shareholders $ (0.05) $ (0.13) 58 % $ (0.15) $ (0.03) N/M

N/M - Percentage change not meaningful.

Numbers may not foot due to rounding.

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)
Six Months Ended<br>June 30,
2025 2024
(Dollars in millions)
Cash flows from operating activities
Net income $ 30 $ 45
Add (deduct) adjustments to reconcile net income to net cash flows from operating activities
Depreciation, amortization and accretion 472 467
Bad debts expense 45 51
Stock-based compensation expense 44 29
Deferred income taxes, net 2 16
Equity in earnings of unconsolidated entities (79) (82)
Distributions from unconsolidated entities 88 80
(Gain) loss on asset disposals, net 12 16
(Gain) loss on sale of business and other exit costs, net (9)
(Gain) loss on license sales and exchanges, net (5) 7
Other operating activities 6 5
Changes in assets and liabilities from operations
Accounts receivable (29) 6
Equipment installment plans receivable 44 5
Inventory 52 54
Accounts payable (1) (14)
Customer deposits and deferred revenues (14) 7
Accrued taxes 4 7
Accrued interest (1) 5
Other assets and liabilities (54) (78)
Net cash provided by operating activities 607 626
Cash flows from investing activities
Cash paid for additions to property, plant and equipment (286) (451)
Cash paid for licenses (4) (15)
Cash received from divestitures 24
Other investing activities 2 1
Net cash used in investing activities (264) (465)
Cash flows from financing activities
Issuance of long-term debt 440
Repayment of long-term debt (17) (401)
Tax withholdings, net of cash receipts, for TDS stock-based compensation awards (25) (10)
Tax withholdings, net of cash receipts, for Array stock-based compensation awards (36) (12)
Repurchase of Array Common Shares (21)
Dividends paid to TDS shareholders (44) (61)
Payment of debt issuance costs (2) (16)
Distributions to noncontrolling interests (2) (3)
Cash paid for software license agreements (20) (21)
Other financing activities (1) (1)
Net cash used in financing activities (168) (85)
Net increase in cash, cash equivalents and restricted cash 175 76
Cash, cash equivalents and restricted cash
Beginning of period 384 270
End of period $ 559 $ 346
Telephone and Data Systems, Inc.
--- --- --- --- ---
Consolidated Balance Sheet Highlights
(Unaudited)
ASSETS
June 30, 2025 December 31, 2024
(Dollars in millions)
Current assets
Cash and cash equivalents $ 540 $ 364
Accounts receivable, net 1,006 1,041
Inventory, net 130 183
Prepaid expenses 76 72
Income taxes receivable 2 2
Other current assets 32 33
Total current assets 1,786 1,695
Licenses 4,592 4,588
Other intangible assets, net 146 161
Investments in unconsolidated entities 493 500
Property, plant and equipment, net 4,808 4,994
Operating lease right-of-use assets 975 982
Other assets and deferred charges 726 762
Total assets $ 13,526 $ 13,682
Telephone and Data Systems, 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 $ 37 $ 31
Accounts payable 268 280
Customer deposits and deferred revenues 270 283
Accrued interest 15 16
Accrued taxes 39 39
Accrued compensation 97 150
Short-term operating lease liabilities 148 153
Other current liabilities 127 138
Total current liabilities 1,001 1,090
Deferred liabilities and credits
Deferred income tax liability, net 982 981
Long-term operating lease liabilities 867 867
Other deferred liabilities and credits 815 809
Long-term debt, net 4,030 4,051
Noncontrolling interests with redemption features 16 16
Equity
TDS shareholders' equity
Series A Common and Common Shares, par value $0.01 per share 1 1
Capital in excess of par value 2,535 2,574
Preferred Shares, par value $0.01 per share 1,074 1,074
Treasury shares, at cost (389) (425)
Accumulated other comprehensive income 18 18
Retained earnings 1,765 1,849
Total TDS shareholders' equity 5,004 5,091
Noncontrolling interests 811 777
Total equity 5,815 5,868
Total liabilities and equity $ 13,526 $ 13,682
Balance Sheet Highlights
--- --- --- --- --- --- --- --- --- --- ---
(Unaudited)
June 30, 2025
TDS TDS Corporate Intercompany TDS
Array Telecom & Other Eliminations Consolidated
(Dollars in millions)
Cash and cash equivalents $ 386 $ 164 $ 153 $ (163) $ 540
Licenses and other intangible assets $ 4,583 $ 150 $ 5 $ $ 4,738
Investment in unconsolidated entities 444 4 52 (7) 493
$ 5,027 $ 154 $ 57 $ (7) $ 5,231
Property, plant and equipment, net $ 2,313 $ 2,479 $ 16 $ $ 4,808
Long-term debt, net:
Current portion $ 28 $ $ 9 $ $ 37
Non-current portion 2,819 3 1,208 4,030
$ 2,847 $ 3 $ 1,217 $ $ 4,067

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 OIBDA (Non-GAAP) $ 208 $ 227 (9) % $ 422 $ 456 (7) %
Adjusted EBITDA (Non-GAAP) $ 254 $ 268 (6) % $ 506 $ 542 (7) %
Capital expenditures $ 80 $ 165 (52) % $ 132 $ 295 (55) %

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 OIBDA (Non-GAAP) $ 174 $ 196 (11) % $ 355 $ 392 (9) %
Adjusted EBITDA (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 OIBDA (Non-GAAP) $ 34 $ 31 9 % $ 67 $ 64 4 %
Adjusted EBITDA (Non-GAAP) $ 34 $ 31 9 % $ 67 $ 64 4 %
Capital expenditures $ 3 $ 5 (51) % $ 5 $ 9 (47) %
TDS Telecom 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 in millions)
Operating revenues
Residential
Incumbent $ 85 $ 90 (6) % $ 170 $ 180 (5) %
Expansion 37 28 31 % 71 54 32 %
Cable 62 69 (10) % 126 138 (9) %
Total residential 183 186 (2) % 367 372 (1) %
Commercial 35 37 (6) % 69 74 (6) %
Wholesale 47 44 7 % 85 88 (3) %
Total service revenues 265 267 (1) % 522 534 (2) %
Equipment revenues (14) % 2 %
Total operating revenues 265 267 (1) % 522 534 (2) %
Cost of services 97 98 (1) % 198 196 1 %
Cost of equipment and products (6) % 25 %
Selling, general and administrative expenses 83 80 3 % 166 155 7 %
Depreciation, amortization and accretion 73 67 10 % 145 131 10 %
(Gain) loss on asset disposals, net 6 4 61 % 8 6 39 %
(Gain) loss on sale of business and other exit costs, net (8) N/M (8) N/M
Total operating expenses 251 248 1 % 508 488 4 %
Operating income $ 14 $ 19 (27) % $ 14 $ 46 (70) %

N/M - Percentage change not meaningful

Numbers may not foot due to rounding.

Telephone and Data Systems, Inc.

Financial Measures

(Unaudited)

Free Cash Flow

Three Months Ended<br>June 30, Six Months Ended<br>June 30,
TDS CONSOLIDATED 2025 2024 2025 2024
(Dollars in millions)
Cash flows from operating activities (GAAP) $ 422 $ 403 $ 607 $ 626
Cash paid for additions to property, plant and equipment (157) (216) (286) (451)
Cash paid for software license agreements (11) (11) (20) (21)
Free cash flow (Non-GAAP)1 $ 254 $ 176 $ 301 $ 154 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 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 and Adjusted OIBDA

(Unaudited)

The following table reconciles EBITDA, Adjusted EBITDA and Adjusted OIBDA to the corresponding GAAP measures, Net income and Income before income taxes. 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
(Dollars in millions)
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, net 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
Three Months Ended<br>June 30, Six Months Ended<br>June 30,
--- --- --- --- --- --- --- --- ---
TDS Telecom 2025 2024 2025 2024
(Dollars in millions)
Net income (GAAP) $ 16 $ 18 $ 20 $ 42
Add back or deduct:
Income tax expense 2 3 3 10
Income before income taxes (GAAP) 18 21 23 52
Add back:
Interest expense (1) (2) (2)
Depreciation, amortization and accretion expense 73 67 145 131
EBITDA (Non-GAAP) 90 88 165 181
Add back or deduct:
(Gain) loss on asset disposals, net 6 4 8 6
(Gain) loss on sale of business and other exit costs, net (8) (8)
Adjusted EBITDA (Non-GAAP) 89 91 165 187
Deduct:
Interest and dividend income 2 1 3 2
Other, net 2 1 4 2
Adjusted OIBDA (Non-GAAP) $ 85 $ 89 $ 158 $ 183

Numbers may not foot due to rounding.

16