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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


(Mark One)
☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March~~June 3130, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-14157


TELEPHONE AND DATA SYSTEMS, INC.
(Exact name of Registrant as specified in its charter)
Delaware						36-2669023
(State or other jurisdiction of incorporation or organization)						(IRS Employer Identification No.)

30 North LaSalle Street, Suite 4000, Chicago, Illinois 60602

(Address of principal executive offices) (Zip code)

Registrant's telephone number, including area code: (312) 630-1900

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

Depository 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

Depository 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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes

☒

☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes

☒

☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

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.

☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes

☐

☒

The number of shares outstanding of each of the issuer's classes of common stock, as of ~~March~~June 3130, 2025, is ~~107~~108 million Common Shares, $.01 par value, and 7 million Series A Common Shares, $.01 par value.

Telephone and Data Systems, Inc.

Quarterly Report on Form 10-Q

For the Period Ended ~~March~~June 3130, 2025

Index			Page No.
Management Discussion and Analysis of Financial Condition and Results of Operations			1
Executive Overview			1
Terms Used by TDS			4
Results of Operations – TDS Consolidated			5
UScellular Operations			7
Array Operations			8
Wireless Operations			9
Towers Operations			1213
TDS Telecom Operations			1415
Liquidity and Capital Resources			1921
Consolidated Cash Flow Analysis			2326
Consolidated Balance Sheet Analysis			2427
Supplemental Information Relating to Non-GAAP Financial Measures			2528
Application of Critical Accounting Policies and Estimates			2932
Private Securities Litigation Reform Act of 1995 Safe Harbor Cautionary Statement			3033
Risk Factors			3335
Quantitative and Qualitative Disclosures About Market Risk			3445
Financial Statements (Unaudited)			3546
Consolidated Statement of Operations			3546
Consolidated Statement of Cash Flows			3647
Consolidated Balance Sheet			3748
Consolidated Statement of Changes in Equity			3950
Notes to Consolidated Financial Statements			4154
Controls and Procedures			5471
Legal Proceedings			5572
Unregistered Sales of Equity Securities and Use of Proceeds			5673
Other Information			5774
Exhibits			5875
Form 10-Q Cross Reference Index			5976
Signatures			6077

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			Telephone and Data Systems, Inc. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Executive Overview

The following discussion and analysis compares Telephone and Data Systems, Inc.’s (TDS) financial results for the three and six months ended ~~March~~June 3130, 2025, to the three and six months ended ~~March~~June 3130, 2024. It should be read in conjunction with TDS’ interim consolidated financial statements and notes included herein, and with the description of TDS’ business, its audited consolidated financial statements and Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) included in TDS’ Annual Report on Form 10-K (Form 10-K) for the year ended December 31, 2024. Certain numbers included herein are rounded to millions for ease of presentation; however, certain calculated amounts and percentages are determined using the unrounded numbers.

This report contains statements that are not based on historical facts, which may be identified by words such as “believes,” “anticipates,” “estimates,” “expects,” “plans,” “intends,” “projects,” “will” and similar expressions. These statements constitute and represent “forward looking statements” as this term is defined in the Private Securities Litigation Reform Act of 1995. Such forward looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, events or developments to be significantly different from any future results, events or developments expressed or implied by such forward looking statements. See the disclosure under the heading Private Securities Litigation Reform Act of 1995 Safe Harbor Cautionary Statement elsewhere in this report for additional information.

The accounting policies of TDS conform to accounting principles generally accepted in the United States of America (GAAP). However, TDS uses certain “non-GAAP financial measures” in the MD&A and the business segment information. A discussion of the reasons TDS determines these metrics to be useful and reconciliations of these measures to their most directly comparable measures determined in accordance with GAAP are included in the disclosure under the heading Supplemental Information Relating to Non-GAAP Financial Measures within the MD&A of this report.

As of June 30, 2025, United States Cellular Corporation (UScellular) is a 82.5%-owned subsidiary of TDS. On August 1, 2025, UScellular changed its name to Array Digital Infrastructure, Inc. (Array). Array is used throughout this report even when referring to historical periods.

General

TDS is a diversified telecommunications company that provides high-quality communications services. toArray ~~approximately~~leases ~~5.5~~and ~~million~~offers ~~connections~~tower ~~nationwide~~space asto ofthird-party ~~March~~tenants 31on owned towers, ~~2025.~~holds ~~TDS~~noncontrolling ~~provides~~interests in wireless ~~services~~operating companies and ~~leases~~holds ~~tower~~certain ~~space~~wireless tospectrum ~~third-party~~licenses ~~carriers~~not onincluded ~~owned~~in ~~towers~~the ~~through~~sale of its ~~83%-owned~~wireless ~~subsidiary~~operations, ~~United~~which ~~States~~was ~~Cellular~~divested ~~Corporation~~on ~~(UScellular)~~August 1, 2025. TDS also provides broadband, video, voice and wireless services through its wholly-owned subsidiary, TDS Telecommunications LLC (TDS Telecom). TDS operates entirely in the United States. See Note 11 — Business Segment Information in the Notes to Consolidated Financial Statements for additional information about TDS' segments.

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TDS Mission and Strategy

TDS’ mission is to provide outstanding communications services to its customers and meet the needs of its shareholders, its people, and its communities. In pursuing this mission, TDS seeks to grow its businesses, create opportunities for its associates, support the communities it serves, and build value over the long term for its shareholders. Since its founding, TDS has been committed to bringing high-quality communications services to rural and underserved communities.

TDS’ historical long-term strategy has been to re-invest the majority of its operating capital in its businesses to strengthen their competitive positions and financial performance, while also returning value to TDS shareholders.

TDS plans to build shareholder value by continuing to execute on its strategies to build strong, competitive businesses providing high-quality, data-focused services and products. Strategic efforts include:

▪~~UScellular~~Array ~~offers~~seeks ~~economical~~to ~~and~~grow ~~competitively~~revenue ~~priced~~in ~~wireless service plans and devices to~~ its ~~customers~~Towers ~~and~~operations isprimarily ~~focused~~through on increasing ~~revenues~~third-party ~~from~~colocations ~~sales~~on ofexisting ~~related~~towers ~~products~~through ~~such~~providing asunique ~~device~~tower ~~protection plans and from services such as fixed wireless home internet. In addition~~locations, ~~UScellular~~attractive isterms ~~focused~~and onstreamlined ~~expanding~~implementation ~~its solutions available~~ to ~~business~~third-party ~~and~~wireless ~~government customers~~operators.

▪~~UScellular~~Array ~~continues~~also toholds ~~enhance~~noncontrolling ~~its~~interests ~~network~~in ~~capabilities,~~wireless ~~including~~operating bycompanies ~~deploying~~that 5Ggenerate ~~technology~~material toamounts ~~help~~of ~~address~~income ~~customers’ growing demand for data services~~ and ~~create~~cash ~~opportunities~~distributions. ~~for~~Further, ~~new~~Array ~~services~~holds ~~requiring~~wireless ~~high~~spectrum ~~speed~~that ~~and~~is ~~reliability~~subject asto ~~well~~sale asagreements ~~low~~described ~~latency.~~below, ~~Investments~~and ~~are~~additional ~~focused~~wireless ~~on continued mid-band~~ spectrum ~~deployment~~not subject to ~~enhance~~pending ~~speed~~sale ~~and~~agreements ~~capacity~~that ~~needs,~~Array ~~building~~seeks onto ~~the~~opportunistically ~~existing 5G coverage across UScellular’s footprint~~monetize.

▪~~UScellular~~Through ~~seeks~~July to31, ~~grow~~2025, ~~revenue~~Array inprovided ~~its~~wireless ~~Towers~~communication ~~segment~~services; ~~primarily~~these ~~through~~operations ~~increasing~~were ~~third-party~~disposed ~~colocations~~of on ~~existing~~August ~~towers~~1, ~~through providing unique tower locations~~2025, ~~attractive~~as ~~terms~~discussed ~~and~~further ~~streamlined implementation to third-party wireless operators~~below.

▪TDS Telecom strives to provide high-quality broadband services in its markets with the ability to provide value-added bundling with video, voice and wireless service options. TDS Telecom focuses on driving growth by investing in fiber deployment.

▪TDS Telecom seeks to grow its operations by creating clusters of markets in attractive, growing locations and may seek to acquire and/or divest of assets to support its strategy.

Following the conclusion of the strategic alternatives review process for ~~UScellular~~Array, TDS expects to focus its strategic efforts on its remaining businesses. TDS also expects to have additional opportunities to invest further in its remaining businesses, improve its liquidity and return value to its shareholders.

Announced Transactions and Strategic Alternatives Review

On August 4, 2023, TDS and ~~UScellular~~Array announced that the Boards of Directors of both companies decided to initiate a process to explore a range of strategic alternatives for ~~UScellular~~Array. On May 28, 2024, ~~UScellular~~Array announced that its Board of Directors unanimously approved the execution of a Securities Purchase Agreement (Securities Purchase Agreement) by and among TDS, ~~UScellular~~Array, T-Mobile US, Inc. (T-Mobile) and USCC Wireless Holdings, LLC, pursuant to which, among other things, ~~UScellular~~Array agreed to sell its wireless operations and select spectrum assets to T-Mobile for a purchase price, subject to adjustments, as specified in the Securities Purchase Agreement, of $4,400 million, which is payable in a combination of cash and the assumption of up to approximately $2,000 million in debt. The purchase price includes $100 million contingent on the satisfaction of certain financial and operational targets prior to close; based on projected performance against such targets through an expected mid-year 2025 close, UScellular does not expect to receive most of this contingent consideration. The purchase price also includes $400 million allocated to certain wireless spectrum licenses held by entities in which UScellular is a non-controlling limited partner. The closing with respect to these wireless spectrum licenses is contingent upon UScellular's purchase, which is pending receipt of regulatory approval, of the remaining equity in the entities that UScellular does not currently own. The Securities Purchase Agreement also ~~contemplates~~contemplated, among other things, a Short-Term Spectrum Manager Lease Agreement and Short-Term Spectrum Manager Sublease Agreements that ~~will~~would become effective at the closing date, which provide T-Mobile with an exclusive license to use certain ~~UScellular~~Array spectrum assets and leases at no cost for up to one-year for the sole purpose of providing continued, uninterrupted service to customers. The sale of the wireless operations to T-Mobile iswas ~~expected to close in mid-2025,~~ subject to the receipt of regulatory approvals and the satisfaction of customary closing conditions. As of June 30, 2025, the transaction did not meet the accounting criteria to be presented as discontinued operations. Regulatory approval was received in July 2025 and the closing occurred on August 1, 2025, as discussed further below.

~~TDS~~On ~~and~~October ~~UScellular~~17, ~~expect~~2024, ~~that~~Array, ifand ~~the~~certain ~~closing~~subsidiaries of ~~the~~Array, ~~T-Mobile~~entered ~~transaction~~into ~~were~~a toLicense ~~occur~~Purchase ~~that~~Agreement ~~such~~(Verizon ~~closing~~Purchase ~~will~~Agreement) ~~trigger~~with orVerizon ~~accelerate~~Communications ~~the~~Inc. ~~recognition~~(Verizon) ofto sell certain ~~cash~~AWS, Cellular and ~~non-cash~~PCS ~~obligations.~~wireless ~~Such~~spectrum ~~obligations~~licenses ~~include~~and ~~contingent~~agreed ~~advisory~~to ~~fees,~~grant ~~employee~~Verizon ~~compensation~~certain ~~and~~rights ~~severance,~~to ~~employee~~lease ~~stock~~such ~~award~~licenses ~~costs,~~prior ~~debt~~to ~~extinguishment,~~the ~~income~~transaction ~~tax~~close ~~expense,~~for ~~administrative~~total ~~costs,~~proceeds ~~restructuring~~of ~~expenses~~$1,000 ~~and~~million. ~~other~~As ~~wind~~of ~~down~~June ~~costs.~~30, In2025, ~~periods~~Array's ~~following~~book ~~the~~value ~~close~~ of the ~~T-Mobile~~wireless ~~transaction,~~spectrum ~~UScellular~~licenses ~~also expects~~ to ~~incur~~be ~~significant~~sold ~~decommissioning~~was ~~costs~~$586 ~~for~~million. ~~certain~~The ~~towers~~transaction ~~that~~is ~~UScellular~~expected ~~elects~~ to ~~retire,~~close ~~and~~in ~~such~~the ~~decommissioning~~third ~~costs~~quarter ~~are~~of ~~also~~2026, ~~expected~~subject to ~~include~~regulatory ~~remaining~~approval ~~obligations~~and ~~under~~other ~~related~~customary ~~ground~~closing ~~leases.~~conditions, ~~These~~and ~~costs~~the ~~are~~termination ~~expected~~of tothe ~~have~~T-Mobile aShort-Term ~~significant~~Spectrum ~~impact~~Manager onLease ~~TDS' financial statements~~Agreement.

On ~~October~~November 176, 2024, ~~UScellular~~Array, and certain subsidiaries of ~~UScellular~~Array, entered into a License Purchase Agreement (~~Verizon~~AT&T Purchase Agreement) with ~~Verizon~~New ~~Communications~~Cingular ~~Inc.~~Wireless PCS, LLC (~~Verizon~~AT&T), a subsidiary of AT&T Inc. to sell certain ~~AWS,~~3.45 ~~Cellular~~GHz and ~~PCS~~700 MHz wireless spectrum licenses and agreed to grant ~~Verizon~~AT&T certain rights to lease and sub-lease such licenses prior to the transaction close for total proceeds of $1,~~000~~ 018 million, subject to certain purchase price adjustments. As of ~~March~~June 3130, 2025, ~~UScellular~~Array's book value of the wireless spectrum licenses to be sold was $~~586~~860 million. The transaction is expected to close in 2025, subject to regulatory approval and other customary closing conditions~~, and is contingent on the closing of the T-Mobile transaction and the termination of the T-Mobile Short-Term Spectrum Manager Lease Agreement~~.

The strategic alternatives review process is ongoing as Array works toward closing the Verizon and AT&T spectrum transactions signed during 2024, and continues to seek to opportunistically monetize its spectrum assets that are not subject to the Securities Purchase Agreement, the Verizon Purchase Agreement, or the AT&T Purchase Agreement.

TDS incurred third-party expenses related to the announced transactions and strategic alternatives review of $16 million and $32 million for the three and six months ended June 30, 2025, respectively and $21 million and $33 million for the three and six months ended June 30, 2024, respectively.

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OnSubsequent November 6, 2024, UScellular, and certain subsidiaries of UScellular, entered into a License Purchase Agreement (AT&T Purchase Agreement) with New Cingular Wireless PCS, LLC (AT&T), a subsidiary of AT&T Inc. to sell certain 3.45 GHz and 700 MHz wireless spectrum licenses and agreed to grant AT&T certain rights to lease and sub-lease such licenses prior to the transaction close for total proceeds of $1,018 million, subject to certain purchase price adjustments. As of March 31, 2025, UScellular's book value of the wireless spectrum licenses to be sold was $859 million. The transaction is subject to regulatory approval and other customary closing conditions and substantially all of the licenses subject to the transaction are contingent on the closing of the T-Mobile transaction. The purchase price includes $232 million allocated to certain wireless spectrum licenses that are held by an entity in which UScellular is a non-controlling limited partner. The closing with respect to these wireless spectrum licenses is contingent upon UScellular's purchase, which is pending receipt of regulatory approval, of the remaining equity in the entity that UScellular does not currently own.Events

The ~~strategic~~following ~~alternatives~~events ~~review~~occurred ~~process~~subsequent isto ~~ongoing~~June as30, ~~UScellular~~2025 ~~works~~and ~~toward~~are ~~closing~~not ~~the~~reflected ~~transactions~~in ~~signed~~the ~~during~~financial ~~2024~~results, ~~including the T-Mobile~~statements, ~~Verizon~~or ~~and~~footnotes ~~AT&T~~(unless ~~transactions~~otherwise ~~and~~explicitly ~~continues~~stated) tofor ~~seek to opportunistically monetize its spectrum assets that are not subject to~~ the ~~Securities~~three ~~Purchase~~and ~~Agreement,~~six ~~the~~months ~~Verizon~~ended ~~Purchase~~June ~~Agreement~~30, ~~or the AT&T Purchase Agreement~~2025.

~~TDS~~•On ~~incurred~~July ~~third-party~~14, ~~expenses~~2025, ~~related~~Array tocompleted the ~~announced~~acquisition ~~transactions~~of King Street Wireless, Inc. and ~~strategic~~Sunshine ~~alternatives~~Spectrum, ~~review~~Inc. for a total purchase price of $1617 million, of which $10 million was paid in prior periods and $117 million ~~for~~was paid at time of closing. Following the ~~three~~acquisitions, ~~months~~King ~~ended~~Street ~~March~~Wireless, 31King Street Wireless, ~~2025~~Inc., Advantage Spectrum and ~~2024~~Sunshine Spectrum, ~~respectively~~Inc., are no longer classified as variable interest entities (VIEs). The acquisitions result in the expected realization of certain deferred tax assets, and therefore TDS expects to record a reduction to valuation allowance on deferred tax assets and associated discrete income tax benefit of approximately $50 million during the three months ending September 30, 2025.

•On July 31, 2025, Array terminated the receivables securitization agreement. In addition, the USCC Master Note Trust, a special purpose entity used to facilitate securitized borrowings using equipment installment plan receivables, was dissolved and, therefore, the entity will no longer be classified as a VIE.

•On August 1, 2025, the sale of the wireless operations to T-Mobile closed and Array received cash proceeds of $2,629 million. TDS expects a cash income tax liability on the T-Mobile transaction of between $125 million and $175 million. The transaction included a debt exchange offer whereby debt issued by Array could be exchanged for debt issued by T-Mobile, which reduced the cash portion of the purchase price. The cash portion of the purchase price was also reduced by unearned contingent consideration of $89 million as well as other purchase price adjustments outlined in the Securities Purchase Agreement. The final cash proceeds are subject to adjustment according to the terms and conditions of the Securities Purchase Agreement. Array expects to record exit and disposal costs and recognize a loss on the transaction that will be based on the carrying value of net assets sold as of the close date. As of June 30, 2025, the carrying value of the net assets sold to T-Mobile was approximately $2,400 million.

•The debt exchange offering period concluded on August 1, 2025 and resulted in the exchange of $1,680 million of long-term debt comprised of the following Array notes: $489 million of 6.7% Senior Notes, $394 million of 6.25% Senior Notes, $402 million of 5.5% March 2070 Senior Notes and $395 million of 5.5% June 2070 Senior Notes. As a result, on August 1, 2025, after the debt exchange, Array retained $364 million of senior notes, consisting of $55 million 6.7% Senior Notes, $106 million 6.25% Senior Notes, $98 million 5.5% March 2070 Senior Notes, and $105 million 5.5% June 2070 Senior Notes. The unamortized discount and debt issuance costs related to the exchanged debt was $48 million and will be recorded as interest expense during the three months ending September 30, 2025.

•On August 1, 2025, Array and T-Mobile entered into a Master License Agreement (MLA), pursuant to which, among other things, T-Mobile has agreed to license from Array, for a minimum of 15 years, space on a minimum of 2,015 existing or to-be-constructed towers owned by Array. The MLA also provided that T-Mobile extend the license term for approximately 600 towers owned by Array for a new 15-year term commencing on August 1, 2025. In addition, the MLA provides terms and conditions for T-Mobile, at its option, to revert certain equipment back to Array and would make Array responsible for any decommissioning, remediation, restoration, or disposal costs of such assets.

•The closing of the T-Mobile transaction triggered the recognition of certain cash and non-cash obligations. Such obligations include contingent advisory fees, employee compensation and severance, employee stock award costs, debt extinguishment, income tax expense, administrative costs, restructuring expenses and other wind down costs. In future periods, Array also may incur significant decommissioning costs for certain towers and equipment, and such decommissioning costs may also include remaining obligations under related ground leases. These costs may have a significant impact on Array's financial statements in future periods.

•On August 1, 2025, the Array Board of Directors declared a special dividend per Common and Series A outstanding share of $23.00 for shareholders of record on August 11, 2025, which will be payable on August 19, 2025. TDS, which owns 82.5% of the equity of Array as of June 30, 2025, will receive its pro-rata share of the special dividend.

•On August 1, 2025, certain wireless service companies in Iowa that are not consolidated into the Array financial statements but are accounted for as equity method investments sold specific wireless assets and wireless customers to T-Mobile under separate asset purchase agreements. Array expects to receive a distribution from these transactions in August 2025.

•On August 4, 2025, Array repaid the entire outstanding borrowings under all of its term loan agreements and export credit financing agreement of $863 million. Array expects to draw $325 million from its term loan agreement in August 2025.

Other

TDS continues to monitor developments related to proposed increases in tariffs on imported goods and the impacts itthey may have on TDS operations and financial results. An increase in future tariffs may impact the price of procured goods and services, such as devices and network equipment. TDS is working closely with its suppliers to determine the impacts of any potential tariffs, and assess potential modifications or exemptions. The outcome of the potential tariff increases could negatively impact TDS operations and financial results in future periods.

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Terms Used by TDS

The following is a list of definitions of certain industry terms that are used throughout this document:

▪5G – fifth generation wireless technology that helps address customers’ growing demand for data services and creates opportunities for new services requiring high speed and reliability as well as low latency.

▪Account – represents an individual or business financially responsible for one or multiple associated connections. An account may include a variety of types of connections such as handsets and connected devices.

▪Broadband Connections – refers to the individual customers provided internet access through various transmission technologies, including fiber, coaxial and copper.

▪Broadband Penetration – metric which is calculated by dividing total broadband connections by total service addresses.

▪Cable Markets – markets where TDS provides service as the cable provider using coaxial cable and fiber technologies.

▪Churn Rate – represents the percentage of the connections that disconnect service each month. These rates represent the average monthly churn rate for each respective period.

▪Colocations – represents instances where a third-party wireless carrier rents or leases space on a company-owned tower.

▪Connected Devices – non-handset devices that connect directly to the ~~UScellular~~Array network. Connected devices include products such as tablets, wearables, modems, fixed wireless, and hotspots.

▪EBITDA – refers to earnings before interest, taxes, depreciation, amortization and accretion and is used in the non-GAAP metric Adjusted EBITDA throughout this document. See Supplemental Information Relating to Non-GAAP Financial Measures within this MD&A for additional information.

▪Enhanced Alternative Connect America Cost Model (E-ACAM) – a USF support mechanism for certain carriers, which provides revenue support through 2038. This support comes with an obligation to provide 100 megabits per second (Mbps) of download speed and 20 Mbps of upload speed (100/20 Mbps) to a certain number of locations.

▪Expansion Markets – markets utilizing fiber networks in areas where TDS does not serve as the cable or incumbent service provider.

▪Free Cash Flow – non-GAAP metric defined as Cash flows from operating activities less Cash paid for additions to property, plant and equipment and less Cash paid for software license agreements. See Supplemental Information Relating to Non-GAAP Financial Measures within this MD&A for additional information.

▪Gross Additions – represents the total number of new connections added during the period, without regard to connections that were terminated during that period.

▪Incumbent Markets – markets where TDS is positioned as the traditional local telephone company.

▪IPTV – internet protocol television.

▪Net Additions (Losses) – represents the total number of new connections added during the period, net of connections that were terminated during that period.

▪OIBDA – refers to operating income before depreciation, amortization and accretion and is used in the non-GAAP metric Adjusted OIBDA throughout this document. See Supplemental Information Relating to Non-GAAP Financial Measures within this MD&A for additional information.

▪Postpaid Average Revenue per Account (Postpaid ARPA) – metric which is calculated by dividing total postpaid service revenues by the average number of postpaid accounts and by the number of months in the period.

▪Postpaid Average Revenue per User (Postpaid ARPU) – metric which is calculated by dividing total postpaid service revenues by the average number of postpaid connections and by the number of months in the period.

▪Residential Revenue per Connection – metric which is calculated by dividing total residential revenue by the average number of residential connections and by the number of months in the period.

▪Retail Connections – individual lines of service associated with each device activated by a postpaid or prepaid customer. Connections are associated with all types of devices that connect directly to the ~~UScellular~~Array network.

▪Residential Fiber Churn Rate – 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.

▪Service Addresses – number of single residence homes, multi-dwelling units, and business locations that are capable of being connected to the TDS network, based on best available information.

▪Tower Tenancy Rate – average number of tenants that lease space on company-owned towers, measured on a per-tower basis.

▪Universal Service Fund (USF) – a system of telecommunications collected fees and support payments managed by the Federal Communications Commission (FCC) intended to promote universal access to telecommunications services in the United States.

▪Video Connections – represents the individual customers provided video services.

▪Voice Connections – refers to the individual circuits connecting a customer to TDS' central office facilities that provide voice services or the billable number of lines into a building for voice services.

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Results of Operations — TDS Consolidated

The following discussion and analysis compares financial results for the three and six months ended ~~March~~June 3130, 2025, to the three and six months ended ~~March~~June 3130, 2024. The financial results include the wireless operations that were sold to T-Mobile on August 1, 2025.

	Three Months EndedMarch 31,
	Three Months EndedJune 30,						Six Months EndedJune 30,
	2025		2024		2025 vs. 2024		2025		2024		2025 vs. 2024
(Dollars in millions)
Operating revenues
UScellular	$	891	$	950	(6)	%
Array	$	916	$	927	(1)	%	$	1,807	$	1,877	(4)	%
TDS Telecom	~~257~~265		~~266~~267		(31)	%	522		534		(2)	%
All other1	65		4644		(8788)	%	12		89		(88)	%
Total operating revenues	1,~~154~~186		1,~~262~~238		(94)	%	2,341		2,500		(6)	%
Operating expenses
UScellular	850		899		(5)	%
Array	881		891		(1)	%	1,731		1,789		(3)	%
TDS Telecom	~~258~~251		~~240~~248		71	%	508		488		4	%
All other1	1114		5660		(77)	%	28		117		(77)	%
Total operating expenses	1,~~119~~146		1,~~195~~199		(64)	%	2,267		2,394		(5)	%
Operating income (loss)
UScellular	41		51		(19)	%
Array	35		36		(4)	%	76		88		(13)	%
TDS Telecom	—14		2719		~~N/M~~(27)	%	14		46		(70)	%
All other1	(69)		(1116)		3845	%	(16)		(28)		42	%
Total operating income	3540		6739		~~(49)~~2	%	74		106		(30)	%
Other income (expense)
Equity in earnings of unconsolidated entities	3743		4239		~~(14)~~9	%	79		82		(3)	%
Interest and dividend income	6		57		28(18)	%	13		12		1	%
Interest expense	(6170)		(5773)		~~(3)~~5	%	(129)		(131)		2	%
Other, net	32		1		N/M		5		2		N/M
Total other expense	(1519)		(926)		~~(46)~~28	%	(32)		(35)		8	%
Income before income taxes	2021		5813		~~(65)~~61	%	42		71		(41)	%
Income tax expense	83		206		(5746)	%	12		26		(54)	%
Net income	1218		387		~~(69)~~N/M	%	30		45		(34)	%
Less: Net income attributable to noncontrolling interests, net of tax	56		94		~~(49)~~61	%	11		13		(16)	%
Net income attributable to TDS shareholders	712		293		~~(74)~~N/M	%	19		32		(41)	%
TDS Preferred Share dividends	17		17		—		35		35		—
Net income (loss) attributable to TDS common shareholders	$	(105)	$	12(14)	~~N/M~~60	%	$	(16)	$	(3)	N/M
Adjusted OIBDA (Non-GAAP)2	$	~~287~~289	$	~~318~~310	(107)	%	$	576	$	629	(8)	%
Adjusted EBITDA (Non-GAAP)2	$	~~333~~340	$	~~366~~357	(95)	%	$	673	$	725	(7)	%
Capital expenditures3	$	~~112~~170	$	~~219~~244	(4930)	%	$	282	$	464	(39)	%

Numbers may not foot due to rounding.

N/M - Percentage change not meaningful

1Consists of corporate and other operations and intercompany eliminations.

2Refer to Supplemental Information Relating to Non-GAAP Financial Measures within this MD&A for a reconciliation of this measure.

3Refer to Liquidity and Capital Resources within this MD&A for additional information on Capital expenditures.

Refer to individual segment discussions in this MD&A for additional details on operating revenues and expenses at the segment level.

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Equity in earnings of unconsolidated entities

Equity in earnings of unconsolidated entities represents TDS’ share of net income from entities in which it has a noncontrolling interest and that are accounted for using the equity method or the net asset value practical expedient. TDS’ investment in the Los Angeles SMSA Limited Partnership (LA Partnership) contributed pre-tax income of $1520 million and $1617 million for the three months ended ~~March~~June 3130, 2025 and 2024, respectively and $35 million and $33 million for the six months ended June 30, 2025 and 2024, respectively. See Note 7 — Investments in Unconsolidated Entities in the Notes to Consolidated Financial Statements for additional information.

Interest expense

Interest expense ~~increased~~decreased for the three and six months ended ~~March~~June 3130, 2025 due primarily to ana ~~increase~~decrease in ~~borrowings under~~ the ~~TDS~~average ~~term~~principal ~~loan~~balance ~~agreements,~~outstanding ~~partially~~on ~~offset~~the byArray aterm ~~decrease~~loan inand ~~the~~receivables ~~average~~securitization ~~principal~~agreements ~~balance~~and ~~outstanding on~~ the TDS revolving credit agreement, partially offset by an increase in borrowings under the ~~UScellular~~TDS term loan agreements and ~~the~~lower ~~receivables~~capitalized ~~securitization agreement~~interest. See Market Risk for additional information regarding maturities of long-term debt and weighted average interest rates.

Income tax expense

Income tax expense decreased for the three and six months ended ~~March~~June 3130, 2025, due primarily to ~~the~~excess ~~decrease~~stock incompensation ~~Income~~deductions ~~before~~for ~~income~~awards ~~taxes.~~vesting in the current period.

TDS calculated income taxes for the three and six months ended ~~March~~June 3130, 2025, based on an estimated year-to-date tax rate. The effective tax rates are expected to vary in subsequent interim periods in 2025 due to fluctuations in Income (loss) before income taxes.

On July 4, 2025, H.R.1 – the One big beautiful bill Act (OBBBA) was enacted into law. The OBBBA makes several impactful changes, including 100% bonus depreciation for qualifying assets, domestic research cost expensing, and increasing the business interest expense limitation threshold. TDS expects these changes to result in favorable deferral of cash taxes in future periods.

Net income attributable to noncontrolling interests, net of tax

	Three Months EndedMarch 31,
	Three Months EndedJune 30,				Six Months EndedJune 30,
	2025		2024		2025		2024
(Dollars in millions)
UScellular noncontrolling public shareholders’	$	3	$	3
Array noncontrolling public shareholders’	$	5	$	3	$	9	$	6
Noncontrolling shareholders’ or partners’	21		61		2		7
Net income attributable to noncontrolling interests, net of tax	$	56	$	94	$	11	$	13

Net income attributable to noncontrolling interests, net of tax includes the noncontrolling public shareholders’ share of ~~UScellular~~Array’s net income, the noncontrolling shareholders’ or partners’ share of certain ~~UScellular~~Array subsidiaries’ net income and other TDS noncontrolling interests.

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Earnings

(Dollars in millions)

Three Months Ended

Net income ~~and~~increased ~~Adjusted EBITDA decreased~~ due primarily to lower operating ~~revenues~~and tax expenses and higher equity in earnings of unconsolidated entities, partially offset by lower operating ~~and tax expenses~~revenues.

Adjusted EBITDA decreased due primarily to lower operating revenues, partially offset by lower operating expenses and higher equity in earnings of unconsolidated entities

Six Months Ended

Net income decreased due primarily to lower operating revenues, partially offset by lower operating and tax expenses.

Adjusted EBITDA decreased due primarily to lower operating revenues, partially offset by lower operating expenses.

*Represents a non-GAAP financial measure. Refer to Supplemental Information Relating to Non-GAAP Financial Measures within this MD&A for a reconciliation of this measure.

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UScellular OPERATIONS

Business Overview

UScellular provides wireless service throughout its footprint, and leases tower space to third-party carriers on UScellular-owned towers. UScellular is an 83%-owned subsidiary of TDS.

OPERATIONS

▪Serves customers with 4.4 million retail connections including approximately 3.9 million postpaid and 0.4 million prepaid connections

▪Operates in 21 states

▪Employs approximately 4,100 associates

▪Owns 4,413 towers

▪Operates 7,009 cell sites in service

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~~Financial~~Array ~~Overview — UScellular~~OPERATIONS

~~The~~Business ~~following discussion and analysis compares financial results for the three months ended March 31, 2025, to the three months ended March 31, 2024.~~Overview

	Three Months EndedMarch 31,
	2025		2024		2025 vs. 2024
(Dollars in millions)
Operating Revenues
Wireless	$	864	$	925	(7)	%
Towers	61		58		5	%
Intra-company eliminations	(34)		(33)		(3)	%
Total operating revenues	891		950		(6)	%
Operating expenses
Wireless	844		896		(6)	%
Towers	40		36		11	%
Intra-company eliminations	(34)		(33)		(3)	%
Total operating expenses	850		899		(5)	%
Operating income	$	41	$	51	(19)	%
Net income	$	20	$	24	(17)	%
Adjusted OIBDA (Non-GAAP)1	$	215	$	228	(6)	%
Adjusted EBITDA (Non-GAAP)1	$	254	$	272	(7)	%
Capital expenditures2	$	53	$	131	(60)	%

Array leases and offers tower space to third-party tenants on 4,418 Array-owned towers, holds noncontrolling interests in wireless operating companies and holds certain wireless spectrum licenses not included in the sale of its wireless operations, which was divested on August 1, 2025. As of June 30, 2025, Array is an 82.5%-owned subsidiary of TDS.

~~N/M~~Financial -Overview ~~Percentage~~— ~~change not meaningful~~Array

The following discussion and analysis compares financial results for the three and six months ended June 30, 2025, to the three and six months ended June 30, 2024. The financial results include the wireless operations that were sold to T-Mobile on August 1, 2025.


	Three Months Ended June 30,						Six Months Ended June 30,
	2025		2024		2025 vs. 2024		2025		2024		2025 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)	%

Net income	$	32	$	18	77	%	$	52	$	42	24	%
Adjusted OIBDA (Non-GAAP)1	$	208	$	227	(9)	%	$	422	$	456	(7)	%
Adjusted EBITDA (Non-GAAP)1	$	254	$	268	(6)	%	$	506	$	542	(7)	%
Capital expenditures2	$	80	$	165	(52)	%	$	132	$	295	(55)	%

1Refer to Supplemental Information Relating to Non-GAAP Financial Measures within this MD&A for a reconciliation of this measure.

2Refer to Liquidity and Capital Resources within this MD&A for additional information on Capital expenditures.

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Wireless Operations

As of March 31,

2025

2024

As of June 30,

2025

2024

Retail Connections – End of Period

Postpaid

3,~~946~~904,000

4,~~051~~027,000

Prepaid

~~431~~429,000

~~436~~439,000

Total

4,~~377~~333,000

4,~~487~~466,000

	Q1 2025		Q1 2024		Q1 2025 vs. Q1 2024
	Q2 2025		Q2 2024		Q2 2025 vs. Q2 2024		YTD 2025		YTD 2024		YTD 2025 vs. YTD 2024
Postpaid Activity and Churn
Gross Additions
Handsets	6870,000		6373,000		8(4)	%	138,000		136,000		1	%
Connected Devices	3739,000		4344,000		(1411)	%	76,000		87,000		(13)	%
Total Gross Additions	~~105~~109,000		~~106~~117,000		(17)	%	214,000		223,000		(4)	%
Net Additions (Losses)
Handsets	(3844,000)		(4729,000)		19(52)	%	(82,000)		(76,000)		(8)	%
Connected Devices	(12,000)		35,000		~~N/M~~(60)	%	1,000		9,000		(89)	%
Total Net Additions (Losses)	(3942,000)		(4424,000)		11(75)	%	(81,000)		(67,000)		(21)	%
Churn
Handsets	1.0312	%	10.0397	%			1.08	%	1.00	%
Connected Devices	2.4036	%	2.5247	%			2.38	%	2.50	%
Total Churn	1.2129	%	1.2216	%			1.25	%	1.19	%

N/M - Percentage change not meaningful

Total postpaid handset net losses ~~decreased~~increased for the three and six months ended ~~March~~June 3130, 2025, when compared to the same period last year due ~~primarily~~ to anhigher ~~increase in gross additions and a decrease in~~ defections as a result of ~~increased~~elevated ~~promotional~~churn ~~spend~~and aggressive industry-wide competition.

Total postpaid connected device net ~~losses~~additions ~~increased~~decreased for the three and six months ended ~~March~~June 3130, 2025 when compared to the same period last year due to lower gross additions for home internet and connected watches, partially offset by higher gross additions for tablets and a decrease in ~~tablet~~mobile ~~churn~~hotspot defections.

Postpaid Revenue

	Three Months EndedMarch 31,
	Three Months EndedJune 30,					Six Months EndedJune 30,
	2025		2024		2025 vs. 2024	2025		2024		2025 vs. 2024
Average Revenue Per User (ARPU)	$	5251.0691	$	51.9645	—1 %	$	51.98	$	51.69	1 %
Average Revenue Per Account (ARPA)	$	~~132~~131.2589	$	~~132~~130.0041	—1 %	$	132.07	$	131.18	1 %

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Financial Overview — Wireless

	Three Months EndedMarch 31,
	Three Months EndedJune 30,						Six Months EndedJune 30,
	2025		2024		2025 vs. 2024		2025		2024		2025 vs. 2024
(Dollars in millions)
Retail service	$	~~660~~652	$	~~678~~666	(32)	%	$	1,312	$	1,344	(2)	%
Other	5456		5152		87	%	109		102		7	%
Service revenues	~~714~~708		~~729~~718		(21)	%	1,421		1,446		(2)	%
Equipment sales	~~150~~180		~~196~~184		(242)	%	330		380		(13)	%
Total operating revenues	~~864~~888		~~925~~902		(71)	%	1,751		1,826		(4)	%
System operations (excluding Depreciation, amortization and accretion reported below)	~~191~~197		~~197~~194		~~(3)~~1	%	387		390		(1)	%
Cost of equipment sold	~~178~~209		~~216~~211		(181)	%	387		427		(9)	%
Selling, general and administrative	~~322~~319		~~324~~313		—2	%	643		637		1	%
Depreciation, amortization and accretion	~~152~~151		154		(2)	%	302		308		(2)	%
(Gain) loss on asset disposals, net	2		65		(7359)	%	3		10		(66)	%
(Gain) loss on license sales and exchanges, net	(14)		~~(1)~~8		18N/M	%	(5)		7		N/M
Total operating expenses	~~844~~874		~~896~~885		(61)	%	1,717		1,779		(3)	%
Operating income	$	2014	$	2917	(3021)	%	$	34	$	47	(27)	%
Adjusted OIBDA (Non-GAAP)1	$	~~182~~174	$	~~195~~196	(711)	%	$	355	$	392	(9)	%
Adjusted EBITDA (Non-GAAP)1	$	~~182~~174	$	~~195~~196	(711)	%	$	355	$	392	(9)	%
Capital expenditures2	$	5177	$	~~127~~160	(6052)	%	$	127	$	286	(55)	%

N/M - Percentage change not meaningful

1Refer to Supplemental Information Relating to Non-GAAP Financial Measures within this MD&A for a reconciliation of this measure.

2Refer to Liquidity and Capital Resources within this MD&A for additional information on Capital expenditures.

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Operating Revenues

Three Months Ended ~~March~~June 3130, 2025 and 2024

(Dollars in millions)

Operating Revenues

Six Months Ended June 30, 2025 and 2024

(Dollars in millions)

Service revenues consist of:

▪Retail Service - Postpaid and prepaid charges for voice, data and value-added services and cost recovery surcharges

▪Other Service - Amounts received from the Federal USF, inbound roaming, miscellaneous other service revenues and Internet of Things (IoT)

Equipment revenues consist of:

▪Sales of wireless devices and related accessories to new and existing customers, agents, and third-party distributors

Key components of changes in the statement of operations line items were as follows:

Total operating revenues

Retail service revenues decreased for the three and six months ended ~~March~~June 3130, 2025, primarily as a result of a decrease in average postpaid and prepaid connections, partially offset by an increase in Postpaid ARPU.

Equipment sales revenues decreased for the ~~three~~six months ended ~~March~~June 3130, 2025, ~~due~~ primarily todriven aby ~~decline in smartphone devices sold due to lower upgrades as well as~~ a lower ~~average~~volume ~~price~~ of ~~new smartphone sales~~upgrades.

Wireless service providers have been aggressive promotionally and on price to attract and retain customers. This includes both traditional carriers and cable wireless companies. ~~UScellular expects promotional aggressiveness by traditional carriers to continue and pricing pressures from cable wireless companies and new entrants to increase into the foreseeable future.~~ Additionally, other wireless service providers have more developed networks and coverage as well as lower costs per subscriber than ~~UScellular~~Array, which has negatively affected ~~and may continue to negatively affect UScellular~~Array's ability to compete over time. Operating revenues and Operating income have been negatively impacted by these factors in current and prior periods~~, and are expected to be negatively impacted in future periods~~.

System operations expenses

System operations expenses ~~decreased~~increased for the three months ended ~~March~~June 3130, 2025, due primarily to aan ~~decrease~~increase in ~~expenses~~maintenance, ~~driven~~utilities, byand ~~the~~cell ~~shutdown~~site ofexpenses, ~~the~~partially 3Goffset ~~Code~~by ~~Division~~decreases ~~Multiple Access (CDMA) network~~ in ~~the~~customer ~~first~~usage ~~quarter~~and ofroaming ~~2024~~expenses.

~~Cost~~System operations expenses decreased for the six months ended June 30, 2025, due primarily to a decrease in expenses driven by the shutdown of ~~equipment~~the ~~sold~~3G Code Division Multiple Access (CDMA) network in the first quarter of 2024 partially offset by an increase in maintenance, utilities, and cell site expenses.

Cost of equipment sold decreased for the three months ended March 31, 2025, due primarily to a decline in smartphone devices sold due to lower upgrades.

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Cost of equipment sold

Cost of equipment sold decreased for the six months ended June 30, 2025, due primarily to a decline in smartphone devices sold partially offset by a higher average cost per unit sold.

(Gain) loss on license sales and exchanges, net

(Gain) loss on license sales and exchanges increased for the three and six months ended June 30, 2025, due to the write-off of the liability associated with the Put/Call Agreement with T-Mobile in 2025.

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Towers Operations

As of March 31,	2025	2024	2025 vs. 2024
As of June 30,	2025	2024	2025 vs. 2024
Owned towers	4,~~413~~418	4,~~382~~388	1	%
Number of colocations	2,~~469~~527	2,~~397~~392	36	%
Tower tenancy rate	1.5657	1.55	12	%

Number of colocations

Number of colocations increased for the period ended March 31, 2025 when compared to the same period last year due to an increase in new tenant and equipment change executions partially offset by terminations.

Financial Overview — Towers

The following discussion and analysis compares financial results for the three and six months ended ~~March~~June 3130, 2025, to the three and six months ended ~~March~~June 3130, 2024.

	Three Months EndedMarch 31,
	Three Months EndedJune 30,						Six Months EndedJune 30,
	2025		2024		2025 vs. 2024		2025		2024		2025 vs. 2024
(Dollars in millions)
Third-party revenues	$	2728	$	25	612	%	$	56	$	51	9	%
Intra-company revenues	34		33		3	%	67		65		3	%
Total tower revenues	6162		58		57	%	123		116		6	%
System operations (excluding Depreciation, amortization and accretion reported below)	1920		1819		46	%	39		37		5	%
Selling, general and administrative	109		79		33(1)	%	18		16		14	%
Depreciation, amortization and accretion	1112		11		57	%	23		21		6	%
Total operating expenses	40		36		11	%
(Gain) loss on asset disposals, net	—		—		14	%	1		1		60	%
Operating income	$	21	$	22	(5)	%
Total operating expenses	41		39		5	%	81		75		8	%
Adjusted OIBDA (Non-GAAP)1	$	33	$	33	(1)	%
Operating income	$	21	$	19	11	%	$	42	$	41	2	%
Adjusted EBITDA (Non-GAAP)1	$	33	$	33	(1)	%
Adjusted OIBDA (Non-GAAP)1	$	34	$	31	9	%	$	67	$	64	4	%
Capital expenditures	$	2	$	4	(42)	%
Adjusted EBITDA (Non-GAAP)1	$	34	$	31	9	%	$	67	$	64	4	%
Capital expenditures	$	3	$	5	(51)	%	$	5	$	9	(47)	%

N/M - Percentage change not meaningful

1Refer to Supplemental Information Relating to Non-GAAP Financial Measures within this MD&A for a reconciliation of this measure.

Key components of changes in the statement of operations line items were as follows:

Total tower revenues

Third-party revenues increased for the three and six months ended ~~March~~June 3130, 2025, primarily as a result of new colocations, ~~and~~ escalators on renewed leases and inbound colocation application revenues.

Intra-company revenues increased for the three and six months ended ~~March~~June 3130, 2025, primarily as a result of rent escalations and an increase in the number of owned towers.

~~Upon~~As of the August 1, 2025 closing of the transaction to dispose of the wireless operations and select spectrum assets to T-Mobile, ~~UScellular~~Array expects an increase in Third-party revenues that will be recognized under the ~~Master~~MLA ~~License Agreement~~ that ~~will~~has gobeen ~~into~~executed ~~effect~~in ~~under~~connection with the Securities Purchase Agreement. However, atas ~~such~~of ~~time~~August 1, 2025, Intra-company revenues ~~would~~have ~~cease~~ceased, ~~resulting~~which inwill significantly lower ~~Total~~ tower rental revenues in ~~periods~~future ~~following the close~~periods.

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Total operating expenses

Total operating expenses increased for the three and six months ended ~~March~~June 3130, 2025 due primarily to increases in ~~selling~~System operations expense as a result of increases in cell site rent and maintenance expenses. Selling, general and administrative expenses asincreased afor ~~result~~the ofsix anmonths ~~increase~~ended June 30, 2025 due primarily to increases in bad debts expense due to payments received on aged receivables in the first quarter of 2024.

Upon and following closing of the transaction to dispose of the wireless operations and select spectrum assets to T-Mobile, UScellular expects expenses may be incurred to effect the separation including costs to decommission certain towers and record remaining ground lease obligations on such decommissioned towers. These factors and other uncertainties in how the ongoing tower operations will be supported in the long-term may significantly impact operating expenses recorded in periods following the close.

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Upon and following closing of the transaction to dispose of the wireless operations and select spectrum assets to T-Mobile on August 1, 2025, Array expects costs may be incurred in the remainder of 2025 and the next several years related to the separation including costs to decommission certain towers and record remaining ground lease obligations on such decommissioned towers. Further, Array expects to incur expenses related to the wind-down of Array's wireless operations after the sale of such operations to T-Mobile, and continuing expenses to execute strategic alternatives, including closing of the pending spectrum sales to Verizon and AT&T, and initiatives to opportunistically monetize Array's remaining wireless spectrum. These factors and other uncertainties may significantly impact operating expenses and cash flows recorded in periods following the close.

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			TDS TELECOM OPERATIONS

Business Overview

TDS Telecom owns, operates and invests in high-quality networks, services and products in a mix of small to mid-sized urban, suburban and rural communities throughout the United States. TDS Telecom is a wholly-owned subsidiary of TDS and provides a wide range of broadband, video, voice and wireless communications services to residential, commercial and wholesale customers, with the constant focus on delivering outstanding customer service.

OPERATIONS

▪Serves 1.1 million connections in 31 states

▪Employs approximately 3,~~300~~400 associates

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Operational Overview — TDS Telecom

Total Service Address Mix

As of ~~March~~June 3130,

TDS Telecom increased its service addresses 65% from a year ago to 1.8 million as of ~~March~~June 3130, 2025 through footprint expansion. TDS Telecom serves 4445% of incumbent service addresses with fiber.

TDS Telecom offers 1Gig+ service to 7475% of its total footprint as of ~~March~~June 3130, 2025, compared to 73% a year ago.

As of March 31,	2025		2024		2025 vs. 2024
As of June 30,	2025		2024		2025 vs. 2024
Residential connections
Broadband
Incumbent Fiber	~~119~~121,~~700~~200		~~109~~113,~~800~~100		97	%
Incumbent Copper	~~112~~106,~~600~~500		~~135~~130,~~300~~600		(1718)	%
Expansion Fiber	~~133~~141,~~200~~800		~~100~~107,~~400~~800		3332	%
Cable	~~190~~188,200		~~202~~198,~~400~~500		(65)	%
Total Broadband	~~555~~557,~~800~~700		~~547~~550,~~900~~000		1	%
Video	~~118~~116,~~700~~500		~~128~~124,800		(87)	%
Voice	~~256~~248,~~900~~700		~~279~~275,~~400~~600		(810)	%
Total Residential Connections	931,400		956,100		(3)	%
Wireless	1,600		—		N/M
Commercial connections	187,600		206,200		(9)	%
Total Residential Connections	924,500		950,400		(3)	%
Total connections	1,119,000		1,162,200		(4)	%
Commercial connections	184,300		201,500		(9)	%
Total residential broadband net adds	2,800		6,400
Total connections	1,108,800		1,152,000		(4)	%
Residential fiber churn	0.9	%	1.0	%
Total residential fiber net adds	10,300		10,700
Total residential broadband churn	1.3	%	1.4	%
Total residential broadband net adds	3,900		2,100
Residential fiber churn	1.1	%	1.2	%
Total residential broadband churn	1.5	%	1.7	%

N/M - Percentage change not meaningful

Numbers may not foot due to rounding.

Total connections decreased due to legacy voice, video, and competitive local exchange carrier (CLEC) connections declines, partially offset by broadband connection growth.

Q1Q2 2024 total connections include 1823,~~100~~700 ~~subscribers~~connections that were part of ~~the~~subsequent ~~2024~~ divestitures.

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Residential Broadband Connections by Speed

As of ~~March~~June 3130,

Residential broadband customers continue to take higher speeds with 8283% on 100 Mbps or higher products and 2426% on 1Gig+ products.

Residential Revenue per Connection

Total residential revenue per connection increased 21% for the three and six months ended ~~March~~June 3130, 2025, due primarily to price increases.

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Financial Overview — TDS Telecom

The following discussion and analysis compares financial results for the three and six months ended ~~March~~June 3130, 2025, to the three and six months ended ~~March~~June 3130, 2024.

	Three Months EndedMarch 31,
	Three Months EndedJune 30,						Six Months EndedJune 30,
	2025		2024		2025 vs. 2024		2025		2024		2025 vs. 2024
(Dollars in millions)
Residential
Incumbent	$	8685	$	90	(56)	%	$	170	$	180	(5)	%
Expansion	3437		2628		3331	%	71		54		32	%
Cable	6462		7069		(810)	%	126		138		(9)	%
Total residential	~~184~~183		~~185~~186		(12)	%	367		372		(1)	%
Commercial	35		37		(6)	%	69		74		(6)	%
Wholesale	3947		44		~~(12)~~7	%	85		88		(3)	%
Total service revenues	~~257~~265		~~266~~267		(31)	%	522		534		(2)	%
Equipment revenues	—		—		23(14)	%	—		—		2	%
Total operating revenues	~~257~~265		~~266~~267		(31)	%	522		534		(2)	%
Cost of services (excluding Depreciation, amortization and accretion reported below)	~~101~~97		98		3(1)	%	198		196		1	%
Cost of equipment and products	—		—		47(6)	%	—		—		25	%
Selling, general and administrative	83		7580		103	%	166		155		7	%
Depreciation, amortization and accretion	7173		6567		10	%	145		131		10	%
(Gain) loss on asset disposals, net	26		24		~~(9)~~61	%	8		6		39	%
Total operating expenses	258		240		7	%
(Gain) loss on sale of business and other exit costs, net	(8)		—		N/M		(8)		—		N/M
Operating income	$	—	$	27	N/M
Total operating expenses	251		248		1	%	508		488		4	%
Net income	$	4	$	24	(85)	%
Operating income	$	14	$	19	(27)	%	$	14	$	46	(70)	%
Adjusted OIBDA (Non-GAAP)1	$	73	$	93	(22)	%
Net income	$	16	$	18	(10)	%	$	20	$	42	(53)	%
Adjusted EBITDA (Non-GAAP)1	$	76	$	95	(20)	%
Adjusted OIBDA (Non-GAAP)1	$	85	$	89	(5)	%	$	158	$	183	(13)	%
Capital expenditures2	$	59	$	87	(32)	%
Adjusted EBITDA (Non-GAAP)1	$	89	$	91	(3)	%	$	165	$	187	(12)	%
Capital expenditures2	$	90	$	78	16	%	$	149	$	164	(9)	%

N/M - Percentage change not meaningful

Numbers may not foot due to rounding.

1Refer to Supplemental Information Relating to Non-GAAP Financial Measures within this MD&A for a reconciliation of this measure.

2Refer to Liquidity and Capital Resources within this MD&A for additional information on Capital expenditures.

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Operating Revenues

Three Months Ended ~~March~~June 3130, 2025 and 2024

(Dollars in millions)

Operating Revenues

Six Months Ended June 30, 2025 and 2024

(Dollars in millions)

Residential revenues consist of:

•Broadband services

•Video services, including IPTV, traditional cable programming and satellite offerings

•Voice services

•Wireless services

Commercial revenues consist of:

•High-speed and dedicated business internet services

•Video services

•Voice services

Wholesale revenues consist of:

•Network access services primarily related to interexchange and wireless carriers for carrying data and voice traffic on TDS Telecom's networks

•Federal and state regulatory support, including E-ACAM

Key components of changes in the statement of operations items were as follows:

Total operating revenues

Residential revenues decreased for the three and six months ended ~~March~~June 3130, 2025, due primarily to a decline in legacy markets and divestitures, partially offset by growth in expansion markets and price increases.

Commercial revenues decreased for the three and six months ended ~~March~~June 3130, 2025, due primarily to declining connections in CLEC markets.

Wholesale revenues ~~decreased~~increased for the three months ended ~~March 31, 2025,~~ due primarily to a discrete reserve ~~adjustment~~adjustments, partially offset by continued decline of special access circuits and decreased for the six months ended June 30, 2025, due primarily to the continued decline of special access circuits, partially offset by discrete reserve adjustments.

The 2024 and 2025 divestitures contributed a decrease of $4 million in operating revenues from the comparable three months ended June 30, 2024 and a decrease of $8 million in operating revenues from the comparable six months ended June 30, 2024.

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Cost of services

Cost of services ~~increased~~remained consistent for the three months ended ~~March~~June 3130, 2025, and increased for the six months ended June 30, 2025 due primarily to an increase in employee-related expenses, partially offset by lower video programming and maintenance costs.

Selling, general and administrative

Selling, general and administrative expenses increased for the three and six months ended ~~March~~June 3130, 2025, due primarily to aan ~~cumulative stock-based compensation adjustment,~~ increase in ~~other~~ employee-related expenses, and advertising costs.

Depreciation, amortization and accretion

Depreciation, amortization and accretion increased for the three and six months ended ~~March~~June 3130, 2025, due primarily to capital expenditures on ~~new~~ fiber assets.

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Liquidity and Capital Resources

Sources of Liquidity

TDS ~~and~~believes ~~its~~that ~~subsidiaries operate capital-intensive businesses. In the past, TDS’~~ existing cash and investment balances, distributions from unconsolidated entities, funds available under its financing agreements, ~~preferred~~its ~~share~~ability ~~offerings,~~to ~~and~~obtain ~~cash~~future ~~flows~~external ~~from~~financing, ~~operating~~expected and ~~certain~~potential ~~investing~~dispositions, dividends and ~~financing~~expected ~~activities,~~cash ~~including~~flows ~~sales~~from ofoperating ~~assets~~activities orwill ~~businesses,~~provide ~~provided~~ sufficient liquidity ~~and financial flexibility~~ for TDS to meet its day-to-day operating needs and debt service requirements. In addition, toTDS ~~finance~~retains the ~~build-out~~ability, ~~and~~as ~~enhancement~~described ~~of markets~~below, ~~pay dividends and~~ to ~~fund~~reduce ~~acquisitions.~~its ~~There~~capital isexpenditures noto ~~assurance~~lower ~~that~~its ~~this~~funding ~~will be the case in the future~~needs. ~~TDS has incurred negative free cash flow at times in past periods, and this could occur in future periods.~~

TDS ~~believes~~may ~~that~~require ~~existing~~substantial ~~cash~~additional funding for, among other uses, capital expenditures, fiber deployments and ~~investment~~E-ACAM ~~balances~~builds, ~~funds~~making ~~available~~additional ~~under~~investments ~~its~~including ~~financing~~acquisition ~~agreements~~of land, ~~its~~land ~~ability~~easements or additional towers, agreements to ~~obtain~~purchase ~~future~~goods ~~external~~or ~~financing~~services, ~~potential~~leases, ~~dispositions~~repurchases ~~and~~of ~~expected~~shares, ~~cash~~or ~~flows~~payment ~~from~~of ~~operating~~dividends. ~~and~~It ~~investing~~may ~~activities~~be ~~will~~necessary ~~provide~~from ~~sufficient~~time ~~liquidity~~to ~~for~~time ~~TDS~~ to ~~meet~~increase the size of its ~~day-~~existing credit facilities, to~~-day~~ ~~operating~~amend ~~needs~~existing ~~and~~or ~~debt~~put ~~service~~in ~~requirements.~~place Innew ~~addition~~credit agreements, ~~TDS~~to ~~retains~~obtain ~~the~~other ~~ability~~forms of financing, asissue ~~described~~equity ~~below~~securities, or to ~~reduce~~divest ~~its~~assets ~~capital~~in order to fund potential expenditures. TDS' liquidity would be adversely affected if it is unable to ~~lower~~obtain ~~its~~short ~~funding~~or ~~needs~~long-term financing with acceptable terms.

TDS may require substantial additional funding for, among other uses, capital expenditures, making additional investments including new technologies, fiber deployments and E-ACAM builds, agreements to purchase goods or services, leases, repurchases of shares, or payment of dividends. It may be necessary from time to time to increase the size of its existing credit facilities, to amend existing or put in place new credit agreements, to obtain other forms of financing, issue equity securities, or to divest assets in order to fund potential expenditures. TDS' liquidity would be adversely affected if it is unable to obtain short or long-term financing with acceptable terms.

TDS will continue to monitor the rapidly changing business and market conditions and is reducing costs and intends to take other appropriate actions, as necessary, to meet its liquidity needs. Due to its lack of scale and structural disadvantages, UScellular has higher costs per subscriber than its competitors and is balancing the timing of investments, such as its continued 5G deployment, with liquidity considerations. TDS Telecom has entered into and may continue to enter into agreements to divest of certain non-strategic assets, including in certain cases the associated E-ACAM build-out obligations, as well as slow the pace of and reprioritize its fiber deployment plans and reduce or defer planned capital expenditures as a means to lower its funding needs and meet its obligations. It is possible that TDS Telecom will be required, if it is unable to access capital on acceptable terms, to substantially reduce its plans for fiber deployment, in both the short and long-term, which may result in fewer opportunities to deploy fiber as competitors continue their deployments.

Cash and Cash Equivalents

Cash and cash equivalents include cash and money market investments. The primary objective of TDS’ Cash and cash equivalents investment activities is to preserve principal. TDS does not have direct access to ~~UScellular~~Array cash.

Cash and Cash Equivalents

(Dollars in millions)

The majority of TDS’ Cash and cash equivalents are held in money market funds that purchase only debt issued by the U.S. Treasury or U.S. government agencies. Refer to the Consolidated Cash Flow Analysis for additional information related to changes in Cash and cash equivalents.

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In addition to Cash and cash equivalents, TDS and Array had available undrawn borrowing capacity from the following debt facilities at June 30, 2025.

	TDS		~~UScellular~~Array
(Dollars in millions)
Revolving Credit Agreement	$	399	$	300
Term Loan Agreements	75		—800
Receivables Securitization Agreement	—		~~448~~450
Total available undrawn borrowing capacity	$	474	$	~~748~~1,550

Financing

Revolving Credit Agreements

TDS and ~~UScellular~~Array have unsecured revolving credit agreements with maximum borrowing capacities of $400 million and $300 million, respectively. Amounts under the agreements may be borrowed, repaid and reborrowed from time to time until maturity. In April 2025, TDS and Array amended the revolving credit agreements to extend the maturity dates to July 2027 and allow for permitted dispositions, as specified in the amendments. The amendments also include a provision that was triggered upon the sale of the Array wireless operations to T-Mobile, which occurred on August 1, 2025, which accelerated the maturity date to the earliest of (i) 270 days following the consummation of the sale of the Array wireless operations to T-Mobile, (ii) the date on which Array receives net proceeds from the cumulative sale of wireless spectrum licenses to AT&T, Verizon and other parties that equals or exceeds $1.1 billion, or (iii) July ~~2026~~20, 2027. Additionally, the amendment to the Array revolving credit agreement includes a provision that will be triggered upon Array receiving net proceeds from the cumulative sale of wireless spectrum licenses to AT&T, Verizon and other parties that equals or exceeds $500 million, which provision would automatically reduce the maximum borrowing capacity of the Array revolving credit agreement from $300 million to $150 million five business days after Array's receipt of such net proceeds. As of ~~March~~June 3130, 2025, there were no outstanding borrowings under the agreements, and TDS' and ~~UScellular~~Array's unused borrowing capacity was $399 million and $300 million, respectively.

In April 2025, TDS and UScellular amended the revolving credit agreements to extend the maturity dates to July 2027 and allow for permitted dispositions, as specified in the amendments. The amendments also include a provision that will be triggered upon the sale of the UScellular wireless operations to T-Mobile, which accelerates the maturity date to the earliest of (i) 270 days following the consummation of the sale of the UScellular wireless operations to T-Mobile, (ii) the date on which UScellular receives net proceeds from the cumulative sale of wireless spectrum licenses to AT&T, Verizon and other parties that equals or exceeds $1.1 billion, or (iii) July 20, 2027. Additionally, the amendment to the UScellular revolving credit agreement includes a provision that will be triggered upon UScellular receiving net proceeds from the cumulative sale of wireless spectrum licenses to AT&T, Verizon and other parties that equals or exceeds $500 million, which provision would automatically reduce the maximum borrowing capacity of the UScellular revolving credit agreement from $300 million to $150 million five business days after UScellular's receipt of such net proceeds.

Unsecured Term Loan Agreements

At June 30, 2025, TDS ~~has~~had unsecured term loan agreements with ~~maximum~~$781 million of principal outstanding and unused borrowing ~~capacities~~capacity of $~~875~~75 million. ~~The~~On ~~maturity~~August ~~dates~~1, ~~for~~2025, TDS terminated the ~~agreements~~commitment ~~range~~for ~~from~~the ~~July~~$75 ~~2028~~million tounused ~~July~~borrowing ~~2031~~capacity. AsIn ofAugust ~~March 31,~~ 2025, ~~the~~TDS ~~outstanding~~expects ~~borrowings~~to ~~were~~repay ~~$783 million and~~ the ~~unused~~entire ~~borrowing~~outstanding ~~capacity~~borrowings ~~was~~under ~~$75~~these ~~million~~term loans.

~~UScellular~~At ~~has~~June 30, 2025, Array had unsecured term loan agreements with ~~maximum borrowing capacities of~~ $~~800~~713 million. ~~The~~of ~~maturity~~principal ~~dates for the agreements range from July 2026 to July 2031~~outstanding. AsOn ofAugust ~~March 31~~4, 2025, ~~UScellular~~Array ~~has~~repaid ~~borrowed~~ the ~~full~~entire ~~amount available under the agreements and the~~ outstanding borrowings ~~were~~under ~~$718~~these ~~million.~~term loans.

In ~~April~~June 2025, ~~UScellular~~Array ~~amended~~entered into an amendment to its term loan agreement with CoBank, ACB for an additional $~~300~~800 million ~~unsecured~~of borrowing capacity. The term loan ~~agreement~~may ~~due~~be ~~July~~drawn ~~2026~~prior to ~~extend~~November ~~the~~1, 2025; amounts not drawn by that time will cease to be available. The maturity date toof ~~July~~the ~~2027~~term ~~and~~loan ~~allow~~is ~~for~~June ~~permitted~~2030. ~~dispositions,~~Borrowings asbear ~~specified~~interest inat a rate of Secured Overnight Financing Rate (SOFR) plus 2.50%. Array expects to draw $325 million under the ~~amendment~~amended agreement in August 2025.

Secured Term Loan Agreement

TDS has a secured term loan agreement with maximum borrowing capacity of $300 million. In February 2025, TDS amended the agreement to extend the maturity date to the earlier of (i) September 2026 and (ii) the scheduled maturity date of TDS' existing revolving credit agreement (which had a then existing maturity date of July 2026, which has since been extended as described above). In April 2025, TDS amended the secured term loan agreement to extend the maturity date to the earliest of (i) 270 days following the consummation of the sale of the Array wireless operations to T-Mobile, (ii) the date on which Array receives net proceeds from the cumulative sale of wireless spectrum licenses to AT&T, Verizon and other parties that equals or exceeds $1.1 billion, or (iii) July 20, 2027, and to allow for permitted dispositions, as specified in the amendment. As of ~~March~~June 3130, 2025, the outstanding borrowings under the agreement were $300 million, which is the full amount available under the agreement. In August 2025, TDS expects to repay the entire outstanding borrowings under its secured term loan agreement.

InExport ~~April~~Credit ~~2025,~~Financing TDS amended the secured term loan agreement to extend the maturity date to the earliest of (i) 270 days following the consummation of the sale of the UScellular wireless operations to T-Mobile, (ii) the date on which UScellular receives net proceeds from the cumulative sale of wireless spectrum licenses to AT&T, Verizon and other parties that equals or exceeds $1.1 billion, or (iii) July 20, 2027, and to allow for permitted dispositions, as specified in the amendment.Agreements

At June 30, 2025, TDS and Array each have a term loan credit facility with Export Development Canada with $150 million of principal outstanding. On August 4, 2025, Array repaid the entire outstanding borrowings under its agreement.

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Receivables Securitization Agreement

Array, through its subsidiaries, had a receivables securitization agreement that permitted securitized borrowings using its equipment installment plan receivables. During the six months ended June 30, 2025, Array repaid $2 million under the agreement. As of June 30, 2025, there were no outstanding borrowings under the agreement, and the unused borrowing capacity was $450 million, subject to sufficient collateral to satisfy the asset borrowing base provisions of the agreement. On July 31, 2025, Array terminated the receivables securitization agreement.

Debt Covenants

The TDS and ~~UScellular~~Array revolving credit agreements, term loan agreements including the secured term loan, export credit financing agreements and the ~~UScellular~~Array receivables securitization agreement require TDS or ~~UScellular~~Array, as applicable, to comply with certain affirmative and negative covenants, which include certain financial covenants that may restrict the borrowing capacity available. TDS and ~~UScellular~~Array are required to maintain the Consolidated Leverage Ratio, based on gross debt, as of the end of any fiscal quarter at a level not to exceed ~~the following: 4.00 to 1.00 from April 1, 2024 through and including March 31, 2025;~~ 3.75 to 1.00 from April 1, 2025 and thereafter. TDS and ~~UScellular~~Array are also required to maintain the Consolidated Interest Coverage Ratio at a level not lower than 3.00 to 1.00 as of the end of any fiscal quarter. TDS and ~~UScellular~~Array believe they were in compliance as of ~~March~~June 3130, 2025 with all such financial covenants.

20The TDS $375 million term loan agreement with a maturity date of May 2029 requires TDS to comply with certain affirmative and negative covenants, which includes a financial covenant that may restrict the borrowing capacity available. TDS is required to maintain the Consolidated Leverage Ratio as of the end of any fiscal quarter at a level not to exceed 4.25 to 1.00 from April 1, 2025 and thereafter. TDS believes that it was in compliance as of June 30, 2025 with such financial covenant.

In April 2025, the TDS and Array revolving credit agreements, Array $300 million unsecured term loan agreement and TDS $300 million secured term loan agreement were amended to require, upon the consummation of the sale of the Array wireless operations to T-Mobile, TDS and Array to maintain the Consolidated Leverage Ratio, based on net debt, as of the end of any fiscal quarter from and including the quarter in which such sale occurs at a level not to exceed 3.50 to 1.00.

In June 2025, the TDS export credit financing agreement was amended to require, upon the consummation of the sale of the Array wireless operations to T-Mobile, TDS to maintain the Consolidated Leverage Ratio, based on net debt, as of the end of any fiscal quarter from and including the quarter in which such sale occurs at a level not to exceed 3.50 to 1.00.

In June 2025, the Array term loan agreement with CoBank, ACB was amended to require, upon the consummation of the sale of the Array wireless operations to T-Mobile, Array to maintain the Consolidated Leverage Ratio, based on net debt, as of the end of any fiscal quarter from and including the quarter in which such sale occurs at a level not to exceed 3.50 to 1.00.

See Note 8 — Debt and Note 12 — Subsequent Events in the Notes to Consolidated Financial Statements for additional information related to financing activities.

Credit Ratings

On August 1, 2025, Standard & Poor’s updated the TDS and Array issuer credit ratings from BB to BBB- with a stable outlook. On August 8, 2025, Moody’s confirmed the TDS and Array Ba1 issuer credit ratings and changed the outlook to stable.

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The TDS $375 million term loan agreement with a maturity date of May 2029 requires TDS to comply with certain affirmative and negative covenants, which includes a financial covenant that may restrict the borrowing capacity available. TDS is required to maintain the Consolidated Leverage Ratio as of the end of any fiscal quarter at a level not to exceed the following: 4.50 to 1.00 from April 1, 2024 through and including March 31, 2025; 4.25 to 1.00 from April 1, 2025 and thereafter. TDS believes that it was in compliance as of March 31, 2025 with such financial covenant.

In April 2025, the TDS and UScellular revolving credit agreements, UScellular $300 million unsecured term loan agreement and TDS $300 million secured term loan agreement were amended to require, upon the consummation of the sale of the UScellular wireless operations to T-Mobile, TDS and UScellular to maintain the Consolidated Leverage Ratio, based on net debt, as of the end of any fiscal quarter from and including the quarter in which such sale occurs at a level not to exceed 3.50 to 1.00.

Capital Expenditures

Capital expenditures (i.e., additions to property, plant and equipment and system development expenditures; excludes wireless spectrum license additions), which include the effects of accruals and capitalized interest, for the ~~three~~six months ended ~~March~~June 3130, 2025 and 2024, were as follows:

Capital Expenditures

(Dollars in millions)

~~UScellular~~Array’s capital expenditures for the ~~three~~six months ended ~~March~~June 3130, 2025 and 2024, were $53132 million and $~~131~~295 million, respectively.

In 2019-2023, ~~UScellular~~Array focused capital expenditures on 5G coverage and predominantly used low-band spectrum to launch 5G services in portions of substantially all of its markets. During 2023 and 2024, ~~UScellular~~Array focused on deploying 5G over its mid-band spectrum, largely overlapping areas already covered with low-band 5G service to enhance speed and capacity for ~~UScellular~~Array’s mobility and fixed wireless services. Capital expenditures decreased by $78163 million or 6055% in line with the expectations that continued 5G deployment in 2025 ~~will~~focused ~~focus~~ on adding speed and capacity to existing areas.

Capital expenditures for the full year 2025 ~~are~~were ~~expected to be~~ used principally for the following purposes:

▪~~Continue~~Continued todeployment ~~deploy~~of 5G using mid-band spectrum to provide additional speed and capacity to accommodate increased data usage by ~~current~~wireless customers; and

▪~~Invest~~Investment in information technology to support existing and new services and products.

TDS Telecom’s capital expenditures for the ~~three~~six months ended ~~March~~June 3130, 2025 and 2024, were $59149 million and $87164 million, respectively.

Capital expenditures for the full year 2025 are expected to be between $375 million and $425 million. These expenditures are expected to be used principally for the following purposes:

▪Continue to expand fiber deployment ~~primarily in expansion markets~~;

▪Support broadband growth and success-based spending; and

▪Maintain and enhance existing infrastructure including build-out requirements of state broadband and E-ACAM programs.

TDS intends to finance its capital expenditures for 2025 using primarily Cash flows from operating activities, ~~existing~~dividends ~~cash balances~~ and ~~additional debt financing from its~~ existing ~~agreements~~cash ~~and/or other forms of available financing~~balances.

Divestitures

TDS is engaged and may in the future be engaged in negotiations (subject to all applicable regulations) relating to the divestiture of companies, properties and assets. In general, TDS does not disclose such transactions until there is a definitive agreement.

See Note 6 — Divestitures in the Notes to Consolidated Financial Statements for additional information related to divestitures.

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Other Obligations

TDS will require capital for future spending on existing contractual obligations, including long-term debt obligations; preferred stock dividend obligations; lease commitments; ~~commitments for device purchases, network facilities and transport services;~~ E-ACAM obligations; agreements for software licensing; long-term marketing programs; and other agreements to purchase ~~goods~~products or services. TDS has taken ~~and expects to continue to take~~ steps to reduce and defer capital expenditures to lower its funding needs. Refer to Liquidity and Capital Resources within this MD&A for additional information.

Variable Interest Entities

TDS consolidates certain “variable interest entities” as defined under GAAP. See Note 9 — Variable Interest Entities in the Notes to Consolidated Financial Statements for additional information related to these variable interest entities. TDS may elect to make additional capital contributions and/or advances to these variable interest entities in future periods to fund their operations.

Common Share Repurchase Program

During the ~~three~~six months ended ~~March~~June 3130, 2025, ~~UScellular~~Array repurchased 328,835 Common Shares for $21 million at an average cost per share of $63.49. As of ~~March~~June 3130, 2025, the total cumulative amount of ~~UScellular~~Array Common Shares authorized to be repurchased is 658,107.

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Dividends

TDS paid quarterly dividends per outstanding share of $0.04 and $0.19 in the ~~first~~second quarter of 2025 and 2024, respectively. It is uncertain at this time how the outcome of the ~~ongoing~~ strategic ~~alternatives~~ review process for ~~UScellular~~Array, TDS' available opportunities to reinvest in its businesses, or TDS' ongoing liquidity needs, may impact the decisions of the TDS Board of Directors regarding the declaration of future dividends.

TDS paid quarterly dividends per outstanding Series UU depositary share (each representing 1/1,000th of a Preferred Share) of $0.414 in the ~~first~~second quarter of 2025 and 2024.

TDS paid quarterly dividends per outstanding Series VV depositary share (each representing 1/1,000th of a Preferred Share) of $0.375 in the ~~first~~second quarter of 2025 and 2024.

~~UScellular~~Array has not paid any regular cash dividends in recent periods. ~~and~~In ~~currently~~conjunction ~~intends~~with the close of the transaction of the sale of Array's wireless operations to ~~retain~~T-Mobile ~~all~~on ~~earnings~~August 1, 2025, on this same date, the Array Board of Directors declared a special dividend per Common and Series A outstanding share of $23.00 for ~~use~~shareholders inof ~~UScellular’s~~record ~~business~~on August 11, 2025, which will be payable on August 19, 2025. ~~However~~TDS, ~~UScellular~~which ~~expects~~owns 82.5% of the ~~agreement~~equity ~~with~~of ~~T-Mobile~~Array ~~combined~~as ~~with~~of ~~various~~June ~~wireless~~30, ~~spectrum~~2025, ~~license~~will ~~transactions~~receive ~~that~~its ~~were~~pro-rata ~~announced~~share toof ~~deliver~~the ~~substantial~~special ~~proceeds~~dividend. ~~When~~Array ~~the~~expects its pending sales of spectrum licenses to AT&T~~-Mobile~~ ~~transaction~~and ~~closes~~Verizon, which isare subject to regulatory ~~approval~~approvals and customary closing conditions, ~~UScellular~~to ~~expects~~deliver ~~the~~substantial ~~UScellular~~proceeds and expects its Board of Directors to declare ~~the~~special ~~first~~dividends upon closure of ~~potentially~~these ~~several,~~transactions. ~~special~~The Array Board of Directors may declare regular cash dividends toafter ~~UScellular~~the ~~shareholders~~close of these transactions.

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Consolidated Cash Flow Analysis

~~TDS~~The ~~operates~~following adiscussion ~~capital-intensive~~summarizes ~~business.~~Array's ~~TDS~~cash ~~makes~~flow ~~substantial~~activities ~~investments to acquire wireless spectrum licenses and to construct and upgrade communications networks and facilities with a goal of creating long-term value~~ for ~~shareholders.~~the Insix ~~recent~~months ~~years,~~ended ~~rapid~~June changes in technology and new opportunities have required substantial investments in potentially revenue‑enhancing and cost-saving upgrades to TDS’ networks. Revenues from certain of these investments are long-term and in some cases are uncertain. To meet its cash-flow needs30, ~~TDS~~2025 ~~may need to delay or reduce certain investments, dividend payments or sell assets. Refer to Liquidity~~ and ~~Capital Resources within this MD&A and Note 6 — Divestitures in the Notes to Consolidated Financial Statements for additional information~~2024. Cash flows may fluctuate from quarter to quarter and year to year due to seasonality, timing and other factors. ~~The~~This ~~following~~ discussion ~~summarizes~~is ~~TDS'~~intended ~~cash~~to ~~flow~~highlight ~~activities~~the ~~for~~significant ~~the~~changes ~~three~~and ~~months~~is ~~ended~~not ~~March~~intended ~~31,~~to ~~2025~~fully ~~and~~reconcile ~~2024~~the changes.

2025 Commentary

TDS’ Cash, cash equivalents and restricted cash ~~decreased~~increased $13175 million. Net cash provided by operating activities was $~~186~~607 million due to net income of $1230 million adjusted for non-cash items of $~~257~~488 million, and distributions received from unconsolidated entities of $1188 million, ~~and~~including $34 million in distributions from the LA Partnership. Distributions from certain equity method investments operated by Verizon included a special distribution of $25 million related to proceeds received by Verizon managed entities related to Verizon's tower transaction with Vertical Bridge that closed in December 2024. The changes in working capital items ~~which~~increased ~~decreased~~ net cash by $941 million. The working capital changes were primarily driven by ~~payments~~reduced ofinventory ~~associate bonuses, wages~~ and ~~other~~receivable ~~benefits~~balances, ~~prepaid maintenance and timing of vendor payments,~~ partially offset by ~~reduced~~payment ~~receivable~~of ~~balances~~associate bonuses.

Cash flows used for investing activities were $~~123~~264 million, due primarily to payments for property, plant and equipment of $~~129~~286 million, partially offset by cash received from divestitures of $824 million.

Cash flows used for financing activities were $76168 million, due primarily to ~~the~~tax ~~payment~~withholdings, net of ~~$22 million~~cash ~~in dividends~~receipts, ~~the~~for ~~repurchase~~TDS ofand ~~$21~~Array ~~million~~stock-based ~~UScellular~~compensation ~~Common~~awards ~~Shares,~~of ~~tax~~$61 ~~payments~~million, ~~net~~the payment of ~~cash~~$44 million ~~receipts~~in dividends, ~~for~~the ~~TDS~~repurchase ~~and~~of ~~UScellular~~Array ~~stock-based~~Common ~~compensation~~Shares ~~awards~~ of $1321 million, cash paid for software license agreements of $1020 million and repayments on ~~the TDS and UScellular~~ long-term ~~loan~~debt agreements of $717 million.

2024 Commentary

TDS’ Cash, cash equivalents and restricted cash increased $876 million. Net cash provided by operating activities was $~~224~~626 million due to net income of $3845 million adjusted for non-cash items of $~~258~~509 million, distributions received from unconsolidated entities of $2280 million, including $37 million in distributions from the LA Partnership, and changes in working capital items which decreased net cash by $948 million. The working capital changes were primarily driven by payment of associate bonuses, ~~wages~~ and ~~other benefits, prepaid maintenance and~~ timing of vendor payments, partially offset by reduced ~~receivable and~~ inventory balances.

Cash flows used for investing activities were $~~246~~465 million, due primarily to payments for property, plant and equipment of $~~235~~451 million.

Cash flows provided by financing activities were $3085 million, due primarily to $300 million borrowed under the TDS term loan agreements, $100 million borrowed under the TDS revolving credit agreement and a $40 million borrowing under the ~~UScellular~~Array receivables securitization agreement. These were partially offset by $57200 million in repayments on the ~~UScellular~~TDS ~~receivables~~revolving ~~securitization~~credit agreement, ~~and~~$188 ~~the~~million ~~TDS~~in ~~and~~repayments ~~UScellular~~on ~~term~~the ~~loan~~Array ~~agreements~~receivables securitization agreement, the payment of $3961 million in dividends and cash paid for software license agreements of $921 million.

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Consolidated Balance Sheet Analysis

The following discussion addresses certain captions in the consolidated balance sheet and changes therein. This discussion is intended to highlight the significant changes and is not intended to fully reconcile the changes. Notable balance sheet changes during 2025 were as follows:

~~Prepaid~~Inventory, ~~expenses~~net

~~Prepaid~~Inventory, ~~expenses~~net ~~increased~~decreased $2653 million due primarily to ~~payments~~the ~~made~~sell ~~for~~through ~~software~~of inventory on hand and ~~equipment~~relatively ~~maintenance~~higher balances at December 31, 2024 due to seasonality.

Accrued compensation

Accrued compensation decreased $8853 million due primarily to associate bonus payments in March 2025.

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Supplemental Information Relating to Non-GAAP Financial Measures

TDS sometimes uses information derived from consolidated financial information but not presented in its financial statements prepared in accordance with GAAP to evaluate the performance of its business. Specifically, TDS has referred to the following measures in this report:

▪EBITDA

▪Adjusted EBITDA

▪Adjusted OIBDA

▪Free cash flow

These measures are considered “non-GAAP financial measures” under U.S. Securities and Exchange Commission Rules. Following are explanations of each of these measures.

EBITDA, Adjusted EBITDA and Adjusted OIBDA

EBITDA, Adjusted EBITDA and Adjusted OIBDA are defined as Net income adjusted for the items set forth in the reconciliation below. EBITDA, Adjusted EBITDA and Adjusted OIBDA are not measures of financial performance under 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 below are non-recurring, infrequent or unusual; such items may occur in the future.

Adjusted EBITDA is a segment measure reported to the chief operating decision maker for purposes of assessing the segments' performance. See Note 11 — Business Segment Information in the Notes to Consolidated Financial Statements for additional information.

Management uses Adjusted EBITDA and Adjusted OIBDA as measurements of profitability, and therefore reconciliations to applicable GAAP income measures 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 below 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, and expenses related to the strategic alternatives review of ~~UScellular~~Array, while Adjusted OIBDA reduces this measure further to exclude Equity in earnings of unconsolidated entities and Interest and dividend income in order to more effectively show the performance of operating activities excluding investment activities. The following tables reconcile EBITDA, Adjusted EBITDA and Adjusted OIBDA to the corresponding GAAP measures, Net income and/or Operating income. Income and expense items below Operating income are not provided at the individual segment level for ~~UScellular~~Array Wireless and ~~UScellular~~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.

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	Three Months EndedMarch 31,
	Three Months EndedJune 30,				Six Months EndedJune 30,
TDS - CONSOLIDATED	2025		2024		2025		2024
(Dollars in millions)
Net income (GAAP)	$	1218	$	387	$	30	$	45
Add back:
Income tax expense	83		206		12		26
Interest expense	6170		5773		129		131
Depreciation, amortization and accretion	~~234~~236		~~234~~233		472		467
EBITDA (Non-GAAP)	~~315~~327		~~349~~319		643		669
Add back or deduct:
Expenses related to strategic alternatives review	16		1121		32		33
(Gain) loss on asset disposals, net	49		79		12		16
(Gain) loss on sale of business and other exit costs, net	(18)		—		(9)		—
(Gain) loss on license sales and exchanges, net	(14)		~~(1)~~8		(5)		7
Adjusted EBITDA (Non-GAAP)	~~333~~340		~~366~~357		673		725
Deduct:
Equity in earnings of unconsolidated entities	3743		4239		79		82
Interest and dividend income	6		57		13		12
Other, net	32		1		5		2
Adjusted OIBDA (Non-GAAP)	~~287~~289		~~318~~310		576		629
Deduct:
Depreciation, amortization and accretion	~~234~~236		~~234~~233		472		467
Expenses related to strategic alternatives review	16		1121		32		33
(Gain) loss on asset disposals, net	49		79		12		16
(Gain) loss on sale of business and other exit costs, net	(18)		—		(9)		—
(Gain) loss on license sales and exchanges, net	(14)		~~(1)~~8		(5)		7
Operating income (GAAP)	$	3540	$	6739	$	74	$	106

	Three Months EndedMarch 31,
	Three Months EndedJune 30,				Six Months EndedJune 30,
UScellular	2025		2024
Array	2025		2024		2025		2024
(Dollars in millions)
Net income (GAAP)	$	2032	$	2418	$	52	$	42
Add back:
Income tax expense	204		2814		24		41
Interest expense	4045		4345		84		91
Depreciation, amortization and accretion	163		165		325		329
EBITDA (Non-GAAP)	~~243~~244		~~260~~242		485		503
Add back or deduct:
Expenses related to strategic alternatives review	1012		713		22		21
(Gain) loss on asset disposals, net	2		65		4		11
(Gain) loss on license sales and exchanges, net	(14)		~~(1)~~8		(5)		7
Adjusted EBITDA (Non-GAAP)	254		~~272~~268		506		542
Deduct:
Equity in earnings of unconsolidated entities	3642		4238		78		80
Interest and dividend income	34		23		6		6
Adjusted OIBDA (Non-GAAP)	~~215~~208		~~228~~227		422		456
Deduct:
Depreciation, amortization and accretion	163		165		325		329
Expenses related to strategic alternatives review	1012		713		22		21
(Gain) loss on asset disposals, net	2		65		4		11
(Gain) loss on license sales and exchanges, net	(14)		~~(1)~~8		(5)		7
Operating income (GAAP)	$	4135	$	5136	$	76	$	88

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	Three Months EndedMarch 31,
	Three Months EndedJune 30,				Six Months EndedJune 30,
UScellular Wireless	2025		2024
Array Wireless	2025		2024		2025		2024
(Dollars in millions)
EBITDA (Non-GAAP)	$	~~172~~165	$	~~183~~171	$	336	$	355
Add back or deduct:
Expenses related to strategic alternatives review	911		712		21		20
(Gain) loss on asset disposals, net	2		65		3		10
(Gain) loss on license sales and exchanges, net	(14)		~~(1)~~8		(5)		7
Adjusted EBITDA and Adjusted OIBDA (Non-GAAP)	~~182~~174		~~195~~196		355		392
Deduct:
Depreciation, amortization and accretion	~~152~~151		154		302		308
Expenses related to strategic alternatives review	911		712		21		20
(Gain) loss on asset disposals, net	2		65		3		10
(Gain) loss on license sales and exchanges, net	(14)		~~(1)~~8		(5)		7
Operating income (GAAP)	$	2014	$	2917	$	34	$	47

	Three Months EndedMarch 31,
	Three Months EndedJune 30,				Six Months EndedJune 30,
UScellular Towers	2025		2024
Array Towers	2025		2024		2025		2024
(Dollars in millions)
EBITDA (Non-GAAP)	$	3233	$	3330	$	65	$	62
Add back or deduct:
Expenses related to strategic alternatives review	1		—1		1		1
Adjusted EBITDA and Adjusted OIBDA (Non-GAAP)	33		33
(Gain) loss on asset disposals	—		—		1		1
Adjusted EBITDA and Adjusted OIBDA (Non-GAAP)	34		31		67		64
Deduct:
Depreciation, amortization and accretion	1112		11		23		21
Expenses related to strategic alternatives review	1		—1		1		1
Operating income (GAAP)	$	21	$	22
(Gain) loss on asset disposals, net	—		—		1		1
Operating income (GAAP)	$	21	$	19	$	42	$	41

	Three Months EndedMarch 31,
TDS TELECOM	2025		2024
(Dollars in millions)
Net income (GAAP)	$	4	$	24
Add back:
Income tax expense	1		7
Interest expense	(1)		(2)
Depreciation, amortization and accretion	71		65
EBITDA (Non-GAAP)	75		93
Add back or deduct:
(Gain) loss on asset disposals, net	2		2
Adjusted EBITDA (Non-GAAP)	76		95
Deduct:
Interest and dividend income	1		1
Other, net	2		1
Adjusted OIBDA (Non-GAAP)	73		93
Deduct:
Depreciation, amortization and accretion	71		65
(Gain) loss on asset disposals, net	2		2
Operating income (GAAP)	$	—	$	27

Numbers may not foot due to rounding.

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	Three Months Ended June 30,				Six Months Ended June 30,
TDS TELECOM	2025		2024		2025		2024
(Dollars in millions)
Net income (GAAP)	$	16	$	18	$	20	$	42
Add back:
Income tax expense	2		3		3		10
Interest expense	(1)		—		(2)		(2)
Depreciation, amortization and accretion	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
Deduct:
Depreciation, amortization and accretion	73		67		145		131
(Gain) loss on asset disposals, net	6		4		8		6
(Gain) loss on sale of business and other exit costs, net	(8)		—		(8)		—
Operating income (GAAP)	$	14	$	19	$	14	$	46

Numbers may not foot due to rounding.

Free Cash Flow

The following table presents Free cash flow, which is defined as Cash flows from operating activities less Cash paid for additions to property, plant and equipment and Cash paid for software license agreements. Free 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.

	Three Months EndedMarch 31,
	Six Months EndedJune 30,
	2025		2024
(Dollars in millions)
Cash flows from operating activities (GAAP)	$	~~186~~607	$	~~224~~626
Cash paid for additions to property, plant and equipment	(~~129~~286)		(~~235~~451)
Cash paid for software license agreements	(1020)		(921)
Free cash flow (Non-GAAP)	$	47301	$	~~(20)~~154

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Application of Critical Accounting Policies and Estimates

TDS prepares its consolidated financial statements in accordance with GAAP. TDS’ significant accounting policies are discussed in detail in Note 1 — Summary of Significant Accounting Policies, Note 2 — Revenue Recognition and Note 11 — Leases in the Notes to Consolidated Financial Statements included in TDS' Form 10-K for the year ended December 31, 2024. TDS’ application of critical accounting policies and estimates is discussed in detail in Management’s Discussion and Analysis of Financial Condition and Results of Operations, included in TDS’ Form 10-K for the year ended December 31, 2024.

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Private Securities Litigation Reform Act of 1995

Safe Harbor Cautionary Statement

This Form 10-Q, including exhibits, contains statements that are not based on historical facts and represent forward-looking statements, as this term is defined in the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, that address activities, events or developments that TDS intends, expects, projects, believes, estimates, plans or anticipates will or may occur in the future are forward-looking statements. The words “believes,” “anticipates,” “estimates,” “expects,” “plans,” “intends,” “projects” and similar expressions are intended to identify these forward-looking statements, but are not the exclusive means of identifying them. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, events or developments to be significantly different from any future results, events or developments expressed or implied by such forward-looking statements. Such risks, uncertainties and other factors include, but are not limited to, those set forth below, as more fully described under “Risk Factors” in ~~TDS’ Form 10-K for the year ended December 31, 2024 and in~~ this Form 10-Q. Each of the following risks could have a material adverse effect on TDS’ business, financial condition or results of operations. However, such factors are not necessarily all of the important factors that could cause actual results, performance or achievements to differ materially from those expressed in, or implied by, the forward-looking statements contained in this document. Other unknown or unpredictable factors also could have material adverse effects on future results, performance or achievements. TDS undertakes no obligation to update publicly any forward-looking statements whether as a result of new information, future events or otherwise. You should carefully consider the ~~Risk Factors in TDS’ Form 10-K for the year ended December 31, 2024, the~~ following factors and other information contained in, or incorporated by reference into, this Form 10-Q to understand the material risks relating to TDS’ business, financial condition or results of operations.

Announced Transactions and Strategic Alternatives Review Risk Factors

▪~~TDS~~Closing ~~and UScellular entered into a Securities Purchase Agreement dated as~~ of ~~May~~the ~~24, 2024 with~~ T-Mobile ~~and~~transaction ~~USCC~~occurred Wireless Holdings, LLC, pursuant to which, among other things, UScellular has agreed to sell its wireless operations and select spectrum assets to T-Mobile. In addition, UScellular, and certain subsidiaries of UScellular, entered into the Verizon Purchase Agreement on ~~October~~August 171, ~~2024~~2025, and ~~the~~will ~~AT&T~~require ~~Purchase~~substantial ~~Agreement~~changes ~~on November 6, 2024~~ to ~~sell certain wireless spectrum licenses. There is no guarantee that~~ the ~~transactions~~manner ~~contemplated~~in bywhich ~~the~~Array’s ~~Securities~~remaining ~~Purchase~~business ~~Agreement,~~is ~~the Verizon Purchase Agreement~~conducted, orwhich the AT&T Purchase Agreement will be able to be consummated or that UScellular will be able to find buyers at mutually agreeable prices for its spectrum assets not subject to the Securities Purchase Agreement, the Verizon Purchase Agreement, or the AT&T Purchase Agreement. Costs and uncertainties related to the transactions could have a material adverse ~~effects~~effect on ~~TDS’~~Array's financial condition orand results of operations.

▪IfArray and certain subsidiaries of Array entered into the ~~T-Mobile~~Verizon Purchase Agreement on October 17, ~~Verizon~~2024 and the AT&T ~~transactions~~Purchase ~~are~~Agreement ~~not~~on ~~consummated~~November 6, ~~substantial~~2024 ~~changes~~to ~~will~~sell becertain ~~required~~wireless tospectrum licenses. There is no guarantee that the ~~manner~~transactions incontemplated ~~which~~by ~~UScellular’s~~the ~~wireless~~Verizon ~~business~~Purchase isAgreement ~~conducted,~~or ~~and~~the weAT&T ~~expect~~Purchase ~~there~~Agreement will be aconsummated. ~~material~~Costs and uncertainties related to these transactions could have adverse ~~effect~~effects on ~~TDS~~Array's financial condition ~~and~~or results of operations.

▪If the T-Mobile, Verizon and AT&T transactions are consummated, substantial costs will be triggered and substantial changes will be required to the manner in which UScellular’s remaining business is conducted, which could have a material adverse effect on TDS' financial condition and results of operations.

Operational Risk Factors

▪AAn ~~delay~~inability ~~or failure by TDS~~ to ~~complete~~monetize ~~significant~~the ~~network~~remaining ~~construction~~spectrum ~~and~~assets ~~systems~~as ~~implementation~~well ~~activities~~ as ~~part~~the ofongoing ~~its~~costs ~~plans~~ to ~~improve~~retain the ~~quality, coverage, capabilities and capacity of its network, support and other systems and infrastructure as well as renew wireless~~ spectrum ~~licenses,~~ could adversely affect ~~its~~TDS’ operations.

▪~~Intense~~A ~~competition~~delay ~~involving~~or ~~products,~~failure ~~services,~~by ~~pricing,~~TDS ~~promotions~~to ~~and~~complete significant network ~~speed~~construction and ~~technologies~~systems ~~could~~implementation ~~adversely~~activities ~~affect~~as ~~TDS’~~part ~~revenues~~of orits ~~increase~~plans to improve the quality and capacity of its ~~costs~~network, tosupport ~~compete.~~and other systems and infrastructure, could adversely affect its operations.

▪~~TDS’~~Increasing ~~lack~~competition ~~of scale and structural disadvantages, particularly~~ in the ~~wireless~~tower ~~business, relative to larger competitors that may have greater financial~~ and ~~other~~wireline ~~resources~~industries ~~than TDS has caused and~~ could ~~continue~~adversely toaffect ~~cause~~ TDS’ ~~to be unable to compete successfully~~revenues, ~~which~~negatively ~~has~~impact ~~adversely~~future ~~affected~~growth and ~~could~~increase ~~continue to adversely affect~~ its ~~business,~~costs ~~financial~~to ~~condition or results of operations~~compete.

▪~~Changes~~A substantial portion of Array revenues are derived from a small number of tenants concentrated in ~~roaming~~the ~~practices~~wireless orindustry ~~other~~and ~~factors~~the ~~could~~loss ~~cause~~or ~~TDS’~~financial ~~roaming~~difficulties ~~revenues~~of tosuch ~~decline~~tenants ~~from~~may ~~current~~adversely ~~levels,~~affect ~~roaming~~Array’s ~~expenses~~business, tofinancial ~~increase~~condition, ~~from~~results ~~current~~of ~~levels~~operations and~~/or~~ ~~impact~~future ~~TDS’~~growth. ~~ability~~Array towill ~~service~~be particularly reliant on its ~~customers~~relationship with T-Mobile. Lower demand for wireless services, negative trends in ~~geographic~~the ~~areas~~wireless ~~where~~industry ~~TDS~~or ~~does~~changes ~~not~~in ~~have~~customer ~~its~~business ~~own~~models ~~network,~~may ~~which~~decrease ~~could~~the ~~have~~revenues anArray ~~adverse~~receives ~~effect~~from onits ~~TDS~~tenants, which could adversely affect Array’s business, financial condition, or results of operations. and future growth.

▪TDS’ lack of scale relative to larger competitors that may have greater financial and other resources than TDS could cause TDS to be unable to compete successfully, which could adversely affect its business, financial condition or results of operations.

▪Inability to protect TDS’ real estate rights, with respect to land leases, could have an adverse effect on TDS’ business, financial condition or results of operations.

▪TDS’ business, financial condition or results of operations may be adversely impacted by extreme weather events, climate-related events, natural disasters, including wildfires, and other unforeseen events.

▪An inability to attract people of outstanding talent throughout all levels of the organization, to develop their potential through education and assignments, and to retain them by keeping them engaged, challenged and properly rewarded could have an adverse effect on TDS' business, financial condition or results of operations.

▪Changes in various business factors, including changes in demand, consumer preferences and perceptions, price competition, cost increases, ~~churn from customer switching activity~~ and other factors, could have an adverse effect on TDS’ business, financial condition or results of operations.

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▪A failure by TDS to obtain access to adequate radio spectrum to meet current or anticipated future needs and/or to accurately predict future needs for radio spectrum could have an adverse effect on TDS’ business, financial condition or results of operations.

▪Advances or changes in technology could render certain technologies used by TDS obsolete, could put TDS at a competitive disadvantage, could reduce TDS’ revenues or could increase its costs of doing business.

▪~~Complexities~~Costs, ~~associated~~integration ~~with~~problems ~~deploying~~or ~~new~~other ~~technologies~~factors ~~present~~associated ~~substantial~~with ~~risk~~acquisitions or divestitures and/or expansion of TDS’ ~~investments~~businesses incould ~~unproven~~have ~~technologies~~an ~~may~~adverse ~~not~~effect ~~produce~~on ~~the~~TDS’ ~~benefits~~business, ~~that~~financial ~~TDS~~condition ~~expects~~or results of operations.

▪~~Costs,~~Difficulties ~~integration~~involving ~~problems~~third orparties ~~other~~TDS ~~factors~~does ~~associated~~business with ~~acquisitions~~, ~~divestitures~~including orchanges ~~exchanges~~in ofthe ~~properties~~relationship orwith ~~wireless~~TDS ~~spectrum~~or ~~licenses~~financial ~~and/~~or ~~expansion~~operational ofdifficulties, ~~TDS’~~including ~~businesses~~supply ~~could~~chain ~~have~~disruptions anof ~~adverse~~key ~~effect~~suppliers, oncould adversely affect TDS’ business, financial condition or results of operations.

▪Difficulties involving third parties with which TDS does business, including changes in TDS’ relationships with or financial or operational difficulties, including supply chain disruptions, of key suppliers or independent agents and third-party national retailers who market TDS’ services, could adversely affect TDS’ business, financial condition or results of operations.

▪A failure by TDS to maintain flexible and capable telecommunication networks or information technologies, or a material disruption thereof, could have an adverse effect on TDS’ business, financial condition or results of operations.

Financial Risk Factors

▪Uncertainty in TDS’ or ~~UScellular~~Array's future cash flow and liquidity, its level of indebtedness or the inability to access capital, deterioration in the capital markets, changes in interest rates, other changes in TDS’ or ~~UScellular~~Array's performance or market conditions, changes in TDS’ or ~~UScellular~~Array's credit ratings or other factors could limit or restrict the availability of financing on terms and prices acceptable to TDS, which ~~has~~may ~~required and is expected in the future to~~ require TDS to reduce or delay its construction, development or acquisition programs, divest assets ~~or businesses~~, and/or reduce or cease share repurchases and/or the payment of common shareholder dividends.

▪TDS has a significant amount of indebtedness which could adversely affect its financial performance and in turn adversely affect its ability to make payments on its indebtedness, comply with terms of debt covenants and incur additional debt.

▪TDS has entered into a Senior Secured Credit Agreement that imposes certain restrictions on its business and operations that may affect its ability to operate its business and make payments on its indebtedness.

▪TDS’ assets and revenue are concentrated primarily in the U.S. telecommunications industry. Consequently, its operating results may fluctuate based on factors related primarily to conditions in this industry.

▪TDS has significant investments in wireless operating entities that it does not control. Losses in the value of such investments could have an adverse effect on TDS’ financial condition, cash flows or results of operations.

Regulatory, Legal and Governance Risk Factors

▪Failure by TDS to timely or fully comply with any existing applicable legislative and/or regulatory requirements or changes thereto could adversely affect TDS’ business, financial condition or results of operations.

▪TDS receives significant regulatory support, and is also subject to numerous surcharges and fees from federal, state and local governments – the applicability and the amount of the support and fees are subject to uncertainty, including the ability to pass through certain fees to customers, and this uncertainty could have an adverse effect on TDS’ business, financial condition or results of operations.

▪Settlements, judgments, restraints on its current or future manner of doing business and/or costs resulting from pending and future legal and policy proceedings could have an adverse effect on TDS’ business, financial condition or results of operations.

▪The possible development of adverse precedent in litigation or conclusions in professional or environmental studies to the effect that potentially harmful emissions from devices or network equipment, including but not limited to radio frequencies emitted by wireless signals or due to contamination from network cabling, may cause harmful health or environmental consequences, including cancer, tumors or otherwise harmful impacts, or may interfere with various electronic medical devices or frequencies used by other industries, could have an adverse effect on TDS’ wireless and/or wireline business, financial condition or results of operations.

▪Claims of infringement of intellectual property and proprietary rights of others, primarily involving patent infringement claims, could prevent TDS from using necessary technology to provide products or services or subject TDS to expensive intellectual property litigation or monetary penalties, which could have an adverse effect on TDS’ business, financial condition or results of operations.

▪Certain matters, such as control by the TDS Voting Trust and provisions in the TDS Restated Certificate of Incorporation, may serve to discourage or make more difficult a change in control of TDS or have other consequences.

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General Risk Factors

▪TDS has experienced, and in the future expects to experience, cyber-attacks or other breaches of network or information technology security of varying degrees on a regular basis, which could have an adverse effect on TDS' business, financial condition or results of operations.

▪Disruption in credit or other financial markets, a deterioration of U.S. or global economic conditions or other events could, among other things, impede TDS’ access to or increase the cost of financing its operating and investment activities and/or result in reduced revenues and lower operating income and cash flows, which would have an adverse effect on TDS’ business, financial condition or results of operations.

▪The impact of public health emergencies on TDS' business is uncertain, but depending on duration and severity could have a material adverse effect on TDS' business, financial condition or results of operations.34

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Risk Factors

InDue ~~addition~~ to the ~~information~~close ~~set~~of ~~forth~~the ~~in this Form 10~~T-QMobile transaction, ~~you should carefully consider~~ the risk factors discussed in Part I, “Item 1A. Risk Factors” in TDS’ Form 10-K for the year ended December 31, 2024, ~~which~~have been updated as disclosed below. Each of the following risks could ~~materially~~have ~~affect~~a material adverse effect on TDS’ business, financial condition or ~~future~~ results of operations. The risks described in this Form 10-Q ~~and the Form 10-K for the year ended December 31, 2024,~~ may not be the only risks that could affect TDS. Additional unidentified or unrecognized risks and uncertainties could materially adversely affect TDS’ business, financial condition and/or operating results. Subject to the foregoing, TDS has not identified for disclosure any material changes to the risk factors as previously disclosed in TDS’ Annual Report on Form 10-K for the year ended December 31, 2024.

33Announced Transactions and Strategic Alternatives Review Risk Factors

1)Closing of the T-Mobile transaction occurred on August 1, 2025, and will require substantial changes to the manner in which Array’s remaining business is conducted, which could have a material adverse effect on Array's financial condition and results of operations.

The successful closing of the T-Mobile transaction on August 1, 2025 will require significant changes to the manner in which the Array business is operated. The remaining Array business, which includes the tower business, non-controlling interests in certain wireless operating companies and wireless spectrum licenses, certain of which are subject to other sale agreements, is of a significantly smaller scale than its historical operations. This could produce operational, cost and borrowing disadvantages relative to its historical operations.

Upon receipt of regulatory approval, TDS and Array accelerated the recognition of certain cash and non-cash obligations related to employee compensation, severance and stock awards. Additional significant costs that include contingent advisory fees, income tax expense, administrative costs, restructuring expenses and other wind down costs are anticipated to be recorded upon and following the close on August 1, 2025. Significant additional transaction costs related to pending and potential future spectrum sales, ongoing restructuring expenses and wind down costs are expected to be incurred into the foreseeable future as the strategic alternatives process is completed. Additionally, it is uncertain which towers T-Mobile will choose to permanently locate on, and therefore, it is unknown how many and which towers with no tenants will remain in Array's tower portfolio. Array may incur significant decommissioning costs for certain towers that Array elects to retire, and such decommissioning costs are also expected to include remaining obligations under related ground leases for certain towers. These decommissioning costs may have a significant adverse impact on TDS’ future cash flows and financial statements.

At the closing of the T-Mobile transaction, Array and T-Mobile entered into a MLA, pursuant to which, among other things, T-Mobile will lease space on certain additional Array-owned towers for a minimum of 15 years and also commit to 15 year minimum extensions of existing leases for Array-owned towers. As a result, Array’s business is substantially dependent upon T-Mobile, and if T-Mobile fails to meet its obligations under these leases to Array, this would have a significant adverse impact on TDS’ business and financial statements.

See Note 6 — Divestitures and Note 12 — Subsequent Events in the Notes to Consolidated Financial Statements for additional information.

2)Array and certain subsidiaries of Array entered into the Verizon Purchase Agreement on October 17, 2024 and the AT&T Purchase Agreement on November 6, 2024 to sell certain wireless spectrum licenses. There is no guarantee that the transactions contemplated by the Verizon Purchase Agreement or the AT&T Purchase Agreement will be consummated. Costs and uncertainties related to these transactions could have adverse effects on Array's financial condition or results of operations.

On October 17, 2024, Array, and certain subsidiaries of Array, entered into the Verizon Purchase Agreement to sell certain AWS, Cellular and PCS wireless spectrum licenses and agreed to grant Verizon certain rights to lease such licenses prior to the transaction close.

On November 6, 2024, Array, and certain subsidiaries of Array, entered into the AT&T Purchase Agreement to sell certain 3.45 GHz and 700 MHz wireless spectrum licenses and agreed to grant AT&T certain rights to lease and sub-lease such licenses prior to the transaction close.

The Verizon and AT&T transactions are subject to regulatory approval, which Array may not be able to obtain on the terms or timeline currently contemplated, or at all. Similarly, Array may not be able to satisfy the other closing conditions applicable to each of the transactions, which in the case of the Verizon transaction, includes the termination of the T-Mobile Short-Term Spectrum Manager Lease Agreement. If the Verizon and AT&T transactions are not consummated, the funds contemplated to be received as a result of such transactions will not be available for investment in Array’s business, repayment of debt, or dividends to Array stockholders, including TDS. Further, TDS’ and Array’s stock price likely would decline to the extent that the current market price reflects an assumption that these transactions will be completed. The uncertainty regarding the Verizon and AT&T transactions and the continued efforts to monetize the remaining spectrum assets could result in adverse effects on TDS’ financial condition or results of operations and volatility in TDS’ and Array's stock price.

The strategic alternatives review process has already resulted in the incurrence of significant expense primarily related to legal and financial advisors - this is expected to continue. Further, as a result of changes to its spectrum units of accounting, Array recognized a significant impairment on its spectrum assets during 2024 and expects further events and circumstances may result in additional impairments for the spectrum that is retained after the close of the T-Mobile transaction, including the spectrum that is pending sale if such sales do not close as expected.

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There can be no assurance that the strategic alternatives review process, which is ongoing, will result in the transactions with Verizon and AT&T being successfully completed, or successful monetization of other remaining spectrum, or that these processes or any outcomes of these processes will not have an adverse impact on TDS’ business or financial statements.

See Note 6 — Divestitures in the Notes to Consolidated Financial Statements for additional information related to the Verizon and AT&T transactions.

Operational Risk Factors

3)An inability to monetize the remaining spectrum assets as well as the ongoing costs to retain the spectrum could adversely affect TDS’ operations.

Array may be unable to find buyers at mutually agreeable prices for its spectrum assets not subject to the pending Verizon and AT&T transactions. Further, the opportunity to monetize the remaining spectrum assets will depend on a variety of factors, including industry data usage, availability of new spectrum through FCC spectrum auctions and the potential disposition of other wireless businesses.

In addition, most of the remaining spectrum licenses not subject to the Verizon and AT&T transactions have FCC build-out requirements that have not yet been fully satisfied. Compliance with such requirements would require significant investments and Array no longer has an existing wireless business to operate the retained spectrum. Additionally, if the Verizon and AT&T transactions are not completed, Array would retain additional wireless spectrum licenses with no wireless business to operate the spectrum. As renewal of all wireless spectrum licenses is predicated upon their initial and continued operation in accordance with FCC requirements, such licenses could be subject to forfeiture if Array does not incur significant costs and expenses to operate the spectrum prior to renewal or engage another carrier to do so. All of these events could have a significant adverse effect on TDS’ financial condition, cash flows, and results of operations.

4)A delay or failure by TDS to complete significant network construction and systems implementation activities as part of its plans to improve the quality and capacity of its network, support and other systems and infrastructure, could adversely affect its operations.

TDS’ business plan includes significant construction activities and enhancements to its network, support and other systems and infrastructure. As TDS continues to build out and enhance its network, TDS must, among other things, continue to:

▪Obtain zoning variances or other local governmental or third-party approvals or permits for network construction; and

▪Improve, expand and maintain customer care, network management, billing and other financial and management systems.

Any difficulties encountered in completing these activities, as well as problems in vendor equipment availability, labor availability, inflation or other pressures on costs, technical resources, system performance or system adequacy, could delay expansion of operations and product capabilities in new or existing markets or result in increased costs. Failure to successfully build-out and enhance TDS’ network, support facilities and other systems and infrastructure in a cost-effective manner, and in a manner that satisfies consumers' expectations for quality could adversely affect TDS’ business, business prospects, financial condition or results of operations.

TDS’ wireline and cable businesses are devoting a substantial amount of capital for fiber builds in its markets using a combination of internal and third-party construction crews. TDS is also often reliant on third parties for items such as franchises, utility locates and easements, aerial attachments and other permits. Difficulties with third-party performance could cause delays or additional costs. Any difficulties in supply chain constraints, labor shortages, project management, engineering or construction resources, or difficulties in build activities, including inadvertently damaging other utility lines or pipes, could delay construction and expansion of operations, cause reputational harm or result in increased costs. Continued delays, incremental delays or failure to complete its deployment activities could weaken TDS' competitive position in certain of its markets, causing TDS to modify its deployment plans or write-off investments, which could have an adverse effect on TDS’ business, business prospects, financial condition or results of operations.

5)Increasing competition in the tower and wireline industries could adversely affect TDS’ revenues, negatively impact future growth and increase its costs to compete.

Competition in the wireline industry is intensified with the increasing deployment of broadband technologies, MVNO plans offering wireless services, and enhanced video services. Incumbent carriers are upgrading existing networks with higher speed broadband services and overbuilders are deploying broadband to compete with legacy incumbent carriers. Overbuilding activity is increasing with investments by venture capital and private equity and with additional access to state and federal funding. Sources of competition to TDS’ wireline and cable businesses include, but are not limited to, other cable companies, fiber overbuilders, incumbent carriers, wireless communications providers, resellers of local exchange services, interexchange carriers, satellite broadband providers, access providers, VoIP providers and providers using other emerging technologies. Customers may choose to substitute their wireline services using satellite, wireless and other technologies, which may be preferred to technologies offered by TDS. If TDS cannot keep pace with its competition in deploying higher speed technologies, offering competitive products and services at competitive prices and providing attractive video content options, TDS' financial condition, results of operations or ability to do business could be adversely affected.

TDS’ wireline business introduced MVNO plans offering wireless services to customers in its service areas. TDS’ MVNO offerings are reliant on third parties to deliver adequate wireless service to these customers and may not be able to successfully compete with wireless options provided by other industry competitors who have access to greater scale and financial resources than TDS. There is no guarantee that these MVNO plans will attract or retain broadband customers.

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Competition in the tower industry is robust, as Array competes with public and private tower companies, private equity sponsored tower companies, and owners of non-communications sites such as utility towers, rooftop structures, water towers, and other alternative structures. Many of these competitors are larger than Array, have greater financial and other resources, have more advantageous tower locations than Array, have greater capacity on their towers, and have more scale nationwide than Array. Such factors could result in an inability to acquire or build additional towers, difficulty in leasing tower space or renewing leases, or cause lease revenue to decline in the future. Specifically, Array could be negatively impacted by the following factors, among others:

▪Increased pressure on pricing resulting from increased tenant churn or reduced tenancy rates;

▪Low profit margins and returns on investment that are below Array’s cost of capital;

▪Increased operating and capital expenditure costs due to inflation and other factors; and

▪Limited opportunities for strategic partnerships.

6)A substantial portion of Array revenues are derived from a small number of tenants concentrated in the wireless industry and the loss or financial difficulties of such tenants may adversely affect Array’s business, financial condition, results of operations and future growth. Array will be particularly reliant on its relationship with T-Mobile. Lower demand for wireless services, negative trends in the wireless industry or changes in customer business models may decrease the revenues Array receives from its tenants, which could adversely affect Array’s business, financial condition, results of operations and future growth.

A substantial portion of Array revenues are derived from a small number of tenants concentrated in the wireless industry including Verizon, AT&T, Echostar Communications, and particularly T-Mobile (collectively, large carriers). As it relates to the large carriers, a reduction in the demand for tower leasing, reduced capital expenditures or operating expenses on networks, financial difficulties, or other business factors at such large carriers, may adversely affect Array’s revenues, results of operations, cash flows, financial condition, liquidity and future growth. If the large carriers or other current or potential tenants are unable to raise adequate capital to fund their business plans or encounter capital constraints, they may reduce spending, file for bankruptcy, or consolidate, reduce or terminate operations, which could adversely affect the demand for leasing space on towers and negatively impact both Array’s current revenue and cash flows, as well as future growth opportunities. Array’s revenues may be adversely affected by negative trends in the wireless industry, changes in the business model of its tenants or reduced demand for its large carriers’ services among their end users. Specifically, Array’s business, financial condition, revenues, liquidity, results of operations and future growth may be adversely affected by the following factors, among others:

▪The overall size and growth rate of Array’s tenant base;

▪Demand for or usage of wireless services, particularly data services;

▪Delays or failures of FCC spectrum auctions and wireless carriers ability to deploy new spectrum;

▪Emergence of new technologies that reduce the need for towers;

▪Lack of use cases to monetize new 6G technologies that require deploying equipment on towers;

▪Consolidation, co-location and/or spectrum sharing by wireless carriers that reduces the need for towers;

▪Wireless carriers may change the mix of their network investments away from tower related investments;

▪Economic downturn that results in wireless carriers reducing network capital expenditures; and

▪Large carriers exercise of pricing power to reduce tower rents

7)TDS’ lack of scale relative to larger competitors that may have greater financial and other resources than TDS could cause TDS to be unable to compete successfully, which could adversely affect its business, financial condition or results of operations.

TDS has lack of scale compared to larger competitors. TDS may be unable to compete successfully with larger companies that have substantially greater financial, technical, marketing, sales, purchasing and distribution resources or that offer more services than TDS, and this could adversely affect TDS’ revenues and costs of doing business. Specifically, TDS’ lack of scale relative to most of its competitors could have the following impacts, among others:

▪Low profit margins and returns on investment that are below TDS’ cost of capital;

▪Increased operating and capital expenditure costs due to lack of leverage with vendors and dispersed geography;

▪Inability to meet build-out requirements of state and federal broadband programs;

▪Limited opportunities for strategic partnerships as potential partners are focused on telecommunications companies with greater scale and scope;

▪Limited access to content, as well as limited ability to obtain acceptably priced content and programming;

▪Limited ability to influence industry standards;

▪Reduced ability to invest in research and development of new services and products;

▪Lower risk tolerance when evaluating new markets;

▪Vendors may deem TDS non-strategic and not develop or sell services and products to TDS;

▪Limited access to intellectual property; and

▪Other limited opportunities such as for software development or third-party distribution.

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8)Inability to protect TDS’ real estate rights, with respect to land leases, could have an adverse effect on TDS’ business, financial condition or results of operations.

A significant number of Array’s towers are located on land subject to operating leases. For various reasons, landowners may not want to renew their ground agreements with Array, may lose rights to their land, or may transfer their land interests to other parties, including ground lease aggregators, which could adversely affect Array’s ability to renew ground agreements, or to renew such ground agreements on commercially viable terms and/or terms that are significantly less favorable than those that have historically been in place. Array’s inability to protect rights to the land under its towers, or its inability to lease such land on commercially viable terms and/or terms that are significantly less favorable than those that have historically been in place, may have a material adverse effect on TDS’ business, cash flows, results of operations or financial condition.

9)TDS’ business, financial condition or results of operations may be adversely impacted by extreme weather events, climate-related events, natural disasters, including wildfires, and other unforeseen events.

Array’s towers and TDS Telecom’s network are subject to risks from unforeseen events such as extreme weather events, wildfires or natural disasters (including as a result of any potential effects of climate change), or Array’s towers may collapse for any number of reasons, including structural deficiencies. In the event Array’s towers or TDS Telecom’s network are adversely impacted by an unforeseen event, customers may not be obligated or willing to pay for their services while Array and TDS Telecom may be required to continue paying related fixed expenses, including expenses for ground leases and other property interests. Any such unforeseen event impacting a material portion of Array’s towers or TDS Telecom’s network could, among other things, interrupt or delay service to customers, damage or delay deployment of new towers, damage network equipment, or could result in legal claims or penalties, reputational damage, negative market perception, or costly response measures, which could adversely affect TDS’ business, cash flows, financial condition or results of operations. In addition, Array has energy sources on certain of its tower sites and TDS Telecom has electrical lines on certain of its poles, and any unforeseen event may cause damage to surrounding property. Array and TDS Telecom maintain insurance to cover the estimated cost of replacing damaged towers and damage to surrounding property and network equipment, but there can be no assurances that such coverage will be adequate to cover exposure from such events.

10)An inability to attract people of outstanding talent throughout all levels of the organization, to develop their potential through education and assignments, and to retain them by keeping them engaged, challenged and properly rewarded could have an adverse effect on TDS' business, financial condition or results of operations.

TDS’ ability to sustain and grow its business and execute on its strategy requires TDS, in part, to attract, recruit and retain qualified and experienced associates, including key management personnel and other talent. Due to competition, limited supply, and/or rising wage levels for qualified management, technical and other personnel, there can be no assurance that TDS will be able to attract and/or retain people of outstanding potential for leadership and development of its business. The loss of existing key personnel due to competition, wage levels and/or retirements, the failure to recruit highly skilled personnel in a timely and cost-effective manner, the failure of the leadership transition following the close of the T-Mobile transaction, or the failure to have effective succession planning, could have an adverse effect on TDS’ business, financial condition or results of operations.

11)Changes in various business factors, including changes in demand, consumer preferences and perceptions, price competition, cost increases and other factors, could have an adverse effect on TDS’ business, financial condition or results of operations.

Changes in any of several factors could have an adverse effect on TDS’ business, financial condition or results of operations. These factors include, but are not limited to:

▪Consumer preferences, including internet speed;

▪Consumer perceptions of network quality and performance;

▪Consumer expectations for self-service options through digital means;

▪Competitive pressure to deliver higher speed;

▪Competitive pressure from promotional activity;

▪The pricing of services, including an increase in price-based competition;

▪Inflationary pressures on costs without corresponding price increases for TDS' services;

▪Access to and cost of programming;

▪The overall size and growth rate of TDS’ customer base;

▪Selling expenses;

▪Net customer acquisition and retention costs;

▪Customers’ ability to pay for services and the potential impact on bad debts expense;

▪Third-party vendor support;

▪Capacity constraints;

▪The mix of services and products offered by TDS and purchased by customers; and

▪The costs of providing services and products.

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12)Advances or changes in technology could render certain technologies used by TDS obsolete, could put TDS at a competitive disadvantage, could reduce TDS’ revenues or could increase its costs of doing business.

The telecommunications industry is experiencing significant changes in technologies and services expected by customers, as evidenced by evolving industry standards, ongoing improvements in the capacity and quality of digital technology, shorter development cycles for new services and products, and enhancements and changes in end-user requirements and preferences. Advances in technology could change the amount of tower space needed by wireless companies. Also, high-speed wireless networks (wireless broadband) represent a risk for TDS’ wireline and cable businesses as customers may elect to substitute their wireline or cable broadband connection with wireless broadband. Further, fixed-mobile bundled services that combine wireline broadband services with mobile services represent a competitive threat. If the trend toward bundling continues, TDS is at a competitive disadvantage compared to larger competitors, including cable companies, the national wireless carriers and other potential large new entrants with much greater financial and other resources in adapting to such bundling. Future technological changes or advancements may enable other technologies to equal or exceed TDS’ current levels of service and render its system infrastructure obsolete. TDS may not be able to respond to such changes and implement new technology on a timely or cost-effective basis, which could reduce its revenues or increase its costs of doing business.

13)Costs, integration problems or other factors associated with acquisitions or divestitures and/or expansion of TDS’ businesses could have an adverse effect on TDS’ business, financial condition or results of operations.

In addition to the transactions described above, TDS has entered into and may continue to enter into agreements to acquire or divest certain assets. TDS may change the markets in which it operates and the services that it provides through such acquisitions or divestitures. In general, TDS may not disclose the negotiation of such transactions until a definitive agreement has been reached. These transactions commonly involve a number of risks, including:

▪Identification of assets for acquisition, and/or the selection of TDS’ assets for divestiture;

▪Competition for acquisition targets and the ability to acquire at reasonable prices;

▪Inability to make acquisitions that would achieve sufficient scale or substantial benefit to be competitive with competitors with greater scale;

▪Possible lack of buyers for assets that TDS desires to divest and the ability to divest such assets at reasonable prices;

▪Ability to negotiate favorable terms and conditions for acquisitions and divestitures;

▪Significant expenditures associated with acquisitions and divestitures;

▪Risks associated with integrating new businesses or markets, including risks relating to cybersecurity and privacy;

▪Ability to enter markets in which TDS has limited or no direct prior experience and competitors have stronger positions;

▪Uncertain revenues and expenses associated with acquisitions or the entry into new expansion markets, with the result that TDS may not realize the growth in revenues, anticipated cost structure, profitability, or return on investment that it expects;

▪Difficulty of integrating and managing the technologies, services, products, operations and personnel of the acquired businesses, or of separating such matters for divested businesses or assets;

▪Diversion of management’s attention;

▪Disruption of ongoing business;

▪Impact on TDS’ cash and available credit lines for use in financing future growth and working capital needs;

▪Inability to retain key personnel;

▪Inability to successfully incorporate acquired assets and rights into TDS’ service offerings; and

▪Possible conditions to, or lack of, approval by the FCC, the Federal Trade Commission and/or the Department of Justice.

No assurance can be given that TDS will be successful with respect to any of its future acquisition or divestiture strategies or initiatives.

14)Difficulties involving third parties TDS does business with, including changes in the relationship with TDS or financial or operational difficulties, including supply chain disruptions of key suppliers, could adversely affect TDS’ business, financial condition or results of operations.

TDS depends upon certain vendors to provide it with equipment, services and content that meet its quality and cost requirements on a timely basis to continue its network construction and upgrades, and to operate its business. Key suppliers may experience supply chain challenges beyond their control that result in difficulties providing the services and products typically requested by TDS on a timely basis. If these key suppliers (i) experience product availability shortages, (ii) require extended lead times to fulfill orders, (iii) experience financial difficulties or file for bankruptcy or experience other operational difficulties or (iv) deem TDS non-strategic and do not develop or sell services and products to TDS, particularly where technical requirements differ from those of larger companies, they may not provide equipment, services or content to TDS on a timely basis, or at all, or they may otherwise fail to honor their obligations to TDS. Furthermore, consolidation among key suppliers may result in less competition, higher prices, the discontinuation of equipment and/or services typically purchased by TDS or the discontinuation of support for equipment owned by TDS.

Operation of TDS’ supply chain and management of its network equipment, including customer premise equipment, require accurate forecasting of customer growth and demand. If network equipment is not available or requires extended lead times due to supply chain challenges, or if overall demand for services or the mix of demand for services is significantly different than TDS' expectations, TDS may not be able to adequately maintain a network that supports customer demand. Also, if TDS fails to accurately forecast customer usage and network demands, TDS may have excess supply of network equipment inventory that may need to be written down, depreciated or disposed at a loss. Further, TDS' supply chain could be disrupted unexpectedly by raw material shortages, wars, natural disasters, disease or other factors. Supply chain disruptions may result in constraints on network equipment, extended lead times, delayed construction and additional uncertainty.

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Also, TDS has other arrangements with third parties, including arrangements pursuant to which TDS outsources certain support and billing functions to third-party vendors, including service providers and third-party wireless network operators for TDS' wireline MVNO product. Operational problems associated with such functions, including any failure by the vendor to provide the required level of service under the outsourcing arrangements, including possible cyber-attacks or other breaches of network or information technology security, data protection or privacy, could have adverse effects on TDS’ business, financial condition or results of operations.

15)A failure by TDS to maintain flexible and capable telecommunication networks or information technologies, or a material disruption thereof, could have an adverse effect on TDS’ business, financial condition or results of operations.

TDS relies extensively on its telecommunication networks and information technologies to operate and manage its businesses, process transactions and summarize and report results. These networks and technologies are subject to obsolescence and, consequently, must be upgraded, replaced and/or otherwise enhanced over time. Enhancements must be more flexible and dependable than ever before. All of this is capital intensive and challenging.

The increased provision of data services, has introduced significant demands on TDS’ network and also has increased complexities related to network management which creates an increased level of risk related to quality of service and data speeds. This is due to the fact that many customers increasingly rely on data communications to execute and validate transactions. As a result, redundancy and geographical diversity of TDS’ network facilities are critical to providing uninterrupted service. Also, the speed of repair and maintenance procedures in the event of network interruptions is critical to maintaining customer satisfaction. TDS’ ability to maintain high-quality, uninterrupted service to its customers is critical, particularly given the increasingly competitive environment and customers’ ability to choose other service providers.

In addition, TDS’ networks and information technologies and the networks and information technologies of vendors on which TDS relies are subject to damage or interruption due to various events, including power outages, computer, network and telecommunications failures, computer viruses, security breaches, hackers and other cybersecurity risks, catastrophic events, natural disasters, severe weather, adverse climate changes, errors or unauthorized actions by employees and vendors, flawed conversion of systems, disruptive technologies and technology changes.

Financial Risk Factors

16)Uncertainty in TDS’ or Array's future cash flow and liquidity, its level of indebtedness or the inability to access capital, deterioration in the capital markets, changes in interest rates, other changes in TDS’ or Array's performance or market conditions, changes in TDS’ or Array's credit ratings or other factors could limit or restrict the availability of financing on terms and prices acceptable to TDS, which may require TDS to reduce or delay its construction, development or acquisition programs, divest assets, and/or reduce or cease share repurchases and/or the payment of common shareholder dividends.

TDS’ ability to make scheduled payments on its indebtedness or to refinance it will depend on its financial and operating performance which, in turn, is subject to prevailing economic and competitive conditions and other factors beyond its control. A portion of TDS’ debt is subject to variable interest rates, which causes TDS to be vulnerable to unfavorable changes in market interest rates.

TDS expects to fund its current fiber plans and E-ACAM builds through its plans and actions to reallocate capital among its businesses and investments, including seeking to obtain funding from planned and potential future divestitures. TDS’ liquidity would be adversely affected if, among other things, cash flows from operations significantly decline from anticipated levels, TDS is unable to implement cost reduction initiatives, TDS is unable to obtain short or long-term financing on acceptable terms, TDS is not able to comply with certain debt covenants or TDS is unsuccessful in negotiating related consents, waivers, or amendments, interest rates increase, TDS makes significant capital investments, TDS makes significant business acquisitions, the Los Angeles SMSA Limited Partnership (LA Partnership) and other minority-owned investment interests discontinue or significantly reduce distributions compared to historical levels, or E-ACAM and/or other regulatory support payments decline. TDS' liquidity may also be adversely affected by changes in the liquidity of Array that impact Array's or TDS' ability to comply with certain debt covenants or if Array or TDS is unsuccessful in negotiating related consents, waivers, or amendments. These or other developments at Array may negatively affect TDS' ability to obtain short or long-term financing on acceptable terms or obtain favorable terms and conditions from third-party vendors.

The TDS and Array revolving credit agreements, the TDS and Array term loan agreements, and the TDS export credit financing agreement require TDS or Array, as applicable, to comply with certain affirmative and negative covenants, including certain financial covenants. Depending on the actual financial performance of TDS and Array, there is a risk that TDS and/or Array could fail to satisfy the required covenants. Restrictions with such debt instruments may limit TDS’ operating and financial flexibility. TDS’ and Array’s restrictions contained in debt instruments and/or possible breaches of covenants, defaults, and acceleration of indebtedness could have an adverse effect on TDS’ business, financial condition, revenues, results of operations and cash flows.

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TDS’ credit ratings from nationally recognized credit agencies or other factors could limit or restrict the availability of financing on terms and prices acceptable to TDS, which could impact TDS’ business operations. Given Array’s ownership structure, the rating agencies often consider rating actions related to TDS and Array in tandem. To the extent that Array’s credit rating is downgraded, it may adversely affect TDS’ credit rating, which could impact TDS’ liquidity.

17)TDS has entered into a Senior Secured Credit Agreement that imposes certain restrictions on its business and operations that may affect its ability to operate its business and make payments on its indebtedness.

TDS entered into a senior secured credit agreement on September 28, 2023 (the Senior Secured Credit Agreement). The Senior Secured Credit Agreement provides TDS with a $300 million secured term loan credit facility for general corporate purposes. Pursuant to the Senior Secured Credit Agreement, TDS granted a perfected security interest in certain assets of TDS, including, without limitation, and subject to customary exceptions, (i) 26,417,915 fully paid and nonassessable Common Shares, par value $1 per share, of Array, (ii) equity interests in certain wholly-owned subsidiaries of TDS and (iii) all or substantially all of TDS’ personal property that does not constitute equity interests. The Senior Secured Credit Agreement is also secured by a perfected security interest in certain assets of certain wholly-owned subsidiaries of TDS that are also guarantors of the indebtedness incurred under the Senior Secured Credit Agreement, including, without limitation, and subject to customary exceptions, (i) equity interests in certain wholly-owned subsidiaries of such subsidiaries and (ii) all or substantially all of the personal property of such guarantor subsidiaries that does not consist of equity interests.

The Senior Secured Credit Agreement includes representations and warranties, covenants, events of default and other terms and conditions that are substantially similar to TDS’ existing term loan and revolving credit agreements. Under the Senior Secured Credit Agreement, TDS is required to comply with certain financial covenants. Depending on the actual financial performance of TDS, there is a risk that TDS could fail to satisfy the required financial covenants. A failure to comply with the financial covenants in the Senior Secured Credit Agreement could result in an event of default, which, if not cured or waived could have a material adverse effect on TDS' business, financial condition, and profitability. Upon the occurrence and during the continuance of an event of default under the Senior Secured Credit Agreement, the lenders and certain parties to the Senior Secured Credit Agreement may require all borrowings outstanding under the Senior Secured Credit Agreement to be due and payable. Further, upon the occurrence of and during the continuance of an event of default, such parties may exercise remedies with respect to the collateral securing the Senior Secured Credit Agreement, which remedies may include foreclosing upon, credit bidding and/or liquidating such collateral. If TDS' indebtedness were to be accelerated, there can be no assurance that the assets would be sufficient to repay such indebtedness in full. In August 2025, TDS expects to repay the entire outstanding borrowings under its secured term loan agreement.

18)TDS’ assets and revenue are concentrated primarily in the U.S. telecommunications industry. Consequently, its operating results may fluctuate based on factors related primarily to conditions in this industry.

TDS’ focus on the U.S. telecommunications industry, together with its lack of scale relative to larger competitors with greater resources within the industry, may represent increased risk for investors due to the lack of diversification. This could have an adverse effect on TDS’ ability to attain and sustain long-term, profitable revenue growth and could have an adverse effect on its business, financial condition, cash flows, or results of operations.

19)TDS has significant investments in wireless operating entities that it does not control. Losses in the value of such investments could have an adverse effect on TDS’ financial condition, cash flows or results of operations.

TDS has significant investments in wireless operating entities that it does not control. TDS’ interests in such entities do not provide TDS with control over the business strategy, financial goals, network build-out plans or other operational aspects of these entities. TDS cannot provide assurance that these entities will operate in a manner that will increase or maintain the value of TDS’ investments, that TDS’ proportionate share of income from these investments will continue at the current level in the future or that TDS will not incur losses from the holding of such investments. Losses in the values of such investments or a reduction in income and distributions from these investments could adversely affect TDS’ financial condition, cash flows or results of operations.

Regulatory, Legal and Governance Risk Factors

20)Failure by TDS to timely or fully comply with any existing applicable legislative and/or regulatory requirements or changes thereto could adversely affect TDS’ business, financial condition or results of operations.

TDS’ operations are subject to varying degrees of regulation by the FCC, FAA, state public utility commissions and other federal, state and local regulatory agencies and legislative bodies. Both the FAA and the FCC regulate the construction, modification, and maintenance of towers and structures that support antennas used for wireless communications and radio and television broadcasts. FAA and FCC regulations govern construction, lighting, painting, marking and registration of towers. Certain proposals to construct new towers, or to modify or add new equipment to existing towers, may require review by the FAA to ensure that the tower will not present a hazard to air navigation. Array bears certain responsibilities under these regulations, including notifying the FAA of any lighting outages. Failure to comply with existing or future applicable requirements may lead to civil penalties or other liabilities and may subject Array to significant indemnification liability to its customers against any such failure to comply.

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In addition, changes in the administration of the various regulatory agencies and legislative bodies are resulting in and could continue to result in different policies with respect to many federal laws and regulations, including but not limited to changes to fiscal and tax policies, trade policies, tariffs on imported goods, climate change and workforce-related practices. New or amended regulatory requirements could increase TDS’ costs and divert resources from other initiatives. Adverse decisions, increased regulation, or changes to existing regulation by regulatory bodies could negatively impact TDS’ operations. New regulatory mandates or enforcement may result in lost revenues, higher operating expenses, unexpected or increased capital expenditures, or other changes. Litigation and different objectives among federal and state regulators could create uncertainty and delay TDS’ ability to respond to new regulations. Further, wireless spectrum licenses and cable franchise rights are subject to renewal by a granting authority and could be revoked in the event of a violation of applicable laws or regulatory requirements

TDS attempts to timely and fully comply with all regulatory requirements. However, TDS is unable to predict the future actions of the various legislative and regulatory bodies that govern TDS, and such actions could have adverse effects on TDS’ business.

21)TDS receives significant regulatory support, and is also subject to numerous surcharges and fees from federal, state and local governments – the applicability and the amount of the support and fees are subject to uncertainty, including the ability to pass through certain fees to customers, and this uncertainty could have an adverse effect on TDS’ business, financial condition or results of operations.

TDS Telecom has been designated by states, or in some cases by the FCC, as an Eligible Telecommunications Carrier (ETC) to receive universal service support payments if they provide specified services in “high-cost” areas. TDS Telecom also received support under the Connect America Fund support program. The ACAM and E-ACAM programs have build-out requirements that may not be met, which would result in penalties, loss of support and/or deferral of future revenues. There is no assurance that regulatory support payments will continue for TDS Telecom, and no assurance that TDS Telecom will qualify for future regulatory support programs. If regulatory support is discontinued or reduced from current levels, or if receipt of future regulatory support is contingent upon making certain network-related expenditures, this could have an adverse effect on TDS’ business, financial condition or operating results and cash flows. On July 24, 2024, differing from earlier decisions at the Sixth and Eleventh Circuits, the U.S. Court of Appeals for the Fifth Circuit ruled the universal service fund program is unconstitutional as currently administered, and remanded the case to the FCC. On November 22, 2024, the Supreme Court granted the FCC's petition for certiorari to review the U.S. Court of Appeals for the Fifth Circuit ruling. On June 27, 2025, the U.S. Supreme Court ruled in favor of the constitutionality of the Federal Universal Service Fund program. This ruling provides predictability and future clarity on funding that TDS Telecom receives for federal government spending programs such as E-ACAM.

Telecommunications providers pay a variety of surcharges and fees on their gross revenues from interstate and intrastate services, including USF fees and common carrier regulatory fees. The division of services between interstate services and intrastate services, including the divisions associated with Federal USF fees, is a matter of interpretation and in the future may be contested by the FCC or state authorities. The FCC in the future also may change the basis on which Federal USF fees are charged. The Federal government and many states also apply transaction-based taxes to sales of telecommunications services and products and to purchases of telecommunications services from various carriers. In addition, state regulators and local governments have imposed and may continue to impose various surcharges, taxes and fees on telecommunications services. The applicability of these surcharges and fees to TDS’ services is uncertain in many cases and periodically, state and federal regulators may increase or change the surcharges and fees TDS currently pays. In some instances, TDS passes through these charges to its customers. However, Congress, the FCC, state regulatory agencies or state legislatures may limit the ability to pass through transaction-based tax liabilities, regulatory surcharges and regulatory fees imposed on TDS to customers. TDS may or may not be able to recover some or all those taxes from its customers and the amount of taxes may deter demand for its services or increase its cost to provide service.

22)Settlements, judgments, restraints on its current or future manner of doing business and/or costs resulting from pending and future legal and policy proceedings could have an adverse effect on TDS’ business, financial condition or results of operations.

TDS is regularly involved in a number of legal and policy proceedings before the FCC and various state and federal courts. Such legal and policy proceedings can be complex, costly, protracted and highly disruptive to business operations by diverting the attention and energies of management and other key personnel.

The assessment of legal and policy proceedings is a highly subjective process that requires judgments about future events. Additionally, amounts ultimately received or paid upon settlement or resolution of litigation and other contingencies may differ materially from amounts accrued in the financial statements. Depending on a range of factors, these or similar proceedings could impose restraints on TDS’ current or future manner of doing business.

23)Certain matters, such as control by the TDS Voting Trust and provisions in the TDS Restated Certificate of Incorporation, may serve to discourage or make more difficult a change in control of TDS or have other consequences.

The TDS Restated Certificate of Incorporation and the TDS bylaws contain provisions which may serve to discourage or make more difficult a change in control of TDS without the support of the TDS Voting Trust and the TDS Board of Directors or without meeting various other conditions.

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The TDS Restated Certificate of Incorporation authorizes the issuance of different series of common stock, which have different voting rights. The TDS Series A Common Shares have the power to elect approximately 75% (less one) of the directors and have ten votes per share in matters other than the election of directors. The TDS Common Shares (with one vote per share) vote as a separate group only with respect to the election of 25% (plus one) of the directors. In addition, the total percentages of voting power in matters other than the election of directors of the Series A Common Shares and Common Shares are fixed, at 56.7% and 43.3%, respectively, subject to adjustment due to changes in the number of outstanding Series A Common Shares.

A substantial majority of the outstanding TDS Series A Common Shares are held in the TDS Voting Trust which expires on June 30, 2035. The TDS Voting Trust was created to facilitate the long-standing relationships among the certificate holders. By virtue of the number of shares held by them, the voting trustees have the power to elect eight directors based on the current TDS Board of Directors’ size of twelve directors, and control a majority of the voting power of TDS with respect to matters other than the election of directors.

The existence of the TDS Voting Trust is likely to deter any potential unsolicited or hostile takeover attempts or other efforts to obtain control of TDS and may make it more difficult for shareholders to sell shares of TDS at higher than market prices. The trustees of the TDS Voting Trust have advised TDS that they intend to maintain the ability to keep or dispose of voting control of TDS.

The TDS Restated Certificate of Incorporation also authorizes the TDS Board of Directors to designate and issue TDS Undesignated Shares in one or more classes or series of preferred or common stock from time to time. Generally, no further action or authorization by the shareholders is necessary prior to the designation or issuance of the additional TDS Undesignated Shares authorized pursuant to the TDS Restated Certificate of Incorporation unless applicable laws or regulations would require such approval in a given instance. Such TDS Undesignated Shares could be issued in circumstances that would serve to preserve control of TDS’ then existing management.

In addition, the TDS Restated Certificate of Incorporation includes a provision which authorizes the TDS Board of Directors to consider various factors, including effects on customers, taxes, and the long-term and short-term interests of TDS, in the context of a proposal or offer to acquire or merge the corporation, or to sell its assets, and to reject such offer if the TDS Board of Directors determines that the proposal is not in the best interests of the corporation based on such factors.

The provisions of the TDS Restated Certificate of Incorporation and the TDS bylaws and the existence of various classes of capital stock could prevent shareholders from profiting from an increase in the market value of their shares as a result of a change in control of TDS by delaying or preventing such change in control.

The provisions of the TDS Restated Certificate of Incorporation and the existence of different classes of capital stock and voting rights could result in the exclusion of TDS Common Shares from certain major stock indices at some point in the future, unless TDS is grandfathered by such stock indices or qualifies for some other exception.

General Risk Factors

24)TDS has experienced, and in the future expects to experience, cyber-attacks or other breaches of network or information technology security of varying degrees on a regular basis, which could have an adverse effect on TDS' business, financial condition or results of operations.

TDS has historically experienced, and in the future expects to experience, cyber-attacks of varying degrees on a regular basis. These include cyber-attacks intended to wrongfully obtain private and valuable information, or cause other types of malicious events. The number of associates working remotely increases risks associated with data handling and vulnerability management. The rapid evolution and increased adoption of artificial intelligence technologies may intensify TDS' cybersecurity risk. TDS maintains administrative, technical and physical controls, as well as other preventative actions, to reduce the risk of security breaches. Although to date TDS has not discovered a material security breach, these efforts may be insufficient to prevent a material security breach stemming from future cyber-attacks including ransomware. Recently, companies in the telecommunications industry have been the subject of targeted cybersecurity attacks, which may increase the risk for TDS. If TDS’ or its vendors’ networks and information technology are not adequately adapted to changes in technology or are damaged or fail to function properly, and/or if TDS’ or its vendors’ security is breached or otherwise compromised, TDS could suffer adverse consequences, including theft, destruction or other loss of critical and private data, including customer and/or employee data, interruptions or delays in its operations, inaccurate financial reporting, and significant costs to remedy the problems. If TDS’ or its vendors’ systems become unavailable or suffer a security breach of customer or other data, TDS may be required to expend significant resources and take various actions to address the problems, including notification under data privacy laws and regulations, may be subject to fines, sanctions and litigation, and its reputation and operating results could be adversely affected. TDS continues to experience denial of service attacks. Although TDS has implemented and continues to enhance its protection and recovery measures in response to such attacks, these efforts may be insufficient to prevent a material denial of service attack in the future.

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25)Disruption in credit or other financial markets, a deterioration of U.S. or global economic conditions or other events could, among other things, impede TDS’ access to or increase the cost of financing its operating and investment activities and/or result in reduced revenues and lower operating income and cash flows, which would have an adverse effect on TDS’ business, financial condition or results of operations.

Disruptions in the credit and financial markets, declines in consumer confidence, increases in unemployment, declines in economic growth, increased tariffs on import goods, sudden increases in inflation and uncertainty about corporate earnings could have a significant negative impact on the U.S. and global financial and credit markets and the overall economy. Such events could have an adverse impact on financial institutions resulting in limited access to capital and credit for many companies. Furthermore, economic uncertainties make it very difficult to accurately forecast and plan future business activities. Changes in economic conditions, changes in financial markets, changes in U.S. trade policies, deterioration in the capital markets or other factors could have an adverse effect on TDS’ business, financial condition, revenues, results of operations and cash flows.

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Quantitative and Qualitative Disclosures about Market Risk

Market Risk

As of ~~March~~June 3130, 2025, approximately 50% of TDS' long-term debt was in fixed-rate senior notes and approximately 50% in variable-rate debt. Fluctuations in market interest rates can lead to volatility in the fair value of fixed-rate notes and interest expense on variable-rate debt.

The following table presents the scheduled principal payments on long-term debt, lease obligations, and the related weighted average interest rates by maturity dates at ~~March~~June 3130, 2025.

	Principal Payments Due by Period
	Long-Term Debt Obligations1		Weighted-Avg. Interest Rates on Long-Term Debt Obligations2
(Dollars in millions)
Remainder of 2025	$	2415	6.78	%
2026	~~539~~46		6.35	%
2027	~~321~~814		6.02	%
2028	485		6.5	%
2029	299		11.1	%
Thereafter	2,~~489~~487		6.2	%
Total	$	4,~~157~~146	6.6	%

1The total long-term debt obligation differs from Long-term debt in the Consolidated Balance Sheet due to unamortized debt issuance costs on all non-revolving debt instruments and unamortized discounts related to ~~UScellular~~Array's 6.7% Senior Notes. The debt exchange offer with T-Mobile concluded on August 1, 2025 ~~amount~~and ~~includes~~resulted ~~repayment~~in the exchange of $21,680 million of long-term debt. On August 4, 2025, Array repaid the entire outstanding borrowings under ~~the~~all ~~UScellular~~of ~~receivables~~its ~~securitization~~term ~~agreement.~~loan Ifagreements ~~the~~of ~~maturity~~$713 ~~date~~million ofand the ~~facility~~entire isoutstanding ~~not~~borrowings ~~extended,~~under ~~principal~~its ~~repayments~~export ~~begin~~credit infinancing ~~October~~agreement ~~2025.~~of If$150 ~~the~~million. ~~T-Mobile~~In ~~transaction~~August ~~is consummated~~2025, TDS expects to repay outstanding borrowings under certain long-term debt obligations.

2Represents the weighted average stated interest rates at ~~March~~June 3130, 2025, for debt maturing in the respective periods.

See Note 3 — Fair Value Measurements in the Notes to Consolidated Financial Statements for additional information related to the fair value of TDS’ Long-term debt as of ~~March~~June 3130, 2025.

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Financial Statements

Telephone and Data Systems, Inc.

Consolidated Statement of Operations

(Unaudited)

	Three Months EndedMarch 31,
	Three Months EndedJune 30,				Six Months EndedJune 30,
	2025		2024		2025		2024
(Dollars and shares in millions, except per share amounts)
Operating revenues
Service	$	~~997~~1,000	$	1,~~044~~034	$	1,997	$	2,078
Equipment and product sales	~~157~~186		~~218~~204		344		422
Total operating revenues	1,~~154~~186		1,~~262~~238		2,341		2,500
Operating expenses
Cost of services (excluding Depreciation, amortization and accretion reported below)	~~276~~279		~~298~~296		555		595
Cost of equipment and products	~~182~~213		~~233~~227		396		460
Selling, general and administrative	~~425~~421		~~424~~426		846		849
Depreciation, amortization and accretion	~~234~~236		~~234~~233		472		467
(Gain) loss on asset disposals, net	49		79		12		16
(Gain) loss on sale of business and other exit costs, net	(18)		—		(9)		—
(Gain) loss on license sales and exchanges, net	(14)		~~(1)~~8		(5)		7
Total operating expenses	1,~~119~~146		1,~~195~~199		2,267		2,394
Operating income	3540		6739		74		106
Other income (expense)
Equity in earnings of unconsolidated entities	3743		4239		79		82
Interest and dividend income	6		57		13		12
Interest expense	(6170)		(5773)		(129)		(131)
Other, net	32		1		5		2
Total other expense	(1519)		(926)		(32)		(35)
Income before income taxes	2021		5813		42		71
Income tax expense	83		206		12		26
Net income	1218		387		30		45
Less: Net income attributable to noncontrolling interests, net of tax	56		94		11		13
Net income attributable to TDS shareholders	712		293		19		32
TDS Preferred Share dividends	17		17		35		35
Net income (loss) attributable to TDS common shareholders	$	(105)	$	12(14)	$	(16)	$	(3)
Basic weighted average shares outstanding	115		~~113~~114		115		113
Basic earnings (loss) per share attributable to TDS common shareholders	$	(0.0905)	$	(0.1113)	$	(0.14)	$	(0.02)
Diluted weighted average shares outstanding	115		~~117~~114		115		113
Diluted earnings (loss) per share attributable to TDS common shareholders	$	(0.0905)	$	(0.1013)	$	(0.15)	$	(0.03)

The accompanying notes are an integral part of these consolidated financial statements.

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Telephone and Data Systems, Inc.

Consolidated Statement of Cash Flows

(Unaudited)

	Three Months EndedMarch 31,
	Six Months EndedJune 30,
	2025		2024
(Dollars in millions)
Cash flows from operating activities
Net income	$	1230	$	3845
Add (deduct) adjustments to reconcile net income to net cash flows from operating activities
Depreciation, amortization and accretion	~~234~~472		~~234~~467
Bad debts expense	2145		3151
Stock-based compensation expense	2844		1429
Deferred income taxes, net	72		1416
Equity in earnings of unconsolidated entities	(3779)		(4282)
Distributions from unconsolidated entities	1188		2280
(Gain) loss on asset disposals, net	412		716
(Gain) loss on sale of business and other exit costs, net	(19)		—
(Gain) loss on license sales and exchanges, net	(15)		~~(1)~~7
Other operating activities	26		15
Changes in assets and liabilities from operations
Accounts receivable	1(29)		276
Equipment installment plans receivable	3844		25
Inventory	—52		2454
Accounts payable	(171)		(3514)
Customer deposits and deferred revenues	(714)		67
Accrued taxes	14		47
Accrued interest	9(1)		95
Other assets and liabilities	(~~119~~54)		(~~131~~78)
Net cash provided by operating activities	~~186~~607		~~224~~626
Cash flows from investing activities
Cash paid for additions to property, plant and equipment	(~~129~~286)		(~~235~~451)
Cash paid for licenses	(24)		(1115)
Cash received from divestitures	824		—
Net cash used in investing activities	(123)		(246)
Other investing activities	2		1
Net cash used in investing activities	(264)		(465)
Cash flows from financing activities
Issuance of long-term debt	—		~~140~~440
Repayment of long-term debt	(817)		(57401)
Tax payments, net of cash receipts, for TDS stock-based compensation awards	(6)		(1)
Tax withholdings, net of cash receipts, for TDS stock-based compensation awards	(25)		(10)
Tax payments, net of cash receipts, for UScellular stock-based compensation awards	(7)		—
Tax withholdings, net of cash receipts, for Array stock-based compensation awards	(36)		(12)
Repurchase of UScellular Common Shares	(21)		—
Repurchase of Array Common Shares	(21)		—
Dividends paid to TDS shareholders	(2244)		(3961)
Distributions to noncontrolling interests	(2)		(2)
Payment of debt issuance costs	(2)		(16)
Cash paid for software license agreements	(10)		(9)
Distributions to noncontrolling interests	(2)		(3)
Other financing activities	—		(2)
Cash paid for software license agreements	(20)		(21)
Net cash provided by (used in) financing activities	(76)		30
Other financing activities	(1)		(1)
Net increase (decrease) in cash, cash equivalents and restricted cash	(13)		8
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	$	~~371~~559	$	~~278~~346

The accompanying notes are an integral part of these consolidated financial statements.

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Telephone and Data Systems, Inc.

Consolidated Balance Sheet — Assets

(Unaudited)

	March 31, 2025		December 31, 2024
	June 30, 2025		December 31, 2024
(Dollars in millions)
Current assets
Cash and cash equivalents	$	~~348~~540	$	364
Accounts receivable
Customers and agents, less allowances of $61 and $68, respectively	921		962
Customers and agents, less allowances of $58 and $68, respectively	920		962
Other, less allowances of $2 and $2, respectively	8386		79
Inventory, net	~~182~~130		183
Prepaid expenses	9876		72
Income taxes receivable	32		2
Other current assets	3832		33
Total current assets	1,~~673~~786		1,695
Assets held for sale	14		—
Licenses	4,592		4,588
Licenses	4,590		4,588
Other intangible assets, net of accumulated amortization of $143 and $128, respectively	146		161
Other intangible assets, net of accumulated amortization of $135 and $128, respectively	154		161
Investments in unconsolidated entities	493		500
Investments in unconsolidated entities	527		500
Property, plant and equipment
In service and under construction	14,~~357~~468		14,363
Less: Accumulated depreciation and amortization	9,~~486~~660		9,369
Property, plant and equipment, net	4,~~871~~808		4,994
Operating lease right-of-use assets	~~978~~975		982
Other assets and deferred charges	~~729~~726		762
Total assets1	$	13,~~536~~526	$	13,682

The accompanying notes are an integral part of these consolidated financial statements.

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Telephone and Data Systems, Inc.

Consolidated Balance Sheet — Liabilities and Equity

(Unaudited)

	March 31, 2025		December 31, 2024
	June 30, 2025		December 31, 2024
(Dollars and shares in millions, except per share amounts)
Current liabilities
Current portion of long-term debt	$	3537	$	31
Accounts payable	~~247~~268		280
Customer deposits and deferred revenues	~~276~~270		283
Accrued interest	2515		16
Accrued taxes	4139		39
Accrued compensation	6297		150
Short-term operating lease liabilities	~~151~~148		153
Other current liabilities	~~123~~127		138
Total current liabilities	~~960~~1,001		1,090
Liabilities held for sale	5		—
Deferred liabilities and credits
Deferred income tax liability, net	~~987~~982		981
Long-term operating lease liabilities	867		867
Other deferred liabilities and credits	~~807~~815		809
Long-term debt, net	4,~~042~~030		4,051
Commitments and contingencies
Noncontrolling interests with redemption features	16		16
Equity
TDS shareholders’ equity
Series A Common and Common Shares
Authorized 290 shares (25 Series A Common and 265 Common Shares)
Issued 133 shares (7 Series A Common and 126 Common Shares)
Outstanding 114 shares (7 Series A Common and 107 Common Shares)
Outstanding 115 shares (7 Series A Common and 108 Common Shares) and 114 shares (7 Series A Common and 107 Common Shares), respectively
Par Value ($0.01 per share)	1		1
Capital in excess of par value	2,~~581~~535		2,574
Preferred Shares, 0.279 shares authorized, par value $0.01 per share, 0.0444 shares outstanding (0.0168 Series UU and 0.0276 Series VV)	1,074		1,074
Treasury shares, at cost, 18 and 19 Common Shares, respectively	(~~414~~389)		(425)
Accumulated other comprehensive income	18		18
Retained earnings	1,~~818~~765		1,849
Total TDS shareholders' equity	5,~~078~~004		5,091
Noncontrolling interests	~~774~~811		777
Total equity	5,~~852~~815		5,868
Total liabilities and equity1	$	13,~~536~~526	$	13,682

The accompanying notes are an integral part of these consolidated financial statements.

1The consolidated total assets as of ~~March~~June 3130, 2025 and December 31, 2024, include assets held by consolidated variable interest entities (VIEs) of $~~1,023~~850 million and $983 million, respectively, which are not available to be used to settle the obligations of TDS. The consolidated total liabilities as of ~~March~~June 3130, 2025 and December 31, 2024, include certain liabilities of consolidated VIEs of $2324 million and $24 million, respectively, for which the creditors of the VIEs have no recourse to the general credit of TDS. See Note 9 — Variable Interest Entities for additional information.

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Telephone and Data Systems, Inc.

Consolidated Statement of Changes in Equity

(Unaudited)

	TDS Shareholders
	Series ACommon andCommonshares		Capital inexcess ofpar value		Preferred Shares		Treasuryshares		Accumulatedothercomprehensiveincome		Retainedearnings		Total TDSshareholders'equity		Noncontrollinginterests		Total equity
(Dollars in millions, except per share amounts)
December 31, 2024	$	1	$	2,574	$	1,074	$	(425)	$	18	$	1,849	$	5,091	$	777	$	5,868
March 31, 2025	$	1	$	2,581	$	1,074	$	(414)	$	18	$	1,818	$	5,078	$	774	$	5,852
Net income attributable to TDS shareholders	—		—		—		—		—		712		712		—		712
Net income attributable to noncontrolling interests classified as equity	—		—		—		—		—		—		—		56		56
TDS Common and Series A Common share dividends ($0.04 per share)	—		—		—		—		—		(5)		(5)		—		(5)
TDS Preferred share dividends ($414 per Series UU share and $375 per Series VV share)	—		—		—		—		—		(17)		(17)		—		(17)
Incentive and compensation plans	—		114		—		1125		—		(1643)		6(14)		—		6(14)
Adjust investment in subsidiaries for issuances and other compensation plans	—		(450)		—		—		—		—		(450)		~~(6)~~31		(1019)
Distributions to noncontrolling interests	—		—		—		—		—		—		—		(2)		(2)
June 30, 2025	$	1	$	2,535	$	1,074	$	(389)	$	18	$	1,765	$	5,004	$	811	$	5,815
March 31, 2025	$	1	$	2,581	$	1,074	$	(414)	$	18	$	1,818	$	5,078	$	774	$	5,852

The accompanying notes are an integral part of these consolidated financial statements.

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Telephone and Data Systems, Inc.

Consolidated Statement of Changes in Equity

(Unaudited)

	TDS Shareholders
	Series ACommon andCommonshares		Capital inexcess ofpar value		Preferred Shares		Treasuryshares		Accumulatedothercomprehensiveincome		Retainedearnings		Total TDSshareholders'equity		Noncontrollinginterests		Total equity
(Dollars in millions, except per share amounts)
December 31, 2023	$	1	$	2,558	$	1,074	$	(465)	$	11	$	2,023	$	5,202	$	794	$	5,996
March 31, 2024	$	1	$	2,570	$	1,074	$	(460)	$	11	$	2,008	$	5,204	$	800	$	6,004
Net income attributable to TDS shareholders	—		—		—		—		—		293		293		—		293
Net income attributable to noncontrolling interests classified as equity	—		—		—		—		—		—		—		4		4
TDS Common and Series A Common share dividends ($0.190 per share)	—		—		—		—		—		(22)		(22)		—		(22)
TDS Common and Series A Common share dividends ($0.04 per share)	—		—		—		—		—		(5)		(5)		—		(5)
TDS Preferred share dividends ($414 per Series UU share and $375 per Series VV share)	—		—		—		—		—		(17)		(17)		—		(17)
Dividend reinvestment plan	—		—		—		1		—		—		1		—		1
Incentive and compensation plans	—		4		—		23		—		(32)		(5)		—		(5)
Incentive and compensation plans	—		1		—		4		—		(5)		—		—		—
Adjust investment in subsidiaries for repurchases, issuances and other compensation plans	—		(32)		—		—		—		—		(32)		31		(1)
Adjust investment in subsidiaries for repurchases, issuances and other compensation plans	—		11		—		—		—		—		11		3		14
Distributions to noncontrolling interests	—		—		—		—		—		—		—		(1)		(1)
March 31, 2024	$	1	$	2,570	$	1,074	$	(460)	$	11	$	2,008	$	5,204	$	800	$	6,004
June 30, 2024	$	1	$	2,542	$	1,074	$	(437)	$	11	$	1,957	$	5,148	$	834	$	5,982

The accompanying notes are an integral part of these consolidated financial statements.

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Telephone and Data Systems, Inc.

Consolidated Statement of Changes in Equity

(Unaudited)



	TDS Shareholders
	Series A Common and Common shares		Capital in excess of par value		Preferred Shares		Treasury shares		Accumulated other comprehensive income		Retained earnings		Total TDS shareholders' equity		Noncontrolling interests		Total equity
(Dollars in millions, except per share amounts)
December 31, 2024	$	1	$	2,574	$	1,074	$	(425)	$	18	$	1,849	$	5,091	$	777	$	5,868

Net income attributable to TDS shareholders	—		—		—		—		—		19		19		—		19
Net income attributable to noncontrolling interests classified as equity	—		—		—		—		—		—		—		11		11

TDS Common and Series A Common share dividends ($0.08 per share)	—		—		—		—		—		(9)		(9)		—		(9)

TDS Preferred share dividends ($828 per Series UU share and $750 per Series VV share)	—		—		—		—		—		(35)		(35)		—		(35)


Incentive and compensation plans	—		15		—		36		—		(59)		(8)		—		(8)
Adjust investment in subsidiaries for issuances and other compensation plans	—		(54)		—		—		—		—		(54)		25		(29)
Distributions to noncontrolling interests	—		—		—		—		—		—		—		(2)		(2)
June 30, 2025	$	1	$	2,535	$	1,074	$	(389)	$	18	$	1,765	$	5,004	$	811	$	5,815

The accompanying notes are an integral part of these consolidated financial statements.

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Telephone and Data Systems, Inc.

Consolidated Statement of Changes in Equity

(Unaudited)



	TDS Shareholders
	Series A Common and Common shares		Capital in excess of par value		Preferred Shares		Treasury shares		Accumulated other comprehensive income		Retained earnings		Total TDS shareholders' equity		Noncontrolling interests		Total equity
(Dollars in millions, except per share amounts)
December 31, 2023	$	1	$	2,558	$	1,074	$	(465)	$	11	$	2,023	$	5,202	$	794	$	5,996

Net income attributable to TDS shareholders	—		—		—		—		—		32		32		—		32
Net income attributable to noncontrolling interests classified as equity	—		—		—		—		—		—		—		8		8

TDS Common and Series A Common share dividends ($0.23 per share)	—		—		—		—		—		(26)		(26)		—		(26)

TDS Preferred share dividends ($828 per Series UU share and $750 per Series VV share)	—		—		—		—		—		(35)		(35)		—		(35)

Dividend reinvestment plan	—		—		—		1		—		—		1		—		1
Incentive and compensation plans	—		5		—		27		—		(37)		(5)		—		(5)
Adjust investment in subsidiaries for issuances and other compensation plans	—		(21)		—		—		—		—		(21)		34		13
Distributions to noncontrolling interests	—		—		—		—		—		—		—		(2)		(2)
June 30, 2024	$	1	$	2,542	$	1,074	$	(437)	$	11	$	1,957	$	5,148	$	834	$	5,982

The accompanying notes are an integral part of these consolidated financial statements.

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Telephone and Data Systems, Inc.

Notes to Consolidated Financial Statements

Note 1 Basis of Presentation

The accounting policies of Telephone and Data Systems, Inc. (TDS) conform to accounting principles generally accepted in the United States of America (GAAP) as set forth in the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC). Unless otherwise specified, references to accounting provisions and GAAP in these notes refer to the requirements of the FASB ASC. United States Cellular Corporation (UScellular) is a 82.5%-owned subsidiary of TDS. On August 1, 2025, UScellular changed its name to Array Digital Infrastructure, Inc. (Array). Array is used throughout this report even when referring to historical periods. The consolidated financial statements include the accounts of TDS and subsidiaries in which it has a controlling financial interest, including ~~TDS’~~Array ~~83%-owned subsidiary, United States Cellular Corporation (UScellular)~~ and TDS’ wholly-owned subsidiary, TDS Telecommunications LLC (TDS Telecom). In addition, the consolidated financial statements include certain entities in which TDS has a variable interest that requires consolidation into the TDS financial statements under GAAP. Intercompany accounts and transactions have been eliminated.

TDS’ business segments reflected in this Quarterly Report on Form 10-Q for the period ended ~~March~~June 3130, 2025, are ~~UScellular~~Array Wireless, ~~UScellular~~Array Towers and TDS Telecom. TDS’ non-reportable other business activities are presented as “Corporate, Eliminations and Other”, which includes its wholly-owned subsidiary Suttle-Straus, Inc. (Suttle-Straus). Suttle-Straus’ financial results were not significant to TDS’ operations. All of TDS’ segments operate only in the United States. See Note 11 — Business Segment Information for summary financial information on each business segment.

Certain numbers included herein are rounded to millions for ease of presentation; however, certain calculated amounts and percentages are determined using the unrounded numbers. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in TDS’ Annual Report on Form 10-K (Form 10-K) for the year ended December 31, 2024.

The accompanying unaudited consolidated financial statements contain all adjustments (consisting of normal recurring items, unless otherwise disclosed) necessary for the fair statement of TDS’ financial position as of ~~March~~June 3130, 2025 and December 31, 2024, its results of operations, ~~cash flows~~ and changes in equity for the three and six months ended ~~March~~June 3130, 2025 and 2024, and its cash flows for the six months ended June 30, 2025 and 2024. The Consolidated Statement of Comprehensive Income was not included because comprehensive income for the three and six months ended ~~March~~June 3130, 2025 and 2024, doesn't materially differ from net income. These results are not necessarily indicative of the results to be expected for the full year. TDS has not changed its significant accounting and reporting policies from those disclosed in its Form 10-K for the year ended December 31, 2024.

Restricted Cash

TDS presents restricted cash with cash and cash equivalents in the Consolidated Statement of Cash Flows. Restricted cash primarily consists of balances required under the receivables securitization agreement. The following table provides a reconciliation of Cash and cash equivalents and restricted cash reported in the Consolidated Balance Sheet to the total of the amounts in the Consolidated Statement of Cash Flows.

	March 31, 2025		December 31, 2024
	June 30, 2025		December 31, 2024
(Dollars in millions)
Cash and cash equivalents	$	~~348~~540	$	364
Restricted cash included in Other current assets	2319		20
Cash, cash equivalents and restricted cash in the statement of cash flows	$	~~371~~559	$	384

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Note 2 Revenue Recognition

Disaggregation of Revenue

In the following table, TDS' revenues are disaggregated by type of service, which represents the relevant categorization of revenues for TDS' reportable segments, and timing of recognition. Service revenues are recognized over time and Equipment and product sales are recognized at a point in time.

Three Months Ended March 31, 2025	UScellular		TDS Telecom		Corporate, Eliminations and Other		Total
Three Months Ended June 30, 2025	Array		TDS Telecom		Corporate, Eliminations and Other		Total
(Dollars in millions)
Revenues from contracts with customers:
Type of service:
Retail service	$	~~660~~652	$	—	$	—	$	~~660~~652
Residential	—		~~184~~183		—		~~184~~183
Commercial	—		35		—		35
Wholesale	—		3846		—		3846
Other service	5456		—		(21)		5255
Service revenues from contracts with customers	~~714~~708		~~256~~264		(21)		~~969~~971
Equipment and product sales	~~150~~180		—		76		~~157~~186
Total revenues from contracts with customers1	~~864~~888		~~256~~264		5		1,~~126~~157
Operating lease income1	2728		1		—		2829
Total operating revenues	$	~~891~~916	$	~~257~~265	$	5	$	1,~~154~~186

Three Months Ended March 31, 2024	UScellular		TDS Telecom		Corporate, Eliminations and Other		Total
Three Months Ended June 30, 2024	Array		TDS Telecom		Corporate, Eliminations and Other		Total
(Dollars in millions)
Revenues from contracts with customers:
Type of service:
Retail service	$	~~678~~666	$	—	$	—	$	~~678~~666
Residential	—		~~185~~186		—		~~185~~186
Commercial	—		37		—		37
Wholesale	—		43		—		43
Other service	5152		—		18		6970
Service revenues from contracts with customers	~~729~~718		~~265~~266		18		1,~~012~~002
Equipment and product sales	~~196~~184		—		2220		~~218~~204
Total revenues from contracts with customers1	~~925~~902		266		4038		1,~~230~~206
Operating lease income1	25		1		6		32
Total operating revenues	$	~~950~~927	$	~~266~~267	$	4644	$	1,~~262~~238

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Six Months Ended June 30, 2025	Array		TDS Telecom		Corporate, Eliminations and Other		Total
(Dollars in millions)
Revenues from contracts with customers:
Type of service:
Retail service	$	1,312	$	—	$	—	$	1,312

Residential	—		367		—		367
Commercial	—		69		—		69
Wholesale	—		84		—		84
Other service	109		—		(1)		108
Service revenues from contracts with customers	1,421		520		(1)		1,940
Equipment and product sales	330		—		14		344
Total revenues from contracts with customers1	1,751		521		13		2,284
Operating lease income1	56		1		—		57
Total operating revenues	$	1,807	$	522	$	13	$	2,341


Six Months Ended June 30, 2024	Array		TDS Telecom		Corporate, Eliminations and Other		Total
(Dollars in millions)
Revenues from contracts with customers:
Type of service:
Retail service	$	1,344	$	—	$	—	$	1,344

Residential	—		372		—		372
Commercial	—		74		—		74
Wholesale	—		86		—		86
Other service	102		—		36		138
Service revenues from contracts with customers	1,446		532		36		2,014
Equipment and product sales	380		—		42		422
Total revenues from contracts with customers1	1,826		532		78		2,436
Operating lease income1	51		2		11		64
Total operating revenues	$	1,877	$	534	$	89	$	2,500

Numbers may not foot due to rounding.

421Array's Total revenues from contracts with customers represents revenues related to the Wireless segment and Operating lease income represents revenues related to the Towers segment.

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Contract Balances

The following table provides balances for contract assets from contracts with customers, which are recorded in Other current assets and Other assets and deferred charges in the Consolidated Balance Sheet, and contract liabilities from contracts with customers, which are recorded in Customer deposits and deferred revenues and Other deferred liabilities and credits in the Consolidated Balance Sheet.

	March 31, 2025		December 31, 2024
	June 30, 2025		December 31, 2024
(Dollars in millions)
Contract assets	$	76	$	8
Contract liabilities	$	~~372~~366	$	382

Revenue recognized related to contract liabilities existing at January 1, 2025 was $~~160~~198 million for the ~~three~~six months ended ~~March~~June 3130, 2025.

Transaction price allocated to the remaining performance obligations

The following table includes estimated service revenues expected to be recognized related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period. These estimates represent service revenues to be recognized when services are delivered to customers pursuant to service plan contracts and under certain roaming agreements with other carriers. These estimates are based on contracts in place as of ~~March~~June 3130, 2025 and may vary from actual results. As practical expedients, revenue related to contracts of less than one year, generally month-to-month contracts, and contracts with a fixed per-unit price and variable quantity, are excluded from these estimates.

A significant portion of TDS Telecom's residential revenue is derived from customers who may generally cancel their subscriptions at any time without penalty. For these contracts, the amount of revenue related to unsatisfied performance obligations is not necessarily indicative of the future revenue to be recognized from TDS Telecom's existing customer base and therefore is excluded from these estimates.

	Service Revenues
(Dollars in millions)
Remainder of 2025	$	~~288~~232
2026	~~130~~147
Thereafter	84107
Total	$	~~502~~486

Contract Cost Assets

TDS expects that commission fees paid as a result of obtaining contracts are recoverable, and therefore TDS defers and amortizes these costs. As a practical expedient, costs with an amortization period of one year or less are expensed as incurred. TDS also incurs fulfillment costs, such as installation costs, where there is an expectation that a future benefit will be realized. Deferred commission fees and fulfillment costs are amortized based on the timing of transfer of the goods or services to which the assets relate, typically the contract term. Contract cost asset balances, which are recorded in Other assets and deferred charges in the Consolidated Balance Sheet, were as follows:

	March 31, 2025		December 31, 2024
	June 30, 2025		December 31, 2024
(Dollars in millions)
Costs to obtain contracts
Sales commissions	$	~~142~~143	$	145
Fulfillment costs
Installation costs	2		2
Total contract cost assets	$	~~144~~145	$	147

Amortization of contract cost assets was $2526 million ~~for~~and ~~both~~$51 million for the three and six months ended ~~March~~June 3130, 2025, respectively, and $25 million and $50 million for the three and six months ended June 30, 2024, respectively, and was included in Selling, general and administrative expenses and Cost of services expenses.

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Note 3 Fair Value Measurements

As of ~~March~~June 3130, 2025 and December 31, 2024, TDS did not have any material financial or nonfinancial assets or liabilities that were required to be recorded at fair value in its Consolidated Balance Sheet in accordance with GAAP.

The provisions of GAAP establish a fair value hierarchy that contains three levels for inputs used in fair value measurements. Level 1 inputs include quoted market prices for identical assets or liabilities in active markets. Level 2 inputs include quoted market prices for similar assets and liabilities in active markets or quoted market prices for identical assets and liabilities in inactive markets. Level 3 inputs are unobservable. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. A financial instrument’s level within the fair value hierarchy is not representative of its expected performance or its overall risk profile and, therefore Level 3 assets are not necessarily higher risk than Level 2 assets or Level 1 assets.

As of March 31, 2025, UScellular recorded a net written call option at fair value, which was considered Level 3 within the fair value hierarchy. See Note 6 — Divestitures for additional information.

TDS has applied the provisions of fair value accounting for purposes of computing the fair value of financial instruments for disclosure purposes as displayed below.

Level within the Fair Value Hierarchy

~~March~~June 3130, 2025

December 31, 2024

Book Value

Fair Value

Book Value

Fair Value

(Dollars in millions)

Long-term debt

4,~~108~~097

43,~~017~~927

4,119

4,015

Long-term debt excludes lease obligations, the current portion of Long-term debt and debt financing costs. The fair value of Long-term debt was estimated using various methods, including quoted market prices and discounted cash flow analyses.

The fair values of Cash and cash equivalents, and restricted cash ~~and short-term debt~~ approximate their book values due to the short-term nature of these financial instruments.

Note 4 Equipment Installment Plans

~~UScellular~~Array sells devices to customers under equipment installment plans over a specified time period. For certain equipment installment plans, after a specified period of time or amount of payments, the customer may have the right to upgrade to a new device and have the remaining unpaid equipment installment contract balance waived, subject to certain conditions, including trading in the original device in good working condition and signing a new equipment installment contract.

The following table summarizes equipment installment plan receivables.

	March 31, 2025		December 31, 2024
	June 30, 2025		December 31, 2024
(Dollars in millions)
Equipment installment plan receivables, gross	$	1,~~054~~032	$	1,110
Allowance for credit losses	(7875)		(82)
Equipment installment plan receivables, net	$	~~976~~957	$	1,028
Net balance presented in the Consolidated Balance Sheet as:
Accounts receivable — Customers and agents (Current portion)	$	~~567~~551	$	592
Other assets and deferred charges (Non-current portion)	~~409~~406		436
Equipment installment plan receivables, net	$	~~976~~957	$	1,028

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~~UScellular~~Array uses various inputs to evaluate the credit profiles of its customers, including internal data, information from credit bureaus and other sources. From this evaluation, a credit class is assigned to the customer that determines the number of eligible lines, the amount of credit available, and the down payment requirement, if any. These credit classes are grouped into four credit categories: lowest risk, lower risk, slight risk and higher risk. A customer's assigned credit class is reviewed periodically and a change is made, if appropriate. An equipment installment plan billed amount is considered past due if not paid within 30 days. The balance and aging of the equipment installment plan receivables on a gross basis by credit category were as follows:

	March 31, 2025										December 31, 2024
	June 30, 2025										December 31, 2024
	Lowest Risk		Lower Risk		Slight Risk		Higher Risk		Total		Lowest Risk		Lower Risk		Slight Risk		Higher Risk		Total
(Dollars in millions)
Unbilled	$	~~898~~883	$	7668	$	1312	$	6	$	~~993~~969	$	955	$	77	$	13	$	5	$	1,050
Billed — current	3839		4		1		—1		4345		36		4		1		1		42
Billed — past due	1011		5		21		1		18		10		5		2		1		18
Total	$	~~946~~933	$	8577	$	1614	$	78	$	1,~~054~~032	$	1,001	$	86	$	16	$	7	$	1,110

The balance of the equipment installment plan receivables as of ~~March~~June 3130, 2025 on a gross basis by year of origination were as follows:

	2022		2023		2024		2025		Total
(Dollars in millions)
Lowest Risk	$	8240	$	~~271~~214	$	~~475~~420	$	~~118~~259	$	~~946~~933
Lower Risk	42		1712		4834		1629		8577
Slight Risk	—		21		96		57		1614
Higher Risk	—		1—		5		13		78
Total	$	8642	$	~~291~~227	$	~~537~~465	$	~~140~~298	$	1,~~054~~032

The write-offs, net of recoveries for the ~~three~~six months ended ~~March~~June 3130, 2025 on a gross basis by year of origination were as follows:

	2022		2023		2024		2025		Total
(Dollars in millions)
Write-offs, net of recoveries	$	12	$	58	$	1326	$	—1	$	1937

Activity for the ~~three~~six months ended ~~March~~June 3130, 2025 and 2024, in the allowance for credit losses for equipment installment plan receivables was as follows:

	March 31, 2025		March 31, 2024
	June 30, 2025		June 30, 2024
(Dollars in millions)
Allowance for credit losses, beginning of period	$	82	$	90
Bad debts expense	1530		2233
Write-offs, net of recoveries	(1937)		(2438)
Allowance for credit losses, end of period	$	7875	$	8885

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Note 5 Earnings Per Share

Basic earnings (loss) per share attributable to TDS common shareholders is computed by dividing Net income (loss) attributable to TDS common shareholders by the weighted average number of Common Shares outstanding during the period. Diluted earnings (loss) per share attributable to TDS common shareholders is computed by dividing Net income (loss) attributable to TDS common shareholders by the weighted average number of Common Shares outstanding during the period adjusted to include the effects of potentially dilutive securities. Potentially dilutive securities primarily include incremental shares issuable upon the exercise of outstanding stock options and the vesting of performance and restricted stock units, as calculated using the treasury stock method.

The amounts used in computing basic and diluted earnings (loss) per share attributable to TDS common shareholders were as follows:

	Three Months EndedMarch 31,
	Three Months EndedJune 30,				Six Months EndedJune 30,
	2025		2024		2025		2024
(Dollars and shares in millions, except per share amounts)
Net income (loss) attributable to TDS common shareholders	$	(105)	$	12(14)	$	(16)	$	(3)
Weighted average number of shares used in basic earnings (loss) per share:
Weighted average number of shares used in basic and diluted earnings (loss) per share:
Common Shares	108		~~106~~107		108		106
Series A Common Shares	7		7		7		7
Total	115		~~113~~114		115		113
Effects of dilutive securities	—		4
Basic earnings (loss) per share attributable to TDS common shareholders	$	(0.05)	$	(0.13)	$	(0.14)	$	(0.02)
Weighted average number of shares used in diluted earnings (loss) per share	115		117
Diluted earnings (loss) per share attributable to TDS common shareholders	$	(0.05)	$	(0.13)	$	(0.15)	$	(0.03)
Basic earnings (loss) per share attributable to TDS common shareholders	$	(0.09)	$	0.11
Diluted earnings (loss) per share attributable to TDS common shareholders	$	(0.09)	$	0.10

Certain Common Shares issuable upon the exercise of stock options or vesting of performance and restricted stock units were not included in weighted average diluted shares outstanding for the calculation of Diluted earnings (loss) per share attributable to TDS common shareholders because their effects were antidilutive. The number of such Common Shares excluded was 43 million and 24 million for the three and six months ended ~~March~~June 3130, 2025, respectively, and ~~2024~~6 million for both the three and six months ended June 30, ~~respectively~~2024.

Note 6 Divestitures

~~UScellular~~Array

On August 4, 2023, TDS and ~~UScellular~~Array announced that the Boards of Directors of both companies decided to initiate a process to explore a range of strategic alternatives for ~~UScellular~~Array. On May 28, 2024, ~~UScellular~~Array announced that its Board of Directors unanimously approved the execution of a Securities Purchase Agreement (Securities Purchase Agreement) by and among TDS, ~~UScellular~~Array, T-Mobile US, Inc. (T-Mobile) and USCC Wireless Holdings, LLC, pursuant to which, among other things, ~~UScellular~~Array ~~has~~ agreed to sell its wireless operations and select spectrum assets to T-Mobile for a purchase price, subject to adjustments as specified in the Securities Purchase Agreement, of $4,400 million, which is payable in a combination of cash and the assumption of up to approximately $2,000 million in debt. The purchase price includes $100 million contingent on the satisfaction of certain financial and operational targets prior to close; based on projected performance against such targets through an expected mid-year 2025 close, UScellular does not expect to receive most of this contingent consideration. The purchase price also includes $400 million allocated to certain wireless spectrum licenses held by entities in which UScellular is a non-controlling limited partner. The closing with respect to these wireless spectrum licenses is contingent upon UScellular's purchase, which is pending receipt of regulatory approval, of the remaining equity in the entities that UScellular does not currently own. The Securities Purchase Agreement also ~~contemplates~~contemplated, among other things, a Short-Term Spectrum Manager Lease Agreement and Short-Term Spectrum Manager Sublease Agreements that ~~will~~would become effective at the closing date, which provide T-Mobile with an exclusive license to use certain ~~UScellular~~Array spectrum assets and leases at no cost for up to one-year for the sole purpose of providing continued, uninterrupted service to customers. ~~UScellular~~The ~~expects~~sale toof ~~present~~ the wireless operations ~~and select spectrum assets sold~~ to T-Mobile aswas ~~discontinued~~subject ~~operations~~to ~~if and when~~ the ~~accounting~~receipt ~~criteria~~of isregulatory ~~met.~~approvals ~~The~~and ~~sale of~~ the ~~wireless~~satisfaction ~~operations~~of tocustomary ~~T-Mobile~~closing isconditions. ~~expected~~As toof ~~close~~June in30, ~~mid-~~2025, ~~subject~~the totransaction ~~the~~did ~~receipt~~not ofmeet ~~regulatory~~the ~~approvals~~accounting ~~and~~criteria ~~the~~to ~~satisfaction~~be ofpresented ~~customary~~as ~~closing~~discontinued ~~conditions~~operations.

46On October 17, 2024, Array, and certain subsidiaries of Array, entered into a License Purchase Agreement (Verizon Purchase Agreement) with Verizon Communications Inc. (Verizon) to sell certain AWS, Cellular and PCS wireless spectrum licenses and agreed to grant Verizon certain rights to lease such licenses prior to the transaction close for total proceeds of $1,000 million. As of June 30, 2025, Array's book value of the wireless spectrum licenses to be sold was $586 million. The transaction is expected to close in the third quarter of 2026, subject to regulatory approval and other customary closing conditions, and the termination of the T-Mobile Short-Term Spectrum Manager Lease Agreement.

On November 6, 2024, Array, and certain subsidiaries of Array, entered into a License Purchase Agreement (AT&T Purchase Agreement) with New Cingular Wireless PCS, LLC (AT&T), a subsidiary of AT&T Inc. to sell certain 3.45 GHz and 700 MHz wireless spectrum licenses and agreed to grant AT&T certain rights to lease and sub-lease such licenses prior to the transaction close for total proceeds of $1,018 million, subject to certain purchase price adjustments. As of June 30, 2025, Array's book value of the wireless spectrum licenses to be sold was $860 million. The transaction is expected to close in 2025, subject to regulatory approval and other customary closing conditions.

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OnThe ~~October~~strategic ~~17,~~alternatives ~~2024,~~review ~~UScellular,~~process ~~and~~is ~~certain~~ongoing ~~subsidiaries~~as ofArray ~~UScellular,~~works ~~entered~~toward ~~into~~closing athe ~~License Purchase Agreement (~~Verizon ~~Purchase~~and ~~Agreement)~~AT&T ~~with~~spectrum ~~Verizon~~transactions ~~Communications~~signed ~~Inc.~~during ~~(Verizon) to sell certain AWS~~2024, ~~Cellular~~ and ~~PCS~~continues ~~wireless spectrum licenses and agreed~~ to ~~grant~~seek ~~Verizon certain rights~~ to ~~lease~~opportunistically ~~such~~monetize ~~licenses~~its ~~prior to the transaction close for total proceeds of $1,000 million. As of March 31, 2025, UScellular's book value of the wireless~~ spectrum ~~licenses~~assets tothat beare ~~sold~~not ~~was $586 million. The transaction is~~ subject to ~~regulatory~~the ~~approval~~Securities ~~and~~Purchase ~~other customary closing conditions~~Agreement, ~~and is contingent on~~ the ~~closing~~Verizon ofPurchase ~~the~~Agreement, ~~T-Mobile~~or ~~transaction and~~ the ~~termination of the~~ AT&T~~-Mobile~~ ~~Short-Term~~Purchase ~~Spectrum Manager Lease~~ Agreement.

OnTDS ~~November~~incurred 6,third-party ~~2024,~~expenses ~~UScellular,~~related ~~and certain subsidiaries of UScellular, entered into a License Purchase Agreement (AT&T Purchase Agreement) with New Cingular Wireless PCS, LLC (AT&T), a subsidiary of AT&T Inc.~~ to ~~sell~~the ~~certain~~announced ~~3.45~~transactions ~~GHz~~ and ~~700~~strategic ~~MHz~~alternatives ~~wireless~~review ~~spectrum~~of ~~licenses~~$16 ~~and~~million ~~agreed to grant AT&T certain rights to lease~~ and ~~sub-lease~~$32 ~~such~~million ~~licenses~~for ~~prior to~~ the ~~transaction~~three ~~close~~and ~~for~~six ~~total~~months ~~proceeds~~ended ofJune $130,~~018 million,~~ ~~subject to certain purchase price adjustments. As of March 31~~2025, ~~2025~~respectively, ~~UScellular's~~and ~~book value of the wireless spectrum licenses to be sold was~~ $~~859~~ 21 million. ~~The transaction is subject to regulatory approval~~ and ~~other~~$33 ~~customary~~million ~~closing~~for ~~conditions and substantially all of~~ the ~~licenses~~three ~~subject~~and tosix ~~the~~months ~~transaction~~ended ~~are~~June ~~contingent~~30, on2024, ~~the~~respectively, ~~closing~~which ~~of the T-Mobile transaction. The purchase price includes $232 million allocated to certain wireless spectrum licenses that~~ are ~~held~~included ~~by an entity~~ in ~~which UScellular is a non-controlling limited partner. The closing with respect to these wireless spectrum licenses is contingent upon UScellular's purchase~~Selling, ~~which~~general isand ~~pending~~administrative ~~receipt of regulatory approval, of the remaining equity in the entity that UScellular does not currently own~~expenses.

~~The~~As ~~strategic~~part ~~alternatives~~of ~~review~~the ~~process~~transaction, isArray ~~ongoing~~entered asinto ~~UScellular~~a ~~works~~Put/Call ~~toward~~Agreement ~~closing~~with T-Mobile whereby T-Mobile has the ~~transactions~~right ~~signed~~to ~~during~~call ~~2024,~~certain ~~including~~spectrum assets and Array has the right to put certain spectrum assets to T-Mobile for an aggregate agreed upon price of $106 million. The call option notice period started on May 24, ~~Verizon~~2024, and ~~AT&T~~the ~~transactions~~put ~~and~~exercise ~~continues~~period tostarts ~~seek~~at tothe ~~opportunistically~~close ~~monetize~~of ~~its~~the ~~spectrum~~broader ~~assets~~transaction. ~~that~~There ~~are~~was ~~not~~no ~~subject~~cash toexchanged at the ~~Securities~~inception ~~Purchase~~of the Put/Call Agreement. All license transfers pursuant to any put/call are subject to Federal Communications Commission (FCC) approval. Array accounts for this instrument as a net written call option and records such option at fair value each reporting period unless/until such option is exercised or terminated. As of June 30, 2025, Array wrote off the ~~Verizon~~entire ~~Purchase~~fair ~~Agreement~~value orof the ~~AT&T~~net ~~Purchase~~written ~~Agreement~~call option. The change in fair value is recorded to (Gain) loss on license sales and exchanges, net in the Consolidated Statement of Operations.

TDS incurred third-party expenses related to the announced transactions and strategic alternatives review of $16 million and $11 million for the three months ended March 31, 2025 and 2024, respectively, which are included in Selling, general and administrative expenses.

As part of the transaction, UScellular entered into a Put/Call Agreement with T-Mobile whereby T-Mobile has the right to call certain spectrum assets and UScellular has the right to put certain spectrum assets to T-Mobile for an aggregate agreed upon price of $106 million. The call option notice period started on May 24, 2024, and the put exercise period starts at the close of the broader transaction. There was no cash exchanged at the inception of the Put/Call Agreement. All license transfers pursuant to any put/call are subject to Federal Communications Commission (FCC) approval. UScellular accounts for this instrument as a net written call option and records such option at fair value each reporting period unless/until such option is exercised or terminated. UScellular estimated the fair value of the net written call option at $4 million as of March 31, 2025, which was recorded to Other current liabilities in the Consolidated Balance Sheet. The change in fair value is recorded to (Gain) loss on license sales and exchanges, net in the Consolidated Statement of Operations.

TDS Telecom

In February 2025, TDS Telecom entered into agreements with third-parties to sell certain incumbent markets in Colorado for a purchase price of $18 million. The ~~assets~~transactions ~~and~~closed ~~liabilities~~on ofJune ~~the~~2, ~~markets~~2025, ~~being~~and ~~sold~~TDS ~~have~~Telecom ~~been~~recognized ~~classified~~a asbook ~~held~~gain ~~for~~of ~~sale~~$8 million in ~~the~~(Gain) ~~Consolidated~~loss ~~Balance~~on ~~Sheet~~sale as of ~~March~~business ~~31,~~and ~~2025.~~other ~~The~~exit ~~transactions~~costs, ~~are~~net ~~expected to close~~ in ~~2025,~~the ~~subject~~Consolidated toStatement ~~customary~~of ~~closing conditions~~Operations.

See Note 12 — Subsequent Events for additional information related to divestitures.

Note 7 Investments in Unconsolidated Entities

Investments in unconsolidated entities consist of amounts invested in entities in which TDS holds a noncontrolling interest. TDS’ Investments in unconsolidated entities are accounted for using the equity method, measurement alternative method or net asset value practical expedient method as shown in the table below. The carrying value of measurement alternative method investments represents cost minus any impairments plus or minus any observable price changes.

	March 31, 2025		December 31, 2024
	June 30, 2025		December 31, 2024
(Dollars in millions)
Equity method investments	$	~~498~~464	$	472
Measurement alternative method investments	21		19
Investments recorded using the net asset value practical expedient	8		9
Total investments in unconsolidated entities	$	~~527~~493	$	500

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The following table, which is based on unaudited information provided in part by third parties, summarizes the combined results of operations of TDS’ equity method investments.

	Three Months EndedMarch 31,
	Three Months EndedJune 30,				Six Months EndedJune 30,
	2025		2024		2025		2024
(Dollars in millions)
Revenues	$	1,~~916~~939	$	1,~~849~~828	$	3,855	$	3,677
Operating expenses	1,~~523~~516		1,~~421~~419		3,040		2,840
Operating income	~~393~~423		~~428~~409		815		837
Other income (expense), net	(123)		~~(9)~~8		(15)		(1)
Net income	$	~~381~~420	$	~~419~~417	$	800	$	836

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Note 8 Debt

Revolving Credit Agreements

Unsecured Term Loan Agreements

TDS ~~has~~had unsecured term loan agreements with maximum borrowing capacities of $875 million. The maturity dates for the agreements range from July 2028 to July 2031. As of ~~March~~June 3130, 2025, the outstanding borrowings were $~~783~~ 781 million and the unused borrowing capacity was $75 million.

~~UScellular~~Array ~~has~~had unsecured term loan agreements with maximum borrowing capacities of $800 million. The maturity dates for the agreements range from July ~~2026~~2027 to July 2031. In April 2025, Array amended its $300 million unsecured term loan agreement due July 2026 to extend the maturity date to July 2027 and allow for permitted dispositions, as specified in the amendment. As of ~~March~~June 3130, 2025, ~~UScellular~~Array has borrowed the full amount available under the agreements and the outstanding borrowings were $~~718~~ 713 million.

In ~~April~~June 2025, ~~UScellular~~Array ~~amended~~entered into an amendment to its term loan agreement with CoBank, ACB for an additional $~~300~~800 million ~~unsecured~~of borrowing capacity. The term loan ~~agreement~~may ~~due~~be ~~July~~drawn ~~2026~~prior to ~~extend~~November ~~the~~1, 2025; amounts not drawn by that time will cease to be available. The maturity date toof ~~July~~the ~~2027~~term ~~and~~loan ~~allow~~is ~~for~~June ~~permitted~~2030. ~~dispositions,~~Borrowings asbear ~~specified~~interest inat ~~the~~a ~~amendment~~rate of Secured Overnight Financing Rate (SOFR) plus 2.50%.

Secured Term Loan Agreement

TDS ~~has~~had a secured term loan agreement with maximum borrowing capacity of $300 million. In February 2025, TDS amended the agreement to extend the maturity date to the earlier of (i) September 2026 and (ii) the scheduled maturity date of TDS' existing revolving credit agreement (which had a then existing maturity date of July 2026, which has since been extended as described above). In April 2025, TDS amended the secured term loan agreement to extend the maturity date to the earliest of (i) 270 days following the consummation of the sale of the Array wireless operations to T-Mobile, (ii) the date on which Array receives net proceeds from the cumulative sale of wireless spectrum licenses to AT&T, Verizon and other parties that equals or exceeds $1.1 billion, or (iii) July 20, 2027, and to allow for permitted dispositions, as specified in the amendment. As of ~~March~~June 3130, 2025, the outstanding borrowings under the agreement were $300 million, which is the full amount available under the agreement.

48TDS and Array each had a $150 million term loan credit facility with Export Development Canada to finance (or refinance) imported equipment, including equipment purchased prior to entering the term loan facility agreement. In June 2025, TDS amended its agreement to allow for permitted dispositions, as specified in the amendment. The maturity date for the TDS agreement is December 2027 and for the Array agreement is January 2027. As of June 30, 2025, TDS and Array have both borrowed the full amount available under the agreements.

Receivables Securitization Agreement

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Debt Covenants

The TDS $375 million term loan agreement with a maturity date of May 2029 requires TDS to comply with certain affirmative and negative covenants, which includes a financial covenant that may restrict the borrowing capacity available. TDS is required to maintain the Consolidated Leverage Ratio as of the end of any fiscal quarter at a level not to exceed ~~the following:~~ 4.~~50 to 1.00 from April 1, 2024 through and including March 31, 2025; 4.~~25 to 1.00 from April 1, 2025 and thereafter. TDS believes that it was in compliance as of ~~March~~June 3130, 2025 with such financial covenant.

In April 2025, the TDS and ~~UScellular~~Array revolving credit agreements, ~~UScellular~~Array $300 million unsecured term loan agreement and TDS $300 million secured term loan agreement were amended to require, upon the consummation of the sale of the ~~UScellular~~Array wireless operations to T-Mobile, TDS and ~~UScellular~~Array to maintain the Consolidated Leverage Ratio, based on net debt, as of the end of any fiscal quarter from and including the quarter in which such sale occurs at a level not to exceed 3.50 to 1.00.

See Note 12 — Subsequent Events for additional information related to financing activities.

Note 9 Variable Interest Entities

Consolidated VIEs

TDS consolidates VIEs in which it has a controlling financial interest as defined by GAAP and is therefore deemed the primary beneficiary. TDS reviews the criteria for a controlling financial interest at the time it enters into agreements and subsequently when events warranting reconsideration occur. These VIEs have risks similar to those described in the “Risk Factors” in this Form 10-Q ~~and TDS’ Form 10-K for the year ended December 31, 2024~~.

~~UScellular~~Array formed USCC EIP LLC (Seller/Sub-Servicer), USCC Receivables Funding LLC (Transferor) and the USCC Master Note Trust (Trust), collectively the special purpose entities (SPEs), to facilitate a securitized borrowing using its equipment installment plan receivables. Under a Receivables Sale Agreement, ~~UScellular~~Array wholly-owned, majority-owned and unconsolidated entities, collectively referred to as “affiliated entities”, transfer device equipment installment plan contracts to the Seller/Sub-Servicer. The Seller/Sub-Servicer aggregates device equipment installment plan contracts, and performs servicing, collection and all other administrative activities related to accounting for the equipment installment plan contracts. The Seller/Sub-Servicer sells the eligible equipment installment plan receivables to the Transferor, a bankruptcy remote entity, which subsequently sells the receivables to the Trust. The Trust, which is bankruptcy remote and isolated from the creditors of ~~UScellular~~Array, will be responsible for issuing asset-backed variable funding notes (Notes), which are collateralized by the equipment installment plan receivables owned by the Trust. Given that ~~UScellular~~Array has the power to direct the activities of these SPEs, and that these SPEs lack sufficient equity to finance their activities, ~~UScellular~~Array is deemed to have a controlling financial interest in the SPEs, and therefore consolidates them. All transactions with third parties (e.g., issuance of the asset-backed variable funding notes) will be accounted for as a secured borrowing due to the pledging of equipment installment plan contracts as collateral, significant continuing involvement in the transferred assets, subordinated interests of the cash flows, and continued evidence of control of the receivables. See Note 12 — Subsequent Events for additional information related to the SPEs.

The following VIEs were formed to participate in FCC auctions of wireless spectrum licenses and to fund, establish, and provide wireless service with respect to any FCC wireless spectrum licenses won in the auctions:

▪Advantage Spectrum, L.P. (Advantage Spectrum) and Sunshine Spectrum, Inc., the general partner of Advantage Spectrum; and

▪King Street Wireless, L.P. (King Street Wireless) and King Street Wireless, Inc., the general partner of King Street Wireless.

These particular VIEs are collectively referred to as designated entities. The power to direct the activities that most significantly impact the economic performance of these VIEs is shared. Specifically, the general partner of these VIEs has the exclusive right to manage, operate and control the limited partnerships and make all decisions to carry on the business of the partnerships. The general partner of each partnership needs the consent of the limited partner, an indirect TDS subsidiary, to sell or lease certain wireless spectrum licenses, to make certain large expenditures, admit other partners or liquidate the limited partnerships. Although the power to direct the activities of these VIEs is shared, TDS has the most significant level of exposure to the variability associated with the economic performance of the VIEs, indicating that TDS is the primary beneficiary of the VIEs. Therefore, in accordance with GAAP, these VIEs are consolidated into the TDS financial statements. See Note 12 — Subsequent Events for additional information related to the designated entities.

TDS also consolidates other VIEs that are limited partnerships that provide wireless service. A limited partnership is a variable interest entity unless the limited partners hold substantive participating rights or kick-out rights over the general partner. For certain limited partnerships, UScellular is the general partner and manages the operations. In these partnerships, the limited partners do not have substantive kick-out or participating rights and, further, such limited partners do not have the authority to remove the general partner. Therefore, these limited partnerships also are recognized as VIEs and are consolidated into the TDS financial statements under the variable interest model.63

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TDS also consolidates other VIEs that are limited partnerships that provide wireless service. A limited partnership is a variable interest entity unless the limited partners hold substantive participating rights or kick-out rights over the general partner. For certain limited partnerships, Array is the general partner and manages the operations. In these partnerships, the limited partners do not have substantive kick-out or participating rights and, further, such limited partners do not have the authority to remove the general partner. Therefore, these limited partnerships also are recognized as VIEs and are consolidated into the TDS financial statements under the variable interest model.

The following table presents the classification and balances of the consolidated VIEs’ assets and liabilities in TDS’ Consolidated Balance Sheet.

	March 31, 2025		December 31, 2024
	June 30, 2025		December 31, 2024
(Dollars in millions)
Assets
Cash and cash equivalents	$	3724	$	51
Accounts receivable	~~614~~599		639
Inventory, net	43		5
Other current assets	1915		16
Licenses	639		639
Property, plant and equipment, net	~~108~~104		113
Operating lease right-of-use assets	4645		46
Other assets and deferred charges	~~417~~415		446
Total assets	$	1,~~884~~844	$	1,955
Liabilities
Current liabilities	$	3334	$	34
Long-term operating lease liabilities	39		39
Other deferred liabilities and credits	26		27
Total liabilities1	$	9899	$	100

1 Total liabilities does not include amounts borrowed under the receivables securitization agreement.

Unconsolidated VIEs

TDS manages the operations of and holds a variable interest in certain other limited partnerships, but is not the primary beneficiary of these entities, and therefore does not consolidate them into the TDS financial statements under the variable interest model.

TDS’ total investment in these unconsolidated entities was $54 million atand ~~both~~$6 ~~March~~million 31at June 30, 2025 and December 31, 2024, respectively, and is included in Investments in unconsolidated entities in TDS’ Consolidated Balance Sheet. The maximum exposure from unconsolidated VIEs is limited to the investment held by TDS in those entities. See Note 12 — Subsequent Events for additional information related to Investments in unconsolidated entities.

Other Related Matters

TDS made contributions, loans or advances to its VIEs totaling $366 million and $~~207~~250 million during the ~~three~~six months ended ~~March~~June 3130, 2025 and 2024, respectively, of which $31219 million in ~~2025 and $187 million in~~ 2024, are related to USCC EIP LLC as discussed above. TDS may agree to make additional capital contributions and/or advances to these or other VIEs and/or to their general partners to provide additional funding for their operations or the development of wireless spectrum licenses granted in various auctions. TDS may finance such amounts with a combination of cash on hand, borrowings under its revolving credit or receivables securitization agreements and/or other long-term debt. There is no assurance that TDS will be able to obtain additional financing on commercially reasonable terms or at all to provide such financial support.

~~Note 10 Noncontrolling Interests~~64

The following schedule discloses the effects of Net income attributable to TDS shareholders and changes in TDS’ ownership interest in UScellular on TDS’ equity:

Three Months Ended March 31,	2025		2024
(Dollars in millions)
Net income attributable to TDS shareholders	$	7	$	29
Transfers (to) from noncontrolling interests
Change in TDS' Capital in excess of par value from UScellular's issuance of UScellular shares	(16)		(1)
Change in TDS' Capital in excess of par value from UScellular's repurchases of UScellular shares	(3)		—
Net transfers (to) from noncontrolling interests	(19)		(1)
Net income (loss) attributable to TDS shareholders after transfers (to) from noncontrolling interests	$	(12)	$	28

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Note 10 Noncontrolling Interests

The following schedule discloses the effects of Net income attributable to TDS shareholders and changes in TDS’ ownership interest in Array on TDS’ equity:


Six Months Ended June 30,	2025		2024
(Dollars in millions)
Net income attributable to TDS shareholders	$	19	$	32
Transfers (to) from noncontrolling interests
Change in TDS' Capital in excess of par value from Array's issuance of Array shares	(75)		(42)
Change in TDS' Capital in excess of par value from Array's repurchases of Array shares	(3)		—

Net transfers (to) from noncontrolling interests	(78)		(42)
Net income (loss) attributable to TDS shareholders after transfers (to) from noncontrolling interests	$	(59)	$	(10)

Note 11 Business Segment Information

TDS has the following reportable segments: ~~UScellular~~Array Wireless, ~~UScellular~~Array Towers and TDS Telecom. ~~UScellular~~Array Wireless generates its revenues by providing wireless services and equipment. ~~UScellular~~Array Towers generates its revenues by leasing tower space on ~~UScellular~~Array-owned towers to other wireless carriers. TDS Telecom generates its revenues by providing broadband, video, voice and wireless services. The Towers segment records rental revenue and the Wireless segment records a related expense when the Wireless segment uses company-owned towers to locate its network equipment, using estimated market pricing - this revenue and expense is eliminated in consolidation.

The reportable segments are billed for services they receive from TDS, consisting primarily of information processing, accounting, finance, and general management services. Such billings are based on expenses specifically identified to the reportable segments and on allocations of common expenses. Management believes the method used to allocate common expenses is reasonable and that all expenses and costs applicable to the reportable segments are reflected in the accompanying business segment information.

Adjusted earnings before interest, taxes, depreciation, amortization and accretion (Adjusted EBITDA) is the segment measure of profit or loss reported to the chief operating decision maker for purposes of assessing the segments' performance and making capital allocation decisions. Adjusted EBITDA is a non-GAAP financial measure that shows adjusted earnings before interest, taxes, depreciation, amortization and accretion, gains and losses, and expenses related to the strategic alternatives review of ~~UScellular~~Array. TDS believes Adjusted EBITDA is a useful measure of TDS’ operating results before significant recurring non-cash charges, gains and losses, and other items as presented below as it provides 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. TDS’ chief operating decision maker is its President and Chief Executive Officer.

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Financial data for TDS’ reportable segments for the three and six months ended ~~March~~June 3130, 2025 and 2024, is as follows.

Three Months Ended March 31, 2025	UScellular Wireless		UScellular Towers		TDS Telecom		Total
Three Months Ended June 30, 2025	Array Wireless		Array Towers		TDS Telecom		Total
(Dollars in millions)
Revenues from external customers	$	~~864~~888	$	2728	$	~~256~~264	$	1,~~147~~180
Intersegment revenues	—		34		1		35
	864		61		257		1,182
	888		62		265		1,215
Reconciliation of revenue:
All Other revenues1							76
Elimination of intersegment revenues							(35)
Total operating revenues							$	1,~~154~~186
Less2:
Cost of services (excluding Depreciation, amortization and accretion reported below)	~~191~~197		1920		~~101~~97
Cost of equipment and products	~~178~~209		—		—
Selling, general and administrative	~~322~~319		109		83
Expenses related to strategic alternatives review (included in Selling, general and administrative)	(911)		(1)		—
Other segment items	—		—		(3)
Segment Adjusted EBITDA (Non-GAAP)	$	~~182~~174	$	3334	$	7689	$	~~291~~297
Reconciliation of Segment Adjusted EBITDA to Income before income taxes:
All Other income (loss) before income taxes1							(2533)
Depreciation, amortization and accretion							(~~234~~236)
Expenses related to strategic alternatives review (included in Selling, general and administrative)							(1012)
Loss on asset disposals, net							(48)
Gain on license sales and exchanges, net							1
Gain on sale of business and other exit costs, net							8
Equity earnings of unconsolidated entities							36
Gain on license sales and exchanges, net							4
Interest and dividend income							3
Equity earnings of unconsolidated entities							42
Interest expense							(38)
Interest and dividend income							4
Income before income taxes							$	20
Interest expense							(44)
Income before income taxes							$	21

Other segment disclosures
Three Months Ended or as of March 31, 2025	UScellular Wireless		UScellular Towers		TDS Telecom		Segment Total		UScellular		All Other1		TDS Consolidated Total
Three Months Ended or as of June 30, 2025	Array Wireless		Array Towers		TDS Telecom		Segment Total		Array		All Other1		TDS Consolidated Total
Depreciation, amortization and accretion	$	(~~152~~151)	$	(1112)	$	(7173)	$	(~~234~~236)			$	—	$	(~~234~~236)
Loss on asset disposals, net	(2)		—		(26)		(48)				—(1)		(49)
Gain on sale of business and other exit costs, net	—		—		—8		—8				1—		18
Gain on license sales and exchanges, net	14		—		—		14				—		14
Investments in unconsolidated entities3					4		4		~~479~~$	444	4445		~~527~~493
Total assets4					2,~~906~~903		2,~~906~~903		~~10,365~~$	10,377	~~265~~246		13,~~536~~526
Capital expenditures	$	5177	$	23	$	5990	$	~~112~~170			$	—	$	~~112~~170

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Three Months Ended March 31, 2024	UScellular Wireless		UScellular Towers		TDS Telecom		Total
Three Months Ended June 30, 2024	Array Wireless		Array Towers		TDS Telecom		Total
(Dollars in millions)
Revenues from external customers	$	~~925~~902	$	25	$	~~265~~266	$	1,~~215~~193
Intersegment revenues	—		33		1		34
	925		58		266		1,249
	902		58		267		1,227
Reconciliation of revenue:
All Other revenues1							4745
Elimination of intersegment revenues							(34)
Total operating revenues							$	1,~~262~~238
Less2:
Cost of services (excluding Depreciation, amortization and accretion reported below)	~~197~~194		1819		98
Cost of equipment and products	~~216~~211		—		—
Selling, general and administrative	~~324~~313		79		7580
Expenses related to strategic alternatives review (included in Selling, general and administrative)	(712)		—(1)		—
Other segment items	—		—		(2)
Segment Adjusted EBITDA (Non-GAAP)	$	~~195~~196	$	3331	$	9591	$	~~323~~318
Reconciliation of Segment Adjusted EBITDA to Income before income taxes:
All Other income (loss) before income taxes1							(2540)
Depreciation, amortization and accretion							(~~230~~232)
Expenses related to strategic alternatives review (included in Selling, general and administrative)							(713)
Loss on asset disposals, net							(89)
Gain on license sales and exchanges, net							1
Loss on license sales and exchanges, net							(8)
Equity earnings of unconsolidated entities							4238
Interest and dividend income							23
Interest expense							(4145)
Income before income taxes							$	5813

Other segment disclosures
Three Months Ended or as of March 31, 2024	UScellular Wireless		UScellular Towers		TDS Telecom		Segment Total		UScellular		All Other1		TDS Consolidated Total
Three Months Ended or as of June 30, 2024	Array Wireless		Array Towers		TDS Telecom		Segment Total		Array		All Other1		TDS Consolidated Total
Depreciation, amortization and accretion	$	(154)	$	(11)	$	(6567)	$	(~~230~~232)			$	(41)	$	(~~234~~233)
Gain (loss) on asset disposals, net	(6)		—		(2)		(8)				1		(7)
Loss on asset disposals, net	(5)		—		(4)		(9)				—		(9)
Gain on license sales and exchanges, net	1		—		—		1				—		1
Loss on license sales and exchanges, net	(8)		—		—		(8)				—		(8)
Investments in unconsolidated entities3					4		4		~~482~~$	461	4042		~~526~~507
Total assets4					2,~~892~~898		2,~~892~~898		~~10,704~~$	10,639	~~270~~335		13,~~866~~872
Capital expenditures	$	~~127~~160	$	45	$	8778	$	~~218~~243			$	1	$	~~219~~244

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Six Months Ended June 30, 2025	Array Wireless		Array Towers		TDS Telecom		Total
(Dollars in millions)
Revenues from external customers	$	1,751	$	56	$	520	$	2,327
Intersegment revenues	—		67		2		69
	1,751		123		522		2,396
Reconciliation of revenue:
All Other revenues1							14
Elimination of intersegment revenues							(69)
Total operating revenues							$	2,341

Less2:
Cost of services (excluding Depreciation, amortization and accretion reported below)	387		39		198
Cost of equipment and products	387		—		—
Selling, general and administrative	643		18		166
Expenses related to strategic alternatives review (included in Selling, general and administrative)	(21)		(1)		—
Other segment items	—		—		(7)
Segment Adjusted EBITDA (Non-GAAP)	$	355	$	67	$	165	$	587

Reconciliation of Segment Adjusted EBITDA to Income before income taxes:
All Other income (loss) before income taxes1							(57)
Depreciation, amortization and accretion							(470)
Expenses related to strategic alternatives review (included in Selling, general and administrative)							(22)

Loss on asset disposals, net							(12)
Gain on sale of business and other exit costs, net							8
Gain on license sales and exchanges, net							5
Equity earnings of unconsolidated entities							78
Interest and dividend income							6
Interest expense							(82)
Income before income taxes							$	42


Other segment disclosures
Six Months Ended June 30, 2025	Array Wireless		Array Towers		TDS Telecom		Segment Total		All Other1		TDS Consolidated Total
Depreciation, amortization and accretion	$	(302)	$	(23)	$	(145)	$	(470)	$	(2)	$	(472)

Loss on asset disposals, net	(3)		(1)		(8)		(12)		—		(12)
Gain on sale of business and other exit costs, net	—		—		8		8		1		9
Gain on license sales and exchanges, net	5		—		—		5		—		5



Capital expenditures	$	127	$	5	$	149	$	281	$	1	$	282

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Six Months Ended June 30, 2024	Array Wireless		Array Towers		TDS Telecom		Total
(Dollars in millions)
Revenues from external customers	$	1,826	$	51	$	532	$	2,409
Intersegment revenues	—		65		2		67
	1,826		116		534		2,476
Reconciliation of revenue:
All Other revenues1							91
Elimination of intersegment revenues							(67)
Total operating revenues							$	2,500

Less2:
Cost of services (excluding Depreciation, amortization and accretion reported below)	390		37		196
Cost of equipment and products	427		—		—
Selling, general and administrative	637		16		155
Expenses related to strategic alternatives review (included in Selling, general and administrative)	(20)		(1)		—
Other segment items	—		—		(4)
Segment Adjusted EBITDA (Non-GAAP)	$	392	$	64	$	187	$	643

Reconciliation of Segment Adjusted EBITDA to Income before income taxes:
All Other income (loss) before income taxes1							(64)
Depreciation, amortization and accretion							(460)
Expenses related to strategic alternatives review (included in Selling, general and administrative)							(21)

Loss on asset disposals, net							(17)

Loss on license sales and exchanges, net							(7)
Equity earnings of unconsolidated entities							80
Interest and dividend income							6
Interest expense							(88)
Income before income taxes							$	71


Other segment disclosures
Six Months Ended June 30, 2024	Array Wireless		Array Towers		TDS Telecom		Segment Total		All Other1		TDS Consolidated Total
Depreciation, amortization and accretion	$	(308)	$	(21)	$	(131)	$	(460)	$	(7)	$	(467)

Gain (loss) on asset disposals, net	(10)		(1)		(6)		(17)		1		(16)

Loss on license sales and exchanges, net	(7)		—		—		(7)		—		(7)



Capital expenditures	$	286	$	9	$	164	$	459	$	5	$	464

Numbers may not foot due to rounding.

1"All Other" represents TDS' non-reportable other business activities that do not meet the quantitative thresholds for being a reportable segment.

2The significant segment expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker. Intersegment expenses are included within the amounts shown.

3This item is not included in the evaluation of operating performance of the Wireless and Towers segments, and therefore is reported for "~~UScellular~~Array".

4Assets are not provided at the individual segment level for Wireless and Towers, and therefore are reported for "~~UScellular~~Array". The ~~UScellular~~Array segments operate under a common capital structure, and management has historically considered its assets collectively as part of a combined wireless network.

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Note 12 Subsequent Events

The following events occurred subsequent to June 30, 2025 and are not reflected in the financial results, statements, or footnotes (unless otherwise explicitly stated) for the three and six months ended June 30, 2025.

▪On July 11, 2025, TDS Telecom entered into an agreement with a third-party to sell incumbent markets in Oklahoma for a purchase price of $43 million. The transaction is expected to close in 2025, subject to customary regulatory approvals and closing conditions.

▪On July 14, 2025, Array completed the acquisition of King Street Wireless, Inc. and Sunshine Spectrum, Inc. for a total purchase price of $17 million, of which $10 million was paid in prior periods and $7 million was paid at time of closing. Following the acquisitions, King Street Wireless, King Street Wireless, Inc., Advantage Spectrum and Sunshine Spectrum, Inc., are no longer classified as variable interest entities (VIEs). The acquisitions result in the expected realization of certain deferred tax assets, and therefore TDS expects to record a reduction to valuation allowance on deferred tax assets and associated discrete income tax benefit of approximately $50 million during the three months ending September 30, 2025.

▪On July 31, 2025, Array terminated the receivables securitization agreement. In addition, the USCC Master Note Trust, a special purpose entity used to facilitate securitized borrowings using equipment installment plan receivables, was dissolved and, therefore, the entity will no longer be classified as a VIE.

▪On August 1, 2025, the sale of the wireless operations to T-Mobile closed and Array received cash proceeds of $2,629 million. TDS expects a cash income tax liability on the T-Mobile transaction of between $125 million and $175 million. The transaction included a debt exchange offer whereby debt issued by Array could be exchanged for debt issued by T-Mobile, which reduced the cash portion of the purchase price. The cash portion of the purchase price was also reduced by unearned contingent consideration of $89 million as well as other purchase price adjustments outlined in the Securities Purchase Agreement. The final cash proceeds are subject to adjustment according to the terms and conditions of the Securities Purchase Agreement. Array expects to record exit and disposal costs and recognize a loss on the transaction that will be based on the carrying value of net assets sold as of the close date. As of June 30, 2025, the carrying value of the net assets sold to T-Mobile was approximately $2,400 million.

▪The debt exchange offering period concluded on August 1, 2025 and resulted in the exchange of $1,680 million of long-term debt comprised of the following Array notes: $489 million of 6.7% Senior Notes, $394 million of 6.25% Senior Notes, $402 million of 5.5% March 2070 Senior Notes and $395 million of 5.5% June 2070 Senior Notes. As a result, on August 1, 2025, after the debt exchange, Array retained $364 million of senior notes, consisting of $55 million 6.7% Senior Notes, $106 million 6.25% Senior Notes, $98 million 5.5% March 2070 Senior Notes, and $105 million 5.5% June 2070 Senior Notes. The unamortized discount and debt issuance costs related to the exchanged debt was $48 million and will be recorded as interest expense during the three months ending September 30, 2025.

▪On August 1, 2025, Array and T-Mobile entered into a Master License Agreement (MLA), pursuant to which, among other things, T-Mobile has agreed to license from Array, for a minimum of 15 years, space on a minimum of 2,015 existing or to-be-constructed towers owned by Array. The MLA also provided that T-Mobile extend the license term for approximately 600 towers owned by Array for a new 15-year term commencing on August 1, 2025. In addition, the MLA provides terms and conditions for T-Mobile, at its option, to revert certain equipment back to Array and would make Array responsible for any decommissioning, remediation, restoration, or disposal costs of such assets.

▪The closing of the T-Mobile transaction triggered the recognition of certain cash and non-cash obligations. Such obligations include contingent advisory fees, employee compensation and severance, employee stock award costs, debt extinguishment, income tax expense, administrative costs, restructuring expenses and other wind down costs. In future periods, Array also may incur significant decommissioning costs for certain towers and equipment, and such decommissioning costs may also include remaining obligations under related ground leases. These costs may have a significant impact on Array's financial statements in future periods.

▪On August 1, 2025, the Array Board of Directors declared a special dividend per Common and Series A outstanding share of $23.00 for shareholders of record on August 11, 2025, which will be payable on August 19, 2025. TDS, which owns 82.5% of the equity of Array as of June 30, 2025, will receive its pro-rata share of the special dividend.

▪On August 1, 2025, certain wireless service companies in Iowa that are not consolidated into the Array financial statements but are accounted for as equity method investments sold specific wireless assets and wireless customers to T-Mobile under separate asset purchase agreements. Array expects to receive a distribution from these transactions in August 2025.

▪On August 1, 2025, TDS terminated the commitment for the $75 million unused borrowing capacity under its unsecured term loan agreements.

▪On August 4, 2025, Array repaid the entire outstanding borrowings under all of its term loan agreements and export credit financing agreement of $863 million. Array expects to draw $325 million from its term loan agreement in August 2025.

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Telephone and Data Systems, Inc.

Additional Required Information

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

TDS maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) that are designed to ensure that information required to be disclosed in its reports filed or submitted under the Exchange Act is processed, recorded, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to TDS’ management, including its principal executive officer and principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

As required by SEC Rules 13a-15(b), TDS carried out an evaluation, under the supervision and with the participation of management, including its principal executive officer and principal financial officer, of the effectiveness of the design and operation of TDS’ disclosure controls and procedures as of the end of the period covered by this Quarterly Report. Based on this evaluation, TDS’ principal executive officer and principal financial officer concluded that TDS' disclosure controls and procedures were effective as of ~~March~~June 3130, 2025, at the reasonable assurance level.

Changes in Internal Control Over Financial Reporting

There have been no changes in internal controls over financial reporting that have occurred during the three months ended ~~March~~June 3130, 2025, that have materially affected, or are reasonably likely to materially affect, TDS’ internal control over financial reporting.

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Legal Proceedings

In April 2018, the United States Department of Justice (DOJ) notified TDS that it was conducting inquiries of ~~UScellular~~Array and TDS under the federal False Claims Act relating to ~~UScellular~~Array’s participation in wireless spectrum license auctions 58, 66, 73 and 97 conducted by the FCC. ~~UScellular~~Array is or was a limited partner in several limited partnerships which qualified for the 25% bid credit in each auction. The investigation arose from two civil actions under the Federal False Claims Act brought by private parties in the U.S. District Court for the Western District of Oklahoma. In November and December 2019, following the DOJ’s investigation, the DOJ informed TDS and ~~UScellular~~Array that it would not intervene in the above-referenced actions. Subsequently, the private party plaintiffs decided to continue the actions on their own. In July 2020, these actions were transferred to the U.S. District Court for the District of Columbia. In March 2023, the District Court for the District of Columbia granted ~~UScellular~~Array’s motions to dismiss both actions. The private party plaintiffs appealed the district court’s orders granting the motions to dismiss. On February 11, 2025, the U.S. Court of Appeals for the D.C. Circuit affirmed the dismissal of one matter. In that matter, the private party plaintiffs petitioned the D.C. Circuit to rehear the appeal, but on April 8, 2025, the appellate court denied the petitions. The private party plaintiffs asked the Supreme Court of the United States for an extension of time to file a petition for a writ of certiorari, which the Court granted by extending the time for filing the petition until September 5, 2025. The second matter remains pending before the appellate court. TDS and ~~UScellular~~Array believe that ~~UScellular~~Array’s arrangements with the limited partnerships and the limited partnerships’ participation in the FCC auctions complied with applicable law and FCC rules. At this time, TDS cannot predict the outcome of the matter remaining before the appellate court.

On May 2, 2023, a putative stockholder class action was filed against TDS and ~~UScellular~~Array and certain current and former officers and directors in the United States District Court for the Northern District of Illinois. An Amended Complaint was filed on September 1, 2023, which names TDS, ~~UScellular~~Array, and certain current ~~UScellular~~Array officers and directors as defendants, and alleges that certain public statements made between May 6, 2022 and November 3, 2022 (the potential class period) regarding, among other things, ~~UScellular~~Array’s business strategies to address subscriber demand, violated Section 10(b) and 20(a) of the Securities Exchange Act of 1934. The plaintiff seeks to represent a class of stockholders who purchased TDS equity securities during the potential class period and demands unspecified money damages. On November 1, 2024, the court issued a Memorandum Opinion and Order granting in part and denying in part the defendants' motion to dismiss the lawsuit. On February 28, 2025, the parties reached a settlement in principle,. ~~which~~On ~~they~~April ~~are~~25, in2025, the ~~process~~plaintiff filed a motion for preliminary approval of ~~finalizing~~the settlement. A final approval hearing date is set for September 2025.

On June 18, 2024, a stockholder derivative lawsuit was filed in the Circuit Court of Cook County, Illinois, Chancery Division against ~~UScellular~~Array, certain TDS and ~~UScellular~~Array directors and officers, and nominal defendant TDS. The derivative lawsuit ~~takes~~took issue with the same public statements made between May 6, 2022 and November 3, 2022, alleging that the fact that the statements were made was a breach of fiduciary duty on the part of the officer and director defendants, and ~~bringing~~brought claims for indemnification and contribution against the officer and director defendants and ~~UScellular~~Array. In addition to indemnification and contribution, the plaintiff ~~seeks~~sought money damages and the implementation of certain governance proposals. On May 20, 2025, the parties filed an agreed order dismissing the case with prejudice as to the named plaintiff and otherwise without prejudice, and the order was granted by the court on May 22, 2025.

On January 31, 2025, a second stockholder derivative lawsuit was filed in the Circuit Court of Cook County, Illinois, Chancery Division against certain TDS and ~~UScellular~~Array directors and officers, and nominal defendant TDS. The derivative lawsuit makes similar claims as in the derivative lawsuit filed in 2024, and seeks similar relief. On April 1, 2025, the parties in both Cook County derivative suits jointly filed a motion seeking to consolidate the two lawsuits. The court denied the motion ~~remains~~for ~~pending~~consolidation ~~before~~on May 6, 2025. On July 21, 2025, a motion to intervene in the ~~court~~lawsuit was filed by the stockholder plaintiff who filed a stockholder derivative lawsuit in the United States District Court for the Northern District of Illinois and subsequently dismissed that lawsuit. The defendants filed a motion to dismiss the lawsuit on July 23, 2025.

On March 4, 2025, a third stockholder derivative lawsuit was filed in the United States District Court for the Northern District of Illinois against certain TDS and ~~UScellular~~Array directors and officers, and nominal defendant TDS. The derivative lawsuit ~~makes~~made similar claims as those in the Cook County derivative lawsuits, and in addition ~~alleges~~alleged claims against the director and officer defendants for violations of Section 10(b) of the Securities Exchange Act of 1934, and ~~seeks~~sought similar relief to the Cook County derivative lawsuits. On June 4, 2025, the plaintiff filed a notice of voluntary dismissal of the lawsuit without prejudice and on June 6, 2025, the court dismissed the case without prejudice.

TDS is unable at this time to determine whether the outcome of these actions would have a material impact on its results of operations, financial condition, or cash flows. TDS intends to contest plaintiffs’' claims vigorously on the merits.

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Unregistered Sales of Equity Securities and Use of Proceeds

On August 2, 2013, the Board of Directors of TDS authorized, and TDS announced by Form 8-K, a $250 million stock repurchase program for TDS Common Shares. Depending on market conditions, such shares may be repurchased in compliance with Rule 10b-18 of the Exchange Act, pursuant to Rule 10b5-1 under the Exchange Act, or pursuant to accelerated share repurchase arrangements, prepaid share repurchases, private transactions or as otherwise authorized. This authorization does not have an expiration date. TDS did not determine to terminate the foregoing Common Share repurchase program, or cease making further purchases thereunder, during the ~~first~~second quarter of 2025.

The maximum dollar value of shares that may yet be purchased under this program was $132 million as of ~~March~~June 3130, 2025. There were no purchases made by or on behalf of TDS, or any open market purchases made by any "affiliated purchaser" (as defined by the SEC) of TDS, of TDS Common Shares during the quarter covered by this Form 10-Q.

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Other Information

Rule 10b5-1 Trading Arrangements

During the three months ended ~~March~~June 3130, 2025, none of TDS’ directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) has adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5–1 trading arrangement (each as defined in Item 408 of Regulation S-K under the 1934 Act).

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Exhibits

Exhibit Number			Description of Documents
Exhibit 2.1*			Letter Agreement, dated March 25, 2025, related to the Securities Purchase Agreement, dated as of May 24, 2024, among Telephone and Data Systems, Inc., United States Cellular Corporation, USCC Wireless Holdings, LLC and T-Mobile US, Inc.
Exhibit 4.1			Twelfth Supplemental Indenture, dated as of June 17, 2025, between the Registrant and The Bank of New York Mellon Trust Company, N.A., related to the Registrant’s 6.700% Senior Notes due 2033, is hereby incorporated by reference from Exhibit 4.1 to Array's Current Report on Form 8-K dated June 17, 2025.
Exhibit 3.1			TDS Amended and Restated Bylaws, as amended on March 13, 2025, are hereby incorporated by reference to Exhibit 3.1 to TDS' Current Report on Form 8-K dated March 14, 2025.
Exhibit 4.2			Thirteenth Supplemental Indenture, dated as of June 17, 2025, between the Registrant and The Bank of New York Mellon Trust Company, N.A., related to the Registrant’s 6.250% Senior Notes due 2069, is hereby incorporated by reference from Exhibit 4.2 to Array's Current Report on Form 8-K dated June 17, 2025.
Exhibit 4.1			Second Amendment to Senior Secured Credit Agreement, among TDS, Wells Fargo Bank National Association, as administrative agent, and the other lenders thereto, dated as of April 17, 2025.
Exhibit 4.3			Fourteenth Supplemental Indenture, dated as of June 17, 2025, between the Registrant and The Bank of New York Mellon Trust Company, N.A., related to the Registrant’s 5.500% Senior Notes due 2070 (March), is hereby incorporated by reference from Exhibit 4.3 to Array's Current Report on Form 8-K dated June 17, 2025.
Exhibit 4.2			Third Amendment to First Amended and Restated Credit Agreement, among TDS, Wells Fargo Bank, National Association, as administrative agent, and the other lenders thereto, dated as of April 17, 2025.
Exhibit 4.4			Fifteenth Supplemental Indenture, dated as of June 17, 2025, between the Registrant and The Bank of New York Mellon Trust Company, N.A., related to the Registrant’s 5.500% Senior Notes due 2070 (June), is hereby incorporated by reference from Exhibit 4.4 to Array's Current Report on Form 8-K dated June 17, 2025.
Exhibit 4.3			Third Amendment to Senior Term Loan Credit Agreement, among UScellular, Toronto Dominion (Texas) LLC, as administrative agent, and the other lenders thereto, dated as of April 17, 2025, is hereby incorporated by reference to Exhibit 4.1 to UScellular's Quarterly Report on Form 10-Q for the period ended March 31, 2025.
Exhibit 4.5			Third Amendment to Credit Agreement, between TDS as Borrower and Export Development Canada as Lender, dated as of June 20, 2025.
Exhibit 4.4			Fourth Amendment to First Amended and Restated Credit Agreement, among UScellular, Toronto Dominion (Texas) LLC, as administrative agent, and the other lenders thereto, dated as of April 17, 2025, is hereby incorporated by reference to Exhibit 4.2 to UScellular's Quarterly Report on Form 10-Q for the period ended March 31, 2025.
Exhibit 4.6			Fourth Amended and Restated Credit Agreement among the Registrant, CoBank, ACB, as Administrative Agent, and the other lenders party thereto, dated June 25, 2025, is hereby incorporated by reference Exhibit 4.1 to Array's Current Report on Form 8-K dated June 25, 2025.
Exhibit 10.1			Form of ~~UScellular~~TDS 2022 Long-Term Incentive Plan 2025 Performance Share Award Agreement ~~is hereby incorporated by reference to Exhibit 10~~.~~1 to UScellular's Quarterly Report on Form 10-Q for the period ended March 31, 2025.~~
Exhibit 10.2			Form of ~~UScellular~~TDS 2022 Long-Term Incentive Plan 2025 Restricted Stock Unit Award Agreement ~~is hereby incorporated by reference to Exhibit 10~~.~~2 to UScellular's Quarterly Report on Form 10-Q for the period ended March 31, 2025.~~
Exhibit 10.3			Transition Agreement between TDS ~~2025~~Telecom ~~Executive~~Service ~~Officer~~LLC ~~Bonus~~and ~~Program~~James Butman, is hereby incorporated by reference tofrom Exhibit 10.1 to TDS' Current Report on Form 8-K dated ~~March~~July 143, 2025.
Exhibit 10.4			Amendment Number Four to the Telephone and Data Systems, Inc. Supplemental Executive Retirement Plan.
Exhibit 10.4*			Master License Agreement, dated as of August 1, 2025, between ADI Leasing Company, LLC and T-Mobile USA, Inc., is hereby incorporated by reference from Exhibit 10.1 to TDS' Current Report on Form 8-K dated July 31, 2025.
Exhibit 31.1			Principal executive officer certification pursuant to Rule 13a-14 of the Securities Exchange Act of 1934.
Exhibit 31.2			Principal financial officer certification pursuant to Rule 13a-14 of the Securities Exchange Act of 1934.
Exhibit 32.1			Principal executive officer certification pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code.
Exhibit 32.2			Principal financial officer certification pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code.
Exhibit 101.INS			XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
Exhibit 101.SCH			Inline XBRL Taxonomy Extension Schema Document
Exhibit 101.PRE			Inline XBRL Taxonomy Presentation Linkbase Document
Exhibit 101.CAL			Inline XBRL Taxonomy Calculation Linkbase Document
Exhibit 101.LAB			Inline XBRL Taxonomy Label Linkbase Document
Exhibit 101.DEF			Inline XBRL Taxonomy Extension Definition Linkbase Document
Exhibit 104			Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the inline document.

*~~Pursuant~~Portions of this Exhibit have been omitted pursuant to Item 601(b)~~(2)~~ of Regulation S-K, ~~certain~~promulgated ~~portions~~under ~~of this letter have been omitted and will be provided to~~ the ~~Securities and~~ Exchange ~~Commission upon request~~Act.

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Form 10-Q Cross Reference Index

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