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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)


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

For the fiscal year ended December 31, ~~2024~~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

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes

☒

☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes

☐

☒

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 has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

☐

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

Yes

☐

☒

As of June 2830, ~~2024~~2025, the aggregate market values of the registrant’s Common Shares and Series A Common Shares held by non-affiliates were approximately $24 billion and less than $1 million, respectively. For purposes hereof, Telephone and Data Systems, Inc. (TDS) has assumed that each director and executive officer is an affiliate, and no party who has filed a Schedule 13G is an affiliate. The June 2830, ~~2024~~2025 closing price of the Common Shares was $2035.7358 as reported by the New York Stock Exchange. Because trading in the Series A Common Shares is infrequent, the registrant has assumed for purposes hereof that each Series A Common Share has a market value equal to one Common Share because the Series A Common Shares are convertible on a share-for-share basis into Common Shares.

The number of shares outstanding of each of the registrant’s classes of common stock, as of January 31, ~~2025~~2026, is ~~107~~106.2 million Common Shares, $.01 par value, and 7.5 million Series A Common Shares, $.01 par value.

DOCUMENTS INCORPORATED BY REFERENCE

Those sections or portions of the registrant’s Notice of Annual Meeting of Shareholders and Proxy Statement (Proxy Statement) to be filed prior to April 30, ~~2025~~2026, for the ~~2025~~2026 Annual Meeting of Shareholders scheduled to be held May 2221, ~~2025~~2026, are herein incorporated by reference into Parts II and III of this report.

TABLE OF CONTENTS

Part I

Page No.

Item 1.

Business

Item 1A.

Risk Factors

Item 1B.

Unresolved Staff Comments

2317

Item 1C.

Cybersecurity

2317

Item 2.

Properties

2418

Item 3.

Legal Proceedings

2418

Item 4.

Mine Safety Disclosures

2418

Part II

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

2519

Item 6.

[Reserved]

2620

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

2721

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

6856

Item 8.

Financial Statements and Supplementary Data

6957

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

~~118~~109

Item 9A.

Controls and Procedures

~~119~~110

Item 9B.

Other Information

~~119~~110

Item 9C.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

~~119~~110

Part III

Item 10.

Directors, Executive Officers and Corporate Governance

~~120~~111

Item 11.

Executive Compensation

~~120~~111

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

~~120~~111

Item 13.

Certain Relationships and Related Transactions, and Director Independence

~~120~~111

Item 14.

Principal Accountant Fees and Services

~~120~~111

Part IV

Item 15.

Exhibits and Financial Statement Schedules

~~121~~112

Item 16.

Form 10-K Summary

~~129~~119

Signatures

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PART I

Item 1. Business

Telephone and Data Systems, Inc. (TDS) provides high-quality communications services to customers ~~with~~through ~~4.4~~its ~~million~~wholly-owned ~~retail~~subsidiary ~~wireless~~TDS ~~connections~~Telecommunications ~~and~~LLC (TDS Telecom) with 1.1 million broadband, video, voice and ~~voice~~wireless connections at December 31, ~~2024~~2025. TDS ~~conducts~~leases tower space to tenants and provides ancillary services, holds noncontrolling interests in primarily wireless ~~operations~~operating companies and holds certain wireless spectrum licenses through its majority-owned subsidiary, ~~United~~Array ~~States~~Digital ~~Cellular~~Infrastructure, ~~Corporation~~Inc. (~~UScellular~~Array). As of December 31, ~~2024~~2025, TDS owned 8382.0% of the combined total of the outstanding Common Shares and Series A Common Shares of ~~UScellular~~Array and controlled 9695.9% of the combined voting power of both classes of ~~UScellular~~Array common stock. TDS ~~provides broadband, video, voice and wireless services through its wholly-owned subsidiary TDS Telecommunications LLC (TDS Telecom). TDS~~ Common Shares trade under the ticker symbol “TDS” on the New York Stock Exchange (NYSE). ~~UScellular~~Array Common Shares trade on the NYSE under the ticker symbol “~~USM~~AD.”

Under listing standards of the NYSE, TDS is a “controlled company” as such term is defined by the NYSE. TDS is a controlled company because over 50% of the voting power for the election of a majority of the directors of TDS is held by the trustees of the TDS Voting Trust.

~~During~~On ~~the~~August ~~second quarter of 2024~~1, ~~TDS and UScellular modified their reporting structure due to the planned disposal of the UScellular wireless operations and~~2025, asUnited aStates ~~result,~~Cellular ~~disaggregated~~Corporation ~~the~~changed UScellular operations into two reportable segments – Wireless and Towers. TDS has three reportable segments: UScellular Wireless, UScellular Towers and TDS Telecom. TDS operations also include the operations of its ~~wholly-owned~~name ~~subsidiary Suttle-Straus, Inc. (Suttle-Straus). TDS' wholly-owned hosted and managed services (HMS) subsidiary, which operated under the OneNeck IT Solutions brand was sold~~ to aArray ~~third-party~~Digital ~~on September 3~~Infrastructure, ~~2024~~Inc. ~~See Note 7 — Divestitures in the Notes to Consolidated Financial Statements for additional information~~. ~~HMS'~~Array ~~and~~is ~~Suttle-Straus’~~used ~~financial~~throughout ~~results~~this ~~were~~report ~~not~~even ~~significant~~when toreferring ~~TDS’ operations. All of TDS' segments operate entirely in the United States. See Note 20 — Business Segment Information in the Notes~~ to ~~Consolidated~~historical ~~Financial Statements for additional information about TDS' segments~~periods.

~~The~~TDS ~~map~~has ~~below~~two ~~highlights~~reportable segments: TDS’ ~~consolidated~~Telecom ~~areas~~and Array. TDS operations also include the operations of its wholly-owned subsidiary Suttle-Straus, Inc. (Suttle-Straus). Suttle-Straus’ financial results were not significant to TDS’ operations:. All of TDS' segments operate entirely in the United States. See Note 20 — Business Segment Information in the Notes to Consolidated Financial Statements for additional information about TDS' segments.

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UScellular OPERATIONS

General

UScellular provides wireless telecommunications services to customers with 4.4 million retail connections in portions of 21 states collectively representing a total population of 33 million. UScellular operates in two reportable segments – Wireless and Towers. All of its wireless operating markets are in the United States.

Operating Strategy, Recent Developments and Community Focus

UScellular’s strategy is to attract and retain customers by providing a high-quality network, outstanding customer service and competitive devices, plans and pricing - all provided with a community focus.

UScellular operates a regional wireless network. UScellular’s interests in wireless spectrum licenses include both direct interests whereby UScellular is the licensee and investment interests in entities which are licensees; together, these direct and investment interests involve operating and non-operating wireless spectrum licenses covering portions of 30 states and a total population of approximately 51 million as of December 31, 2024.

UScellular owns and operates towers which support UScellular's wireless network. UScellular also leases space on its owned towers to other wireless service providers. As of December 31, 2024, UScellular owned 4,409 towers with 2,444 third-party colocations.

On August 4, 2023, TDS and UScellular announced that the Boards of Directors of both companies decided to initiate a process to explore a range of strategic alternatives for UScellular. On May 28, 2024, UScellular announced that its Board of Directors unanimously approved the execution of a Securities Purchase Agreement (Securities Purchase Agreement) by and among TDS, UScellular, T-Mobile US, Inc. (T-Mobile) and USCC Wireless Holdings, LLC, pursuant to which, among other things, UScellular 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 metrics. 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, among other things, a Short-Term Spectrum Manager Lease Agreement and Short-Term Spectrum Manager Sublease Agreements that will become effective at the closing date, which provide T-Mobile with an exclusive license to use certain UScellular 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 business to T-Mobile is expected to close in mid-2025, subject to the receipt of regulatory approvals and the satisfaction of customary closing conditions.

On October 17, 2024, UScellular, and certain subsidiaries of UScellular, 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 December 31, 2024, the book value of the wireless spectrum licenses to be sold was $586 million. The transaction is 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.

On 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 December 31, 2024, the 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.

The strategic alternatives review process is ongoing as UScellular works toward closing the transactions signed during 2024, including the T-Mobile, Verizon and AT&T transactions 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.

As part of its business development strategy, UScellular may periodically be engaged in negotiations relating to strategic partnerships and/or the acquisition, exchange or disposition of companies, strategic properties, spectrum licenses and/or investment interests.

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UScellular has a longstanding commitment to supporting its local communities through donations and volunteerism. UScellular focuses its Corporate Social Responsibility program on addressing gaps in STEM (Science, Technology, Engineering and Math) education and connecting tomorrow’s innovators with the resources they need today to help shape their future opportunities. UScellular serves its local communities through exclusive partnerships with acclaimed national nonprofit partners. In 2024, UScellular continued exploring ways to leverage its assets, brand, partnerships, and resources to close the digital divide with a focus on helping to ensure youth in its markets have reliable and fast internet access in school and at home through the After School Access Project. In addition, UScellular continues to participate in the TDS Environmental, Social and Governance (ESG) program. UScellular believes in serving as a good steward of the environment and enacting governance practices that align with its corporate values and commitment to its customers, associates, communities and shareholders.

Customers, Services, Products and Seasonality

Customers. UScellular focuses on consumer, business and government customers located in its operating markets. These customers are served primarily through UScellular’s retail stores and digital platform, as well as its direct and indirect sales channels.

Services. UScellular provides a wide variety of wireless services accessible on a broad range of devices. Customers can obtain wireless services on a postpaid or prepaid basis. A single account may include monthly wireless services for a variety of handsets, connected devices and IoT Solutions. A postpaid connection represents an individual line of service for a device for which a customer is generally billed one month in advance for a monthly access charge in return for access to and usage of network services. UScellular’s prepaid service enables individuals to obtain services without credit verification by paying for all services in advance. Approximately 90% of retail connections were postpaid connections as of December 31, 2024.

UScellular offers various service plans with nationwide coverage tailored to the needs of customers. Depending on those needs, service plans may include features related to, among other items: unlimited or metered voice and data; high-definition video features; the ability to use a device as a Wi-Fi hotspot; international voice, text, and data; and varying data rates depending on the plan and usage on that plan. Service offerings vary from time to time based on customer needs, technology changes and market conditions - and may be provided as standard plans or as part of limited time promotional offers.

UScellular offers home and business internet throughout the footprint via fixed wireless access. Options include an in-home self-installed device and a self-installation device mounted on the external side of a window.

UScellular offers advanced wireless solutions to consumers and business and government customers including an expansive suite of connected Internet of things (IoT) solutions and software applications across the categories of monitor and control (e.g., sensors and cameras), business automation/operations (e.g., e-forms, office solutions), communication (e.g., enterprise messaging, unified communications, primary and back-up internet connectivity for business continuity), fleet/asset/video management solutions, security solutions, private cellular networks (PCN) and custom and bespoke end-to-end IoT solutions et al. The business organization also offers an extensive selection of professional and managed services including staff augmentation, IPX services, and SIM management. Lastly, for first responders, UScellular offers a suite of critical connectivity solutions that includes Wireless Priority Services (WPS) and Quality Priority and Preemption (QPP) options.

Products. UScellular offers a comprehensive range of devices such as smartphones and other handsets, tablets, wearables, mobile hotspots, fixed wireless home internet, and IoT devices. In addition, UScellular also offers a wide range of accessories, including wireless essentials such as cases, screen protectors, cables, chargers, memory cards and consumer electronics such as Bluetooth audio, wi-fi enabled cameras, and networking products. UScellular allows customers to purchase certain devices and accessories on installment plans, allowing for customers to pay over a specified period of time.

UScellular also offers services that enable customers to replace or repair their devices, including the Device Protection+ program, which provides as soon as next-day delivery of a replacement device for damaged, lost and stolen devices, and AppleCare services for Apple iOS customers. UScellular's Device Protection+ Advanced program also includes local or on-demand repair for eligible devices. In addition, UScellular offers a Trade-In program through which UScellular acquires customers' used equipment in exchange for promotional or bill credit.

UScellular purchases devices and accessory products from a number of original equipment manufacturers and distributors. UScellular manages relationships with its suppliers to ensure its customers have access to the industry's latest devices, to obtain best possible pricing, and to identify opportunities for promotional support from its suppliers. UScellular contracts with third-party providers for its product warehousing, distribution and direct customer fulfillment activities. UScellular also contracts with third-party providers for its device service programs.

Seasonality. Seasonality in operating expenses may cause operating income to vary from quarter to quarter. UScellular’s operating expenses tend to be higher in the fourth quarter due to increased marketing and promotional activities during the holiday season.

Sales and Distribution Channels

UScellular supports a multi-faceted distribution program, including retail sales, direct sales, telesales, ecommerce, and indirect sales including resellers, independent agents and a third-party national retailer.

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Company retail store locations are designed to market wireless services and products to the consumer and small business segments in a setting familiar to these types of customers. Direct sales representatives and the indirect channel sell traditional wireless services as well as IoT and other specialized products and solutions to medium and large-sized businesses and governmental entities. Additionally, the telesales and ecommerce channels enable customers to purchase services and devices via phone and online, respectively.

UScellular has relationships with exclusive and non-exclusive agents (collectively “agents”), which are independent businesses that obtain and service customers for UScellular on a commission basis. UScellular’s agents are generally in the business of selling wireless devices, wireless service plans and other related products to consumer and business and government customers. UScellular provides support and training to its agents to increase customer satisfaction and to ensure a consistent customer experience.

UScellular also maintains a relationship with a large national retailer, selling postpaid and prepaid devices and similar to the agents, this national retailer obtains and services UScellular postpaid and prepaid customers on a commission basis.

Competition

The wireless telecommunication industry is highly competitive. UScellular competes directly with several wireless service providers in each of its markets. In general, there are at least four competitors across UScellular's service area, including to a varying degree: the national wireless companies - Verizon Communications Inc., AT&T Inc., T-Mobile US, Inc., and Dish Network Corporation, cable wireless, which predominantly includes Comcast Corporation and Charter Communications, Inc., and mobile virtual network operators (MVNOs). In addition, UScellular competes with other companies that use alternative communication technology and services to provide similar services and products.

Since each of these competitors has access to comparable technology and facilities, competition among wireless service providers for customers is principally on the basis of types of services and products offered, price, brand, network quality, network speed and responsiveness of customer service. Types of services and products include non–wireless related services such as content offerings that are bundled with wireless services.

Network

Network Technology. Wireless telecommunication systems transmit voice and data signals over networks of radio towers using radio spectrum licensed by the FCC. Access to local, regional, national and worldwide telecommunications networks is provided through system interconnections. A high-quality network, supported by continued investments in that network, is an important factor for UScellular to remain competitive.

5G technology helps address customers’ growing demand for data services and enhanced services, including high-speed fixed wireless home internet services, requiring high speed and reliability as well as low latency. UScellular supports mobility and fixed wireless services through a combination of low-band, mid-band and high-band spectrum. In 2019-2023, UScellular focused 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 has 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's mobility and fixed wireless services. As of December 31, 2024, mid-band spectrum is deployed on sites that covered nearly 50% of data and voice traffic.

UScellular also operates a 4G LTE network including VoLTE technology, which allows customers to utilize a 4G LTE enabled mobile device for voice and data services, including high-definition voice and simultaneous voice and data sessions.

UScellular decommissioned its third-generation (3G) CDMA network in the first quarter of 2024.

Roaming. Inter-carrier roaming agreements are negotiated between wireless operators to enable customers to use wireless services outside of their home service area. UScellular has entered into roaming agreements with a number of wireless companies so that it can offer its customers nationwide services, including 4G LTE, VoLTE and 5G, as well as a variety of international roaming options.

Towers. UScellular owns and leases cell towers to provide service to its customers throughout its footprint. UScellular receives tower rental revenues when another carrier leases tower space on a UScellular owned tower. As of December 31, 2024, there were 7,010 cell sites in service of which UScellular owned 4,409.

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TDS TELECOM OPERATIONS

General

TDS Telecom provides communications services to 1.1 million connections in 3130 states through its high-quality fiber, coaxial and copper networks. TDS Telecom operates in one reportable segment, and its operating markets are located in a mix of small to mid-sized urban, suburban and rural communities throughout the United States.

Operating Strategy and Community Focus

TDS Telecom invests in high-quality networks, services and products, with the constant focus on delivering outstanding customer service. Through its investments, TDS Telecom intends to improve its broadband services and extend its footprint. TDS Telecom ~~intends~~aims to augment that broadband growth by bundling with video, voice, wireless and other value-added services. TDS Telecom seeks to be the preferred broadband provider by offering fiber-rich networks, high-quality products and services, and a seamless customer experience.

A key strategic initiative for TDS Telecom is investing in fiber to provide broadband speeds of up to 8 Gigabits per second (Gbps). Fiber builds allow TDS Telecom to deliver more robust residential and commercial products in its markets that have historically utilized copper technologies and to target attractive, growing markets to increase its total footprint. In ~~2024~~2025, TDS Telecom continued to expand its footprint through fiber investments in Wisconsin and the Pacific Northwest. TDS Telecom may seek to grow its operations through additional investments in fiber and through the acquisition of and/or partnership with businesses that support and complement its existing markets or by creating entirely new clusters of markets in attractive locations. ~~To optimize its portfolio, TDS is exploring opportunities to divest certain markets.~~

TDS Telecom believes that being a good corporate citizen is fundamental to its long-term success. TDS Telecom is committed to growing with its communities and meeting the needs of customers through great products and services, sponsorships, fundraising, and volunteering. TDS Telecom serves its local communities by financially supporting local projects to serve those in need and by providing TDS Telecom associates with paid time off each year to volunteer. TDS Telecom believes serving its local communities through donations and volunteerism aligns with its corporate values and commitments to its customers, associates, and communities.

Technology

TDS Telecom continues to upgrade and enhance its networks by utilizing various technologies to improve levels of performance and provide additional speed and security to increase value for its customers. The TDS network consists of a highly reliable IP-based broadband network to facilitate the integration of broadband, video and voice services.

In order to provide IP-based services, TDS Telecom has developed and deployed an inter-regional data routing infrastructure using owned and leased fiber capacity which allows it to leverage its 400-gigabit core network. This configuration, along with the continued development of an IP network that interconnects substantially all the existing service territories, provides redundancy and allows for next generation IP service offerings.

TDS Telecom utilizes centralized monitoring and management of its core network to reduce costs and improve service reliability. TDS Telecom continues to standardize equipment and processes to increase efficiency in maintaining its network. Network standardization has aided TDS Telecom in operating its 24-hours-a-day/7-days-per-week Network Management Centers, which continuously monitor the network to proactively identify, minimize, and correct network faults prior to any customer impact.

TDS Telecom continues to invest in initiatives designed to enhance the customer experience. As part of a multi-year transformation program, TDS Telecom is executing IT modernization plans aimed at delivering improvement in customer interactions. These investments are expected to strengthen operational efficiency and drive long-term cost savings while supporting growth.

Customers, Services and Products

Residential. TDS Telecom residential customer operations provide high-speed broadband, video, voice and wireless services. These services are bundled at competitive prices to encourage cross-selling within the customer base and to attract and retain customers.

•Broadband: TDS Telecom offers reliable high-speed internet connections and whole-home Wi-Fi through fiber-rich networks. TDS Telecom offers fiber internet with speeds reaching up to 8 Gbps for residential and up to 10 Gbps for select business connections in enabled areas. In certain non-fiber markets, TDS Telecom has deployed fiber-to-the-node and copper-based vectoring/pair bonding technology to increase data speeds reaching up to 100 Mbps. DOCSIS 3.1 technology is utilized across nearly all cable markets and offers speeds of up to 1 Gbps. Whole-home Wi-Fi, security, and support services are available to enhance customers’ high-speed internet experience.

•Video: TDS Telecom provides advanced home TV entertainment combined with a digital video recording (DVR) service. TDS Telecom offers TDS TV+, an integrated cloud TV platform that combines linear and on-demand programming, mobile device interfaces, personalized recommendations, and network-based DVR. In certain markets, TDS Telecom partners with a satellite TV provider to offer digital television. TDS video connections are declining due to rising prices and the industry-wide trend toward cord-cutting.

•Voice: Call plans include local and long-distance telephone service, Voice over Internet Protocol (VoIP) and enhanced services like Find-Me/Follow-Me, collaboration, instant messaging and more. Many features are bundled with calling plans to give customers the best value. Voice offerings continue to be impacted by the industry-wide decline in access lines and TDS Telecom expects to continue to experience erosion in voice connections due to competition from alternative technologies.2

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•~~Wireless~~Voice: ~~TDS~~Call ~~introduced~~plans ~~MVNO~~include ~~plans~~local ~~offering~~and ~~wireless~~long-distance ~~services~~telephone toservice, ~~customers~~Voice inover ~~certain~~Internet ~~service~~Protocol ~~areas.~~(VoIP) ~~TDS’~~and ~~MVNO~~enhanced ~~offerings~~services ~~are~~like ~~reliant~~Find-Me/Follow-Me, oncollaboration, ~~third~~instant ~~parties~~messaging toand ~~deliver~~more. ~~wireless~~Many ~~service~~features are bundled with calling plans to ~~these~~give customers the best value. ~~TDS~~Voice ~~currently~~offerings ~~offers~~continue ~~By-~~to be impacted by the industry-~~Gig~~wide decline in access lines and ~~Unlimited~~TDS ~~data~~Telecom ~~plans.~~expects to continue to experience erosion in voice connections due to competition from alternative technologies.

•Wireless: TDS offers wireless services to customers through an MVNO. TDS’ MVNO offerings are reliant on third parties to deliver wireless service to these customers. TDS currently offers By-the-Gig and Unlimited data plans.

Commercial. TDS Telecom commercial customer operations provide secure and reliable broadband, IP-based services, and hosted voice and video collaboration services to small- and medium-sized businesses. TDS Telecom's commercial service focus is to lead with broadband bundled with a voice product and video solution.

Wholesale. TDS Telecom’s wholesale operations include carrying data and voice traffic on TDS Telecom's networks from other interexchange carriers. Federal Connect America Fund (CAF), including ACAM, E-ACAM, and state Universal Service Fund (USF) revenues, which support the cost of providing communication services in underserved high-cost areas, are also included in wholesale service revenues.

Marketing, Sales and Distribution Channels and Customer Service

Marketing. TDS Telecom’s marketing plan is focused on acquiring, retaining and growing customer relationships by maintaining a high-quality network, providing outstanding customer service, and offering a comprehensive portfolio of services and products built around customer needs with a local focus. TDS Telecom uses door-to-door selling, digital marketing, targeted mailings and mass advertising to market services and products. TDS Telecom differentiates itself from competitors using a hyper-localized and community-based sales and marketing effort to maximize broadband penetration.

Sales and Distribution Channels. TDS Telecom operates and uses sales contact centers, direct sales forces including third-party direct sales, retail stores, sales agents and an online platform to sell services and products.

Customer Service. TDS Telecom manages customer retention by focusing on outstanding customer service through ~~extensive~~ training of front-line sales and support associates.

Competition

TDS Telecom faces broadband, video, voice and wireless competition from wireline providers, cable providers, fiber overbuilders, VoIP providers, satellite providers, wireless providers and providers using other emerging technologies.

TDS Telecom continues to improve the efficiency of its cost structure to enhance its ability to compete with price-based initiatives from competitors. In addition to price, TDS Telecom competes based on a variety of factors including the reliability of its network, faster broadband speeds, the diversity and range of its product offerings and its focus on outstanding customer service.

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ARRAY OPERATIONS

General

Array connects America through digital infrastructure by leasing tower space to tenants and providing ancillary services. As of December 31, 2025, Array owns 4,450 towers in 19 states. Array also holds noncontrolling interests in primarily wireless operating companies and holds certain wireless spectrum licenses. As of December 31, 2025, Array is an 82.0%-owned subsidiary of TDS. Through July 31, 2025, Array provided wireless communication services; these operations and certain wireless spectrum licenses were disposed of on August 1, 2025, as discussed further below.

Operating Strategy and Recent Developments

Array is the fifth largest tower owner and operator of shared wireless communications infrastructure in the United States. With 4,450 cell towers, Array enables the deployment of 5G and other wireless technologies throughout the country. Array has a unique wireless carrier heritage and has owned and operated towers for over 40 years. This experience gives Array a robust understanding of the needs of its wireless customers and enables the delivery of exceptional service. Array has built a strong and focused organization that has been and will be relied upon as an efficient and cost-effective partner for colocation. Array’s strategy is to drive increased colocation on its portfolio of unique tower locations and support the delivery of connectivity to the communities in which it operates.

Array’s operations are characterized by:

•Array’s tenants lease space on Array's communications infrastructure, installing network equipment on Array tower structures. Revenues vary by tenant and are dependent on numerous factors, such as quantity of installed equipment, location of installed equipment on the tower structure and tower location, amongst others. Array has entered into long-term Master License Agreements (MLAs) with its largest customers, which ensures a defined lease term and defined lease escalators. Array generally experiences very limited tenant churn and high lease renewal rates driven by the high cost tenants incur to move sites as well as the potential lack of availability of suitable alternative tower structures. Array's largest tenants include T-Mobile, AT&T and Verizon.

•Array's towers are generally located on leased land, though approximately 18% of the portfolio is located on deeded land or land where there is a perpetual easement. Additionally, over 65% of towers on leased land have a lease expiration date ten years or more in the future. Array's towers generally sit within a fenced compound that contains the tower itself as well as space for tenant equipment including shelters and generators. The average height of an Array tower is 260 feet, with tower heights ranging from 60 to 600 feet. Array's portfolio consists of monopole, self-support (lattice), and guyed towers. In addition to the tower structure, guyed towers have guy-wires that extend down to guy anchors. Substantially all of Array's towers have adequate tower capacity and ground space to accommodate additional tenants.

•Demand for tower infrastructure continues to be high, driven primarily by continued growth in mobile data consumption. Array is in a unique position of having a lower tenancy rate than other tower operators due to the tower portfolio being part of the broader legacy wireless business prior to August 2025. This provides Array with ample remaining leasable vertical real estate in attractive rural, suburban and urban areas in the communities in which Array operates.

•Array's direct tower operations costs consist of ground rent, tower maintenance, utilities, property tax and property insurance. Ground rent is the largest of these operating costs and is generally governed by long-term ground lease agreements with periodic escalators.

•Array’s Selling, general and administrative expenses include employee related expenses, bad debts expense, consulting fees, and other general and administrative expenses. In 2025, Selling, general and administrative expenses also included significant costs associated with the wind down of the wireless operations that were not included in discontinued operations. These expenses are expected to persist at a declining rate into future periods.

Array’s strategy is focused on:

•T-Mobile MLA integration: Continued partnership with T-Mobile to implement the provisions of the long-term MLA. This includes the execution of the 2,015 committed site lease agreements (SLAs), caring for interim site terminations, and partnering to drive incremental tenancies above the MLA commitment.

•Growing colocation revenue: Array is focused on increasing the cash flow generated from its tower portfolio and is positioned to drive growth over the coming years. First, over one-third of Array's portfolio of towers has no competing structure within a two-mile radius. Second, Array's tenancy rate is lower than other tower companies, providing sufficient capacity for additional tenants and greater opportunity for lease up. Third, Array has a dedicated sales team supporting its carrier customers and has recently added dedicated team members to support its non-carrier customers and continue to grow those relationships. From an industry perspective, Array believes that continued growth in demand for wireless services, spectrum build-outs, efforts to bridge the digital divide and the emergence of next-generation technologies will drive the need for additional communications infrastructure.

•Ground lease optimization: Array seeks to increase its ground ownership position through continued ground lease purchases as well as proactively renewing ground leases well before lease expiration.

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•Evaluation of towers without tenants portfolio: At the conclusion of the T-Mobile integration, Array expects to have 800 – 1,800 towers without tenants. Ongoing analysis will inform Array's strategy for these towers, including assessing the leasability of each tower, ground rent rationalization and long-term alternatives. Array believes that on balance there is significant value in its towers without tenants portfolio that it will strive to unlock through a combination of activities, including increased leasing, ground rent rationalization, and if necessary, divesting, including potential decommissioning, for these locations.

On August 1, 2025, Array sold its wireless operations and select spectrum assets to T-Mobile US, Inc. (T-Mobile) under a Securities Purchase Agreement (Securities Purchase Agreement). Total consideration received was $4,293.8 million after adjustments which included a combination of $2,628.8 million in cash proceeds and $1,665.0 million in debt assumed by T-Mobile through the preliminary results of an exchange offer made to Array's debtholders, which subsequently closed on August 5, 2025. The final cash proceeds are subject to adjustment according to the terms and conditions of the Securities Purchase Agreement. At closing, a $16.7 million deferral of the purchase price was recorded related to certain spectrum licenses included in the transaction that did not transfer to T-Mobile and are subject to FCC approval. In addition, at closing, Array and T-Mobile entered into a Short-Term Spectrum Manager Lease Agreement and Short-Term Spectrum Manager Sublease Agreements which provide T-Mobile with an exclusive license to use certain Array spectrum assets and leases at no cost for up to one-year for the sole purpose of providing continued, uninterrupted service to customers. Further, at closing, 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 space on towers owned by Array. The wireless operations and select spectrum assets sold to T-Mobile are presented as discontinued operations throughout this report. See Note 2 — Discontinued Operations in Notes to Consolidated Financial Statements for additional information.

In addition to the sale of Array's wireless operations and select spectrum assets sold to T-Mobile pursuant to the Securities Purchase Agreement, Array also separately entered into the following agreements to sell spectrum license assets.


Spectrum Licenses	Buyer	Purchase Price		Array Book Value as of December 31, 2025		Signing Date	Estimated or Actual Close Date
(Dollars in thousands)
AWS, Cellular and PCS1	Verizon	$	1,000,000	$	585,579	October 17, 2024	Q2/Q3 2026
3.45 GHz and 700 MHz	AT&T	$	1,018,044	$	860,145	November 6, 2024	January 13, 2026
700 MHz1	T-Mobile	$	85,000	$	64,267	August 29, 2025	2026
600 MHz1	T-Mobile	$	86,387	$	86,454	October 7, 2025	2026

1These license transactions remain subject to regulatory approval and other customary closing conditions, and in the case of the sale to Verizon, the termination of the T-Mobile Short-Term Spectrum Manager Lease Agreement. See Note 7 — Acquisitions and Divestitures in the Notes to Consolidated Financial Statements for additional information.

The strategic alternatives review process is ongoing as Array works toward closing the Verizon and T-Mobile spectrum transactions signed during 2024 and 2025, and seeks to opportunistically monetize its remaining spectrum assets that are not subject to executed agreements.

As part of its business development strategy, Array may periodically be engaged in negotiations relating to strategic partnerships and/or the acquisition or disposition of assets and/or investment interests.

Competition

Array primarily faces competition from other companies that own tower assets in the areas in which Array operates. This includes, but is not limited to, large tower operators (American Tower Corporation, Crown Castle Inc and SBA Communications Corporation), regional tower operators, build-to-suit tower providers, owners of non-tower infrastructure that can be leveraged to house communications equipment (e.g., rooftops) and wireless providers that opt to own and operate their own infrastructure. The primary competitive factors in the industry include tower location, speed of deployment and lease agreement structure (pricing and entitlements), as well as expertise in the end-to-end leasing process.

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TDS — REGULATION

TDS’ operations are subject to federal, state and local regulation. Key regulatory considerations are discussed below.

UScellular

The construction, operation and transfer of wireless systems in the United States are regulated to varying degrees by the FCC pursuant to the Communications Act of 1934, as amended (Communications Act). The FCC currently does not require wireless carriers to comply with a number of statutory provisions otherwise applicable to common carriers that provide, originate or terminate interstate or international telecommunications. However, the FCC has enacted regulations governing construction and operation of wireless systems, licensing (including renewal of wireless spectrum licenses) and technical standards for the provision of wireless services under the Communications Act.

Wireless spectrum licenses segmented by geographic areas are granted by the FCC. The completion of acquisitions, involving the transfer of control of all or a portion of a wireless system, requires prior FCC approval. The FCC determines on a case-by-case basis whether an acquisition of wireless spectrum licenses is in the public interest. Wireless spectrum licenses are granted generally for a ten-year term or, in some cases, for a twelve-year or fifteen-year term. The FCC establishes the standards for conducting comparative renewal proceedings between a wireless license holder seeking renewal of its license and challengers filing competing applications. All of UScellular’s wireless spectrum licenses for which it applied for renewal since 1995 have been renewed. UScellular expects to continue to meet the criteria of the FCC’s license renewal process.

As part of its data services, UScellular provides internet access. Such internet access services may be subject to different regulatory requirements than other wireless services.

Although the Communications Act generally pre-empts state and local governments from regulating the entry of, or the rates charged by wireless carriers, certain state and local governments regulate other terms and conditions of wireless services, including billing, termination of service arrangements, imposition of early termination fees, advertising, network outages, the use of handsets while driving, zoning, land use, privacy, data security and consumer protection. Further, the Federal Aviation Administration also regulates the siting, lighting and construction of transmitter towers and antennae.

TDS Telecom

The FCC generally exercises jurisdiction over all facilities of, and services offered by, TDS Telecom’s Incumbent Local Exchange Carriers (ILEC) as telecommunications common carriers, to the extent they provide, originate or terminate interstate or international telecommunications. State public utility commissions generally exercise jurisdiction over intrastate telecommunications facilities and services. In addition, the ILECs are subject to various other state and local laws, including laws relating to privacy, data security and consumer protection.

The Communications Act requires, among other things, that telecommunications common carriers offer interstate services when requested at just and reasonable rates at terms and conditions that are non-discriminatory. Maximum rates for regulated interstate services are prescribed by the FCC. In many states, local rates paid by end user customers and intrastate access charges paid by carriers continue to be subject to state commission approval. The FCC regulations also cover matters such as technical operations, administrative requirements, interconnection, consumer protection, access by people with disabilities, customer privacy and content. TDS Telecom maintains comprehensive privacy and data security programs and monitors regulatory developments to ensure ongoing compliance.

TDS Telecom’s other operations are subject to similar but reduced regulation compared to ILECs.

Providing video services requires TDS Telecom to obtain franchises from state or local governmental authorities to occupy public rights of way with network facilities. These franchises are nonexclusive and typically limited in time, contain various conditions and limitations, and provide for the payment of fees to the local authority, determined generally as a standard percentage of revenues. TDS Telecom expects to continue to meet the criteria of the state or local government authorities' franchise renewal process.

~~General~~Array

~~Reference~~Array's isoperations ~~made~~are subject to ~~Item~~federal, 7state ofand ~~this~~local ~~Form~~regulation, ~~10-K~~including ~~under~~Federal ~~“Regulatory~~Communications ~~Matters”~~Commission (FCC) and Federal Aviation Administration (FAA) regulation. The FCC and FAA regulate towers for ~~information~~wireless ~~regarding~~communications, radio, or television broadcasting. These regulations dictate the registration, lighting, marking and maintenance of Array's towers as well as siting and construction of any ~~other~~new ~~significant~~towers ~~recent~~and ~~developments~~are dependent on such factors as the height of the tower and ~~proposals~~the ~~relating~~proximity to ~~regulatory~~an ~~matters~~airfield. New tower construction and some modifications to existing structures are also subject to the National Environmental Policy Act (“NEPA”), National Historic Preservation Act (NHPA) and/or other federal, state and local regulations.

7Array is subject to state and local regulations around land use, subdivision and zoning restrictions and restrictive covenants imposed by local authorities and developers. These regulations vary but can require approval from local authorities, community organizations or environmental organizations before tower construction or modifications to an existing tower. At times these bodies can block tower construction or modification, impeding Array’s ability to meet customer demand. As an owner and operator of real estate, Array is subject to federal, state and local environmental and hazardous materials regulation.

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HUMAN CAPITAL RESOURCES

Company and Culture

TDS had approximately 74,~~900~~000 full-time and part-time associates as of December 31, ~~2024~~2025. The culture at TDS is based upon the fundamental belief that TDS’ ~~long-term~~ success is inextricably tied to associate engagement and high ethical standards. TDS’ Code of Conduct sets forth expectations for ethical behavior across the enterprise and provides the guiding principles by which all associates must abide in all business activities. TDS provides a competitive wage and benefits package, a safe workplace, and an environment where associates feel engaged and a sense of belonging. TDS periodically surveys its associates to understand the level of associate engagement and overall job satisfaction. TDS sponsors Associate Resource Groups, open to all associates, to promote dynamic community experiences that align with TDS' vision and values, increase associate engagement and empowerment, and support professional development. TDS endeavors to encourage a broad range of thoughts, ideas and the innovation needed to move the business forward.

~~Training~~Development and Leader Effectiveness

~~Since its founding,~~ TDS ~~has~~is ~~been~~ committed to advancing associate development, ~~including for emerging~~ and ~~existing~~leadership ~~leaders~~effectiveness, ~~which~~recognizing isthese ~~critical~~are essential to ~~its~~long-term success. ~~TDS~~All ~~provides~~associates ~~job~~receive job-specific, safety, security, and fraud awareness training, ~~for~~supported ~~all~~by ~~associates – and also offers~~ programs that ~~further~~promote ~~develop~~continuous ~~its~~growth, ~~associates~~ including educational assistance, developmental assignments, and mentoring ~~programs~~opportunities. TDS' leadership framework takes a human-centric approach, equipping leaders with practical tools and resources to strengthen coaching, mentoring and people development capabilities.

TDS also conducts annual talent reviews and succession planning to assess leadership performance and readiness for larger, more complex roles. Succession planning for the CEO and executive leadership team is reviewed with the Board of Directors at least annually.

Community

TDS is committed to supporting and enhancing the communities it serves through local and philanthropic initiatives that enrich the lives of those living where it operates and where its associates live, work and play. ~~This includes a focus on addressing gaps in STEM education by connecting tomorrow’s innovators with the resources they need today to help shape their future opportunities.~~ TDS is addressing the digital divide and providing critical resources in local communities, and encourages associates to volunteer and support local organizations and community groups. Local communities are at the center of TDS’ businesses, and TDS takes great pride in giving back to the people and places that contribute to its sustainability and long-term success.

TDS — OTHER ITEMS

Company Information

TDS’ website address is www.tdsinc.com. TDS files with, or furnishes to, the Securities and Exchange Commission (SEC) annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, as well as various other information. Investors may access, free of charge, through the Investor Relations portion of the website, TDS' annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to such reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (Exchange Act), as soon as reasonably practical after such material is filed electronically with the SEC. The public may also view electronic filings of TDS by accessing SEC filings at www.sec.gov.

~~UScellular~~Array’s website address is www.~~uscellular~~arrayinc.com. ~~UScellular~~Array files with, or furnishes to, the SEC annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, as well as various other information. Investors may access, free of charge, through the Investor Relations portion of the website, ~~UScellular~~Array’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to such reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practical after such material is filed electronically with the SEC. The public may also view electronic filings of ~~UScellular~~Array by accessing SEC filings at www.sec.gov.

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Item 1A. Risk Factors

PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

SAFE HARBOR CAUTIONARY STATEMENT

This Annual Report on Form 10-K, 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 those set forth below under “Risk Factors” in this Form 10-K. 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. The reader should carefully consider the following risk factors and other information contained in, or incorporated by reference into, this Form 10-K to understand the material risks relating to TDS’ business, financial condition or results of operations.

Announced Transactions and Strategic Alternatives Review Risk Factors

1)~~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~~on ~~Holdings,~~August ~~LLC~~1, ~~pursuant to which~~2025, ~~among~~and ~~other things, UScellular~~ has ~~agreed~~required tosubstantial ~~sell~~changes ~~its wireless operations and select spectrum assets~~ to ~~T-Mobile. In addition, UScellular, and certain subsidiaries of UScellular, entered into~~ the ~~Verizon~~manner ~~Purchase~~in ~~Agreement~~which onArray’s ~~October~~remaining ~~17,~~business ~~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 Securities Purchase Agreement~~conducted, ~~the~~which Verizon Purchase Agreement, or 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.

OnThe ~~August~~successful 4,closing ~~2023,~~of ~~TDS and UScellular announced that~~ the ~~Boards~~T-Mobile oftransaction ~~Directors~~on ofAugust ~~both~~1, ~~companies~~2025 ~~decided~~has torequired ~~initiate~~significant achanges ~~process~~ to ~~explore~~the amanner ~~range~~in ofwhich ~~strategic~~the ~~alternatives~~Array ~~for~~business ~~UScellular~~is operated. AsThe ~~part~~remaining ofArray ~~this review~~business, onwhich ~~May~~includes ~~28, 2024, UScellular announced that its Board of Directors unanimously approved~~ the ~~execution~~tower ~~of the Securities Purchase Agreement pursuant to which~~business, ~~among~~non-controlling ~~other~~interests ~~things,~~in ~~UScellular~~certain ~~has~~wireless ~~agreed~~operating tocompanies ~~sell~~and ~~its~~ wireless ~~operations and select~~ spectrum ~~assets~~licenses, tocertain ~~T-Mobile.~~of ~~The~~which ~~Securities~~are ~~Purchase~~subject ~~Agreement~~to ~~also~~other ~~contemplates~~sale agreements, ~~among~~is ~~other~~of ~~things,~~ a ~~Short-Term~~significantly ~~Spectrum~~smaller ~~Manager~~scale ~~Lease~~than ~~Agreement~~its ~~and~~historical ~~Short-Term~~operations. ~~Spectrum~~This ~~Manager~~could ~~Sublease~~produce ~~Agreements that will become effective at the closing date~~operational, ~~which~~cost ~~provide T-Mobile with an exclusive license to use certain UScellular spectrum assets~~ and ~~leases~~borrowing atdisadvantages norelative ~~cost for up~~ to ~~one-year~~its ~~for~~historical ~~the purpose of providing continued, uninterrupted service to customers~~operations.

OnUpon ~~October~~receipt ~~17,~~of ~~2024,~~regulatory ~~UScellular~~approval, TDS and ~~certain~~Array ~~subsidiaries~~accelerated the recognition of ~~UScellular~~certain cash and non-cash obligations related to employee compensation, ~~entered~~severance ~~into~~and stock awards. Additional significant costs that include contingent advisory fees, income tax expense, administrative costs, restructuring expenses and other wind down costs were recorded upon and following the ~~Verizon~~close ~~Purchase~~on ~~Agreement~~August 1, 2025. Significant additional transaction costs related to ~~sell~~pending ~~certain~~and ~~AWS~~potential future spectrum sales, ~~Cellular~~ongoing restructuring expenses and ~~PCS~~wind ~~wireless~~down ~~spectrum~~costs ~~licenses~~have been incurred and ~~agreed~~are expected to ~~grant~~be ~~Verizon~~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 ~~rights~~towers that Array elects to ~~lease~~retire, and such ~~licenses~~decommissioning ~~prior~~costs are also expected to ~~the~~include ~~transaction~~remaining ~~close~~obligations under related ground leases for certain towers. These decommissioning costs may have a significant adverse impact on TDS’ future cash flows and financial results.

OnAt ~~November~~the 6,closing ~~2024,~~of ~~UScellular~~the T-Mobile transaction, Array and ~~certain~~T-Mobile ~~subsidiaries~~entered ofinto ~~UScellular~~a MLA, ~~entered~~pursuant ~~into~~to ~~the~~which, ~~AT&~~among other things, T-Mobile ~~Purchase~~will ~~Agreement~~lease tospace ~~sell~~on certain ~~3.45~~additional ~~GHz~~Array-owned ~~and~~towers ~~700~~for ~~MHz~~a ~~wireless~~minimum ~~spectrum~~of ~~licenses~~15 years and ~~agreed~~also commit to ~~grant~~15 ~~AT&T~~year ~~certain~~minimum ~~rights~~extensions toof ~~lease~~existing leases for Array-owned towers. As a result, Array’s business is substantially dependent upon T-Mobile, and ~~sub~~if T-~~lease~~Mobile ~~such~~fails ~~licenses~~to ~~prior~~meet its obligations under these leases to ~~the~~Array, ~~transaction~~this ~~close~~would have a significant adverse impact on TDS’ business and financial results.

~~The~~See ~~transactions~~Note ~~resulting~~2 ~~from~~— ~~the~~Discontinued ~~strategic~~Operations alternatives review are subject to regulatory approval, which UScellular may not be able to obtain on the terms or timeline currently contemplated, or at all. Similarly, UScellular may not be able to satisfy the other closing conditions applicable to each of the transactions, which in the case of the Verizon and ~~AT&T~~Note ~~transactions~~7 ~~include~~— ~~the~~Acquisitions ~~closing of the T-Mobile transaction~~ and, ~~for~~Divestitures ~~the~~in ~~Verizon transaction,~~ the ~~termination~~Notes of the T-Mobile Short-Term Spectrum Manager Lease Agreement. The T-Mobile and AT&T transactions include certain wireless spectrum licenses that are held by entities in which UScellular is a non-controlling limited partner. The closing with respect to ~~these~~Consolidated ~~wireless~~Financial ~~spectrum~~Statements ~~licenses~~for isadditional ~~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~~information.

92)Array entered into License Purchase Agreements with Verizon and T-Mobile to sell certain wireless spectrum licenses. There is no guarantee that such transactions contemplated by the License Purchase Agreements 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 entered into the Verizon License 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 August 29, 2025, Array entered into the T-Mobile License Purchase Agreement to sell certain 700 MHz wireless spectrum licenses and agreed to grant T-Mobile certain rights to lease such licenses prior to the transaction close.

On September 22, 2025, T-Mobile exercised its call option under the Put/Call Agreement for certain 600 MHz wireless spectrum licenses and on October 7, 2025, Array and T-Mobile entered into a License Purchase Agreement.

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The ~~uncertainty~~Verizon ~~regarding~~and T-Mobile spectrum 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 ~~continued~~T-Mobile ~~strategic~~spectrum ~~alternatives~~transactions ~~review~~are ~~process~~not ~~could~~consummated, ~~result~~the ~~in:~~funds contemplated to be received as a ~~diversion~~result of ~~management's~~such ~~attention~~transactions ~~from~~will ~~UScellular's~~not ~~existing~~be available for investment in Array’s business;, arepayment ~~failure~~of debt, or dividends to ~~achieve~~Array ~~financial~~stockholders, including TDS. Further, TDS’ and ~~operating~~Array’s ~~objectives;~~stock ~~adverse~~price ~~effects~~may ondecline ~~TDS'~~to ~~financial~~the ~~condition~~extent orthat ~~results~~the ofcurrent ~~operations;~~market aprice ~~failure~~reflects an assumption that these transactions will be completed. The uncertainty regarding the Verizon and T-Mobile spectrum transactions and the continued efforts to ~~retain~~monetize ~~key~~the ~~personnel,~~remaining ~~customers,~~spectrum ~~business~~assets ~~partners~~could result in adverse effects on TDS’ financial condition or ~~contracts;~~results of operations and volatility in TDS'’ and ~~UScellular~~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, ~~UScellular~~Array recognized a significant ~~impairment~~impairments on its spectrum assets during 2024 and ~~there~~2025 ~~may~~and be further events and circumstances ~~that occur which~~ may result in additional impairments for the remaining spectrum ~~that is retained~~assets, orincluding ~~for~~ the spectrum that is pending sale if such sales do not close as expected.

There can be no assurance that the strategic alternatives review process, which is ongoing, will result in the spectrum transactions orwith ~~any~~Verizon ~~strategic~~and ~~alternative~~T-Mobile ~~of any kind~~ being successfully completed, or the successful monetization of other remaining spectrum, or that ~~the~~these ~~process~~processes or any outcomes of ~~the~~these ~~process~~processes will not have an adverse impact on ~~UScellular's~~TDS’ business or financial statements. In addition, UScellular may be unable to find buyers at mutually agreeable prices for its spectrum assets not subject to the recent transactions, including the Securities Purchase Agreement, the Verizon Purchase Agreement, or the AT&T Purchase Agreement.

See Note 7 — Acquisitions and Divestitures in the Notes to Consolidated Financial Statements for additional information related to the ~~T-Mobile,~~ Verizon and ~~AT&~~T-Mobile ~~transactions,~~spectrum ~~including the uncertainty related to certain portions of the transaction proceeds~~transactions.

2)If the T-Mobile, Verizon and AT&T transactions are not consummated, substantial changes will be required to the manner in which UScellular’s wireless business is conducted, and we expect there will be a material adverse effect on TDS' financial condition and results of operations.

If the T-Mobile, Verizon and AT&T transactions are not consummated, UScellular would continue to operate its wireless business in an environment of intensifying competitive pressures and limited capital resources. In that scenario, UScellular would be required to develop and implement new strategic plans. The continued operation of the wireless business with its lack of scale and structural disadvantages under these conditions will result in a material adverse effect on TDS' customers, financial condition and results of operations.

In addition, if the T-Mobile, Verizon and AT&T transactions are not consummated, the funds contemplated to be received as a result of such transactions would not be available for investment in other UScellular businesses, repayment of debt or the payment of dividends to UScellular stockholders, including TDS. TDS, in turn, would not have access to any such dividend payments, if and as declared by the UScellular Board of Directors, for investment in its other businesses, repayment of debt or other corporate purposes.

Further, if the T-Mobile, Verizon and AT&T transactions are not consummated, the stock price of TDS and UScellular likely would decline to the extent that the current market price reflects an assumption that the transactions will be completed.

3)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.

The successful consummation of the T-Mobile, Verizon and AT&T transactions will trigger substantial costs and require significant changes to the manner in which the UScellular business is operated. In addition, UScellular would, following the closing of the T-Mobile, Verizon and AT&T transactions, be subject to certain business risks that it does not currently face.

In terms of costs, UScellular expects that the closing of the transaction will trigger or accelerate 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. Additionally, following the close of the T-Mobile transaction, it is uncertain which towers T-Mobile will choose to locate on, and therefore, it is unknown how many and which towers with no tenants will remain in UScellular's tower portfolio. UScellular expects to incur significant decommissioning costs for certain towers that UScellular elects to retire, and such decommissioning costs are also expected to include remaining obligations under related ground leases. These costs are expected to have a significant impact on TDS' cash flows and financial statements.

If the transactions from the strategic alternatives process are successfully completed, the remaining UScellular business, which includes the tower business, interests in certain non-operating equity method investments and wireless spectrum licenses not included in the announced transactions, will be of a significantly smaller scale than its current operations. This could produce operational, cost and borrowing disadvantages relative to its current operations.

At the T-Mobile closing, UScellular and T-Mobile will enter into a Master License Agreement, pursuant to which, among other things, T-Mobile will lease space on certain additional UScellular-owned towers for a minimum of 15 years and extend the term of certain existing leases to 15 years. If T-Mobile fails to meet its obligations to UScellular, it would likely have an adverse impact on TDS' business and financial statements.

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In addition, if the transactions are successfully completed, UScellular will retain certain wireless spectrum licenses with FCC build-out requirements that have not yet been satisfied. Such licenses would require significant investments to deploy and if the sale of its wireless operations is completed, UScellular would no longer have an existing wireless business to operate the retained spectrum. Additionally, if the T-Mobile transaction is successfully completed, but the Verizon and AT&T transactions are not completed, UScellular would retain additional wireless spectrum licenses with no existing 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 should UScellular not incur significant expenses to operate the spectrum or engage another carrier to do so. Further, UScellular could fail to monetize remaining spectrum assets including the wireless spectrum licenses that are subject to a Put/Call Agreement with T-Mobile as it is uncertain if the call option will be exercised or if the conditions required to exercise the put option will occur. All of these events could have a significant adverse effect on TDS' financial condition and results of operation.

See Note 7 — Divestitures in the Notes to Consolidated Financial Statements for additional information related to the Put/Call Agreement.

Operational Risk Factors

43)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.

~~TDS’~~Array ~~business~~may ~~plan~~be ~~includes~~unable ~~significant construction activities and enhancements~~ to ~~its~~find ~~network,~~buyers ~~support~~at ~~and~~mutually ~~other~~agreeable ~~systems~~prices ~~and infrastructure. TDS also has the obligation to continue to maintain operation of wireless spectrum licenses that are currently deployed, as well as, FCC build-out requirements~~ for ~~certain~~its ~~wireless~~ spectrum ~~licenses~~assets ~~that have~~ not ~~yet~~subject ~~been satisfied. Such licenses require significant investments~~ to ~~deploy and~~ the ~~incurrence~~pending ofVerizon ~~ongoing network expenses to operate, as renewal of all wireless spectrum licenses is predicated upon their initial~~ and ~~continued~~T-Mobile ~~operation in accordance with FCC requirements~~transactions. ~~Failure~~Further, tothe ~~continue~~opportunity to ~~operate~~monetize athe ~~wireless~~remaining spectrum ~~license~~assets orwill ~~failure~~depend toon ~~initiate the operation of~~ a ~~spectrum~~variety ~~license by the respective FCC build-out deadline could result in forfeiture~~ of ~~such~~factors, ~~license~~including ~~which~~industry ~~could~~data ~~have a material adverse effect on TDS' business~~usage, ~~financial~~availability ~~condition or results~~ of ~~operations.~~new ~~Additionally,~~spectrum ~~the~~through ~~deployment~~FCC ofspectrum ~~new~~auctions ~~wireless~~and ~~technologies, including~~ the ~~continued~~potential ~~deployment~~disposition of ~~5G,~~other ~~will require substantial investments in TDS'~~ wireless ~~network~~businesses. ~~Also, as TDS continues to build out and enhance its network, TDS must, among other things, continue to:~~

~~▪Lease~~In addition, ~~acquire~~most orof ~~otherwise~~the ~~obtain~~remaining ~~rights~~spectrum licenses not subject to ~~cell~~the Verizon and ~~switch~~T-Mobile ~~sites~~spectrum transactions have FCC build-out requirements that have not yet been fully satisfied. Compliance with such requirements would drive significant investments and Array no longer has an existing wireless business to operate the retained spectrum. Additionally, ~~transport~~if ~~facilities~~the Verizon and T-Mobile spectrum 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 ~~other~~engage ~~facilities;~~another carrier to do so. All of these events could decrease the value of retained spectrum and could have a significant adverse effect on TDS’ financial condition, cash flows, and results of operations.

~~▪Obtain~~4)A ~~zoning~~delay ~~variances~~ or ~~other~~failure ~~local~~by ~~governmental~~TDS orto ~~third-party~~complete ~~approvals~~significant ornetwork ~~permits~~construction ~~for~~and systems implementation activities as part of its plans to expand and improve the quality and capacity of its network ~~construction;~~and support systems could adversely affect its operations.

~~▪Complete~~TDS’ ~~and~~business ~~update~~plan ~~the~~includes ~~radio~~significant ~~frequency~~construction ~~design,~~activities ~~including~~and ~~cell~~enhancements ~~site~~to ~~design~~its network, ~~frequency~~support ~~planning~~ and ~~network~~other ~~optimization,~~systems ~~for~~and ~~each~~infrastructure. ofAs TDS’ ~~wireless~~continues ~~markets;~~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 ~~implementation and deployment of new technologies, delay~~ expansion of operations and product capabilities in new or existing markets or result in increased costs. Failure to successfully ~~deploy new technologies, including the continued deployment of 5G, and/or~~ 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 ~~and coverage, has adversely affected and~~ could ~~continue to~~ adversely affect TDS’ business, business prospects, financial condition or results of operations.

TDS’ wireline ~~and~~business ~~cable~~is ~~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~~Supply ~~difficulties in supply~~ chain constraints, labor shortages, or difficulties in 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 ~~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)Intense competition involving products, services, pricing, promotions and network speed and technologies could adversely affect TDS’ revenues or increase its costs to compete.~~ 9

Competition in the wireless industry is intense and is expected to increase in intensity into the foreseeable future due to multiple factors such as increasing market penetration, introduction of new products, new competitors, increasing promotional aggressiveness and changing prices. There is competition in service plan pricing; handsets and other devices; promotional discounts; network quality, coverage, speed and technologies, including 5G technology; distribution; new entrants; bundled services, such as home internet and wireless; and other categories. In particular, wireless competition includes aggressive service plan and device pricing, including pricing for unlimited plans, which could result in switching activity and churn and limit TDS’ ability to monetize future growth in data usage. In addition, competition based on network speed may increase as customer demand for higher speeds increases. These competitive factors have and are expected to continue to result in losses of retail connections, may cause the prices for certain services and products to decline and the costs to compete to increase.

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~~TDS’~~5)Increasing ~~wireless~~competition ~~competitors~~in include national or global telecommunications and cable wireless companies that are larger than TDS, possess greater financial and other resources, possess more extensive coverage areas and more spectrum within their coverage areas, and market other services with their communications services that TDS does not offer. TDS and its competitors are actively marketing their deployment of 5G and, as a result, continue to raise consumer awareness of the ~~technology.~~wireline If TDS continues to not keep pace with its competitors in deploying 5G or other comparable offerings, or if TDS' deployment of 5G technology does not result in significant incremental revenues, TDS' financial condition, results of operations and ~~ability~~tower toindustries ~~do business~~ could ~~continue to be~~ adversely ~~affected.~~affect InTDS’ ~~addition~~revenues, ~~new~~negatively ~~technologies,~~impact ~~services~~future ~~and~~growth ~~products that are more commercially effective than the technologies, services~~ and ~~products~~increase ~~offered~~its bycosts ~~TDS may be developed and create new sources of competition. Further, new technologies may be proprietary such that TDS is not able~~ to ~~adopt such technologies. There can be no assurance that TDS will be able to~~ compete ~~successfully in this environment~~.

~~Sources~~Competition in the wireline industry is intensified with the increasing deployment of ~~competition~~broadband totechnologies, ~~TDS’~~MVNO plans offering wireless ~~business~~services, ~~typically~~and ~~include~~enhanced atvideo ~~least~~services. ~~four~~Incumbent ~~competing~~carriers ~~wireless~~are ~~telecommunications~~upgrading ~~service~~existing ~~providers~~networks ~~across~~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'’ ~~service~~wireline ~~area~~and cable businesses include, ~~wireline~~but ~~telecommunications~~are ~~service~~not ~~providers~~limited to, other cable ~~wireless~~ companies, ~~resellers~~fiber ~~(including~~overbuilders, ~~MVNOs)~~incumbent carriers, ~~and~~wireless communications providers, resellers of ~~alternative~~local ~~telecommunications~~exchange services., Ininterexchange ~~particular~~carriers, ~~competition~~satellite ~~from~~broadband ~~cable~~providers, ~~wireless~~access ~~companies~~providers, ~~has~~VoIP ~~increased~~providers inand ~~recent~~providers ~~periods~~using ~~and~~other isemerging ~~expected~~technologies. Customers may choose to ~~increase~~substitute ~~into~~their ~~the~~wireline ~~foreseeable~~services ~~future~~using satellite, aswireless ~~they~~and ~~have~~other ~~continued~~technologies, which may be preferred to ~~expand~~technologies ~~their~~offered ~~presence~~by inTDS. ~~the~~If ~~wireless~~TDS ~~industry~~cannot ~~and~~keep ~~have~~pace ~~offered~~with ~~more~~its competition in deploying higher speed technologies, offering competitive ~~pricing.~~products ~~Many~~and ofservices ~~TDS’~~at ~~wireless~~competitive prices and ~~other~~providing ~~competitors~~attractive ~~have~~video ~~substantially~~content ~~greater~~and ~~financial,~~wireless ~~technical,~~mobility ~~marketing~~options, ~~sales~~TDS' financial condition, ~~purchasing~~results ~~and~~of ~~distribution~~operations ~~resources~~or ~~than~~ability ~~TDS~~to do business could be adversely affected.

~~Competition~~TDS’ inwireline ~~the~~business ~~tower~~offers ~~industry~~MVNO isplans ~~also~~providing ~~challenging,~~wireless asservices ~~TDS~~to ~~competes~~customers ~~with~~in ~~public~~its ~~and~~service ~~private~~areas. ~~tower~~TDS’ ~~companies,~~MVNO ~~private~~offerings ~~equity~~are ~~sponsored~~reliant ~~tower~~on ~~companies,~~third ~~and~~parties ~~owners~~to ofdeliver ~~non-communications~~adequate ~~sites~~wireless ~~such~~service asto ~~utility~~these ~~towers,~~customers ~~rooftop structures, water towers,~~ and ~~other~~may ~~alternative~~not ~~structures.~~be ~~Many~~able ofto ~~these~~successfully ~~competitors~~compete ~~are~~with ~~larger~~wireless ~~than~~options ~~TDS,~~provided ~~have~~by ~~greater~~other ~~financial~~industry ~~and~~competitors ~~other~~who ~~resources,~~ have ~~more~~access ~~advantageous~~to ~~tower locations than TDS, have~~ greater ~~capacity on their towers, and have more~~ scale and ~~coverage~~financial ~~nationwide~~resources than TDS. –There ~~such~~is ~~factors~~no ~~could~~assurance ~~result~~that inthese anMVNO ~~inability~~plans towill ~~acquire~~attract or ~~build~~retain ~~additional~~broadband ~~towers, difficulty in leasing tower space or renewing leases, or cause lease revenue to decline in the future~~customers.

Competition in the ~~wireline~~tower industry is ~~intensified with the increasing deployment of broadband technologies~~robust, ~~MVNO~~as ~~plans~~Array ~~offering~~competes ~~wireless services, and enhanced video services. Incumbent carriers are upgrading existing networks~~ with ~~higher~~public ~~speed broadband services~~ and ~~overbuilders~~private ~~are~~tower ~~deploying~~companies, ~~broadband to compete with legacy incumbent carriers. Overbuilding activity is increasing with investments by venture capital and~~ private equity ~~and~~sponsored ~~with~~tower ~~additional~~companies, ~~access to state~~ and ~~federal~~owners ~~funding. Sources~~ of ~~competition~~non-communications tosites ~~TDS’~~such ~~wireline~~as ~~and~~utility ~~cable businesses include~~towers, ~~but~~rooftop ~~are not limited to~~structures, ~~other~~water ~~cable companies~~towers, ~~fiber~~and ~~overbuilders,~~other ~~incumbent~~alternative ~~carriers,~~structures. ~~wireless~~Many ~~communications providers, resellers~~ of ~~local~~these ~~exchange~~competitors ~~services,~~are ~~interexchange~~larger ~~carriers,~~than ~~satellite broadband providers~~Array, ~~access~~have ~~providers,~~greater ~~VoIP~~financial ~~providers~~ and ~~providers using~~ other ~~emerging~~resources, ~~technologies.~~have ~~Customers~~more ~~may~~advantageous ~~choose~~tower tolocations ~~substitute~~than ~~their wireline services using satellite~~Array, ~~wireless~~ and ~~other~~have ~~technologies,~~more ~~which~~scale ~~may~~nationwide bethan ~~preferred to technologies offered by TDS~~Array. IfSuch ~~TDS~~factors ~~cannot~~could ~~keep~~result ~~pace~~in ~~with~~difficulty ~~its~~in ~~competition~~leasing intower ~~deploying~~space ~~higher~~or ~~speed~~renewing ~~technologies~~leases, ~~offering~~or ~~competitive~~cause ~~products~~lease ~~and~~revenue ~~services~~to atdecline ~~competitive~~in ~~prices~~the ~~and~~future. ~~providing attractive video content options~~Specifically, ~~TDS'~~Array ~~financial~~could ~~condition,~~be ~~results~~negatively ofimpacted ~~operations~~by orthe ~~ability~~following tofactors, doamong ~~business could be adversely affected.~~others:

~~TDS’~~▪Increased ~~wireline~~pressure ~~business introduced MVNO plans offering wireless services to customers in its service areas. TDS’ MVNO offerings are reliant~~ on ~~third~~pricing ~~parties~~resulting tofrom ~~deliver~~increased ~~adequate~~tenant ~~wireless~~churn, ~~service~~sustained tolow ~~these~~tenancy ~~customers~~rates ~~and~~or ~~may~~further ~~not~~reductions bein ~~able~~such 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.rates;

~~6)TDS’~~▪Low ~~lack~~profit ofmargins ~~scale~~ and ~~structural~~returns ~~disadvantages,~~on ~~particularly~~investment ~~in the wireless business, relative to larger competitors~~ that ~~may~~are ~~have~~below ~~greater~~Array’s ~~financial~~cost and other resources than TDS has caused and could continue to cause TDS to be unable to compete successfully, which has adversely affected and could continue to adversely affect its business, financial condition or results of ~~operations.~~ capital;

~~TDS~~▪Limited ~~has~~opportunities ~~lack~~for ofstrategic ~~scale and structural disadvantages, particularly in the wireless business, compared to larger competitors~~partnerships. 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, which has adversely affected and could continue to adversely affect TDS’ revenues and costs of doing business. Specifically, TDS’ lack of scale and structural disadvantages, particularly in the wireless business, relative to most of its competitors could have the following impacts, among others:

6)There are economic and business risks associated with fixed rate annual escalators on Array's colocation revenue contracts.

A majority of Array's ground leases with its ground lessors, and a majority of Array's colocation contracts with its tenants contain fixed rate annual escalation rates. To the extent average ground lease escalation rates exceed average colocation revenue escalation rates, Array's results of operations, cash flows, and financial condition could be adversely impacted.

Further, to the extent future U.S. inflation rates would persist at higher rates for sustained periods of time, revenues and margins in real dollars could erode, and this could have an adverse affect on Array's results of operations, cash flows and financial condition.

7)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 is particularly reliant on its relationship with T-Mobile. DISH Wireless has failed to make certain payments due to Array under their contractual commitment. 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 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 downturns that result in wireless carriers reducing network capital expenditures; and

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▪Large carriers' exercise of pricing power to reduce tower rents

In addition, Array received a letter from DISH Wireless dated in September 2025 claiming that its obligations under its Master Lease Agreement with Array are excused due to actions taken by the FCC and subsequent agreements to sell spectrum assets. See Management Discussion and Analysis - Array Operations for additional information.

8)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 and purchasing 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;

▪Higher costs per wireless subscriber;

▪Inability to timely and successfully deploy 5G or other wireless technologies, execute on fiber expansion plans, or to realize significant incremental revenues from their deployment;

▪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;

▪For TDS' wireless business, limited opportunities for bundling wireless service with other services such as home internet;

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

▪Limited access to devices as larger competitors enter into exclusive device arrangements;

▪Consumer expectations that TDS provides lower-priced wireless offerings relative to larger competitors;

▪Limited ability to influence industry standards;

▪Limited ability to acquire or build additional towers;

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

▪Lower risk tolerance when evaluating new markets;

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

▪Limited access to intellectual property;

▪Other limited opportunities such as for software development; and

▪Limited ability to acquire and subsidize mobile handsets that customers may desire.

9)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 or require Array to renew on 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 or it needs to accept 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.

10)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). 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 result in legal claims or penalties, reputational damage, negative market perception, or costly response measures. All of these events could adversely affect TDS’ business, cash flows, financial condition or results of operations. In addition, TDS Telecom has electrical lines on certain of its poles and any unforeseen event may cause damage to surrounding property. Array and TDS Telecom currently maintain insurance to cover the estimated cost of replacing damaged towers, network equipment and damage to surrounding property, but there can be no assurance that such coverage will remain readily available in the insurance marketplace or be adequate to cover exposure from such events.

11)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 or the failure to have effective succession planning, could have an adverse effect on TDS’ business, financial condition or results of operations.

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~~▪Vendors~~12)Changes ~~may~~in ~~deem~~various ~~TDS~~business ~~non-strategic~~factors, ~~and~~including ~~not~~changes ~~develop~~in ordemand, ~~sell~~consumer ~~services~~preferences and ~~products~~perceptions, toprice ~~TDS~~competition, ~~particularly~~cost ~~where~~increases ~~technical~~and ~~requirements~~other ~~differ~~factors, ~~from~~could ~~those~~have an adverse effect on TDS’ business, financial condition or results of ~~larger~~operations. ~~companies;~~

▪Limited access to intellectual property; and

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

TDS’ businesses depend on access to content for data and access to new wireless devices being developed by vendors. TDS’ ability to obtain such access depends in part on other parties. If TDS is unable to obtain timely access to new content or wireless devices being developed by vendors, its business, financial condition or results of operations could be adversely affected.

7)Changes in roaming practices or other factors could cause TDS’ roaming revenues to decline from current levels, roaming expenses to increase from current levels and/or impact TDS’ ability to service its customers in geographic areas where TDS does not have its own network, which could have an adverse effect on TDS’ business, financial condition or results of operations.

TDS’ revenues include roaming revenues related to the use of TDS’ network by other wireless carriers’ customers who travel within TDS’ coverage areas. Changes in FCC rules or actions, industry practices or the network footprints of carriers could have an adverse effect on TDS’ roaming revenues. For example, the expansion of other carriers' network coverage in TDS' footprint and/or lower roaming rates with other carriers has decreased and is expected to continue to decrease roaming revenues for TDS.

Similarly, TDS’ wireless customers can access another carrier’s network automatically only if the other carrier allows TDS’ customers to roam on its network. TDS relies on roaming agreements with other carriers to provide roaming capability to its customers and expand its product offerings in areas of the U.S. and internationally outside of its service areas and to improve coverage within selected areas of TDS’ network footprint. Although TDS has entered into roaming agreements with national carriers, there is no assurance that TDS will be able to maintain these agreements and/or enter into new agreements with other carriers to provide roaming services or that it will be able to do so on reasonable or cost-effective terms.

Some competitors may be able to obtain lower roaming rates than TDS is able to obtain because they have larger data usage or call volumes or may be able to reduce roaming charges by providing service principally over their own networks. In addition, the quality and availability of services that a wireless carrier delivers to a TDS customer while roaming may be inferior or limited in comparison to the service TDS provides. TDS’ rate of adoption of new technologies, such as those enabling high-speed data and voice services, could affect its ability to enter into or maintain roaming agreements with other carriers. In addition, TDS’ wireless technology may not be compatible with technologies used by other carriers, which may limit the ability of TDS to enter into voice or data roaming agreements with such other carriers. Carriers whose customers roam on TDS’ network could switch their business to new operators, limit their high-speed usage or move traffic to their own networks. Changes in roaming usage patterns, rates for roaming usage, or roaming relationships with other carriers could continue to have an adverse effect on TDS’ roaming revenues and/or expenses.

To the extent that other carriers expand their networks in TDS’ service areas, the roaming arrangements between TDS and these other carriers could become less strategic for them. That is, these other carriers will have fewer or less extensive geographic areas where roaming services are required by their customers and, as a result, the roaming arrangements could become less critical to serving their customer base. This presents a risk to TDS in that, to the extent TDS is not able to enter into economically viable roaming arrangements with these other carriers, this could impact TDS’ ability to service its customers in geographic areas where TDS does not have its own network.

8)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’ businesses are highly technical and competition for skilled talent in the telecommunications industry is intense. Due to competition, limited supply, and/or rising wage levels for qualified management, technical, sales and other personnel, there can be no assurance that TDS will be able to continue to attract and/or retain people of outstanding potential for the development of its business. In addition, a person's expectation of an in-office, remote or hybrid working model could negatively affect talent acquisition and retention. 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 inability to foster and maintain an inclusive work environment, or failure to maintain its commitment to environmental and social responsibility could have an adverse effect on TDS’ business, financial condition or results of operations.

The market for highly skilled leaders in the telecommunications industry also is extremely competitive. The future success of TDS and its businesses depends in substantial part on TDS’ ability to recruit, hire, motivate, develop, and retain talented and highly skilled leaders for all areas of its organization. The loss of any of TDS’ key leaders could have an adverse effect on its business, financial condition or results of operations. Effective succession planning is also important to TDS’ long-term success. Failure to ensure effective transfer of knowledge and smooth transition involving key employees could also adversely affect TDS’ business, financial condition and results of operations.

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9)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.

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:

▪~~Demand~~Consumer ~~for or usage of services~~preferences, ~~particularly~~including ~~data~~internet ~~services~~speed;

▪Demand for leasing space on a tower;

▪Consumer preferences, including internet speed and type of wireless devices;

▪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;

▪The pricing of tower leases that can be charged to third parties;

▪Increases in ground lease rates for owned towers;

▪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;

▪Penetration rates;

▪Churn rates;

▪Selling expenses;

▪Net customer acquisition and retention costs;

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

▪Roaming agreements and rates;

▪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.

1013)AAdvances ~~failure~~or changes in technology could render certain technologies used by TDS toobsolete, ~~obtain~~could ~~access~~put toTDS ~~adequate~~at ~~radio~~a ~~spectrum~~competitive todisadvantage, ~~meet~~could ~~current~~reduce TDS’ revenues or ~~anticipated~~could ~~future~~increase ~~needs~~its ~~and/or~~costs toof ~~accurately~~doing ~~predict~~business. ~~future~~Artificial ~~needs~~intelligence ~~for~~advancements ~~radio~~may ~~spectrum~~put TDS at a competitive disadvantage, in particular if TDS is not able to keep pace with its competitors, which could have an adverse effect on TDS’' business, financial condition or results of operations.

~~TDS’~~The ~~wireless~~telecommunications ~~business~~industry ~~depends~~is onexperiencing ~~the~~significant ~~ability~~changes toin ~~use~~technologies ~~portions~~and ofservices ~~the~~expected ~~radio spectrum licensed~~ by ~~the~~customers, ~~FCC.~~as ~~TDS~~evidenced ~~could~~by ~~fail~~evolving toindustry ~~obtain access to sufficient spectrum capacity~~standards, ~~including~~ongoing ~~spectrum~~improvements ~~needed to support future technologies,~~ in ~~new or existing markets, whether through FCC auctions or other transactions, to meet~~ the ~~anticipated~~capacity ~~spectrum~~and ~~requirements~~quality ~~associated~~of ~~with~~digital ~~increased demand for existing services~~technology, ~~especially~~shorter ~~increases~~development incycles ~~customer demand~~ for ~~data~~new services and ~~network speed~~products, and toenhancements ~~enable~~and ~~deployment~~changes ofin ~~next~~end-~~generation~~user ~~services.~~requirements ~~TDS believes that this increased demand for data services~~ and ~~network speed reflects a trend that will continue for the foreseeable future~~preferences. ~~Data usage~~Also, ~~including~~high-speed ~~usage~~wireless ~~under~~networks ~~unlimited~~(wireless ~~plans,~~broadband) ~~could~~represent ~~exceed current forecasts resulting in~~ a ~~need~~risk for ~~increased~~TDS’ ~~investment~~wireline inand ~~spectrum~~cable orbusinesses ~~other~~as ~~network~~customers ~~components.~~may ~~TDS~~elect ~~could fail~~ to ~~accurately~~substitute ~~forecast~~their ~~its~~wireline ~~future~~or ~~spectrum~~cable ~~requirements~~broadband ~~considering~~connection ~~changes~~with inwireless ~~plan~~broadband. ~~offerings,~~Future ~~customer~~technological ~~usage~~changes ~~patterns~~or advancements, ~~spectrum~~including ~~build-out~~investments ~~and~~in ~~technology~~artificial ~~requirements~~intelligence ~~and~~capabilities, ~~the~~may ~~expanded~~enable ~~demands~~other oftechnologies ~~new~~to ~~services.~~equal ~~Such~~or aexceed ~~failure~~TDS’ ~~could~~current ~~have~~levels anof ~~adverse~~service ~~impact~~and onrender ~~the~~its ~~quality~~system ofinfrastructure obsolete. TDS’ ~~services~~may ornot ~~TDS’~~be ~~ability~~able to ~~roll~~respond ~~out~~to such ~~future~~changes ~~services~~and inimplement ~~some~~new ~~markets,~~technology ~~could~~on ~~require~~a ~~that~~timely ~~TDS~~or ~~curtail existing services to make spectrum available for next~~cost-~~generation~~effective ~~services~~basis, orwhich ~~TDS~~ could bereduce ~~effectively~~its ~~capped~~revenues inor ~~increasing~~increase ~~market~~its ~~share.~~costs Asof ~~spectrum~~doing ~~constrained providers gain customers, they use up their network capacity~~business. ~~Since~~Artificial ~~they~~intelligence ~~lack~~advancements ~~spectrum,~~may ~~they~~put ~~can~~TDS ~~respond~~at toa ~~demand~~competitive ~~only by adding cell sites~~disadvantage, ~~which~~in isparticular ~~capital~~if ~~intensive,~~TDS ~~adds fixed operating costs,~~ is ~~limited~~not byable ~~zoning~~to ~~considerations,~~keep ~~and~~pace ~~ultimately~~with ~~may~~its ~~not be cost effective. Further~~competitors, awhich ~~spectrum~~could ~~constrained~~have ~~provider~~an ~~will~~adverse ~~generally~~effect ~~not~~on beTDS' ~~able~~business, tofinancial ~~achieve~~condition ~~the~~or ~~data~~results ~~speeds~~of ~~that other competitors with more spectrum are able to provide~~operations.

~~TDS~~The ~~may~~development ~~acquire~~and ~~access~~implementation toof ~~spectrum~~new ~~through~~technologies adesigned ~~number~~to ofenhance ~~alternatives,~~the ~~including acquisitions~~efficiency, ~~exchanges~~architecture and ~~participation~~design inof ~~spectrum~~wireless ~~auctions.~~networks ~~TDS~~could ~~may~~lead ~~participate~~to ina ~~spectrum~~reduction ~~auctions conducted by the FCC~~ in ~~the~~demand ~~future.~~for Astower ~~required~~leasing by ~~law, the FCC has conducted auctions for~~ wireless ~~spectrum licenses to use some parts of the radio spectrum~~companies. ~~The~~Certain ~~decision~~emerging totechnologies ~~conduct~~and ~~auctions~~architectures, ~~and~~such ~~the~~as ~~determination~~satellites ~~of what spectrum frequencies will be made available for auction~~ and ~~the~~mesh ~~determination~~transmission ~~of geographic size of wireless spectrum licenses~~systems, ~~are made by the FCC pursuant to laws that it administers. The FCC currently does not have authority to conduct spectrum auctions. The FCC~~ may ~~not~~serve beas ~~able~~substitutes ~~to allocate spectrum sufficient to meet the demands of all those wishing to obtain wireless spectrum licenses~~ for, ~~new market entry~~ or toalternatives ~~expand their spectrum holdings~~ to, ~~meet~~ the ~~expanding~~traditional ~~demand~~tower ~~for~~infrastructure, ~~data~~particularly ~~services~~in orrural ~~to address other spectrum constraints~~markets. ~~Due~~The toextent ~~factors~~and ~~such~~timing asof ~~geographic~~widespread ~~size~~adoption of ~~wireless~~these ~~spectrum~~emerging ~~licenses~~technologies ~~and~~is ~~auction bidders that may raise prices beyond acceptable levels~~uncertain, ~~TDS~~but ~~may~~any ~~not~~significant beshift ~~successful~~could inhave ~~FCC~~an ~~auctions~~adverse ineffect ~~obtaining~~on ~~access~~TDS' tobusiness, ~~the~~financial ~~spectrum~~condition ~~that~~or itresults ~~believes~~of ~~is necessary to implement its business and technology strategies~~operations.

14)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.

~~Table~~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 ~~Contents~~such transactions until a definitive agreement has been reached. These transactions commonly involve a number of risks, including:

~~Access~~▪Identification toof ~~wireless~~assets ~~spectrum licenses won in FCC auctions may not be available on a timely basis. Such access is dependent upon the FCC actually granting wireless spectrum licenses won, which can be rescinded or delayed~~ for ~~various~~acquisition reasons, including but not limited to exceeding spectrum ownership and attribution limits, and safety concerns due to interference with other spectrum bands. Furthermore, newly licensed spectrum may not be available for immediate use since the radio operations of incumbent users, including in some cases government agencies, may need to be relocated to other portions of the radio spectrum, and/or the newly licensed spectrum may be subject to sharing and coordination obligations. TDS also may seek to acquire radio spectrum through purchases and exchanges with other spectrum licensees. However, TDS may not be able to acquire sufficient spectrum through these types of transactions, and TDS may not be able to complete any of these transactions on favorable terms.divestiture;

~~11)Advances~~▪Competition orfor ~~changes~~acquisition intargets ~~technology~~and ~~could~~the ~~render~~ability ~~certain~~to ~~technologies~~acquire ~~used by TDS obsolete, could put TDS~~ at areasonable ~~competitive disadvantage, could reduce TDS’ revenues or could increase its costs of doing business.~~ prices;

~~The~~▪Possible ~~telecommunications~~lack ~~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~~buyers ~~technology, shorter development cycles~~ for ~~new~~assets 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 product offering and opportunity for TDS’ wireless business, but also 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 isdesires ~~at a competitive disadvantage compared~~ to ~~larger~~divest ~~competitors,~~and ~~including cable companies,~~ the ~~national~~ability ~~wireless carriers and other potential large new entrants with much greater financial and other resources in adapting~~ to ~~such~~divest 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~~assets ~~and~~at ~~implement~~reasonable ~~new technology on a timely or cost-effective basis, which could reduce its revenues or increase its costs of doing business.~~prices;

~~12)Complexities~~▪Ability ~~associated~~to ~~with~~negotiate ~~deploying~~favorable ~~new~~terms ~~technologies~~and ~~present~~conditions ~~substantial~~for ~~risk~~acquisitions and ~~TDS’ investments in unproven technologies may not produce the benefits that TDS expects.~~ divestitures;

~~TDS'~~▪Significant ~~wireless~~expenditures ~~business~~associated is deploying 5G technology in its network and has launched commercial 5G services in portions of substantially all of its markets. The continued deployment of 5G technology will require substantial additional investments in TDS' wireless networks to remain competitive in the industry. Transition to 5G or other new technologies involves significant time, cost and risk, and anticipated products and revenues may not be realized. Due to its lack of scale, TDS’ wireless business has higher costs per subscriber than its larger competitors and is balancing the timing of investments, such as its 5G deployment, with ~~liquidity~~acquisitions ~~constraints. Furthermore, the wireless business experiences rapid changes in technology~~ and services and products. If TDS fails to effectively deploy new wireless technologies, services or products on a timely basis, this could have an adverse impact on TDS’ business, financial condition and results of operations.divestitures;

Furthermore, it is not certain that TDS’ investments in various new, unproven technologies and the related service and product offerings will be effective. The markets for some of these services, products and solutions may still be emerging and the overall potential for these markets, including revenues to be realized, may be uncertain. If customer demand for these new services, products and solutions does not develop as expected, TDS’ business, financial condition or results of operations could be adversely affected.

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

TDS has entered into and may continue to enter into agreements to divest of companies, businesses, wireless spectrum and other assets. TDS may also be engaged in the acquisition, divestitures or exchange of companies, businesses, strategic properties, wireless spectrum or other assets. TDS may change the markets in which it operates and the services that it provides through such acquisitions, divestitures and/or exchanges. 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 attractive companies, businesses, properties, spectrum or other assets for acquisition or exchange, and/or the selection of TDS’ businesses or assets for divestiture or exchange;

▪Competition for acquisition targets and the ability to acquire or exchange businesses 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 businesses or assets that TDS desires to divest and the ability to divest or exchange such businesses or assets at reasonable prices;

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

▪Significant expenditures associated with acquisitions, divestitures and exchanges;

▪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;

▪Ability to integrate and manage TDS’ different business operations and services, including wireless services, traditional wireline services and cable businesses;

▪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;

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▪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;

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▪Inability to retain key personnel;

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

▪~~Inability~~Possible conditions to, ~~utilize~~or ~~acquired~~lack ~~wireless~~of, ~~spectrum;~~approvals by government bodies, including the FCC, the Department of Justice and State regulators.

~~▪Inability~~No assurance can be given that TDS will be successful with respect to ~~maintain~~any ~~uniform~~of ~~standards,~~its ~~controls,~~future ~~procedures~~acquisition ~~and~~or ~~policies;~~divestiture strategies or initiatives.

~~▪Possible~~15)Difficulties ~~conditions~~involving tothird ~~approval~~parties byTDS ~~the~~does ~~FCC~~business with, including changes in the ~~Federal~~relationship ~~Trade~~with ~~Commission~~TDS ~~and/~~or ~~the~~financial ~~Department~~or operational difficulties, including supply chain disruptions of ~~Justice;~~key ~~and~~suppliers, could adversely affect TDS’ business, financial condition or results of operations.

~~▪Impairment~~TDS ofdepends ~~relationships~~upon certain vendors to provide it with ~~employees~~equipment, ~~customers~~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 ~~vendors~~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.

NoOperation ~~assurance~~of ~~can~~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 ~~given~~able to adequately maintain a network that supports customer demand. Also, if TDS ~~will~~fails beto ~~successful~~accurately ~~with~~forecast ~~respect~~customer usage and network demands, TDS may have excess supply of network equipment inventory that may need to ~~its~~be ~~acquisition~~written down, ~~divestiture~~depreciated or ~~exchange~~disposed ~~strategies~~at a loss. Further, TDS' supply chain could be disrupted unexpectedly by tariffs, governmental restrictions, raw material shortages, wars, natural disasters, disease or ~~initiatives~~other factors. Supply chain disruptions may result in constraints on network or other equipment, extended lead times, delayed construction and additional uncertainty.

14)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.

TDS has relationships with independent agents and third-party national retailers who market TDS’ services.

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. TDS depends upon certain vendors to provide it with wireless devices that meet its quality and cost requirements on a timely basis to support sales. TDS does not have operational or financial control over such key suppliers and has limited influence with respect to the manner in which these key suppliers conduct their businesses. Further, 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 device inventory and network equipment, including customer premise equipment, require accurate forecasting of customer growth and demand. If overall demand for devices or the mix of demand for devices is significantly different than TDS’ expectations, TDS could face inadequate or excess supplies of particular models of devices. This could result in lost sales opportunities or an excess supply of device inventory that may need to be written down, depreciated, or disposed of for a loss. 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 limited component availability, constraints on certain devices and network equipment, extended lead times, delayed construction and additional uncertainty.

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.

1516)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, ~~including IPTV,~~ 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.

16In 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.

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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 cyber security 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

1617)Uncertainty in TDS’ or ~~UScellular~~Array's future cash flow and liquidity, their level of indebtedness or ~~the~~their inability to access capital, deterioration in the capital markets, changes in interest rates, ~~other~~ changes in TDS~~’ or UScellular~~'s ~~performance~~ or ~~market conditions, changes in TDS~~Array’ ~~or UScellular'~~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 and its subsidiaries operate capital-intensive businesses. Historically, TDS has used internally-generated funds and also has obtained substantial funds from external sources for general corporate purposes. In the past, TDS’ ~~existing~~ability ~~cash~~to ~~and~~make ~~investment~~scheduled ~~balances,~~payments ~~funds~~on ~~available under~~ its ~~financing~~indebtedness ~~agreements, and cash flows from operating and certain investing and financing activities, including sales of assets~~ or ~~businesses, provided sufficient liquidity and financial flexibility for TDS~~ to ~~meet~~refinance ~~its~~it ~~normal day-to-day operating needs and debt service requirements, to finance the build-out and enhancement of markets and to fund acquisitions. There is no assurance that this~~ will bedepend ~~the~~on ~~case in the future. TDS expects to fund~~ its ~~current~~financial ~~fiber plans~~ and ~~E-ACAM~~operating ~~builds~~performance ~~through its plans and actions to reallocate capital among its businesses and investments~~which, ~~including~~in ~~seeking to obtain funding from planned and potential future divestitures. TDS’ liquidity would be adversely affected if~~turn, ~~among other things, cash flows from operations significantly decline, TDS~~ is ~~unable~~subject to ~~implement~~prevailing ~~cost~~economic 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 spectrum license purchases, TDS makes significant capital investments, TDS makes significant business acquisitions, the Los Angeles SMSA Limited Partnership (LA Partnership) and ~~other~~competitive ~~minority-owned~~conditions ~~partnerships discontinue or significantly reduce distributions compared to historical levels, or Federal USF~~ and~~/or~~ other ~~regulatory~~factors ~~support~~beyond ~~payments~~its ~~decline~~control. TDS' liquidity may also be adversely affected by changes in the liquidity of UScellular that impact UScellular's or TDS' ability to comply with certain debt covenants or if UScellular or TDS is unsuccessful in negotiating related consents, waivers, or amendments. These or other developments at UScellular 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.

TDS’ credit rating currently is sub-investment grade. TDS has incurred negative free cash flow (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) at times in past periods, and this could occur in future periods. TDS may require substantial additional capital for, among other uses, capital expenditures, acquisitions, investments in new technologies and fiber deployments, the repurchase of shares, and the payment of dividends. There can be no assurance that sufficient funds will continue to be available to TDS or its subsidiaries on terms or at prices acceptable to TDS. Insufficient cash flows from operating activities, changes in TDS' credit ratings, defaults of the terms of debt or credit agreements, uncertainty of access to capital, deterioration in the capital markets, reduced regulatory capital at banks which in turn limits their ability to lend, other changes in the performance of TDS or in market conditions or other factors could limit or restrict the availability of financing on terms and prices acceptable to TDS, which could require TDS to reduce its capital expenditure, acquisition and business development programs, reduce the development of wireless spectrum licenses, divest assets, reduce or cease share repurchases and/or the payment of dividends. Due to its lack of scale, UScellular has higher costs per subscriber than its competitors and is balancing the timing of investments, such as its 5G deployment, with liquidity constraints. 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. TDS cannot provide assurance that circumstances that could have a material adverse effect on its liquidity or capital resources will not occur. 13

UScellular's credit rating from nationally recognized credit agencies may impact TDS' credit rating as, given UScellular's ownership structure, the rating agencies often consider rating actions related to TDS and UScellular in tandem. To the extent that UScellular's credit rating is downgraded, it may adversely affect TDS' credit rating, which could result in the impacts described above.

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~~17)~~TDS ~~has~~expects ato ~~significant~~fund ~~amount~~its ofcurrent ~~indebtedness~~fiber ~~which~~plans ~~could~~and ~~adversely~~E-ACAM ~~affect~~builds through its ~~financial~~plans ~~performance~~and actions to allocate capital among its businesses and ininvestments. ~~turn~~TDS’ liquidity would be adversely ~~affect~~affected ~~its~~if, ~~ability~~among other things, cash flows from operations significantly decline from anticipated levels, TDS is unable to ~~make~~implement ~~payments~~cost reduction initiatives, TDS is unable to obtain short or long-term financing on ~~its~~acceptable ~~indebtedness~~terms, TDS is not able to comply with ~~terms~~certain of 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 ~~incur~~other ~~additional~~minority-owned ~~debt~~investment interests discontinue or significantly reduce distributions compared to historical levels, or regulatory support payments decline. 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 ~~has~~and aArray ~~significant~~revolving ~~amount~~credit ofagreements, ~~indebtedness~~ and ~~may~~the ~~need~~Array toterm ~~incur~~loan ~~additional~~agreement ~~indebtedness.~~require TDS’ ~~level~~or ofArray, ~~indebtedness~~as ~~could have important consequences. For example~~applicable, ~~it (i) may limit TDS’ ability~~ to ~~obtain~~comply ~~additional~~with ~~financing~~certain ~~for~~affirmative ~~working~~and ~~capital~~negative covenants, ~~capital~~including ~~expenditures~~certain orfinancial ~~general~~covenants. ~~corporate~~Depending ~~purposes,~~on ~~particularly if~~ the ~~ratings~~actual ~~assigned~~financial toperformance ~~its~~of ~~debt securities by rating organizations are revised downward; (ii) will require~~ TDS ~~to dedicate a substantial portion of its cash flow from operations to the payment of interest~~ and ~~principal on its debt~~Array, ~~thereby~~there ~~reducing~~is ~~the~~a ~~funds~~risk ~~available~~that to TDS ~~for~~and/or ~~other~~Array ~~purposes~~could ~~including~~fail ~~expansion~~to ~~through~~satisfy ~~acquisitions,~~the ~~capital~~required ~~expenditures,~~covenants. ~~acquisition~~Restrictions ofincluded ~~wireless~~in ~~spectrum~~such ~~licenses,~~debt ~~payment~~instruments ~~of dividends, marketing spending and expansion of its business; and (iii)~~ may limit TDS’ ~~flexibility~~operating ~~to adjust to changing business~~ and ~~market~~financial ~~conditions~~flexibility. ~~and make~~ TDS ~~more vulnerable to a downturn in general economic conditions as compared to TDS~~’ ~~competitors.~~and ~~TDS~~Array’s ~~ability~~restrictions tocontained ~~make~~in ~~scheduled~~debt ~~payments~~instruments ~~on its indebtedness~~ and/or topossible ~~refinance~~breaches itof ~~will depend on its financial and operating performance which~~covenants, ~~in turn~~defaults, ~~is subject to prevailing economic~~ and ~~competitive~~acceleration ~~conditions~~of ~~and~~indebtedness ~~other~~could ~~factors~~have ~~beyond~~an ~~its~~adverse ~~control.~~effect Aon ~~substantial portion of~~ TDS'’ ~~debt~~business, isfinancial ~~subject~~condition, ~~to variable interest rates~~revenues, ~~which~~results ~~causes~~of ~~TDS~~operations toand becash ~~vulnerable to unfavorable changes in market interest rates~~flows.

~~The~~ TDS’ ~~and UScellular revolving~~ credit ~~agreements,~~ratings ~~the~~from ~~TDS~~nationally ~~and~~recognized ~~UScellular term loan agreements, the TDS and UScellular export~~ credit ~~financing~~agencies ~~agreements~~or ~~and~~other ~~the~~factors ~~UScellular~~could ~~receivables~~limit ~~securitization agreement require TDS~~ or ~~UScellular,~~restrict ~~as applicable, to comply with certain affirmative and negative covenants, including certain financial covenants. Depending on~~ the ~~actual~~availability ~~financial performance~~ of ~~TDS~~financing ~~and~~on ~~UScellular,~~terms ~~there is a risk that TDS~~ and~~/or~~ ~~UScellular~~prices ~~could~~acceptable ~~fail~~ to ~~satisfy the required financial covenants. This risk has increased with~~ TDS~~' recent financial and operating performance. If TDS or UScellular breach a financial or other covenant of any of these agreements~~, itwhich ~~would result in a default under that agreement, and~~ could ~~involve~~impact aTDS’ ~~cross-default~~business ~~under other debt instruments~~operations. ~~This~~Given ~~could~~Array’s inownership ~~turn cause the affected lenders to accelerate the repayment of principal and accrued interest on any outstanding debt under such agreements and~~structure, ~~if they choose, terminate~~ the ~~agreement.~~rating Ifagencies ~~appropriate,~~often ~~TDS~~consider ~~and~~rating ~~UScellular~~actions ~~may~~related ~~request an amendment~~ to ~~one or more credit agreements to adjust financial covenants to provide additional financial flexibility to~~ TDS and ~~UScellular,~~Array ~~and~~in ~~may also seek other changes to such agreements~~tandem. ~~There~~To isthe noextent ~~assurance~~ that ~~the~~Array’s ~~lenders~~credit ~~will~~rating ~~agree~~is ~~to any amendments. If the lenders agree to amendments~~downgraded, ~~this~~it may ~~result~~adversely inaffect ~~additional~~TDS’ ~~payments~~credit orrating, ~~higher~~which ~~interest~~could ~~rates~~impact ~~payable to the lenders and/or additional restrictions. Restrictions with such debt instruments may limit~~ TDS’ ~~operating and financial flexibility~~liquidity.

~~As a result,~~ 18)TDS’ ~~level~~assets ofand ~~indebtedness,~~revenue ~~restrictions~~are ~~contained~~concentrated primarily in ~~debt~~the ~~instruments~~U.S. ~~and/or~~telecommunications ~~possible~~industry. ~~breaches of covenants~~Consequently, ~~defaults,~~its ~~and~~operating ~~acceleration~~results ofmay ~~indebtedness~~fluctuate ~~could~~based ~~have an adverse effect~~ on ~~TDS’~~factors ~~business,~~related ~~financial~~primarily ~~condition,~~to ~~revenues,~~conditions ~~results~~in ofthis ~~operations and cash flows~~industry.

~~18)~~TDS’ ~~has~~focus ~~entered~~on ~~into~~the aU.S. ~~Senior~~telecommunications ~~Secured~~industry, ~~Credit~~together ~~Agreement~~with ~~that~~its ~~imposes~~lack ~~certain~~of ~~restrictions~~scale onrelative ~~its~~to ~~business~~larger ~~and~~competitors ~~operations~~with ~~that~~greater resources within the industry, may ~~affect~~represent ~~its~~increased risk for investors due to the lack of diversification. This could have an adverse effect on TDS’ ability to ~~operate~~attain ~~its~~and ~~business~~sustain long-term, profitable revenue growth and ~~make~~could ~~payments~~have an adverse effect on its ~~indebtedness~~business, financial condition, cash flows, or results of operations.

~~TDS entered into a senior secured credit agreement on September 28, 2023 (the Senior Secured Credit Agreement~~19)~~. The Senior Secured Credit Agreement provides~~ TDS ~~with~~has asignificant ~~$300~~investments ~~million~~in ~~secured~~wireless ~~term~~operating ~~loan~~entities ~~credit~~that ~~facility~~it ~~for~~does ~~general~~not ~~corporate purposes~~control. ~~Pursuant~~Losses toin 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 ~~UScellular,~~or ~~(ii)~~cash ~~equity~~flows ~~interests~~from insuch ~~certain~~investments ~~wholly-owned~~could ~~subsidiaries~~have ofan ~~TDS~~adverse ~~and~~effect ~~(iii)~~on ~~all or substantially all of~~ TDS’ ~~personal~~financial 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 Agreementcondition, ~~including,~~cash ~~without~~flows ~~limitation, and subject to customary exceptions, (i) equity interests in certain wholly-owned subsidiaries of such subsidiaries and (ii) all~~ or ~~substantially~~results ~~all~~ of ~~the personal property of such guarantor subsidiaries that does not consist of equity interests~~operations.

~~The~~TDS ~~Senior~~has ~~Secured~~significant ~~Credit~~investments ~~Agreement~~in ~~includes~~wireless ~~representations~~operating ~~and~~entities ~~warranties, covenants, events of default and other terms and conditions~~ that ~~are~~it ~~substantially~~does ~~similar~~not tocontrol. TDS’ ~~existing~~interests ~~term~~in ~~loan~~such ~~and~~entities ~~revolving~~do ~~credit~~not ~~agreements.~~provide ~~Under the Senior Secured Credit Agreement,~~ TDS ~~is required to comply~~ with ~~certain~~control ~~financial~~over ~~covenants. Depending on~~ the ~~actual~~business strategy, financial ~~performance of TDS~~goals, ~~there~~network isbuild-out aplans ~~risk~~or ~~that~~other ~~TDS~~operational ~~could~~aspects ~~fail~~of tothese ~~satisfy the required financial covenants~~entities. ATDS ~~failure~~cannot toprovide ~~comply~~assurance ~~with~~that ~~the~~these ~~financial~~entities ~~covenants~~will inoperate ~~the Senior Secured Credit Agreement could result~~ in ana ~~event~~manner ofthat ~~default,~~will ~~which,~~increase ~~if not cured~~ or ~~waived~~maintain ~~could~~the ~~have~~value aof ~~material adverse effect on~~ TDS'’ ~~business~~investments, ~~financial~~that ~~condition,~~TDS’ ~~and~~proportionate ~~profitability.~~share ~~Upon the occurrence and during the continuance~~ of anincome ~~event~~from ofthese ~~default~~investments ~~under~~will ~~the~~continue ~~Senior~~at ~~Secured Credit Agreement,~~ the ~~lenders~~current ~~and~~level ~~certain~~in ~~parties to~~ the ~~Senior~~future ~~Secured~~or ~~Credit~~that ~~Agreement~~TDS ~~may~~will ~~require~~not ~~all~~incur ~~borrowings~~losses ~~outstanding~~from ~~under~~ the ~~Senior~~holding ~~Secured~~of ~~Credit~~such ~~Agreement to be due and payable~~investments. ~~Further,~~Losses ~~upon~~in the ~~occurrence~~values of ~~and during the continuance of an event of default,~~ such ~~parties~~investments ~~may~~or ~~exercise~~a ~~remedies~~reduction ~~with~~in ~~respect~~income toand ~~the~~distributions ~~collateral~~from ~~securing~~these ~~the~~investments ~~Senior~~could ~~Secured~~adversely ~~Credit~~affect ~~Agreement,~~TDS’ ~~which~~financial ~~remedies may include foreclosing upon~~condition, ~~credit~~cash ~~bidding~~flows ~~and/~~or ~~liquidating~~results ~~such~~of ~~collateral~~operations. ~~If TDS' indebtedness were to be accelerated, there can be no assurance that the assets would be sufficient to repay such indebtedness in full.~~

19)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.

The U.S. telecommunications industry is facing significant change and an uncertain operating environment. 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 or results of operations.

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

TDS has significant investments in entities that it does not control, including equity investments and interests in certain variable interest entities. 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 from these investments could adversely affect TDS’ financial condition or results of operations. In addition, certain investments have historically contributed significant cash flows to TDS and a reduction or suspension of such cash flows could adversely affect TDS’ cash flows and financial condition.

Regulatory, Legal and Governance Risk Factors

2120)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. ~~Changes~~Both in the ~~administration~~FAA ofand the ~~various~~FCC ~~regulatory~~regulate ~~agencies~~the ~~and~~construction, ~~legislative~~modification, ~~bodies are resulting in~~ and ~~could~~maintenance ~~continue~~of totowers ~~result in different policies with respect to many federal laws~~ and ~~regulations,~~structures ~~including~~that ~~but~~support ~~not~~antennas ~~limited~~used tofor ~~changes~~wireless tocommunications ~~fiscal~~ and ~~tax~~radio ~~policies, trade policies, tariffs on imported goods, climate change~~ and ~~workforce-related~~television ~~practices~~broadcasts. ~~New~~FAA ~~or amended regulatory requirements could increase TDS’ costs~~ and ~~divert~~FCC ~~resources~~regulations ~~from~~govern ~~other initiatives. Adverse decisions~~construction, ~~increased regulation~~lighting, ~~or changes to existing regulation by regulatory bodies could negatively impact TDS’ operations by~~painting, ~~among~~marking ~~other things, restricting energy consumption or access to grid electricity, permitting greater competition or limiting TDS’ ability to engage in certain sales or marketing activities, or retention~~ and ~~recruitment~~registration of ~~skilled resources~~towers. ~~New~~Certain ~~regulatory~~proposals ~~mandates~~to orconstruct ~~enforcement~~new ~~may require unexpected or increased capital expenditures~~towers, ~~lost revenues, higher operating expenses~~ or ~~other changes. Court decisions and rulemakings could have a substantial impact on TDS’ operations, including rulemakings on broadband access~~ to ~~the~~modify ~~internet, intercarrier access compensation, state and federal support funding, court decisions regarding the FCC's universal service fund program, and treatment of VoIP traffic~~ or ~~unbundled~~add ~~network~~new ~~elements~~equipment ~~or,~~to ~~more~~existing ~~broadly~~towers, ~~the~~may ~~scope~~require ofreview ~~authority~~by of the ~~federal~~FAA ~~agencies that regulate TDS. Litigation and different objectives among federal and state regulators could create uncertainty and delay TDS’ ability~~ to ~~respond~~ensure tothat ~~new~~the ~~regulations.~~tower ~~Further,~~will ~~wireless~~not ~~spectrum~~present ~~licenses~~a ~~and~~hazard ~~cable franchise rights are subject~~ to ~~renewal~~air ~~by a granting authority and could be revoked in the event of a violation of applicable laws or regulatory requirements~~navigation. ~~Also,~~Array ~~the~~bears ~~FCC~~certain ~~recently~~responsibilities ~~renewed~~under ~~its~~these ~~decision to regulate Broadband Internet Access Service (BIAS)~~regulations, including ~~reclassifying~~notifying ~~BIAS as a telecommunications service under Title II of~~ the ~~Communications~~FAA ~~Act and mobile BIAS as a commercial mobile radio service. However, the Sixth Circuit Court~~ of ~~Appeals~~any ~~struck~~lighting ~~down the FCC’s Order, halting implementation~~outages. ~~Some~~Failure ~~state~~to ~~legislators~~comply ~~and~~with ~~regulators~~existing ~~are seeking to~~ or ~~have~~future ~~already~~applicable ~~enacted~~requirements ~~state~~may ~~net~~lead ~~neutrality laws and regulations, and it is unclear whether more states will seek~~ to docivil ~~so.~~penalties ~~Interpretation~~or ~~and~~other ~~application~~liabilities ~~of these rules~~ and ofmay ~~rules~~subject ~~relating~~Array to ~~other~~significant ~~recent~~indemnification ~~NPRMs~~liability ~~issued by the FCC (for example, with respect~~ to ~~digital~~its ~~discrimination),~~customers ~~including~~against ~~conflicts~~any ~~between~~such ~~federal~~failure ~~and state laws, may result in additional costs for compliance and may limit opportunities~~ to ~~derive profits from certain business practices or resources~~comply.

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.

1914

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2221)TDS' ~~receives~~receipt ~~significant~~of ~~regulatory~~financial support, ~~and~~through isvarious ~~also~~government ~~subject~~programs tofor ~~numerous~~its ~~surcharges~~deployment ~~and~~of ~~fees~~telecommunications ~~from~~and ~~federal,~~broadband ~~state~~networks and ~~local~~services, ~~governments~~its –ability ~~the~~to ~~applicability~~properly calculate and ~~the~~pay ~~amount~~fees ~~of the support~~ and ~~fees~~surcharges ~~are~~for ~~subject~~its ~~to uncertainty~~services, ~~including~~and ~~the~~its ability to continue to pass through and collect from its customers certain of those fees and surcharges is subject to ~~customers~~uncertainty, ~~and~~the ~~this~~result ~~uncertainty~~of which could have an adverse effect on TDS’ business, financial condition or results of operations.

~~Telecommunications~~TDS ~~companies~~Telecom ~~may~~receives befinancial ~~designated~~support byfrom ~~states, or in some cases by~~ the FCC, asand anstate ~~Eligible~~regulatory ~~Telecommunications~~authorities ~~Carrier (ETC)~~ to ~~receive~~facilitate ~~universal~~its ~~service~~deployment ~~support~~of ~~payments~~telecommunications ifand ~~they~~broadband ~~provide~~networks ~~specified~~and services, particularly in ~~“high-cost” areas. UScellular has been~~ designated ~~as an ETC in certain states and received $92 million in~~ “high~~-cost~~ ~~support for service to high-~~cost” areas ~~in 2024~~. ~~While~~TDS ~~there~~Telecom isalso ~~uncertainty,~~receives ~~UScellular expects regulatory~~ support ~~payments~~under torelated ~~decline in future periods~~programs, ~~and~~such ~~there~~as ~~is no assurance that UScellular will qualify for future regulatory support programs. TDS Telecom also received support under~~ the Connect America Fund support program. The ~~ACAM~~Connect ~~and~~America ~~E-ACAM~~Fund ~~programs~~support ~~have~~program imposes build-out requirements on TDS Telecom that may not be met, ~~which~~and ~~would~~a failure to meet these requirements can result in penalties, loss of support and/or deferral of future revenues. ~~In 2024, TDS Telecom received $114 million under all federal regulatory support programs.~~ There is no assurance that ~~regulatory~~these financial support payments will continue for TDS Telecom, and there is no assurance that TDS Telecom will qualify for future ~~regulatory support~~ programs. If ~~regulatory~~financial 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. Adding to this uncertainty are a series of court cases challenging the constitutionality of the universal service fund program that establishes and administers these regulatory support payments. 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. TDS anticipates oral arguments to occur in the end of March 2025 and that the court could potentially release a decision in mid-2025. This ruling may have significant adverse effects on the funding that UScellular and TDS Telecom receives from programs like USF high-cost support and E-ACAM. Additionally, the ruling may have significant adverse effects on federal government supported programs that many of UScellular’s and TDS Telecom’s customers benefit from. In addition, a working group within Congress is considering legislative reform of the universal service funding program, but has not yet released legislative text. In addition, any change in the approval by the federal government to spending programs such as USF and E-ACAM could have a significant adverse impact on TDS’ cash flows and financial condition.

Telecommunications providers pay a variety of ~~surcharges~~fees and ~~fees~~surcharges on their gross revenues from ~~interstate~~the ~~and~~provision ~~intrastate services, including USF fees and common carrier regulatory fees. The division~~ of ~~services between~~ interstate ~~services~~ and intrastate services,. ~~including~~Some ~~the~~of ~~divisions~~these ~~associated with Federal USF~~ fees, ~~is a matter of interpretation~~ and insurcharges ~~the~~finance ~~future may be contested by~~ the ~~FCC~~cost orof ~~state authorities. The FCC in~~ the ~~future~~support ~~also~~programs ~~may~~from ~~change the basis on~~ which ~~Federal~~TDS ~~USF~~Telecom ~~fees are charged~~benefits. The ~~Federal~~application ~~government and many states also apply transaction-based taxes to sales~~ of ~~telecommunications~~these ~~services~~fees and ~~products~~surcharges ~~and~~can, todepending ~~purchases~~on ofthe ~~telecommunications services from various carriers. In addition~~circumstances, ~~state~~be ~~regulators~~complex and ~~local~~difficult ~~governments have imposed and may continue~~ to ~~impose various surcharges, taxes and fees on telecommunications services~~assess. ~~The~~Drawing ~~applicability~~distinctions ofbetween ~~these~~interstate ~~surcharges~~ and ~~fees~~intrastate ~~to TDS’~~ services ~~is uncertain in many cases and periodically~~, ~~state~~ and ~~federal~~thus ~~regulators~~apportioning ~~may~~fees ~~increase~~and ~~or change the~~ surcharges ~~and~~across ~~fees TDS currently pays. In some instances~~jurisdictions, ~~TDS~~also ~~passes~~can ~~through~~be ~~these~~complex ~~charges~~and toinvolve ~~its~~differing ~~customers.~~regulatory ~~However~~interpretations, ~~Congress,~~including by the FCC, ~~state regulatory agencies~~ or state ~~legislatures~~authorities. ~~may~~If ~~limit~~TDS ~~the~~fails ~~ability~~ to ~~pass~~assess ~~through~~these ~~transaction-based~~fees ~~tax~~and ~~liabilities, regulatory~~ surcharges ~~and~~in ~~regulatory~~a ~~fees~~manner ~~imposed~~that onFCC ~~TDS to customers. TDS may~~ or ~~may~~state ~~not~~authorities bedeem ~~able~~compliant, tothis ~~recover~~could ~~some~~have oran ~~all~~adverse ~~those~~effect ~~taxes~~on ~~from~~TDS’ ~~its~~business ~~customers~~ and ~~the~~financial ~~amount of taxes may deter demand for its services or increase its cost to provide service~~condition.

~~23)Settlements~~Federal, ~~judgments~~state, ~~restraints~~and local authorities impose and may continue to impose various surcharges, taxes and fees on ~~its~~the ~~current~~provision orof ~~future~~telecommunications ~~manner~~services. The applicability of ~~doing~~these ~~business~~surcharges, taxes and/ fees is uncertain in many cases and, periodically, federal, state or ~~costs~~local ~~resulting~~regulators ~~from~~may ~~pending~~increase or change the surcharges, taxes and fees that TDS Telecom currently pays. In some instances, where permitted by law, TDS Telecom passes through and collects these sums from its customers. It is possible, however, that regulators may in the future ~~legal~~limit the ability of service providers to pass through and ~~policy~~collect ~~proceedings~~these sums from customers. Any such limitation could have ana ~~adverse~~material ~~effect~~impact on TDS’ ~~business,~~Telecom ~~financial~~and ~~condition~~thus orTDS’ ~~results~~financial ofcondition ~~operations.~~and business.

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.

~~See~~23)Certain ~~Note~~matters, 15such —as ~~Commitments~~control by the TDS Voting Trust and ~~Contingencies~~provisions in the ~~Notes~~TDS Restated Certificate of Incorporation, may serve to ~~Consolidated~~discourage ~~Financial~~or ~~Statements~~make ~~for~~more ~~additional~~difficult ~~information~~a ~~related~~change toin ~~legal~~control ~~proceedings~~of TDS or have other consequences.

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24)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.

Media reports and certain professional studies have suggested that certain 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, and may interfere with various electronic medical devices, including hearing aids and pacemakers. There may also be safety concerns related to frequencies used by wireless devices interfering with frequencies used by other industries, including but not limited to, the concerns of the Federal Aviation Administration regarding potential interference of 5G deployment with altimeters used by aircraft, which could impact deployment of certain wireless spectrum. TDS is a party to and may in the future be a party to lawsuits against wireless carriers and other parties claiming damages for alleged health effects, including cancer or tumors, arising from wireless phones, radio frequency transmitters, or harmful emissions from network equipment. Concerns over radio frequency emissions may discourage use of wireless devices or expose TDS to potential litigation. In addition, the FCC or other regulatory authorities may adopt regulations in response to concerns about radio frequency or harmful network equipment emissions. Any resulting decrease in demand for wireless services, costs of litigation and damage awards or regulation could have an adverse effect on TDS’ business, financial condition or results of operations.

In addition, some studies have indicated that some aspects of using a wireless device while driving may impair a driver's attention in certain circumstances, making accidents more likely. These concerns could lead to potential litigation relating to accidents, deaths or serious bodily injuries.

25)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.

TDS faces possible effects of industry litigation relating to patents, other intellectual property or otherwise, that may restrict TDS’ access to devices or network equipment critical to providing services to customers. If technology that TDS uses in products or services were determined by a court to infringe a patent or other intellectual property right held by another person, TDS could be precluded from using that technology and could be required to pay significant monetary damages. TDS also may be required to pay significant royalties to such person to continue to use such technology in the future. The successful enforcement of any intellectual property rights, or TDS’ inability to negotiate a license for such rights on acceptable terms, could force TDS to cease using the relevant technology and offering services incorporating the technology. Any litigation to determine the validity of claims that TDS’ products or services infringe or may infringe intellectual property rights of another, regardless of their merit or resolution, could be costly and divert the effort and attention of TDS’ management and technical personnel. Regardless of the merits of any specific claim, TDS cannot give assurance that it would prevail in litigation because of the complex technical issues and inherent uncertainties in intellectual property litigation. Although TDS generally seeks to obtain indemnification agreements from vendors that provide it with technology, there can be no assurance that any claim of infringement will be covered by an indemnity or that TDS will be able to recover all or any of its losses and costs under any available indemnity agreements. Any claims of infringement of intellectual property and proprietary rights of others could prevent TDS from using necessary technology to provide its services or subject TDS to expensive intellectual property litigation or monetary penalties.

26)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.

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 in the election of directors) vote as a separate group ~~only~~ with respect to the election of 25% ~~(plus~~of ~~one)~~the total number of directors (rounded up to the ~~directors~~nearest whole number plus one director). 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.

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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~~that 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

2724)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 ~~experiences~~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~~, including denial of service attacks which may cause TDS' services to be disrupted or unavailable to customers~~. 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~~measures, 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 ~~billings, 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. ~~See Item 1C. Cybersecurity of this Form 10-K for additional information.~~

2825)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.

29)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.16

Public health emergencies pose the risk that TDS or its associates, agents, partners and suppliers may be unable to conduct business activities for an extended period of time and/or provide the level of service expected. TDS' ability to attract customers, maintain an adequate supply chain and execute on its business strategies and initiatives could be negatively impacted by public health emergencies. Additionally, public health emergencies could cause increased unemployment and an economic downturn, both of which could negatively impact TDS. The extent of the impact of public health emergencies on TDS' business, financial condition and results of operations will depend on the severity and duration of the emergency, actions taken by governmental authorities and other possible direct and indirect consequences, all of which are uncertain and cannot be predicted.

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Item 1B. Unresolved Staff Comments

None.

Item 1C. Cybersecurity

~~The~~Cybersecurity ~~TDS~~Program information security program is based on a defense-in-depth approach and aligns with the National Institute of Standards and Technology (NIST) cybersecurity framework. Security control and maturity assessments are conducted periodically leveraging this standard. TDS also leverages internal and external auditors and consultants to perform independent assessments and tests of security controls. The assessment results are used to drive continuous improvement in the TDS cybersecurity control environment, as well as to manage potential data security risks of third-party service providers. Overview

~~TDS~~The identifies risks across the threat and vulnerability landscape using various commercial, government, vendor and publicly available information sources and tools. Risks related to third-party providers who have access to TDS ~~data~~cybersecurity ~~and~~program ~~systems~~is ~~are~~based ~~identified,~~on ~~assessed and managed through~~ a ~~formal third~~defense-~~party risk assessment process. Third~~in-~~parties~~depth ~~who~~approach ~~access~~aligned ~~sensitive~~with ~~company~~the orNational ~~customer~~Institute ~~information~~of ~~are~~Standards ~~contractually~~and ~~obligated~~Technology to(NIST) ~~meet~~Cybersecurity ~~specific privacy and security requirements~~Framework. ~~The~~Led ~~TDS~~by ~~security operations program includes active monitoring of~~ the ~~internal~~TDS ~~data~~Chief ~~environment~~Information ~~and~~Security ~~regular~~Officer ~~assessment~~(CISO), of the ~~environments~~program ofis ~~third-party~~designed ~~service~~to ~~providers who manage sensitive data. In addition~~identify, ~~TDS~~assess ~~security~~and ~~leaders~~mitigate ~~conduct regular~~ cyber ~~incident simulations to ensure preparedness in the event of a cyber-attack and further test potential~~ risks. ~~Identified risks are evaluated against a risk classification framework~~ to ~~direct~~TDS' ~~remediation~~business, ~~mitigation~~associates and ~~management efforts based on severity~~stakeholders. ~~Cybersecurity risks are integrated into the TDS Enterprise Risk Management (ERM) program with updates provided on a quarterly basis.~~

~~The~~Risks ~~TDS~~are ~~Chief~~identified ~~Information~~across ~~Security~~the ~~Officer~~threat ~~(CISO)~~ and ~~UScellular~~vulnerability ~~Senior~~landscape ~~Vice~~using ~~President~~commercial, ofgovernment, ~~Information~~vendor ~~Technology are responsible for assessing~~ and ~~managing~~publicly ~~cybersecurity~~available ~~risks. Each has over twenty years of experience at the company, encompassing network engineering,~~ information ~~technology~~sources and ~~cyber security~~tools. ~~Management~~Identified ~~has~~risks aare ~~depth~~evaluated ofagainst ~~cybersecurity~~a ~~experience~~risk ~~focused~~classification onframework ~~increasing the organization's resilience~~ to ~~security~~direct ~~threats~~remediation, ~~and~~mitigation ~~stays current on new developments through continuing education~~ and ~~monitoring~~management ofefforts ~~the~~based ~~cybersecurity~~on ~~landscape~~severity. AsCybersecurity ~~part~~risks ~~of their accountability for incident response, significant incidents~~ are ~~communicated~~integrated tointo ~~an internal committee including~~ the ~~Chief Financial Officer and general counsel to assess their materiality and if materiality is confirmed it is reported by the defined process. To date~~ TDS ~~has~~Enterprise ~~not~~Risk ~~identified~~Management ~~nor~~(ERM) ~~become~~program ~~aware~~with ofupdates ~~any~~provided ~~cybersecurity~~on ~~incidents~~a ~~that~~quarterly ~~individually or in aggregate have materially affected or are reasonably likely to materially affect the company, including its business strategy, results of operations, or financial condition~~basis.

~~The~~TDS ~~full~~maintains ~~Board~~a ofrobust ~~Directors~~cybersecurity ~~engages~~controls inenvironment, ~~oversight~~underpinning of TDS' ~~cybersecurity~~Sarbanes-Oxley ~~risks.~~(SOX) ~~The~~compliance ~~Board~~efforts, ofto ~~Directors~~foster ~~receives~~confidentiality, ~~regular~~integrity ~~updates from management on technology~~ and ~~security~~availability ~~updates and TDS’ assessment~~ of ~~cybersecurity~~data. ~~threats~~Security control and ~~mitigation~~maturity ~~plans.~~assessments ~~The~~leveraging ~~TDS~~the ~~CISO~~NIST ~~and~~Cybersecurity ~~UScellular~~Framework ~~Senior~~are ~~Vice~~conducted ~~President~~regularly ofwith ~~Information~~results ~~Technology~~reported ~~provide~~to the ~~full~~Audit ~~Board~~Committee ofon ~~Directors~~ an annual ~~update and discussion of the cybersecurity program~~basis. ~~The~~ TDS ~~Audit~~also ~~Committee~~leverages ~~oversees the processes over~~ internal ~~controls~~ and ~~financial~~external ~~reporting~~auditors ~~that includes controls~~ and ~~procedures~~consultants ~~that are designed~~ to ~~ensure~~perform ~~that~~independent ~~significant~~assessments ~~cybersecurity incidents are communicated to both senior management~~ and ~~the~~tests ~~Audit Committee. The Audit Committee meets with the TDS CISO and UScellular Senior Vice President~~ of ~~Information~~security ~~Technology at least two times per year~~controls. ~~Cybersecurity~~These isassessment ~~also~~results ~~discussed~~are ~~with~~used ~~the~~to ~~Technology~~drive ~~Advisory~~continuous ~~Group~~improvement ofin the ~~Board~~TDS ofcybersecurity ~~Directors~~control ~~as warranted, typically on an annual basis~~environment.

23Third-party providers with access to TDS data and systems are subject to a formal risk assessment process. This includes evidence-based reviews, such as SOC 2 Type 2 reports. Third-parties who access sensitive company or customer information are contractually obligated to meet specific privacy and security requirements.

The TDS security operations program provides advanced monitoring, threat detection and response to security events. This includes active monitoring of the internal environment as well as regular assessment of the environments of third-party service providers who manage sensitive data. TDS has a robust security awareness program. All associates complete security awareness training during onboarding and annually, with additional targeted training and frequent phishing simulations conducted throughout the year. Regular cyber incident simulations are conducted at the technical, executive management and board levels to evaluate and improve preparedness for a cyber incident.

Governance and Oversight

Cyber risk management is led by the TDS CISO, who has over twenty-five years of experience at TDS across network engineering, information technology and cybersecurity, including over four years of board-level reporting on cybersecurity. The CISO has extensive cybersecurity experience in the telecommunications industry and stays current on new developments through continuing education and collaboration with private sector and government partners.

The full Board of Directors engages in oversight of TDS' cybersecurity risks. The Board of Directors receives regular updates from management on technology developments, cybersecurity threats and mitigation plans. The TDS CISO provides the full Board of Directors an annual update and discussion of the cybersecurity program. The Audit Committee oversees the processes over internal controls and financial reporting that includes controls and procedures regarding cybersecurity risk. The TDS CISO briefs the Audit Committee at least two times per year. Cybersecurity is also discussed with the Technology Advisory Group of the Board of Directors as warranted.

Materiality and Disclosure

Significant cybersecurity incidents are communicated directly to senior management and the Board of Directors. These incidents are reviewed by an internal committee, including the Chief Financial Officer and General Counsel, to assess their materiality in accordance with SEC requirements. To date, TDS has not identified nor become aware of any cybersecurity incidents that individually or in aggregate have materially affected or are reasonably likely to materially affect TDS, including its business strategy, results of operations, or financial condition.

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Item 2. Properties

~~UScellular’s~~TDS ~~local~~has ~~business~~properties ~~offices,~~located ~~cell~~throughout ~~sites,~~the ~~cell~~United ~~site~~States. ~~equipment,~~As ~~connectivity~~of ~~centers~~December 31, ~~data centers~~2025, ~~call~~the ~~centers~~gross ~~and~~investment ~~retail stores are located primarily~~ in ~~UScellular’s~~property, ~~operating~~plant ~~markets.~~and ~~These~~equipment ~~properties~~was ~~are either owned or leased by UScellular~~$5,962.3 ~~one~~million ofat ~~its~~TDS ~~subsidiaries~~Telecom, ~~or the partnership~~$1,079.0 ~~limited~~million ~~liability~~at ~~company~~Array orand ~~corporation~~$80.8 ~~which~~million ~~holds~~at ~~the~~Parent ~~license~~& ~~issued by the FCC~~Other.

~~TDS~~As ~~Telecom~~of December 31, 2025, Array owns or4,450 ~~leases~~towers ~~its~~in ~~physical~~19 ~~assets~~states. ~~consisting~~These ofsites ~~cable~~are ~~and~~primarily ~~telephone~~located ~~distribution~~in ~~networks~~New England, ~~headends~~the Mid-Atlantic, ~~network~~the ~~electronic~~Midwest ~~equipment~~and Great Plains, ~~customer~~and ~~premise~~the ~~equipment~~Pacific Northwest. Array's portfolio consists of monopole, ~~land~~self-support (lattice), and ~~buildings~~guyed towers. Array’s corporate headquarters is located in Chicago, IL.

TDS Telecom owns or leases its physical assets consisting of cable and telephone distribution networks, headends, network electronic equipment, customer premise equipment, land and buildings. TDS Telecom's corporate headquarters is located in Madison, WI.

Parent and Other fixed assets consist of assets, which are either owned or leased, at TDS Corporate and Suttle-Straus.

~~As of December 31, 2024, the gross investment in property, plant and equipment was $8,387 million at UScellular, $5,890 million at TDS Telecom and $85 million at Parent & Other.~~ See Note 10 — Property, Plant and Equipment in the Notes to Consolidated Financial Statements for additional information.

Item 3. Legal Proceedings

For more information related to legal proceedings, see Note 15 — Commitments and Contingencies in the Notes to Consolidated Financial Statements.

Item 4. Mine Safety Disclosures

Not applicable.

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Common Stock Information

TDS' Common Shares are listed on the New York Stock Exchange under the symbol “TDS.” As of January 3130, ~~2025~~2026, the last trading day of the month, TDS Common Shares were held by 1,~~490~~411 record owners, and the Series A Common Shares were held by 6465 record owners.

TDS paid ~~dividends per outstanding share of $0.19 in the first quarter of 2024 and $0.04 in each of the second, third and fourth quarters of 2024. TDS paid~~ quarterly dividends per outstanding share of $0.~~185~~04 in ~~2023 and $0~~2025.~~180~~ ~~in 2022. TDS has paid cash dividends on its common stock since 1974.~~ 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.

The Common Shares of ~~United States Cellular Corporation~~Array, an 8382.0%-owned subsidiary of TDS, are listed on the New York Stock Exchange under the symbol “~~USM.~~AD”.

Array has not paid any regular cash dividends in past periods. In conjunction with the close of the transaction of the sale of Array's wireless operations to T-Mobile on 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 shareholders of record on August 11, 2025, which was paid on August 19, 2025. In conjunction with the close of the transaction of the sale of spectrum licenses to AT&T on January 13, 2026, on this same date, the Array Board of Directors declared a special dividend per Common and Series A outstanding share of $10.25 for shareholders of record on January 23, 2026, which was paid on February 2, 2026. Array expects its pending sale of spectrum licenses to Verizon, which is subject to regulatory approval and customary closing conditions, to deliver substantial proceeds and expects its Board of Directors to declare a special dividend upon closure of the transaction. While no decisions have been made, the Array Board of Directors may declare regular cash dividends after the close of the Verizon transaction.

Stock Performance Graph

The following chart provides a comparison of TDS’ cumulative total return to shareholders (stock price appreciation plus dividends) during the previous five years to the returns of the Standard & Poor's 500 Composite Stock Price Index and the Dow Jones U.S. Telecommunications Index.

Note: Cumulative total return assumes reinvestment of dividends.

	2019		2020		2021		2022		2023		2024
TDS Common Shares (NYSE: TDS)	$	100	$	75.69	$	84.84	$	46.43	$	86.50	$	163.50
S&P 500 Index	100		118.40		152.39		124.79		157.59		197.02
Dow Jones U.S. Telecommunications Index	100		94.08		85.93		80.99		83.83		108.72

The comparison above assumes $100.00 invested at the close of trading on the last trading day of 2019, in TDS Common Shares, S&P 500 Index and the Dow Jones U.S. Telecommunications Index.

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	2020		2021		2022		2023		2024		2025
TDS Common Shares (NYSE: TDS)	$	100	$	112.09	$	61.34	$	114.27	$	216.01	$	260.75
S&P 500 Index	100		128.71		105.40		133.10		166.40		196.16
Dow Jones U.S. Telecommunications Index	100		91.34		86.09		89.10		115.57		123.65

The comparison above assumes $100.00 invested at the close of trading on the last trading day of 2020, in TDS Common Shares, S&P 500 Index and the Dow Jones U.S. Telecommunications Index.

Dividend Reinvestment Plan

TDS’ dividend reinvestment plans provide its common shareholders with a convenient and economical way to participate in the future growth of TDS. Holders of record of ten (10) or more Common Shares may purchase Common Shares with their reinvested dividends at a five percent discount from market price. Common Shares may also be purchased on a monthly basis through optional cash payments by participants in this plan. The initial ten (10) shares cannot be purchased directly from TDS. An authorization card and prospectus will be mailed automatically by the transfer agent to all registered record holders with ten (10) or more shares. Once enrolled in the plan, there are no brokerage commissions or service charges for purchases made under the plan.

Issuer Purchases of Equity Securities

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 fourth quarter of ~~2024~~2025. On November 7, 2025, TDS announced that its Board of Directors had authorized an additional $500 million stock repurchase program for TDS Common Shares, which program is incremental to, and has similar terms as, the existing program.

TDS determines whether to repurchase shares from time to time based on many considerations, including cash needed for other known or possible requirements, the stock price, market conditions, debt rating considerations, business forecasts, business plans, macroeconomic conditions, share issuances under compensation plans, provisions in governing and legal documents and other legal requirements, and other facts and circumstances. Subject to these considerations and to legal requirements, TDS may approve the repurchase of its shares from time to time when circumstances warrant.

The ~~maximum~~following ~~dollar~~table ~~value~~provides ofcertain ~~shares~~information ~~that~~with ~~may~~respect ~~yet~~to beall ~~purchased under this program was $132 million as of December 31, 2024. 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 ~~fourth~~ quarter ofcovered ~~2024~~by this Form 10-K. The purchases below were made under a Rule 10b5-1 stock repurchase plan.


Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
October 1 - 31, 2025	460,282	$	38.36	460,282	$	573,680,646
November 1 - 30, 2025	673,219	$	38.09	673,219	$	548,038,426
December 1 - 31, 2025	632,362	$	38.16	632,362	$	523,905,080
Total for or as of the end of the quarter ended December 31, 2025	1,765,863	$	38.19	1,765,863	$	523,905,080

Item 6. [Reserved]

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Index to Management's Discussions and Analysis of Financial Condition and Results of Operations (MD&A)						Page No.
Executive Overview						2822
Terms used by TDS						3124
Results of Operations – TDS Consolidated						3225
UScellular Operations						34
TDS Telecom Operations						29
Wireless Operations						37
Array Operations						35
Towers Operations						42
Liquidity and Capital Resources						40
TDS Telecom Operations						44
Consolidated Cash Flow Analysis						44
Liquidity and Capital Resources						50
Consolidated Balance Sheet Analysis						45
Consolidated Cash Flow Analysis						55
Application of Critical Accounting Policies and Estimates						47
Consolidated Balance Sheet Analysis						56
Private Securities Litigation Reform Act of 1995 Safe Harbor Cautionary Statement						49
Application of Critical Accounting Policies and Estimates						57
Market Risk						51
Regulatory Matters						58
Supplemental Information Relating to Non-GAAP Financial Measures						52
Private Securities Litigation Reform Act of 1995 Safe Harbor Cautionary Statement						59
Market Risk						62
Supplemental Information Relating to Non-GAAP Financial Measures						63

2721

Index to MD&A


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

Executive Overview

The following Management’s Discussion and Analysis (MD&A) should be read in conjunction with the audited consolidated financial statements and notes of Telephone and Data Systems, Inc. (TDS) for the year ended December 31, ~~2024~~2025, and with the description of TDS’ business included herein. Certain numbers included herein are rounded to thousands or 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.

On August 1, 2025, United States Cellular Corporation, a 82.0%-owned subsidiary of TDS, 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 ~~to approximately 5~~.5 ~~million connections nationwide.~~ TDS provides ~~wireless~~broadband, ~~services~~video, voice and ~~leases~~wireless ~~tower~~services ~~space to third-party carriers on owned towers~~ through its ~~83%~~wholly-owned subsidiary, ~~United~~TDS ~~States~~Telecommunications ~~Cellular~~LLC ~~Corporation~~ (~~UScellular~~TDS Telecom). ~~TDS~~Array ~~also~~leases ~~provides~~tower ~~broadband,~~space ~~video,~~to ~~voice~~tenants and ~~wireless~~provides ancillary services, ~~through~~holds ~~its~~noncontrolling ~~wholly-owned~~interests ~~subsidiary,~~in ~~TDS~~primarily ~~Telecommunications~~wireless ~~LLC~~operating ~~(TDS~~companies ~~Telecom)~~and holds certain wireless spectrum licenses. TDS operates entirely in the United States. See Note 20 — Business Segment Information in the Notes to Consolidated Financial Statements for additional information about TDS' segments.

~~During~~2025 ~~the~~Operating ~~second~~Revenues ~~quarter~~by of 2024, TDS and UScellular modified their reporting structure due to the planned disposal of the UScellular wireless operations and, as a result, disaggregated the UScellular operations into two reportable segments – Wireless and Towers. This presentation reflects how TDS' and UScellular's chief operating decision maker allocates resources and evaluates operating performance following this strategic shift. Prior periods have been updated to conform to the new reportable segments. See Note 20 — Business Segment ~~Information in the Notes to Consolidated Financial Statements for additional information about TDS' segments.~~*

~~2024~~*Represents ~~Operating~~revenues ~~Revenues~~related byto ~~Segment~~continuing operations.

2822

Index to MD&A

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~~and ~~over~~return ~~the~~value ~~long term~~ for its shareholders. Since its founding, TDS has been committed to bringing high-quality communications services to rural and underserved communities. TDS continues to make progress on developing and enhancing its Environmental, Social and Governance (ESG) program, including the publication of the most recent TDS ESG Report in August 2024, which is available on the TDS website.

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 ~~primarily through the payment of a regular quarterly cash dividend~~. In the second quarter of 2024, TDS reset its approach to capital allocation and declared dividends in the second, third, and fourth quarters of 2024 at approximately 20% of the first quarter of 2024 dividend for TDS Common and Series A shares. This shift in approach is expected to free up additional capital that can be used to support TDS' fiber program, among other purposes. It is uncertain at this time how the outcome of the ongoing strategic alternatives review process for UScellular, 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.

~~Announced Transactions and~~ Strategic Alternatives Review

On August 41, ~~2023~~2025, ~~TDS~~Array ~~and~~sold ~~UScellular~~its ~~announced~~wireless ~~that~~operations ~~the~~and ~~Boards~~select ofspectrum ~~Directors~~assets ~~of both companies decided~~ to ~~initiate~~T-Mobile aUS, ~~process~~Inc. to(T-Mobile) ~~explore~~under a ~~range~~Securities ofPurchase ~~strategic~~Agreement ~~alternatives~~(Securities ~~for~~Purchase ~~UScellular~~Agreement). OnTotal ~~May~~consideration ~~28,~~received ~~2024~~was $4,293.8 ~~UScellular~~million ~~announced~~after ~~that~~adjustments ~~its~~which ~~Board~~included ofa ~~Directors~~combination ~~unanimously~~of ~~approved~~$2,628.8 million ~~the~~in ~~execution~~cash ofproceeds aand ~~Securities~~$1,665.0 ~~Purchase~~million ~~Agreement~~in ~~(Securities~~debt ~~Purchase~~assumed ~~Agreement)~~ by ~~and among TDS, UScellular,~~ T-Mobile ~~US,~~through ~~Inc.~~the ~~(T-Mobile)~~preliminary ~~and~~results ~~USCC~~of ~~Wireless~~an ~~Holdings,~~exchange ~~LLC,~~offer ~~pursuant~~made to ~~which~~Array's debtholders, ~~among~~which ~~other~~subsequently ~~things,~~closed ~~UScellular~~on ~~agreed~~August to5, ~~sell~~2025. ~~its~~The ~~wireless~~final ~~operations~~cash ~~and~~proceeds ~~select~~are ~~spectrum~~subject ~~assets~~ to ~~T-Mobile~~adjustment ~~for~~according ~~a purchase price, subject~~ to ~~adjustments,~~the asterms ~~specified~~and inconditions of the Securities Purchase Agreement,. As of $4December 31,~~400~~ ~~million~~2025, ~~which~~Array isrecorded ~~payable~~an inestimated apurchase ~~combination~~price oftrue-up ~~cash~~due ~~and~~to ~~the~~T-Mobile ~~assumption~~ of ~~up to approximately~~ $20.2~~,000~~ million ~~in debt~~. ~~The~~At ~~purchase~~closing, ~~price~~a ~~includes~~ $~~100~~16.7 million ~~contingent~~deferral onof the ~~satisfaction of certain financial and operational metrics. The~~ purchase price ~~also~~was ~~includes~~recorded ~~$400~~related ~~million allocated~~ to certain ~~wireless~~ spectrum licenses ~~held~~included ~~by entities~~ in ~~which~~the ~~UScellular~~transaction isthat adid ~~non-controlling~~not ~~limited~~transfer ~~partner.~~to ~~The~~T-Mobile ~~closing~~and ~~with~~are ~~respect~~subject to ~~these~~FCC ~~wireless~~approval. ~~spectrum~~In ~~licenses is contingent upon UScellular's purchase~~addition, ~~which~~at ~~is pending receipt of regulatory approval~~closing, ofArray ~~the~~and ~~remaining~~T-Mobile ~~equity~~entered ininto ~~the entities that UScellular does not currently own. The Securities Purchase Agreement also contemplates, among other things,~~ a Short-Term Spectrum Manager Lease Agreement and Short-Term Spectrum Manager Sublease Agreements ~~that will 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~~Further, ~~sale~~at ofclosing, ~~the~~Array ~~wireless~~and ~~business~~T-Mobile entered into a Master License Agreement (MLA), pursuant to which, among other things, T-Mobile ishas ~~expected~~agreed to ~~close~~license infrom ~~mid-2025,~~Array ~~subject~~space toon ~~the~~towers ~~receipt~~owned ofby ~~regulatory~~Array. ~~approvals~~The wireless operations and ~~the~~select ~~satisfaction~~spectrum ofassets ~~customary~~sold ~~closing~~to ~~conditions~~T-Mobile are presented as discontinued operations throughout this report. See Note 2 — Discontinued Operations in Notes to Consolidated Financial Statements for additional information.

ToIn ~~effect~~addition to the ~~disposition~~sale ~~and wind down~~ of ~~the~~Array's wireless operations inand ~~accordance~~select ~~with~~spectrum ~~the~~assets ~~terms~~sold ~~of the Securities Purchase Agreement, UScellular expects that if the closing of the transaction were~~ to ~~occur that such closing will trigger or accelerate the recognition of certain cash and non~~T-~~cash~~Mobile ~~obligations.~~pursuant 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. UScellular also expects to ~~incur~~the ~~significant~~Securities ~~decommissioning~~Purchase ~~costs for certain towers that UScellular elects to retire~~Agreement, ~~and~~Array ~~such decommissioning costs are~~ also ~~expected~~separately toentered ~~include~~into ~~remaining~~the ~~obligations~~following ~~under~~agreements ~~related ground leases. These costs are expected~~ to ~~have~~sell aspectrum ~~significant~~license ~~impact on TDS' financial statements~~assets.

On October 17, 2024, UScellular, and certain subsidiaries of UScellular, 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 December 31, 2024, UScellular's book value of the wireless spectrum licenses to be sold was $586 million. The transaction is 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.


Spectrum Licenses	Buyer	Purchase Price		TDS Book Value as of December 31, 2025		Signing Date	Estimated or Actual Close Date
(Dollars in thousands)
AWS, Cellular and PCS1	Verizon	$	1,000,000	$	588,760	October 17, 2024	Q2/Q3 2026
3.45 GHz and 700 MHz2	AT&T	$	1,018,044	$	861,020	November 6, 2024	January 13, 2026
700 MHz1	T-Mobile	$	85,000	$	64,351	August 29, 2025	2026
600 MHz1	T-Mobile	$	86,387	$	86,454	October 7, 2025	2026

On1These ~~November~~license 6,transactions ~~2024,~~remain 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 December 31, 2024, 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~~in ~~all~~the case of the ~~licenses~~sale ~~subject~~ to ~~the~~Verizon, ~~transaction are contingent on~~ the ~~closing~~termination of the T-Mobile ~~transaction.~~Short-Term ~~The~~Spectrum ~~purchase~~Manager ~~price~~Lease ~~includes $232 million allocated to certain wireless spectrum licenses that are held by an entity in which UScellular is a non-controlling limited partner~~Agreement. ~~The~~See ~~closing~~Note ~~with~~7 ~~respect~~— toAcquisitions ~~these~~and ~~wireless~~Divestitures ~~spectrum licenses is contingent upon UScellular's purchase, which is pending receipt of regulatory approval, of the remaining equity~~ in the ~~entity~~Notes ~~that~~to ~~UScellular~~Consolidated ~~does~~Financial ~~not~~Statements ~~currently~~for ~~own~~additional information.

~~The~~2Following ~~strategic~~the ~~alternatives~~close ~~review~~of ~~process~~the istransaction ~~ongoing~~on asJanuary ~~UScellular~~13, ~~works~~2026, ~~toward~~TDS ~~closing~~expects ~~the~~to ~~transactions~~record ~~signed~~a ~~during~~book ~~2024,~~gain ~~including~~on the ~~T-Mobile,~~transaction ~~Verizon~~of ~~and~~approximately ~~AT&T~~$150.0 ~~transactions~~million ~~and~~($114.0 ~~continues~~million tonet ~~seek~~of totax ~~opportunistically~~expense) ~~monetize~~during ~~its~~the ~~spectrum~~first ~~assets~~quarter ~~that~~of ~~are~~2026. ~~not~~The ~~subject~~expected tobook ~~the~~gain ~~Securities~~recorded ~~Purchase~~at ~~Agreement,~~TDS is lower than the ~~Verizon~~expected ~~Purchase~~book ~~Agreement,~~gain orrecorded ~~the~~at ~~AT&T~~Array ~~Purchase~~due ~~Agreement~~primarily to transaction costs paid by TDS.

~~TDS~~The ~~incurred~~strategic ~~third-party~~alternatives ~~expenses~~review ~~related~~process tois ongoing as Array works toward closing the ~~announced~~Verizon and T-Mobile spectrum transactions signed during 2024 and ~~strategic~~2025, ~~alternatives~~and ~~review~~seeks to opportunistically monetize its remaining spectrum assets that are not subject to executed agreements. In addition to the transactions at Array, TDS continues to explore opportunities to transform its business operations given the change in scale of ~~$56 million~~the ~~and~~overall ~~$13 million~~TDS ~~for~~organization following the ~~years~~divestiture ~~ended~~of ~~December~~the ~~31,~~wireless ~~2024~~operations. ~~and~~These ~~2023,~~processes ~~respectively~~are collectively referred to as the strategic alternatives review throughout this report.

29TDS incurred expenses related to the announced transactions and strategic alternatives review of $9.1 million, $33.3 million and $13.0 million for the years ended December 31, 2025, 2024 and 2023, respectively, which are included in Selling, general and administrative (SG&A) and Cost of operations expenses for continuing operations.

Index to MD&A

Significant Financial Matters

Net loss attributable to TDS common shareholders was $97 million and $569 million for the years ended December 31, 2024 and 2023, respectively. The net loss in 2024 includes a non-cash charge related to the UScellular impairment of certain wireless spectrum licenses in the amount of $136 million ($102 million, net of tax), which was recorded during the three months ended September 30, 2024. The net loss in 2023 includes a non-cash charge related to the TDS Telecom Goodwill impairment of $547 million ($511 million, net of tax), which was recorded during the three months ended December 31, 2023. The conclusions that impairments were required in 2024 and 2023 were made in connection with the review and preparation of the financial statements. See Note 8 — Intangible Assets for a detailed discussion regarding the impairments. Refer to Supplemental Information to Non-GAAP Financial Measures within this MD&A for a reconciliation of the Intangible assets impairment, net of tax.

Index to MD&A

Terms Used by TDS

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

▪4GAdjusted ~~LTE~~EBITDA – ~~fourth generation Long~~non-~~Term~~GAAP ~~Evolution,~~metric ~~which~~referring isto aearnings ~~wireless~~before ~~technology~~interest, ~~that~~taxes, ~~enables~~depreciation, ~~more~~amortization ~~network~~and ~~capacity~~accretion, ~~for~~gains ~~more~~and ~~data~~losses ~~per~~and ~~user~~other asnonrecurring ~~well~~expenses. asSee ~~faster~~Supplemental ~~access~~Information Relating to ~~data~~Non-GAAP ~~compared~~Financial toMeasures ~~third~~within ~~generation~~this ~~(3G)~~MD&A ~~technology.~~for additional information.

▪5GAdjusted OIBDA – ~~fifth~~non-GAAP ~~generation~~measure ~~wireless~~referring ~~technology~~to ~~that~~operating ~~helps~~income ~~address~~before ~~customers’~~depreciation, ~~growing~~amortization ~~demand~~and ~~for~~accretion, ~~data~~gains ~~services~~and losses and ~~creates~~other ~~opportunities~~nonrecurring ~~for~~expenses. ~~new~~See ~~services~~Supplemental ~~requiring~~Information ~~high~~Relating ~~speed~~to ~~and~~Non-GAAP ~~reliability~~Financial asMeasures ~~well~~within asthis ~~low~~MD&A ~~latency.~~for additional information

▪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.

▪Alternative Connect America Cost Model (ACAM) – a USF support mechanism for certain carriers, which provides revenue support through 2028. This support comes with an obligation to build defined broadband speeds to a certain number of locations.

▪Auction 107 – Auction 107 was an FCC auction of 3.7-3.98 GHz wireless spectrum licenses that started in December 2020 and concluded in February 2021.

▪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~~Colocations ~~Rate~~ – represents ~~the~~instances ~~percentage~~where ofa ~~the~~third-party ~~connections~~leases ~~that~~space ~~disconnect~~on ~~service~~a ~~each~~company-owned ~~month~~tower. ~~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 network. Connected devices include products such as tablets, wearables, modems, fixed wireless, and hotspots.

▪DOCSIS – Data Over Cable Service Interface Specification is an international telecommunications standard that permits the addition of high-bandwidth data transfer to an existing cable TV (CATV) system. DOCSIS 3.1 is a system specification that increases data transmission rates.

▪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.

▪Eligible Telecommunications Carrier (ETC) – designation by states for providing specified services in “high cost” areas which enables participation in universal service support mechanisms.

▪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~~Residential ~~Connections~~Fiber –Churn ~~individual~~Rate ~~lines~~– ofrepresents ~~service~~the ~~associated~~percentage ~~with~~of ~~each~~incumbent ~~device~~and ~~activated~~expansion byfiber aconnections ~~postpaid~~that ordisconnected ~~prepaid~~service ~~customer~~each month. ~~Connections~~These ~~are~~rates ~~associated~~represent ~~with~~the ~~all~~average ~~types~~monthly ofchurn ~~devices~~rate ~~that~~for ~~connect~~each ~~directly~~respective ~~to the UScellular network~~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~~calculated as total number of ~~tenants~~colocations ~~that~~divided ~~lease~~by ~~space~~total onnumber ~~company-owned~~of towers~~, measured on a per-tower basis~~.

▪Universal Service Fund (USF) – a system of telecommunications collected fees and support payments managed by the 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.

▪~~VoLTE~~Wireless Connections – ~~Voice~~refers ~~over~~to ~~Long-Term~~an ~~Evolution~~individual ismobile aline ~~technology~~provisioned ~~specification~~through ~~that~~TDS' ~~defines~~mobile ~~the~~virtual ~~standards~~network ~~and~~operator ~~procedures~~(MVNO) ~~for~~arrangement ~~delivering voice communications~~ and ~~related~~delivered ~~services~~under ~~over~~the 4GTDS-branded ~~LTE~~wireless ~~networks~~offering.

3124

Index to MD&A

Results of Operations — TDS Consolidated

The following discussion and analysis compares financial results for the year ended December 31, 2025, to the year ended December 31, 2024 and the year ended December 31, 2024, to the year ended December 31, 2023.

Year Ended December 31,	~~2024~~2025		~~2023~~2024		2023		~~2024~~2025 vs. ~~2023~~2024		2024 vs. 2023
(Dollars in millions)
(Dollars in thousands)
Operating revenues
UScellular	$	3,770	$	3,906			(3)	%
TDS Telecom	$	1,038,358	$	1,060,857	$	1,027,867	(2)	%	3	%
TDS Telecom	1,061		1,028				3	%
Array	162,961		102,933		100,469		58	%	2	%
All other1	~~133~~26,888		~~226~~133,188		226,777		(4180)	%	(41)	%
Total operating revenues	41,~~964~~228,207		51,~~160~~296,978		1,355,113		(45)	%	(4)	%
Operating expenses
UScellular	3,782		3,767				—
TDS Telecom	1,018,701		955,548		1,550,893		7	%	(38)	%
TDS Telecom	956		1,551				(38)	%
Array	255,493		363,268		212,694		(30)	%	71	%
All other1	~~163~~51,398		~~256~~169,421		274,092		(3670)	%	(38)	%
Total operating expenses	41,~~901~~325,592		51,~~574~~488,237		2,037,679		(1211)	%	(27)	%
Operating income (loss)
UScellular	(12)		139				N/M
TDS Telecom	19,657		105,309		(523,026)		(81)	%	N/M
TDS Telecom	105		(523)				N/M
Array	(92,532)		(260,335)		(112,225)		64	%	N/M
All other1	(3024,510)		(3036,233)		(47,315)		(132)	%	23	%
Total operating income (loss)	63(97,385)		(~~414~~191,259)		(682,566)		~~N/M~~49	%	72	%
Investment and other income (expense)
Other income (expense)
Equity in earnings of unconsolidated entities	~~164~~176,101		~~159~~163,623		159,409		38	%	3	%
Interest and dividend income	2740,307		2027,201		20,013		3648	%	36	%
Interest expense	(~~279~~112,668)		(~~244~~108,575)		(62,177)		(154)	%	(75)	%
Other, net	5		2				N/M
Short-term imputed spectrum lease income	69,033		—		—		N/M		N/M
Total investment and other income (expense)	(83)		(63)				(33)	%
Other, net	13,574		5,622		1,840		N/M		N/M
Income (loss) before income taxes	(20)		(477)				96	%
Total other income	186,347		87,871		119,085		N/M		(26)	%
Income tax expense	6		10				(34)	%
Income (loss) before income taxes	88,962		(103,388)		(563,481)		N/M		82	%
Net income (loss)	(26)		(487)				95	%
Income tax benefit	(62,184)		(22,067)		(15,799)		N/M		(40)	%
Less: Net income attributable to noncontrolling interests, net of tax	2		13				(90)	%
Net income (loss) from continuing operations	151,146		(81,321)		(547,682)		N/M		85	%
Net income (loss) attributable to TDS shareholders	(28)		(500)				94	%
Less: Net income (loss) from continuing operations attributable to noncontrolling interests, net of tax	33,742		(9,150)		2,727		N/M		N/M
TDS Preferred Share dividends	69		69				—
Net income (loss) from continuing operations attributable to TDS shareholders	117,404		(72,171)		(550,409)		N/M		87	%
Net income (loss) attributable to TDS common shareholders	$	(97)	$	(569)			83	%
Net income (loss) from discontinued operations	(130,904)		54,840		60,395		N/M		(9)	%
Adjusted OIBDA (Non-GAAP)2	$	1,164	$	1,086			7	%
Less: Net income (loss) from discontinued operations attributable to noncontrolling interests, net of tax	(7,264)		10,374		9,995		N/M		4	%
Adjusted EBITDA (Non-GAAP)2	$	1,360	$	1,267			7	%
Net income (loss) from discontinued operations attributable to TDS shareholders	(123,640)		44,466		50,400		N/M		(12)	%
Capital expenditures3	$	906	$	1,197			(24)	%
Net income (loss)	20,242		(26,481)		(487,287)		N/M		95	%
Less: Net income attributable to noncontrolling interests, net of tax	26,478		1,224		12,722		N/M		(90)	%
Net income (loss) attributable to TDS shareholders	(6,236)		(27,705)		(500,009)		77	%	94	%
TDS Preferred Share dividends	69,225		69,225		69,225		—		–
Net income (loss) attributable to TDS common shareholders	$	(75,461)	$	(96,930)	$	(569,234)	22	%	83	%

Index to MD&A


Year Ended December 31,	2025		2024		2023		2025 vs. 2024		2024 vs. 2023
(Dollars in thousands)








































Adjusted OIBDA from continuing operations (Non-GAAP)2	$	298,941	$	253,330	$	190,567	18	%	33	%
Adjusted EBITDA from continuing operations (Non-GAAP)2	$	528,923	$	449,776	$	371,829	18	%	21	%
Capital expenditures from continuing operations3	$	436,559	$	348,497	$	627,631	25	%	(44)	%

N/M - Percentage change not meaningful

1 Consists of corporate and other operations and intercompany eliminations.

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

3 Refer 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.

322025-2024 Commentary

Index to MD&A

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’~~Array ~~investment~~holds noncontrolling interests in three entities managed by Array in the ~~Los~~state ~~Angeles~~of ~~SMSA~~Iowa ~~Limited~~that ~~Partnership~~sold ~~(LA Partnership)~~their ~~contributed~~wireless ~~pre~~operations to T-~~tax~~Mobile ~~income~~in three separate transactions on August 1, 2025, the same date that Array sold its wireless operations to T-Mobile. As a result of ~~$62~~the ~~million~~Iowa entities' sale of their wireless operations, these entities recognized a gain on sale, and Array's proportionate share of that gain was included in Equity in earnings of unconsolidated entities in the amount of $6533.4 million, ~~for~~which ~~2024~~was ~~and~~the ~~2023,~~primary ~~respectively~~driver of the year-over-year increase in 2025. See Note 9 — Investments in Unconsolidated Entities in the Notes to Consolidated Financial Statements for additional information.

Interest expense

Interest expense increased in ~~2024~~2025 due primarily to anthe ~~increase~~write-off of unamortized debt costs for TDS debt facilities that were repaid in ~~borrowings~~August ~~under~~2025, a borrowing on the ~~TDS~~Array CoBank term loan ~~agreements,~~in ~~partially~~August ~~offset~~2025 byand alower ~~decrease~~capitalized interest at Array. Interest expense from continuing operations excludes interest costs in ~~the~~all ~~average~~periods ~~principal~~associated ~~balance~~with ~~outstanding~~Array onterm loans repaid, and Array debt exchanged, in conjunction with the ~~receivables~~sale ~~securitization~~of ~~agreement~~Array's wireless operations to T-Mobile. See Market Risk for additional information regarding maturities of long-term debt and weighted average interest rates.

Income tax expense (benefit)

Income tax ~~expense~~benefit ~~decreased~~on continuing operations increased in ~~2024~~2025 due primarily to ~~the~~favorable reductions to valuation allowances related to deferred tax ~~impact~~assets ofthat are now likely to be realized by the taxable income generated from the sale of wireless ~~spectrum~~operations ~~license~~and ~~impairment~~select ~~charge~~spectrum ~~recorded~~assets into T-Mobile, and/or the ~~third~~future ~~quarter~~License ofPurchase ~~2024~~Agreements ~~and~~classified aas ~~decrease~~held infor ~~state~~sale ~~tax~~as ~~expense~~of inDecember ~~2024~~31, 2025. This increase was partially offset by a decrease in the deferred tax ~~impact~~benefit ofon the ~~Goodwill~~ impairment ~~recorded~~of certain wireless spectrum licenses, which was smaller in 2025 than the ~~fourth~~impairment ~~quarter~~recorded ofin ~~2023~~2024.

See Note 5 — Income Taxes in the Notes to Consolidated Financial Statements for additional information.

Net income ~~attributable~~(loss) tofrom ~~noncontrolling~~discontinued ~~interests,~~operations ~~net~~attributable ofto ~~tax~~TDS shareholders

Year Ended December 31,	2024		2023
(Dollars in millions)
UScellular noncontrolling public shareholders’	$	(7)	$	9
Noncontrolling shareholders’ or partners’	9		4
Net income attributable to noncontrolling interests, net of tax	$	2	$	13

Net income (loss) from discontinued operations attributable to TDS shareholders decreased for the year ended December 31, 2025, as a result of the sale of the wireless operations on August 1, 2025 and the corresponding loss on sale recognized on that date. See Note 2 — Discontinued Operations in the Notes to Consolidated Financial Statements for additional information related to the components of Net income (loss) from discontinued operations.

Net income (loss) from continuing operations attributable to noncontrolling interests, net of tax includes the noncontrolling public shareholders’ share of UScellular’s net income, the noncontrolling shareholders’ or partners’ share of certain UScellular subsidiaries’ net income and other TDS noncontrolling interests.

Earnings


Year Ended December 31,	2025		2024
(Dollars in thousands)
Array noncontrolling public shareholders’	$	30,940	$	(14,863)
Noncontrolling shareholders’ or partners’	2,802		5,713
Net income (loss) from continuing operations attributable to noncontrolling interests, net of tax	$	33,742	$	(9,150)

Net income (~~Dollars~~loss) infrom ~~millions~~continuing operations attributable to noncontrolling interests, net of tax includes the noncontrolling public shareholders’ share of Array’s net income (loss) from continuing operations, the noncontrolling shareholders’ or partners’ share of certain Array subsidiaries’ net income (loss) from continuing operations and other TDS noncontrolling interests.

Net loss decreased in 2024 due to lower operating expenses and impairment losses, partially offset by lower operating revenues. Adjusted EBITDA increased in 2024 due primarily to lower operating expenses, partially offset by lower operating revenues.26

*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.

Index to MD&A

UScellular OPERATIONS

Business Overview

UScellular provides wireless service throughout its footprint, and leases tower space to third-party carriers on UScellular-owned towers. UScellular’s strategy is to attract and retain customers by providing a high-quality network, outstanding customer service, and competitive devices, plans and pricing - all provided with a community focus. UScellular is an 83%-owned subsidiary of TDS.

OPERATIONS

▪Serves customers with 4.4 million retail connections including 4.0 million postpaid and 0.4 million prepaid connections

▪Operates in 21 states

▪Employs approximately 4,100 associates

▪Owns 4,409 towers

▪Operates 7,010 cell sites in service

Index to MD&A

UScellular Mission and Strategy

UScellular’s mission is to connect its customers to what matters most to them. This includes providing wireless communication services which enhance consumers’ lives, increase the competitiveness of local businesses, and improve the efficiency of government operations in the markets UScellular serves.

UScellular’s strategy is to attract and retain customers by providing a high-quality network, outstanding customer service, and competitive devices, plans and pricing - all provided with a local community focus. Strategic efforts include:

▪UScellular offers economical and competitively priced wireless service plans and devices to its customers and is focused on increasing revenues from sales of related products such as device protection plans and from services such as fixed wireless home internet. In addition, UScellular is focused on expanding its solutions available to business and government customers.

▪UScellular continues to enhance its network capabilities, including by deploying 5G technology to help address customers’ growing demand for data services and create opportunities for new services requiring high speed and reliability as well as low latency. In 2019-2023, UScellular focused 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 has 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’s mobility and fixed wireless services. Investments in the next several years are expected to be focused on continued mid-band spectrum deployment to enhance speed and capacity needs, building on the existing 5G coverage across UScellular’s footprint.

▪UScellular seeks to grow revenue in its Towers segment primarily through increasing third-party colocations on existing towers through providing unique tower locations, attractive terms and streamlined implementation to third-party wireless operators.

Index to MD&A

Financial Overview — UScellular

The following discussion and analysis compares financial results for the year ended December 31, 2024 to the year ended December 31, 2023 and the year ended December 31, 2023 to the year ended December 31, 2022.

Year Ended December 31,	2024		2023		2022		2024 vs. 2023		2023 vs. 2022
(Dollars in millions)
Operating Revenues
Wireless	$	3,667	$	3,805	$	4,076	(4)	%	(7)	%
Towers	234		228		216		3	%	5	%
Intra-company eliminations	(131)		(127)		(123)		(3)	%	(3)	%
Total operating revenues	3,770		3,906		4,169		(3)	%	(6)	%
Operating expenses
Wireless	3,757		3,743		4,075		—		(8)	%
Towers	156		151		148		3	%	2	%
Intra-company eliminations	(131)		(127)		(123)		(3)	%	(3)	%
Total operating expenses	3,782		3,767		4,100		—		(8)	%
Operating income (loss)	$	(12)	$	139	$	69	N/M		N/M
Net income (loss)	$	(32)	$	58	$	35	N/M		67	%
Adjusted OIBDA (Non-GAAP)1	$	845	$	818	$	790	3	%	4	%
Adjusted EBITDA (Non-GAAP)1	$	1,018	$	986	$	956	3	%	3	%
Capital expenditures2	$	577	$	611	$	717	(6)	%	(15)	%

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.

Index to MD&A

Wireless Operations

As of December 31,	2024	2023	2022
Retail Connections – End of Period
Postpaid	3,985,000	4,106,000	4,247,000
Prepaid	448,000	451,000	493,000
Total	4,433,000	4,557,000	4,740,000

Year Ended December 31,	2024		2023		2022		2024 vs. 2023		2023 vs. 2022
Postpaid Activity and Churn
Gross Additions
Handsets	314,000		339,000		397,000		(7)	%	(15)	%
Connected Devices	172,000		178,000		162,000		(3)	%	10	%
Total Gross Additions	486,000		517,000		559,000		(6)	%	(8)	%
Net Additions (Losses)
Handsets	(123,000)		(145,000)		(110,000)		15	%	(32)	%
Connected Devices	14,000		7,000		(23,000)		100	%	N/M
Total Net Additions (Losses)	(109,000)		(138,000)		(133,000)		21	%	(4)	%
Churn
Handsets	1.04	%	1.10	%	1.12	%
Connected Devices	2.53	%	2.77	%	2.95	%
Total Churn	1.23	%	1.31	%	1.34	%

N/M - Percentage change not meaningful

2024-2023 Commentary

~~Total~~Equity ~~postpaid handset net losses decreased~~ in ~~2024~~earnings ~~due primarily to lower defections as a result~~ of ~~improvements~~unconsolidated ~~in churn, partially offset by lower gross additions as a result of continued aggressive industry-wide competition and a decrease in the pool of available customers.~~entities

~~Total~~Equity ~~postpaid~~in ~~connected~~earnings ~~device~~of ~~net~~unconsolidated ~~additions~~entities ~~increased~~represents inTDS’ ~~2024~~share ~~due~~of ~~primarily~~net toincome afrom ~~decrease~~entities in ~~tablet,~~which ~~home~~it ~~phone,~~has a noncontrolling interest and ~~mobile~~that ~~hotspot~~are ~~defections~~accounted asfor ausing ~~result~~the ofequity ~~improvements~~method or the net asset value practical expedient. See Note 9 — Investments in ~~churn~~Unconsolidated Entities in the Notes to Consolidated Financial Statements for additional information.

~~UScellular~~Interest decommissioned its 3G Code Division Multiple Access (CDMA) network in 2024. Total net additions (losses) for the year ended December 31, 2024 exclude a one-time adjustment to remove 11,000 connections that were dependent on the CDMA network.expense

~~2023~~Interest expense increased in 2024 due primarily to an increase in borrowings under the TDS term loan agreements. See Market Risk for additional information regarding maturities of long-~~2022~~term ~~Commentary~~debt and weighted average interest rates.

~~Total~~Income ~~postpaid~~tax ~~handset~~expense ~~net losses increased in 2023 due primarily to lower gross additions resulting from aggressive industry-wide competition.~~ (benefit)

~~Total~~Income ~~postpaid~~tax ~~connected~~expense ~~device~~decreased ~~net additions increased~~ in ~~2023~~2024 due primarily to ~~higher~~the ~~demand~~deferred ~~for~~tax ~~fixed~~impact ~~wireless~~of ~~home~~the ~~internet~~wireless asspectrum ~~well~~license asimpairment ~~decreases~~charge recorded in ~~tablet~~the third quarter of 2024 and ~~mobile~~a ~~hotspot~~decrease ~~churn~~in state tax expense in 2024, partially offset by the deferred tax impact of the Goodwill impairment recorded in the fourth quarter of 2023. See Note 5 — Income Taxes in the Notes to Consolidated Financial Statements for additional information.

37Net income (loss) from discontinued operations attributable to TDS shareholders

See Note 2 — Discontinued Operations in the Notes to Consolidated Financial Statements for additional information related to the components of Net income (loss) from discontinued operations.

Net income (loss) from continuing operations attributable to noncontrolling interests, net of tax


Year Ended December 31,	2024		2023
(Dollars in thousands)
Array noncontrolling public shareholders’	$	(14,863)	$	1,121
Noncontrolling shareholders’ or partners’	5,713		1,606
Net income (loss) from continuing operations attributable to noncontrolling interests, net of tax	$	(9,150)	$	2,727

Net income (loss) from continuing operations attributable to noncontrolling interests, net of tax includes the noncontrolling public shareholders’ share of Array’s net income (loss) from continuing operations, the noncontrolling shareholders’ or partners’ share of certain Array subsidiaries’ net income (loss) from continuing operations and other TDS noncontrolling interests.

Index to MD&A

~~Postpaid Revenue~~Earnings

Year Ended December 31,	2024		2023		2022		2024 vs. 2023		2023 vs. 2022
Average Revenue Per User (ARPU)	$	51.79	$	51.01	$	50.14	2	%	2	%
Average Revenue Per Account (ARPA)	$	131.32	$	130.91	$	130.39	—		—

2024-2023 Commentary

Postpaid ARPU increased in 2024 due to an increase in favorable plan and product offering mix and an increase in cost recovery surcharges.

Postpaid ARPA was relatively flat in 2024 due to the impacts to Postpaid ARPU, offset by a decrease in the number of connections per account.

2023-2022 Commentary

Postpaid ARPU increased in 2023 due to favorable plan and product offering mix and an increase in device protection plan revenues, partially offset by an increase in promotional discounts.

Postpaid ARPA was relatively flat in 2023 due to the impacts to Postpaid ARPU, offset by a decrease in the number of connections per account.

Index to MD&A

Financial Overview — Wireless

The following discussion and analysis compares financial results for the year ended December 31, 2024, to the year ended December 31, 2023 and the year ended December 31, 2023, to the year ended December 31, 2022.

Year Ended December 31,	2024		2023		2022		2024 vs. 2023		2023 vs. 2022
(Dollars in millions)
Retail service1	$	2,674	$	2,742	$	2,793	(2)	%	(2)	%
Other	210		201		239		5	%	(16)	%
Service revenues	2,884		2,943		3,032		(2)	%	(3)	%
Equipment sales	783		862		1,044		(9)	%	(17)	%
Total operating revenues	3,667		3,805		4,076		(4)	%	(7)	%
System operations (excluding Depreciation, amortization and accretion reported below)	777		794		807		(2)	%	(2)	%
Cost of equipment sold	906		988		1,216		(8)	%	(19)	%
Selling, general and administrative	1,298		1,334		1,376		(3)	%	(3)	%
Depreciation, amortization and accretion	620		610		655		1	%	(7)	%
Loss on impairment of licenses	136		—		3		N/M		N/M
(Gain) loss on asset disposals, net	17		19		19		(11)	%	3	%
(Gain) loss on sale of business and other exit costs, net	—		—		(1)		N/M		N/M
(Gain) loss on license sales and exchanges, net	3		(2)		—		N/M		N/M
Total operating expenses	3,757		3,743		4,075		—		(8)	%
Operating income (loss)	$	(90)	$	62	$	1	N/M		N/M
Adjusted OIBDA (Non-GAAP)2	$	719	$	697	$	677	3	%	3	%
Adjusted EBITDA (Non-GAAP)2	$	719	$	697	$	677	3	%	3	%
Capital expenditures3	$	554	$	580	$	689	(5)	%	(16)	%

N/M - Percentage change not meaningful

1UScellular recorded an adjustment to correct a prior period error related to the recognition of discounts for certain Prepaid customers, which decreased Service revenue by $5 million in 2023. This adjustment was not material to any of the periods impacted.

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.

Index to MD&A

Operating Revenues

(Dollars in millions)

~~Service~~2025-2024 ~~revenues consist of:~~ Commentary

~~▪Retail~~Net ~~Service~~income –from ~~Postpaid~~continuing ~~and~~operations ~~prepaid~~increased ~~charges~~in ~~for~~2025 ~~voice~~due primarily to lower operating expenses, ~~data~~an income tax benefit and ~~value~~short-~~added~~term ~~services~~imputed ~~and~~spectrum ~~cost~~lease ~~recovery~~income, ~~surcharges~~partially offset by lower operating revenues. Adjusted EBITDA from continuing operations increased in 2025 due primarily to lower operating expenses, partially offset by lower operating revenues.

▪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:

2024-2023 Commentary

~~Total~~Net loss from continuing operations decreased in 2024 due primarily to lower operating and interest expenses, partially offset by lower operating revenues. Adjusted EBITDA from continuing operations increased in 2024 due primarily to lower operating expenses, partially offset by lower operating revenues.

~~Retail~~*Represents ~~service revenues decreased in 2024 primarily as~~ a ~~result~~non-GAAP offinancial ameasure. Refer ~~decrease~~to inSupplemental ~~average~~Information ~~postpaid~~Relating ~~and~~to ~~prepaid~~Non-GAAP ~~connections,~~Financial ~~partially~~Measures ~~offset~~within bythis anMD&A ~~increase~~for ina ~~Postpaid~~reconciliation ~~ARPU~~of asthis ~~previously discussed in the Operational Overview section~~measure.

Equipment sales revenues decreased in 2024, due primarily to a decline in smartphone devices sold due to lower upgrades and gross additions, partially offset by a higher average price of new smartphone sales.28

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 larger wireless service providers have more developed networks and coverage as well as lower costs per subscriber than UScellular, which has negatively affected and may continue to negatively affect UScellular's ability to compete over time. Operating revenues and Operating income (loss) 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 in 2024, due primarily to a decrease in expenses driven by the shutdown of the 3G Code Division Multiple Access (CDMA) network in the first quarter of 2024, partially offset by increases in outbound roaming usage and maintenance, utilities, and cell site expenses.

Index to MD&A

Cost of equipment sold

Cost of equipment sold decreased in 2024, due primarily to a decline in smartphone devices sold due to lower upgrades and gross additions, partially offset by a higher average cost of new smartphone sales.

Selling, general and administrative expenses

Selling, general and administrative expenses decreased in 2024, due primarily to decreases in various general and administrative and sales related expenses, partially offset by an increase in the strategic alternatives review expenses of $27 million.

Loss on impairment of licenses

Loss on impairment of licenses increased in 2024 due to the wireless spectrum license impairment charge recorded during the third quarter of 2024. See Note 8 — Intangible Assets for a detailed discussion regarding this impairment.

2023-2022 Commentary

Total operating revenues

Retail service revenues decreased in 2023 primarily as a result of a decrease in average postpaid and prepaid connections, partially offset by an increase in Postpaid ARPU as previously discussed in the Operational Overview section.

Other service revenues decreased in 2023, resulting from decreases in inbound roaming revenues, primarily driven by lower data revenues resulting from lower rates.

Equipment sales revenues decreased in 2023, due primarily to a decline in smartphone upgrades and gross additions, partially offset by a higher average price of new smartphone sales.

Total operating expenses

Total operating expenses in 2023 include $9 million of severance and related expenses associated with a reduction in workforce that was recorded in the first quarter of 2023. These severance expenses are included in System operations expenses and Selling, general and administrative expenses.

System operations expenses

System operations expenses decreased in 2023, due primarily to decreases in roaming and customer usage expenses, partially offset by an increase in maintenance, utility, and cell site expenses. The decrease in roaming expense was driven by a decrease in roaming rates partially offset by an increase in usage.

Cost of equipment sold

Cost of equipment sold decreased in 2023, due primarily to a decline in smartphone upgrades and gross additions, partially offset by a higher average cost per unit sold.

Selling, general and administrative expenses

Selling, general and administrative expenses decreased in 2023, due primarily to decreases in bad debts expense, commissions, facilities and employee-related expenses, partially offset by an increase in advertising expenses as well as $8 million of expenses related to the strategic alternatives review.

Depreciation, amortization and accretion

Depreciation, amortization and accretion expenses decreased in 2023 due primarily to enhancements that extended the useful life of a software platform.

Index to MD&A

Towers Operations

As of December 31,	2024	2023	2022	2024 vs. 2023		2023 vs. 2022
Owned towers	4,409	4,373	4,336	1	%	1	%
Number of colocations	2,444	2,390	2,401	2	%	—
Tower tenancy rate	1.55	1.55	1.55	—		—

2024-2023 Commentary

Number of colocations

Number of colocations increased in 2024 due to an increase in new tenant and equipment change executions partially offset by terminations. Colocation terminations decreased in 2024 compared to 2023 in part due to a decrease in legacy Sprint colocation terminations which decreased from 44 to 21 year over year.

Financial Overview — Towers

Year Ended December 31,	2024		2023		2022		2024 vs. 2023		2023 vs. 2022
(Dollars in millions)
Third-party revenues	$	103	$	101	$	93	2	%	8	%
Intra-company revenues	131		127		123		3	%	3	%
Total tower revenues	234		228		216		3	%	5	%
System operations (excluding Depreciation, amortization and accretion reported below)	78		73		71		6	%	2	%
Selling, general and administrative	32		34		32		(5)	%	7	%
Depreciation, amortization and accretion	45		46		45		(1)	%	1	%
(Gain) loss on asset disposals, net	1		(2)		—		N/M		N/M
Total operating expenses	156		151		148		3	%	2	%
Operating income	$	78	$	77	$	68	2	%	13	%
Adjusted OIBDA (Non-GAAP)1	$	126	$	121	$	113	4	%	7	%
Adjusted EBITDA (Non-GAAP)1	$	126	$	121	$	113	4	%	7	%
Capital expenditures	$	23	$	31	$	28	(24)	%	9	%

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:

2024-2023 Commentary

Total tower revenues

Total tower revenues increased in 2024 due primarily to an increase in intra-company revenues primarily as a result of an increase in the intra-company rate charged by Towers to Wireless and an increase in the number of owned towers.

Upon closing of the transaction to dispose of the wireless operations and select spectrum assets to T-Mobile, UScellular expects an increase in Third-party revenues that will be recognized under the Master License Agreement that will go into effect under the Securities Purchase Agreement. However, at such time Intra-company revenues would cease, resulting in significantly lower Tower revenues in the periods following the close.

Index to MD&A

Total operating expenses

Total operating expenses increased in 2024 due to an increase in System operations expenses as a result of increases in cell site ground rent and maintenance expenses.

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 affect 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.

Capital expenditures

Total capital expenditures decreased in 2024 due primarily to a decrease in the number of owned towers placed into service to support UScellular's wireless network.

2023-2022 Commentary

Total tower revenues

Total tower revenues increased in 2023 due primarily to an increase in third-party revenues primarily as a result of new colocator agreements and rent escalations.

Capital expenditures

Total capital expenditures increased in 2023 due primarily to an increase in the leasehold improvements on owned towers and an increase in perpetual easements and outright land purchases.

Index to MD&A


			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.

The following MD&A omits discussion of ~~2023~~2024 compared to ~~2022~~2023. Refer to Management's Discussion and Analysis of Financial Condition and Results of Operations in TDS' Annual Report on Form 10-K for the year ended December 31, ~~2023~~2024, filed with the SEC on February 1621, ~~2024~~2025, for that discussion.


OPERATIONS

▪Serves 1.1 million connections in 3130 states.

▪Employs approximately 3,~~300~~500 associates.

4429

Index to MD&A

TDS Telecom Mission and Strategy

TDS Telecom's mission is to ~~create~~provide ~~a better world by providing~~ high-quality communications services to connect people and businesses, support education, and strengthen communities.

TDS Telecom seeks to be the preferred broadband provider by offering fiber-rich networks, high-quality products and services, and a seamless customer experience. TDS Telecom's strategic efforts include:

▪~~TDS~~Provide ~~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.~~

▪Drive 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.

4530

Index to MD&A

Operational Overview — TDS Telecom

Total Service Address Mix

As of December 31,

TDS Telecom increased its service addresses 64% from a year ago to 1.89 million as of December 31, ~~2024~~2025, through ~~network~~footprint expansion. 44TDS Telecom services 48% of incumbent service addresses ~~are~~with ~~served by~~ fiber.

TDS Telecom offers 1Gig+ service to 7478% of its total footprint as of December 31, ~~2024~~2025, compared to 7274% a year ago.

As of December 31,	2024		2023		2024 vs. 2023
As of or for the Quarter Ended December 31,	2025		2024		2025 vs. 2024
Residential connections
Broadband
Incumbent Fiber	~~118~~127,~~500~~300		~~110~~118,~~100~~500		87	%
Incumbent Copper	~~116~~91,~~900~~200		~~134~~116,~~700~~900		(1322)	%
Expansion Fiber	~~126~~160,~~100~~600		92126,~~200~~100		3727	%
Cable	~~191~~182,~~500~~800		~~202~~191,~~900~~500		(65)	%
Total Broadband	~~553~~561,~~000~~900		~~539~~553,~~800~~000		2	%
Video	~~121~~111,~~000~~500		~~131~~121,~~500~~000		(8)	%
Voice	~~261~~228,~~600~~900		~~281~~261,600		(712)	%
Total Residential Connections	935,600		952,900		(2)	%
Wireless	3,300		100		N/M
Commercial connections	190,500		210,200		(9)	%
Total Residential Connections	905,600		935,700		(3)	%
Total connections	1,126,100		1,163,100		(3)	%
Commercial connections	173,900		190,500		(9)	%
Total connections	1,079,500		1,126,300		(4)	%
Total residential fiber net adds	15,100		13,600
Total residential broadband net adds	4,500		7,900
Residential fiber churn	1.2	%	1.0	%
Total residential broadband churn	1.6	%	1.4	%

Numbers may not foot due to rounding.

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

Divestitures in ~~the~~2025 ~~fourth quarter of 2024~~ resulted in a decrease of 1519,400 connections, including 7,700 residential broadband connections and 45,000 service addresses.

4631

Index to MD&A

Residential Broadband Connections by Speed

As of December 31,

Residential broadband customers continue to take higher speeds with 8186% taking speeds of 100 Mbps or greater and 2243% ~~choosing~~taking 1Gig+.

Residential Revenue per Connection

For the year ended December 31,

Total residential revenue per connection increased 51% for ~~2024~~2025, due primarily to price increases. ~~Price increases are expected to moderate in 2025 relative to 2024.~~

4732

Index to MD&A

Financial Overview — TDS Telecom

The following discussion and analysis compares financial results for the year ended December 31, ~~2024~~2025, to the year ended December 31, ~~2023~~2024.

Year Ended December 31,	~~2024~~2025		~~2023~~2024		~~2024~~2025 vs. ~~2023~~2024
(Dollars in millions)
(Dollars in thousands)
Residential
Incumbent	$	~~355~~332,347	$	~~352~~355,395	1(6)	%
Expansion	~~114~~152,531		75114,113		5234	%
Cable	~~270~~245,100		~~273~~270,444		(19)	%
Total residential	~~740~~729,978		~~700~~739,952		6(1)	%
Commercial	~~148~~137,258		~~155~~147,564		(57)	%
Wholesale	~~173~~170,499		172,520		—(1)	%
Total service revenues	1,~~060~~037,735		1,~~027~~060,036		3(2)	%
Equipment revenues	1623		1821		(324)	%
Total operating revenues	1,~~061~~038,358		1,~~028~~060,857		3(2)	%
Cost of services (excluding Depreciation, amortization and accretion reported below)	400		423		(5)	%
Cost of operations (excluding Depreciation, amortization and accretion reported below)	399,616		399,815		—
Cost of equipment and products	1754		—723		584	%
Selling, general and administrative	~~320~~325,302		~~326~~319,979		(2)	%
Depreciation, amortization and accretion	~~271~~300,196		~~245~~270,660		1011	%
Loss on impairment of intangible assets	1900		~~547~~1,103		(~~100~~18)	%
(Gain) loss on asset disposals, net	1215,054		1012,376		2822	%
(Gain) loss on sale of business and other exit costs, net	(4923,121)		—(49,108)		~~N/M~~53	%
Total operating expenses	~~956~~1,018,701		1955,~~551~~548		~~(38)~~7	%
Operating income (loss)	$	~~105~~19,657	$	~~(523)~~105,309	~~N/M~~(81)	%
Net income (loss)	$	8527,516	$	~~(483)~~84,901	~~N/M~~(68)	%
Adjusted OIBDA (Non-GAAP)1	$	~~340~~318,893	$	~~279~~340,340	22(6)	%
Adjusted EBITDA (Non-GAAP)1	$	~~350~~330,255	$	~~285~~349,775	23(6)	%
Capital expenditures2	$	~~324~~406,389	$	~~577~~323,812	~~(44)~~26	%

Numbers may not foot due to rounding.

N/M - Percentage change not meaningful.

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

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

4833

Index to MD&A

Operating Revenues

(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 ~~increased~~decreased for ~~2024~~2025 due primarily to ~~price~~divestitures, ~~increases~~declines ~~and~~in ~~growth~~voice inand ~~broadband~~video connections, and promotional activity, partially offset by agrowth ~~decline~~ in ~~voice~~broadband connections and ~~video~~price ~~connections~~increases.

Commercial revenues decreased for ~~2024~~2025 due primarily to declining connections in CLEC markets, ~~partially~~decreases ~~offset by increases~~ in ad revenue, and divestitures.

~~Cost~~Wholesale revenues decreased for 2025, due primarily to the continued decline of ~~services~~special access circuits and divestitures, partially offset by final E-ACAM support adjustments.

~~Cost~~Total ofoperating ~~services~~revenues decreased for ~~2024~~2025 ~~due~~by ~~primarily~~$18.5 tomillion ~~lower~~due ~~employee-related expenses, plant and maintenance costs, costs~~ to ~~provide~~the ~~legacy~~2024 ~~services,~~ and ~~information~~2025 ~~processing costs, partially offset by higher video programming costs~~divestitures.

Cost of operations

Cost of operations decreased for 2025 due primarily to lower video programming costs, costs to provide legacy services, plant and maintenance costs, and information processing costs, partially offset by higher employee-related expenses, vehicle costs, and lease acceleration costs.

Selling, general and administrative

Selling, general and administrative expenses ~~decreased~~increased for ~~2024~~2025 due primarily to ~~decreases~~increased in employee-related expenses and ~~professional~~lease ~~fees~~acceleration costs, partially offset by ~~higher~~lower ~~property~~bad ~~taxes~~debts expense and ITproperty ~~infrastructure costs~~taxes.

Depreciation, amortization and accretion

Depreciation, amortization and accretion increased for ~~2024~~2025 due primarily to ~~increased~~changes ~~capital~~in ~~expenditures~~asset onuseful ~~new~~lives ~~fiber~~and ~~assets~~capital ~~and~~expenditures ~~customer~~on ~~premise~~fiber ~~equipment~~assets.

~~Loss~~(Gain) loss on ~~impairment~~asset ofdisposals, ~~intangible assets~~net

~~During~~Losses ~~the fourth quarter of 2023, TDS Telecom recorded a $547 million loss~~ on ~~impairment~~asset ofdisposals ~~Goodwill.~~increased ~~See~~for ~~Note~~2025 8due —primarily ~~Intangible~~to ~~Assets in~~ the ~~Notes~~write-off toof ~~Consolidated~~cancelled ~~Financial Statements for additional information~~projects.

49(Gain) loss on sale of business and other exit costs, net

See Note 7 — Acquisitions and Divestitures in the Notes to Consolidated Financial Statements for additional information regarding divestitures of certain markets in both 2025 and 2024.

Index to MD&A


			ARRAY OPERATIONS

Business Overview

Array connects America through digital infrastructure by leasing tower space to tenants and providing ancillary services. Array also holds noncontrolling interests in primarily wireless operating companies and holds certain wireless spectrum licenses. As of December 31, 2025, Array is an 82.0%-owned subsidiary of Telephone and Data Systems, Inc. (TDS). Through July 31, 2025, Array provided wireless communication services; these operations and certain wireless spectrum licenses were disposed of on August 1, 2025, as discussed further below.

Towers

Array seeks to grow tower revenue primarily through increasing colocations on existing towers and amendments to existing colocations. Array seeks to provide unique tower locations, attractive terms and streamlined implementation to wireless network operators, internet service providers, government and public safety agencies, broadcast and media companies, and other businesses. As of December 31, 2025, Array owns 4,450 towers in 19 states.

Noncontrolling interest investments

Array holds noncontrolling interests in primarily wireless operating companies that generate material amounts of income and cash distributions. These entities primarily consist of wireless entities managed by Verizon and AT&T. The noncontrolling wireless entities managed by Array also sold their wireless operations to T-Mobile in separate transactions on August 1, 2025, coterminous with the sale of Array's consolidated wireless operations sold to T-Mobile on the same date. Going forward, these noncontrolling entities that are managed by Array consist primarily of tower operations.

Retained spectrum

Array holds wireless spectrum that is subject to sale agreements described below, and additional wireless spectrum not subject to pending sale agreements that Array seeks to opportunistically monetize. As of December 31, 2025, the book value of the remaining spectrum not subject to pending sale agreements was $1,584.8 million and includes primarily C-Band spectrum. Array incurred costs related to the management of the retained spectrum of $3.8 million as a standalone tower company during the six months ended December 31, 2025.

Index to MD&A

OPERATIONS


As of December 31, 2025
Owned towers			4,450
Number of colocations1			4,572
Tower tenancy rate1			1.03

1 Includes T-Mobile MLA committed site minimum of 2,015. Excludes Interim Sites whereby T-Mobile is leasing up to 1,800 sites for a period of up to 30 months subject to the terms and conditions of the MLA.

Index to MD&A

Financial Overview — Array


Year Ended December 31,	2025		2024		2023		2025 vs. 2024		2024 vs. 2023
(Dollars in thousands)
Operating revenues
Site rental	$	154,654	$	102,610	$	100,382	51	%	2	%
Services	8,307		323		87		N/M		N/M
Total operating revenues	162,961		102,933		100,469		58	%	2	%
Operating expenses
Cost of operations (excluding Depreciation, amortization and accretion reported below	79,485		72,997		67,890		9	%	8	%
Selling, general and administrative	84,444		102,556		101,407		(18)	%	1	%
Depreciation, amortization and accretion	48,262		47,212		49,984		2	%	(6)	%
Loss on impairment of licenses	47,679		136,234		—		(65)	%	N/M
(Gain) loss on asset disposals, net	1,746		809		(4,417)		N/M		N/M

(Gain) loss on license sales and exchanges, net	(6,123)		3,460		(2,170)		N/M		N/M
Total operating expenses	255,493		363,268		212,694		(30)	%	71	%
Operating income (loss)	(92,532)		(260,335)		(112,225)		64	%	N/M

Other income (expense)
Equity in earnings of unconsolidated entities	173,754		161,364		158,296		8	%	2	%
Interest and dividend income	18,917		11,656		9,774		62	%	19	%

Interest expense	(28,222)		(12,405)		(14,606)		N/M		15	%
Short-term imputed spectrum lease income	69,033		—		—		N/M		–
Other, net	169		—		(7)		N/M		N/M
Total other income	233,651		160,615		153,457		45	%	5	%

Income (loss) before income taxes	141,119		(99,720)		41,232		N/M		N/M
Income tax expense (benefit)	(31,148)		(19,256)		32,855		(62)	%	N/M
Net income (loss) from continuing operations	$	172,267	$	(80,464)	$	8,377	N/M		N/M











Adjusted OIBDA from continuing operations (Non-GAAP)1	$	1,476	$	(51,099)	$	(60,493)	N/M		16	%
Adjusted EBITDA from continuing operations (Non-GAAP)1	$	194,316	$	121,921	$	107,570	59	%	13	%

Capital expenditures from continuing operations2	$	29,911	$	19,123	$	41,040	56	%	(53)	%

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.

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

2025-2024 Commentary

Site rental revenues

Site rental revenues increased in 2025 primarily as a result of the execution of the T-Mobile MLA, pursuant to which T-Mobile leases space on an additional minimum 2,015 Array-owned towers, which were not under existing leases with T-Mobile, for a minimum of 15 years and leases space on approximately 1,800 Array-owned towers on an interim basis. The duration of the interim lease is 30 months, and T-Mobile may cancel such interim leases at their option on a tower-by-tower basis at any time. Array expects T-Mobile to cancel the interim leases prior to the full 30-month duration, and expects revenue to decline correspondingly. Revenue from the interim leases in 2025, which represents five months of revenue from the August 1, 2025 MLA commencement date, was $13.6 million. Further, the MLA extends the license term for approximately 600 existing T-Mobile colocations on Array towers for a new 15-year term commencing on August 1, 2025.

Index to MD&A

Array received a letter from DISH Wireless dated in September 2025 claiming that its obligations under its Master Lease Agreement with Array are excused due to actions taken by the FCC and subsequent agreements to sell spectrum assets. Site rental revenues from DISH Wireless were $6.5 million in 2025. Further, DISH Wireless is contractually committed to levels of revenue commensurate with 2025, subject to escalators, through 2031, and a declining revenue commitment in 2032-2035. DISH Wireless has failed to make certain payments due to Array under their contractual commitment. While Array believes that DISH Wireless' claim that its obligation under its Agreement with Array are excused is without merit, Array cannot predict with certainty whether and the degree to which its current or future year revenues will be negatively impacted as a result of this claim.

Services revenues

Services revenue increased in 2025 due primarily to an increase in application and related fees as a result of Array fully insourcing sales and leasing operations in early 2025. Additionally, the T-Mobile integration drove significant service revenue due to fees collected for structural analysis performed. Prior to this operational change, a large majority of these fees were retained by the outsourced provider as a component of their compensation.

Cost of operations

Cost of operations increased in 2025 due primarily to an increase in cell site ground rent related to annual escalators and additional sites, and an increase in structural analysis expense as a result of the T-Mobile MLA.

Selling, general and administrative

Selling, general and administrative expenses decreased in 2025 due primarily to decreases in expenses related to the strategic alternative review, partially offset by an increase in bad debts expense. Selling, general and administrative expenses in the second half of 2025 include costs to support the winddown of the legacy wireless operations. These expenses are expected to persist at a declining rate into future periods.

Loss on impairment of licenses

Loss on impairment of licenses decreased in 2025 due to decreases in the amount of impairments recorded on wireless spectrum licenses. See Note 8 — Intangible Assets in the Notes to Consolidated Financial Statements for additional information regarding these impairments.

Equity in earnings of unconsolidated entities

Equity in earnings of unconsolidated entities represents Array’s 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. Array holds noncontrolling interests in three entities in the state of Iowa that sold their wireless operations to T-Mobile in three separate transactions on August 1, 2025, the same date that Array sold its wireless operations to T-Mobile. As a result of the Iowa entities' sale of their wireless operations, these entities recognized a gain on sale, and Array's proportionate share of the gain was included in Equity in earnings of unconsolidated entities in the amount of $33.4 million, which was the primary driver of the year-over-year increase in 2025. See Note 9 — Investments in Unconsolidated Entities in the Notes to Consolidated Financial Statements for additional information.

Interest and dividend income

Interest and dividend income increased in 2025 due primarily to an increase in interest income earned on the proceeds from the sale of the wireless operations to T-Mobile.

Interest expense

Interest expense from continuing operations excludes interest costs in all periods associated with term loans repaid, and debt exchanged, in conjunction with the sale of Array's wireless operations to T-Mobile. As a result, Interest expense increased in 2025 due primarily to the new term loan that Array entered into in August 2025, and lower capitalized interest.

Short-term imputed spectrum lease income

Short-term imputed spectrum lease income increased in 2025 due to the execution of the Short-Term Spectrum Manager Lease Agreement and Short-Term Spectrum Manager Sublease Agreements, which provide T-Mobile with an exclusive license to use certain Array spectrum assets and leases at no cost for up to one year. The portion of the purchase price allocated to the use of this spectrum will be amortized over one year.

Income tax expense (benefit)

Income tax benefit on continuing operations increased in 2025 due primarily to favorable reductions to valuation allowances related to deferred tax assets that are now likely to be realized by the taxable income generated from the sale of wireless operations and select spectrum assets to T-Mobile, and/or the future License Purchase Agreements classified as held for sale as of December 31, 2025. This increase was partially offset by a decrease in the deferred tax benefit on the impairment of certain wireless spectrum licenses, which was smaller in 2025 than the impairment recorded in 2024.

Index to MD&A

2024-2023 Commentary

Site rental revenues

Site rental revenues increased in 2024 due primarily to an increase in new tenant lease executions.

Cost of operations

Cost of operations increased in 2024 as a result of increases in cell site ground rent and maintenance expenses.

Loss on impairment of licenses

Loss on impairment of licenses increased in 2024 due to the wireless spectrum license impairment change recorded during the third quarter of 2024. See Note 8 — Intangible Assets in the Notes to Consolidated Financial Statements for additional information regarding this impairment.

Equity in earnings of unconsolidated entities

Income tax expense (benefit)

Income tax expense decreased in 2024 due primarily to the deferred tax impact of the wireless spectrum license impairment charge recorded in the third quarter of 2024.

Index to MD&A

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, ~~funds~~dividends, ~~available~~distributions ~~under~~from ~~its~~unconsolidated ~~financing agreements~~entities, ~~preferred~~expected ~~share offerings, and~~ cash flows from operating ~~and~~activities ~~certain investing~~ and ~~financing~~funds ~~activities,~~available ~~including~~under ~~sales~~its offinancing ~~assets~~agreements orwill ~~businesses,~~provide ~~provided~~ sufficient liquidity ~~and financial flexibility~~ for TDS to meet its ~~day-to-day~~funding ~~operating~~ needs. ~~and~~TDS ~~debt~~requires ~~service~~funding ~~requirements~~for, toamong ~~finance~~other ~~the~~uses, ~~build~~day-~~out~~to-day ~~and~~operations, ~~enhancement~~capital ~~of markets~~expenditures, ~~pay~~fiber ~~dividends~~deployments and toE-ACAM ~~fund~~builds, ~~acquisitions.~~payment ~~There~~of isdividends, nodebt ~~assurance~~service ~~that~~requirements, ~~this~~repurchases ~~will~~of beshares ~~the~~and ~~case~~potential inacquisitions ~~the~~of ~~future. TDS has incurred negative free cash flow at times in past periods~~land, ~~and~~land ~~this~~easements ~~could~~or ~~occur~~additional ~~in future periods~~towers.

TDS believes that existing cash and investment balances, funds available under its financing agreements, its ability to obtain future external financing, potential dispositions and expected cash flows from operating and investing activities will provide sufficient liquidity for TDS to meet its day-to-day operating needs and debt service requirements. In addition, TDS retains the ability, as described below, to reduce its capital expenditures to lower its funding needs.

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 on acceptable terms.

TDS will continue to monitor the rapidly changing business and market conditions and is taking and intends to take 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 Array cash.

In January 2026, Array closed on the sale of certain 3.45 GHz and 700MHz wireless spectrum licenses to AT&T for total proceeds of $1,018.0 million and expects a cash income tax liability on the transaction of approximately $130.0 million, most of which will be paid during the second quarter of 2026. In February 2026, Array paid a special dividend per Common and Series A outstanding share of $10.25 for a total amount paid of $885.5 million. TDS, which owns 82.0% of the equity of Array as of December 31, 2025, received its pro-rata share of the special dividend in the amount of $725.6 million.

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 and bank deposit accounts. Refer to the Consolidated Cash Flow Analysis for additional information related to changes in Cash and cash equivalents.

Index to MD&A

In addition to Cash and cash equivalents, TDS and UScellular had available undrawn borrowing capacity from the following debt facilities at December 31, 2024. See the Financing section below for further details.

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

Financing

Revolving Credit Agreements

TDS and ~~UScellular~~Array have unsecured revolving credit agreements with maximum borrowing capacities of $400.0 million and $~~300~~100.0 million, respectively. Amounts under the ~~revolving credit~~ agreements may be borrowed, repaid and reborrowed from time to time until maturity in ~~July~~December ~~2026~~2030. ~~During~~As ~~2024,~~of ~~TDS~~December ~~borrowed~~31, ~~$100~~2025, ~~million~~there ~~and~~were ~~repaid~~no ~~$200~~outstanding ~~million~~borrowings under ~~its~~the ~~revolving~~agreements, ~~credit~~except ~~agreement.~~for Asletters of ~~December 31~~credit, ~~2024,~~and TDS' and ~~UScellular~~Array’s unused borrowing capacity was $399.4 million and $~~300~~99.9 million, respectively.

Unsecured Term Loan Agreements

In August 2025, TDS ~~has~~repaid ~~unsecured~~the ~~term~~entire ~~loan~~outstanding ~~agreements~~borrowings ~~with~~under ~~maximum~~all ~~borrowing~~of ~~capacities~~its unsecured term loan agreements of $~~500~~781.3 million. ~~The~~TDS ~~maturity~~incurred ~~dates~~a ~~for~~termination ~~the~~penalty ~~agreements~~of ~~range~~$8.9 ~~from~~million ~~July~~as ~~2028~~a toresult ~~July~~of ~~2031.~~the Asrepayment of ~~December~~one ~~31,~~of ~~2024~~its agreements, ~~TDS~~which ~~has~~was ~~borrowed~~recorded ~~the~~to ~~full~~Interest ~~amounts~~expense ~~available~~in ~~under~~ the ~~agreements~~Consolidated ~~and~~Statement ~~the~~of ~~outstanding borrowings were $487 million~~Operations.

In ~~May~~August ~~2024~~2025, ~~TDS~~Array ~~entered~~repaid ~~into~~the aentire ~~$375~~outstanding ~~million~~borrowings under its unsecured term loan ~~credit~~agreements ~~agreement.~~of ~~At closing,~~ $~~300 million was drawn, less original issue discount, and the remaining $75 million may be drawn until November 2025~~713.3 ~~The maturity date of the agreement is May 2029. As of December 31, 2024, the outstanding borrowings under the agreement were $298~~ million.

UScellular has unsecured term loan agreements with maximum borrowing capacities of $800 million. The maturity dates for the agreements range from July 2026 to July 2031. During 2024, UScellular repaid $40 million, in addition to required quarterly installments, under its unsecured term loan agreement due July 2026. As of December 31, 2024, UScellular has borrowed the full amount available under the agreements and the outstanding borrowings were $723 million.

Index to MD&A

In August 2025, Array borrowed $325.0 million under a term loan agreement with CoBank, ACB. The maturity date of the term loan is June 2030. Borrowings bear interest at a rate of Secured Overnight Financing Rate (SOFR) plus 2.50%.

Secured Term Loan Agreement

~~TDS has a $300 million senior secured term loan credit agreement.~~ In ~~February~~August 2025, TDS ~~amended~~repaid the ~~agreement~~entire tooutstanding ~~extend~~borrowing ~~the~~under ~~maturity~~its ~~date~~secured toterm ~~the~~loan ~~earlier of (i) September 2026 and (ii) the scheduled maturity date of TDS' existing revolving credit~~ agreement ~~(which maturity date is currently July 2026). As~~ of ~~December 31, 2024, the outstanding borrowings under the agreement were~~ $300.0 million~~, which is the full amount available under the agreement~~.

This term loan is secured by a perfected security interest in certain assets of TDS, including 26 million common shares in UScellular, TDS' equity interest in certain wholly-owned subsidiaries, and all or substantially all of TDS' personal property that does not constitute equity interests. This term loan is also secured by a perfected security interest in certain assets of certain wholly-owned subsidiaries of TDS that are also guarantors, including without limitation and subject to customary exceptions, equity interests in certain wholly-owned subsidiaries of such subsidiaries and all or substantially all of the personal property of such guarantor subsidiaries that does not consist of equity interests. This 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 or otherwise customary for similar secured credit facilities.

Export Credit Financing Agreements

~~TDS~~At ~~and~~December ~~UScellular~~31, ~~each~~2025, ~~have~~TDS had a ~~$150 million~~ term loan credit facility with Export Development Canada towith ~~finance (or refinance) imported equipment, including equipment purchased prior to entering the term loan facility agreement~~$150.0 ~~The~~million ~~maturity date for the TDS agreement is December 2027 and for the UScellular agreement is January 2027. As~~ of ~~December~~principal ~~31, 2024, TDS and UScellular have both borrowed the full amount available under the agreements~~outstanding.

~~Receivables~~In ~~Securitization~~January ~~Agreement~~2026, TDS repaid the entire outstanding borrowing of $150.0 million.

~~UScellular,~~In ~~through~~August its subsidiaries, has a receivables securitization agreement that permits securitized borrowings using its equipment installment plan receivables. Amounts under the agreement may be borrowed, repaid and reborrowed from time to time until September 2025~~. Unless the agreement is amended to extend the maturity date~~, ~~repayments~~Array ~~based on receivable collections commence in October 2025. During 2024, UScellular borrowed $40 million and~~ repaid ~~$188 million under~~ the ~~agreement.~~entire ~~As of December 31, 2024, the~~ outstanding borrowings under ~~the~~its ~~agreement~~term ~~were~~loan $2agreement ~~million~~with ~~and~~Export ~~classified~~Development asCanada ~~Current portion~~ of ~~long-term debt in the Consolidated Balance Sheet, and the unused borrowing capacity was~~ $~~448~~150.0 million~~, subject to sufficient collateral to satisfy the asset borrowing base provisions of the agreement~~.

Index to MD&A

Debt Covenants

The TDS and ~~UScellular~~Array revolving credit agreements, ~~term loan agreements including~~ the ~~secured~~Array term loan, ~~export~~agreement ~~credit~~with ~~financing~~CoBank ~~agreements~~ and the ~~UScellular~~TDS ~~receivables~~export ~~securitization~~credit financing 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. Following the sale of the Array wireless operations to T-Mobile, TDS and ~~UScellular~~Array are required to maintain ~~the~~a Consolidated Leverage Ratio, as defined in the agreements, as of the end of any fiscal quarter atfrom aand ~~level~~including ~~not to exceed~~ the ~~following:~~quarter ~~4.25~~in towhich ~~1.00~~such ~~from~~sale ~~January~~occurs 1,at ~~2023~~a tolevel ~~March~~not ~~31, 2024; 4.00~~ to ~~1.00~~exceed ~~from April 1, 2024 through March 31, 2025;~~ 3.7550 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 that they were in compliance as of December 31, ~~2024~~2025 with all such financial covenants.

~~The~~TDS ~~term~~believes ~~loan~~that ~~agreement~~it ~~entered~~and/or ~~into~~its subsidiaries were in ~~May~~compliance ~~2024~~as ~~requires~~of ~~TDS~~December to31, ~~comply~~2025, with ~~certain~~all ~~affirmative~~covenants and ~~negative~~other ~~covenants,~~requirements ~~which~~set ~~includes~~forth ain ~~financial~~the ~~covenant~~TDS ~~that~~and ~~may~~Array ~~restrict~~long-term ~~the~~debt ~~borrowing capacity available~~indentures. TDS isand ~~required~~Array tohave ~~maintain the Consolidated Leverage Ratio as of the end of any fiscal quarter at a level~~ not tofailed ~~exceed the following: 4.50~~ to ~~1.00~~make ~~from~~nor ~~April~~do 1,they ~~2024~~expect ~~through~~to ~~March~~fail ~~31, 2025; 4.25~~ to ~~1.00~~make ~~from~~any ~~April~~scheduled 1,payment ~~2025 and thereafter. TDS believes that it was in compliance as~~ of ~~December~~principal ~~31,~~or ~~2024~~interest ~~with~~under such ~~financial covenant~~indentures.

TDS believes that it and/or its subsidiaries were in compliance as of December 31, 2024, with all covenants and other requirements set forth in the TDS and UScellular long-term debt indentures. TDS and UScellular have not failed to make nor do they expect to fail to make any scheduled payment of principal or interest under such indentures.

Other Long-Term Financing

~~TDS~~The T-Mobile transaction to sell the wireless operations and ~~UScellular~~select ~~each~~spectrum ~~have~~assets anincluded ~~effective~~a ~~shelf~~debt ~~registration~~exchange ~~statement~~offer onwhereby ~~Form~~debt ~~S-3~~issued toby ~~issue~~Array ~~senior~~could orbe ~~subordinated~~exchanged for debt ~~securities,~~issued ~~preferred~~by ~~shares~~T-Mobile, ~~and~~which ~~depositary~~reduced ~~shares.~~the ~~The~~cash ~~proceeds~~portion ~~from~~of ~~any~~the ~~such~~purchase ~~issuances~~price. ~~may~~The bedebt ~~used~~exchange ~~for~~offering ~~general~~closed ~~corporate~~on ~~purposes~~August 5, ~~including~~2025 ~~the~~and ~~possible~~resulted ~~reduction~~in the exchange of ~~other~~$1,680.1 ~~short-term~~million orof long-term debt; ~~spectrum~~comprised ~~purchases;~~of ~~capital~~the ~~expenditures;~~following ~~acquisition~~Array notes: $488.9 million of 6.7% Senior Notes, ~~construction~~$394.2 million of 6.25% Senior Notes, $401.5 million of 5.5% March 2070 Senior Notes and ~~development~~$395.5 ~~programs;~~million ~~working~~of ~~capital;~~5.5% ~~additional~~June ~~investments~~2070 inSenior ~~subsidiaries;~~Notes. orAs a result, on August 5, 2025, after the ~~repurchase~~debt exchange, Array retained $363.9 million of ~~shares~~senior notes, consisting of $55. 1 million of 6.7% Senior Notes, $105.8 million of 6.25% Senior Notes, $98.5 million of 5.5% March 2070 Senior Notes, and $104.5 million of 5.5% June 2070 Senior Notes. The ~~ability~~write-off of ~~TDS~~the orunamortized ~~UScellular~~discount toand ~~complete~~debt anissuance ~~offering~~costs ~~pursuant~~related to ~~such~~the ~~shelf~~exchanged ~~registration~~debt ~~statements~~of is$47.7 ~~subject~~million was recorded to ~~market~~(Gain) ~~conditions~~loss on sale of business and other ~~factors~~exit atcosts, ~~the~~net ~~time~~within discontinued operations in 2025.

TDS and ~~UScellular,~~Array ateach ~~their~~have ~~discretion,~~an ~~may~~effective ~~from~~shelf ~~time~~registration tostatement ~~time~~on ~~seek~~Form S-3 to ~~retire~~issue senior or ~~purchase~~subordinated ~~their outstanding~~ debt ~~through~~securities, ~~cash~~preferred ~~purchases~~shares and~~/or~~ ~~exchanges~~depositary shares. The proceeds from any such issuances may be used for ~~other~~general ~~securities~~corporate purposes, inincluding ~~open~~the ~~market~~possible reduction of other short-term or long-term debt; spectrum purchases,; ~~privately~~capital ~~negotiated~~expenditures; ~~transactions~~acquisition, ~~tender~~construction ~~offers,~~and ~~exchange~~development ~~offers~~programs; working capital; additional investments in subsidiaries; or ~~otherwise~~the repurchase of shares. ~~Such~~The ~~repurchases~~ability of TDS or ~~exchanges,~~Array ifto ~~any,~~complete ~~will~~an ~~depend~~offering onpursuant ~~prevailing~~to ~~market~~such ~~conditions,~~shelf ~~liquidity~~registration ~~requirements,~~statements ~~contractual~~is ~~restrictions~~subject to market conditions and other factors~~. The~~ ~~amounts~~at ~~involved~~the ~~may be material~~time.

TDS and Array, at their discretion, may from time to time seek to retire or purchase their outstanding debt through cash purchases and/or exchanges for other securities, in open market purchases, privately negotiated transactions, tender offers, exchange offers or otherwise. Such repurchases or exchanges, if any, will depend on prevailing market conditions, liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

Refer to Market Risk — Long-Term Debt for additional information regarding required principal payments and the weighted average interest rates related to TDS’ Long-term debt.

See Note 2 — Discontinued Operations and 13 — Debt in the Notes to Consolidated Financial Statements for additional information related to ~~the~~ financing ~~agreements~~activities.

Credit Ratings

In certain circumstances, TDS’ and ~~UScellular~~Array’s interest cost on their various agreements may be subject to increase if their current credit ratings from nationally recognized credit rating agencies are lowered, and may be subject to decrease if the ratings are raised. The agreements do not cease to be available nor do the maturity dates accelerate solely as a result of a downgrade in TDS’ or ~~UScellular~~Array’s credit rating. However, downgrades in TDS’ or ~~UScellular~~Array’s credit rating could adversely affect their ability to renew the agreements, obtain consents, waivers, or amendments, or obtain access to other credit agreements in the future.

~~TDS and UScellular are rated as sub-investment grade issuers. The TDS and UScellular issuer credit ratings as of December 31, 2024, and the dates such ratings were issued were as follows:~~41

Rating Agency	Rating	Outlook
Moody's (issued May 2024)	Ba1	rating under review
Standard & Poor's (issued August 2023)	BB	watch-developing outlook
Fitch Ratings (issued May 2024)	BB+	rating watch negative

The TDS and UScellular credit ratings may be impacted in the future based on the outcomes of the T-Mobile, Verizon and AT&T transactions and the remaining UScellular business, among other factors.

Index to MD&A

The TDS and Array issuer credit ratings as of December 31, 2025, and the dates such ratings were issued were as follows:


Rating Agency	Rating	Outlook
Moody's (issued August 2025)	Ba1	stable outlook

Standard & Poor's (issued August 2025)	BBB-	stable outlook
Fitch Ratings (issued September 2025)	BB+	stable outlook

Capital Requirements

The discussion below is intended to highlight some of the significant cash outlays expected during ~~2025~~2026 and beyond and to highlight the spending incurred in current and prior years for these items. This discussion does not include cash required to fund normal operations, and is not a comprehensive list of capital requirements. Significant cash requirements that are not routine or in the normal course of business could arise from time to time.

Capital Expenditures

TDS makes substantial investments to acquire, construct and upgrade telecommunications networks and facilities to remain competitive and as a basis for creating long-term value for shareholders. In recent years, changes in technology have required substantial investments in TDS’ networks to remain competitive; this is expected to continue in ~~2025~~2026 and future years with the continued deployment of ~~5G technology for UScellular, and the continued deployment of~~ fiber for TDS Telecom.

Capital expenditures for continuing operations (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, in ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023 were as follows:

Capital Expenditures

(Dollars in millions)

~~UScellular~~TDS Telecom’s capital expenditures were $~~577~~406.4 million, $~~611~~323.8 million and $~~717~~576.5 million in ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, respectively. In ~~2024~~2025, ~~UScellular's~~these capital expenditures were used for the following purposes:

•Continue tofiber ~~deploy~~deployment 5Gin ~~using~~expansion ~~mid-band~~markets ~~spectrum to provide additional speed~~ and ~~capacity~~ to ~~accommodate~~meet ~~increased~~E-ACAM ~~data~~build-out ~~usage by current customers~~requirements; ~~and~~

•Invest in information technology to support existing and new services and products.

TDS Telecom’s capital expenditures were $324 million, $577 million and $556 million in 2024, 2023 and 2022, respectively. In 2024, these capital expenditures were used 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 Telecom's capital expenditures for ~~2025~~2026 are expected to be between $~~375~~550 million and $~~425~~600 million. These expenditures are expected to be used for similar purposes as those listed above.

~~TDS~~Array’s ~~intends~~capital toexpenditures ~~finance~~were ~~its~~$29.9 ~~capital~~million, ~~expenditures~~$19.1 ~~for~~million ~~2025~~and ~~using~~$41.0 ~~primarily~~million ~~Cash~~in ~~flows~~2025, ~~from~~2024 ~~operating~~and ~~activities~~2023, ~~existing~~respectively. Capital ~~cash~~expenditures ~~balances~~were ~~and~~used ~~additional~~principally ~~debt~~for ~~financing~~tower ~~from~~maintenance, ~~its~~purchases ~~existing~~of ~~agreements~~land interests, tower builds and~~/or~~ ~~other~~one-time ~~forms~~costs of ~~available~~migrating ~~financing~~the tower light monitoring function to Array's long-term solution.

Array's capital expenditures for 2026 are expected to be between $25.0 and $35.0 million. These capital expenditures are expected to be used for purchases of land interests which are opportunistic in nature, tower maintenance, tower builds and one-time costs of migrating the tower light monitoring function to Array's long-term solution.

TDS intends to finance its capital expenditures for 2026 using primarily Cash flows from operating activities, dividends and existing cash balances.

Index to MD&A

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 7 — Acquisitions and Divestitures in the Notes to Consolidated Financial Statements for additional information related to divestitures.

Index to MD&A

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 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 16 — 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 Programs

During 2025, TDS ~~had~~repurchased no2,843,427 ~~share~~Common ~~repurchases~~Shares ~~during~~for ~~2024~~$108.1 million at an average cost per share of $38.03. As of December 31, ~~2024~~2025, the maximum dollar value of TDS Common Shares that may yet be purchased under TDS' program was $~~132~~523.9 million.

During ~~2024~~2025, ~~UScellular~~Array repurchased ~~939~~328,~~999~~835 Common Shares for $5520.9 million at an average cost per share of $5863.0649. AtAs of December 31, ~~2024~~2025, the total cumulative amount of ~~UScellular~~Array Common Shares authorized to be repurchased is ~~986~~658,~~942~~107.

~~Depending~~For onadditional ~~its~~information ~~future~~related ~~financial~~to ~~performance,~~the ~~construction,~~current ~~development~~TDS and ~~acquisition~~Array ~~programs,~~repurchase ~~and available sources of financing~~authorizations, ~~TDS~~see ~~and~~Note ~~UScellular~~18 ~~may~~— ~~not~~Shareholders’ ~~have~~Equity ~~sufficient~~in ~~liquidity~~the orNotes ~~capital resources~~ to ~~make~~Consolidated ~~share~~Financial ~~repurchases~~Statements. ~~Therefore, there is no assurance that TDS and UScellular will make any share repurchases in the future.~~

For additional information related to the current TDS and UScellular repurchase authorizations, see Note 18 — Shareholders’ Equity in the Notes to Consolidated Financial Statements.

Dividends

TDS paid quarterly dividends per outstanding share of $0.04 in 2025. TDS paid quarterly dividends per outstanding share of $0.19 in the first quarter of 2024 and $0.04 in each of the second, third and fourth quarters of 2024. TDS paid quarterly dividends per outstanding share of $0.185 in 2023 ~~and $0~~.~~180~~ ~~in 2022.~~ 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 cash dividends.

TDS paid quarterly dividends per outstanding Series UU depositary share (each representing 1/1,000th of a Preferred Share) of $0.414 in ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023.

TDS paid quarterly dividends per outstanding Series VV depositary share (each representing 1/1,000th of a Preferred Share) of $0.375 in ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023.

54Array has not paid any regular cash dividends in past periods. In conjunction with the close of the transaction of the sale of Array's wireless operations to T-Mobile on 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 shareholders of record on August 11, 2025, which was paid on August 19, 2025. In conjunction with the close of the transaction of the sale of spectrum licenses to AT&T on January 13, 2026, on this same date, the Array Board of Directors declared a special dividend per Common and Series A outstanding share of $10.25 for shareholders of record on January 23, 2026, which was paid on February 2, 2026. TDS, which owns 82.0% of the equity of Array as of December 31, 2025, received its pro-rata share of the special dividend. Array expects its pending sale of spectrum licenses to Verizon, which is subject to regulatory approval and customary closing conditions, to deliver substantial proceeds and expects its Board of Directors to declare a special dividend upon closure of the transaction. While no decisions have been made, the Array Board of Directors may declare regular cash dividends after the close of the Verizon transaction.

Index to MD&A

Consolidated Cash Flow Analysis

~~TDS~~The ~~operates~~following adiscussion ~~capital-intensive~~summarizes ~~business.~~ TDS' ~~makes~~cash ~~substantial~~flow ~~investments~~activities ~~to acquire wireless spectrum licenses and to construct and upgrade communications networks and facilities with a goal of creating long-term value for shareholders. In recent years, rapid 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 needs2025, ~~TDS~~2024 ~~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 7 — Divestitures in the Notes to Consolidated Financial Statements for additional information~~2023. Cash flows may fluctuate from quarter to quarter and year to year due to ~~seasonality,~~ timing and other factors. ~~The~~ ~~following~~This discussion ~~summarizes~~is ~~TDS’~~intended ~~cash~~to ~~flow~~highlight ~~activities~~the insignificant ~~2024~~changes and ~~2023.~~is ~~For~~not aintended ~~discussion of 2022, refer~~ to ~~Management's~~fully ~~Discussion~~reconcile ~~and Analysis of Financial Condition and Results of Operations in TDS' Annual Report on Form 10-K for~~ the ~~year ended December 31, 2023, filed with the SEC on February 16, 2024~~changes.

2025 Commentary

TDS’ Cash, cash equivalents and restricted cash increased $386.9 million. Net cash provided by operating activities related to continuing operations was $338.3 million due to net income of $151.1 million adjusted for non-cash items of $209.9 million and distributions received from unconsolidated entities of $215.6 million, including $79.5 million in distributions from the Los Angeles SMSA Limited Partnership (LA Partnership). Distributions from noncontrolling wireless entities managed by Array included a special distribution of $42.5 million related to the proceeds received by three entities in the state of Iowa that sold their wireless operations to T-Mobile on August 1, 2025. In addition, distributions from certain equity method investments operated by Verizon included a special distribution of $25.3 million related to proceeds received by Verizon managed entities related to Verizon's tower transaction with Vertical Bridge that closed in December 2024. This was partially offset by lower current year distributions due to adjustments made by certain equity method investees for prior period activity. The changes in working capital items which decreased net cash by $238.4 million were primarily driven by the payment of associate bonuses, deferred revenue related to spectrum leases, increase in receivable balances and the timing of tax payments. Net cash provided by operating activities related to discontinued operations were $251.6 million.

Cash flows used for investing activities related to continuing operations were $318.3 million, due primarily to payments for property, plant and equipment of $390.5 million, partially offset by cash received from divestitures of $72.3 million. Cash flows provided by investing activities related to discontinued operations were $2,462.4 million.

Cash flows used for financing activities related to continuing operations were $2,326.5 million, due primarily to repayments on TDS and Array long-term debt agreements of $1,962.1 million, the payment of $358.6 million in Array dividends, the repurchase of TDS Common Shares of $108.1 million, the payment of $87.7 million in TDS dividends, tax withholdings, net of cash receipts, for Array stock-based compensation awards of $63.4 million due to Array awards that accelerated upon change in control and associate terminations, distributions to noncontrolling interests of $21.9 million due to the sale of the wireless operations to T-Mobile and the repurchase of Array Common Shares of $21.4 million. These were partially offset by $325.0 million borrowed under the Array CoBank term loan agreement. Cash flows used for financing activities related to discontinued operations were $20.5 million.

2024 Commentary

TDS’ Cash, cash equivalents and restricted cash increased $~~114~~113.9 million. Net cash provided by operating activities related to continuing operations was $~~1,145~~295.8 million due to net loss of $2681.3 million adjusted for non-cash items of $~~1,070~~257.0 million and distributions received from unconsolidated entities of $~~169~~168.7 million, including $7574.8 million in distributions from the LA Partnership. This was partially offset by changes in working capital items which decreased net cash by $68 48.6 million. The working capital changes were primarily driven by ~~an increase in receivable balances and~~ the timing of vendor payments,. ~~partially~~Net ~~offset~~cash provided by ~~reduced~~operating ~~inventory~~activities ~~balances~~related to discontinued operations were $850.1 million.

~~Distributions~~Cash ~~from~~flows ~~certain~~used ~~equity~~for ~~method~~investing ~~investments~~activities ~~operated~~related ~~by Verizon are expected~~ to ~~include~~continuing ~~incremental~~operations ~~discrete~~were ~~amounts~~$235.9 inmillion, ~~2025~~due ~~related~~primarily to payments ~~proceeds~~for ~~received~~property, byplant ~~Verizon~~and inequipment ~~the~~of ~~tower transaction with Vertical Bridge that closed in December 2024~~$365.4 ~~The~~million ~~process of administering these distributions is in progress~~ and itpayments isfor ~~uncertain~~wireless ~~whether~~spectrum ~~such~~licenses ~~incremental~~of ~~discrete~~$19.2 ~~amounts~~million, ~~will~~partially ~~result~~offset inby ancash ~~increase~~received ~~in total distributions~~ from ~~these~~divestitures ~~partnerships in 2025 relative to 2024 given that the final amount~~ of ~~the~~$147.3 ~~incremental~~million. ~~distributions~~Cash isflows ~~not~~used ~~known,~~for ~~and~~investing ~~total~~activities ~~distributions~~related ~~are~~to ~~dependent~~discontinued ~~upon the~~ operations ofwere ~~the~~$518.6 ~~underlying operating companies, and the general partners’ decisions on the amount and timing of any distributions, among other factors~~million.

Cash flows used for ~~investing~~financing activities related to continuing operations were $~~754~~210.8 million, due primarily to ~~payments~~ ~~for~~repayments ~~property,~~on ~~plant~~TDS and ~~equipment~~Array long-term debt agreements of $~~884~~455.5 million, ~~and~~the ~~payments~~payment ~~for~~of ~~wireless~~$104.4 ~~spectrum~~million ~~licenses~~in TDS dividends, the repurchase of Array Common Shares of $20 54.1 million, and the payment of debt issuance costs of $16.2 million. These were partially offset by ~~cash~~$440.0 ~~received~~million ~~from~~borrowed ~~divestitures~~under ofTDS and Array long-term debt agreements. Cash flows used for financing activities related to discontinued operations were $~~147~~66.6 million.

Cash flows used for financing activities were $277 million, due primarily to $200 million in repayments on the TDS revolving credit agreement, $188 million in repayments on the UScellular receivables securitization agreement, $67 million in repayments on the TDS and UScellular term loan agreements, payment of $104 million in dividends, cash paid for software licenses of $67 million and the repurchase of $54 million of UScellular Common Shares. These were partially offset by $300 million borrowed under the TDS term loan agreements, $100 million borrowed under the TDS revolving credit agreement and $40 million borrowed under the receivables securitization agreement.

2023 Commentary

TDS’ Cash, cash equivalents and restricted cash decreased $~~129~~130.0 million. Net cash provided by operating activities related to continuing operations was $~~1,142~~306.7 million due to a net loss of $~~487~~547.7 million adjusted for non-cash items of $~~1,496~~715.0 million and distributions received from unconsolidated entities of $150.3 million, including $69.1 million in distributions from the LA Partnership. This was partially offset by changes in working capital items which decreased net cash by $1710.9 million. The working capital changes were primarily driven by ~~the~~an ~~timing~~increase ofin ~~vendor~~receivable ~~payments~~balances and anchanges ~~increase~~ in ~~receivables~~other assets and liabilities, partially offset by ~~reduced~~the ~~inventory~~timing ~~balances~~of ~~and~~tax apayments. ~~federal~~Net ~~income~~cash ~~tax~~provided ~~refund~~by ofoperating ~~$57~~activities ~~million~~related ~~received~~to ~~during~~discontinued ~~the~~operations ~~second~~were ~~quarter~~$834.4 ~~of 2023~~million.

Cash flows used for investing activities related to continuing operations were $759.1~~,327~~ million, ~~which~~due ~~included~~primarily to payments for property, plant and equipment of $643.1~~,211~~ million and payments for wireless spectrum licenses of $~~130~~128.6 million. Cash flows used for investing activities related to discontinued operations were $568.0 million.

Cash flows provided byfor financing activities related to continuing operations were $56121.6 million, due primarily to ~~$365~~borrowings ~~million~~on ~~borrowed under the~~ TDS ~~revolving~~and ~~credit~~Array ~~agreement,~~long-term ~~$315~~debt ~~million~~agreements ~~borrowed~~of ~~under the UScellular receivables securitization agreement,~~ $~~300 million borrowed under the TDS secured term loan agreement~~1,081.0 ~~and $100~~ million ~~borrowed under the TDS export credit agreement~~. These were partially offset by ~~$440 million in~~ repayments on ~~the~~TDS ~~UScellular~~and ~~receivables~~Array ~~securitization~~long-term ~~agreement,~~debt agreements of $~~265~~723.3 million, in repayments on ~~the~~an ~~TDS~~Array ~~revolving~~short-term ~~credit~~debt agreement, aof $60.0 million ~~repayment~~and on the ~~UScellular EIP receivables repurchase agreement,~~ payment of $~~153~~152.7 million in TDS dividends. ~~and~~Cash ~~cash~~flows ~~paid~~used for ~~software~~financing ~~license~~activities ~~agreements~~related ofto discontinued operations were $6665.6 million.

5544

Index to MD&A

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 ~~2024~~2025 were as follows:

Current assets of discontinued operations

Current assets of discontinued operations decreased $1,163.0 million due to the sale of wireless operations to T-Mobile on August 1, 2025. See Note 2 — Discontinued Operations in the Notes to Consolidated Financial Statements for additional information.

Other current assets

Other current assets decreased $17.1 million due primarily to a decrease in restricted cash required under the Array receivables securitization agreement.

Non-current assets held for sale

Non-current assets held for sale increased $1,598.1 million due to spectrum license transactions executed in 2024 and 2025. See Note 7 — Acquisitions and Divestitures in the Notes to Consolidated Financial Statements for additional information.

Non-current assets of discontinued operations

Non-current assets of discontinued operations decreased $4,499.6 million due to the sale of wireless operations to T-Mobile on August 1, 2025. See Note 2 — Discontinued Operations in the Notes to Consolidated Financial Statements for additional information.

Licenses

Licenses decreased $1,646.7 million due primarily to the transfer of spectrum licenses related to transactions executed in 2024 and 2025 to Non-current assets held for sale. See Note 7 — Acquisitions and Divestitures in the Notes to Consolidated Financial Statements for additional information.

Other intangible assets, net of accumulated amortization

Other intangible assets, net of accumulated amortization decreased $29.1 million due primarily to amortization of TDS Telecom franchise rights.

Current portion of long-term debt

Current portion of long-term debt decreased $25.9 million due primarily to the repayment of outstanding debt on the TDS and Array term loan agreements and the Array receivables securitization agreement.

Accounts payable

Accounts payable ~~decreased~~increased $8041.0 million due primarily to ~~vendor~~increased ~~payment~~capital ~~timing~~expenditures ~~differences~~ and the ~~divestiture~~timing of ~~the~~vendor ~~hosted and managed (HMS) operations~~payments. ~~See Note 7 — Divestitures in the Notes to Consolidated Financial Statements for additional information.~~

~~Other~~Customer ~~current~~deposits ~~liabilities~~and deferred revenues

~~Other~~Customer ~~current~~deposits ~~liabilities~~and ~~decreased~~deferred revenues increased $32 78.1 million due primarily to ~~payments~~the deferral of a portion of the T-Mobile purchase price related to ~~software~~T-Mobile's ~~license~~use ~~agreements~~of certain spectrum assets at no cost for up to one year. See Note 2 — Discontinued Operations in the Notes to Consolidated Financial Statements for additional information.

56Accrued compensation

Accrued compensation decreased $90.3 million due primarily to associate bonus payments in March 2025 and reduction of headcount related to the sale of wireless operations.

Current liabilities of discontinued operations

Current liabilities of discontinued operations decreased $651.3 million, due to the sale of wireless operations to T-Mobile on August 1, 2025. See Note 2 — Discontinued Operations in the Notes to Consolidated Financial Statements for additional information.

Non-current liabilities of discontinued operations

Non-current liabilities of discontinued operations decreased $2,310.7 million due to the sale of wireless operations to T-Mobile on August 1, 2025. See Note 2 — Discontinued Operations in the Notes to Consolidated Financial Statements for additional information.

Index to MD&A

Deferred income tax liability, net

Deferred income tax liability, net decreased $237.1 million due primarily to tax impacts of the sale of the wireless operations to T-Mobile on August 1, 2025, as well as reductions to valuation allowances related to deferred tax assets that are now likely to be realized by the taxable income generated from the pending License Purchase Agreements classified as held for sale as of December 31, 2025. See Note 2 — Discontinued Operations and Note 7 — Acquisitions and Divestitures in the Notes to Consolidated Financial Statements for additional information.

Other deferred liabilities and credits

Other deferred liabilities and credits increased $113.3 million due primarily to expected decommissioning costs for certain equipment under the terms of the Securities Purchase Agreement and an increase in the asset retirement obligation due to updated removal cost estimates.

Long-term debt, net

Long-term debt, net decreased $1,592.3 million due primarily to the repayment of the TDS term loan agreements and repayment of Array's term loan and export credit financing agreements. See Note 13 — Debt in the Notes to Consolidated Financial Statements for additional information.

Noncontrolling interests with redemption features

Noncontrolling interests with redemption features decreased $15.8 million due to the acquisition of the remaining interest of King Street Wireless, LLC and Sunshine Spectrum, LLC. See Note 7 — Acquisitions and Divestitures in the Notes to Consolidated Financial Statements for additional information.

Index to MD&A

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 and Recent Accounting Pronouncements, Note 23 — Revenue Recognition and Note 11 — Leases in the Notes to Consolidated Financial Statements.

Management believes the application of the following critical accounting policies and the estimates required by such application reflect its most significant judgments and estimates used in the preparation of TDS’ consolidated financial statements.

Wireless Spectrum License Impairment – ~~UScellular~~Array

Wireless spectrum licenses ~~represent a significant component of UScellular’s consolidated assets. Wireless spectrum licenses, including those with FCC build-out requirements that have not yet been satisfied,~~ are considered to be indefinite-lived assets, and therefore, are not amortized but are tested for impairment annually or more frequently if there are events or circumstances that cause ~~UScellular~~Array to believe that their carrying values exceed their fair values. Wireless spectrum licenses are tested for impairment at the level of reporting referred to as a unit of accounting.

AsDuring ~~a result of executing~~ the ~~Securities~~third ~~Purchase Agreement with T-Mobile during the second~~ quarter of ~~2024~~2025, ~~UScellular~~Array ~~bifurcated~~continued its historical single unit of accounting into two units of accounting – wireless spectrum licenses to be sold under the Securities Purchase Agreement and wireless spectrum licenses to be retained. During the third quarter of 2024, UScellular’s efforts to monetize its spectrum assets not subject to ~~the~~pending ~~Securities~~sale ~~Purchase~~agreements. ~~Agreement~~Based ~~provided~~on ~~new~~information ~~evidence~~obtained through that ~~the~~process, ~~highest~~specifically ~~and~~suppressed ~~best~~pricing ~~use~~and ofdecrease ~~the retained spectrum to current buyers would be~~ in ~~separate~~demand ~~tranches.~~for Ashigh-band ~~a result, UScellular further divided its wireless~~ spectrum ~~licenses units of accounting from one retained unit into eleven units~~, ~~resulting~~Array ~~in twelve total units of accounting. UScellular~~ concluded that there were events and circumstances in the third quarter of ~~2024~~2025 that caused ~~UScellular~~Array to believe the carrying ~~values~~value of ~~five~~one of the units of accounting for remaining spectrum not subject to a pending sale agreement may exceed ~~their~~its respective fair ~~values~~value (i.e., triggering event), and accordingly a quantitative impairment assessment was performed for ~~those~~that ~~units~~unit. ~~There was no triggering event for the other units of accounting.~~

A market approach was used for purposes of the quantitative impairment assessment to value the wireless spectrum licenses for the ~~five~~high-band ~~units~~unit of accounting tested, ~~using~~selecting a point within a range of values established largely through industry benchmarks, FCC auction data, and precedent transactions. The ~~midpoint of the range was established as the estimate of~~ fair value ~~for each unit~~ of ~~accounting. Based on this valuation,~~ the ~~fair value of the~~ wireless spectrum licenses ~~exceeded their respective carrying values by amounts ranging from 9% to 80% for three of the units of accounting. For two of the units of accounting, the fair value of the wireless spectrum licenses~~ was less than the respective carrying value, and a $~~136~~ 47.7 million impairment was recorded to Loss on impairment of licenses for continuing operations in the Consolidated Statement of Operations ~~within UScellular’s Wireless segment~~ during the third quarter of ~~2024~~2025. ~~Substantially~~The ~~all of the~~ impairment loss was related to the retained high-band spectrum unit of accounting which includes the 28 GHz, 37 GHz and 39 GHz frequency bands, the carrying value of which was $~~161~~113.4 million after the impairment loss. The impairment loss is driven by ~~the change in the units of accounting described above combined with~~ lower fair value ~~primarily~~ attributed to high-band spectrum as a result of industry-wide challenges encountered related to the operationalization of this spectrum.

For purposes of its annual impairment test as of November 1, ~~2024~~2025, ~~UScellular~~Array performed a qualitative test for all ~~twelve~~seven of its units of accounting. The test considered several factors, including the results of the quantitative impairment assessment performed in the third quarter of ~~2024~~2025 as well as purchase prices of executed agreements to sell certain wireless spectrum licenses and other market factors. Based on these assessments, ~~UScellular~~Array concluded that it was more likely than not that the fair value of each unit of accounting exceeded its respective carrying value. Therefore, no quantitative impairment evaluation was completed.

~~For~~During ~~purposes~~the ofthird ~~its~~quarter ~~2023~~of ~~impairment test~~2024, ~~UScellular~~Array ~~had~~concluded ~~one~~that ~~unit~~there ofwere ~~accounting~~events and ~~used~~circumstances athat ~~quantitative~~caused ~~market~~Array ~~approach~~ to ~~value~~believe the ~~wireless~~carrying ~~spectrum~~values ~~license~~of ~~portfolio.~~five ~~The~~units ~~wireless~~of ~~spectrum~~accounting ~~licenses~~may ~~were~~exceed ~~pooled~~their byrespective ~~band,~~fair ~~and a range of~~ values ~~was established using industry benchmarks~~(i.e., ~~FCC~~triggering ~~auction data~~event), and ~~precedent~~accordingly ~~transactions.~~a ~~The~~quantitative ~~midpoint~~impairment ofassessment ~~the range~~ was ~~established~~performed ~~as the point estimate~~ for ~~the~~those ~~value~~units. ofThere ~~each~~was ~~band,~~no ~~and~~triggering ~~the~~event ~~sum~~for of the ~~band~~other ~~values~~units ~~was used as the point estimate value~~ of ~~UScellular's wireless spectrum license unit of~~ accounting. ~~Based on this valuation, the fair value of the wireless spectrum licenses exceeded the respective carrying value by 17% and there was no impairment of wireless spectrum licenses.~~

Based on a market approach valuation, the fair value of the wireless spectrum licenses exceeded their respective carrying values by amounts ranging from 9% to 80% for three of the units of accounting. For two of the units of accounting, the fair value of the wireless spectrum licenses was less than the respective carrying value, and a $136.2 million impairment was recorded to Loss on impairment of licenses for continuing operations in the Consolidated Statement of Operations during the third quarter of 2024. The impairment loss was substantially all related to the retained high-band spectrum unit of accounting which includes the 28 GHz, 37 GHz and 39 GHz frequency bands, the carrying value of which was $161.1 million after the impairment loss. The impairment loss was driven by a change in the units of accounting described above combined with lower fair value primarily attributed to high-band spectrum as a result of industry-wide challenges encountered related to the operationalization of this spectrum.

For purposes of its annual impairment test as of November 1, 2024, Array performed a qualitative test for all twelve of its units of accounting. The test considered several factors, including the results of the quantitative impairment assessment performed in the third quarter of 2024 as well as purchase prices of executed agreements to sell certain wireless spectrum licenses and other market factors. Based on these assessments, Array concluded that it was more likely than not that the fair value of each unit of accounting exceeded its respective carrying value. Therefore, no quantitative impairment evaluation was completed.

Income Taxes

The amounts of income tax assets and liabilities, the related income tax provision and the amount of unrecognized tax benefits are critical accounting estimates because such amounts are significant to TDS’ financial condition and results of operations.

The preparation of the consolidated financial statements requires TDS to calculate a provision for income taxes. This process involves estimating the actual current income tax liability together with assessing temporary differences resulting from the different treatment of items for tax purposes. These temporary differences result in deferred income tax assets and liabilities which are included on a net basis in TDS’ Consolidated Balance Sheet. TDS must then assess the likelihood that deferred income tax assets will be realized based on future taxable income and, to the extent management believes that realization is not likely, establish a valuation allowance. Management’s judgment is required in determining the provision for income taxes, deferred income tax assets and liabilities and any valuation allowance that is established for deferred income tax assets.

5747

Index to MD&A

TDS recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on management’s judgment as to the possible outcome that has a greater than 50% cumulative likelihood of being realized upon ultimate resolution.

See Note 5 — Income Taxes in the Notes to Consolidated Financial Statements for additional information.

~~Regulatory Matters~~48

5G Fund

On October 27, 2020, the FCC adopted rules creating the 5G Fund for Rural America, which will distribute up to $9 billion over ten years to bring 5G wireless broadband connectivity to rural America. The 5G Fund will be implemented through a two-phase competitive process, using multiround auctions to award support. The winning bidders will be required to meet certain minimum speed requirements and interim and final deployment milestones. The order provides that the 5G Fund be in lieu of the previously proposed fund (the Phase II Connect America Mobility Fund) for the development of 4G LTE. The order also provides that over time a growing percentage of the legacy support a carrier receives must be used for 5G deployment. On September 22, 2023, the FCC adopted a Further Notice of Proposed Rulemaking (FNPRM) to continue implementation of the 5G Fund. The FCC sought comment on, among other things, the definition of areas eligible for 5G Fund support, adjustment factors and metrics used to identify winning bids, and the potential inclusion of cybersecurity and supply chain management requirements for those receiving 5G Fund support. On August 29, 2024, the FCC adopted new rules to move forward with targeted investments in the deployment of advanced, 5G mobile wireless broadband services in rural communities through the 5G Fund auction process. The start date of the auction was not announced.

UScellular cannot predict at this time when the 5G Fund auction will occur, when the phase down period for its existing legacy support from the Federal USF will commence, or whether the 5G Fund auction will provide opportunities to UScellular to offset any loss in existing support.

Spectrum Auctions

On February 24, 2021, the FCC announced by way of Public Notice that UScellular was the provisional winning bidder of 254 wireless spectrum licenses in the 3.7-3.98 GHz bands for $1,283 million in Auction 107. UScellular paid $30 million of this amount in 2020 and the remainder in March 2021 and the wireless spectrum licenses were granted by the FCC in July 2021. Additionally, UScellular was obligated to pay relocation costs and accelerated relocation incentive payments of $8 million, $122 million, $8 million and $36 million in the years ended December 31, 2024, 2023, 2022 and 2021, respectively. Such additional costs were estimated, accrued and capitalized at the time the licenses were granted and have been adjusted as such costs were finalized. UScellular received full access to the spectrum in the third quarter of 2023.

FCC Enhanced Alternative Connect America Cost Model (E-ACAM)

On July 24, 2023, the FCC released an order adopting the E-ACAM program for the purpose of supporting widespread deployment of 100/20 Mbps service speeds in eligible rural areas. The program is offered and extended to carriers currently receiving ACAM or legacy rate-of-return support.

On September 28, 2023, TDS Telecom notified the FCC of its decision to accept 24 of the 25 state offers received for E-ACAM support. The enhanced program will help enable TDS Telecom to deploy high-speed internet to approximately 300,000 locations, including those eligible for E-ACAM support and those passed along the route. Starting in 2024, TDS Telecom expects to receive support of approximately $90 million per year for 15 years in exchange for meeting the 100/20 Mbps service requirement. The support replaces the prior ACAM program support received for the 24 states where TDS Telecom has wireline operations. On October 30, 2023, the Wireline Competition Bureau issued a public notice authorizing the Universal Service Administrative Company to disburse the appropriate amounts. TDS Telecom will incur capital expenditures over the next several years to meet its obligations to serve the required locations with 100/20 Mbps service.

Index to MD&A

Private Securities Litigation Reform Act of 1995

Safe Harbor Cautionary Statement

This Management's Discussion and Analysis of Financial Condition and Results of Operations and other sections of this Annual Report contain 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. See "Risk Factors" in this Form 10-K for a further discussion of these risks. 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. Readers should evaluate any statements in light of these important factors.

Announced ~~Transaction~~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~~on ~~Holdings,~~August ~~LLC~~1, ~~pursuant to which~~2025, ~~among~~and ~~other things, UScellular~~ has ~~agreed~~required tosubstantial ~~sell~~changes ~~its wireless operations and select spectrum assets~~ to ~~T-Mobile. In addition, UScellular, and certain subsidiaries of UScellular, entered into~~ the ~~Verizon~~manner ~~Purchase~~in ~~Agreement~~which onArray’s ~~October~~remaining ~~17,~~business ~~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 Securities Purchase Agreement~~conducted, ~~the~~which Verizon Purchase Agreement, or 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 ~~the~~entered ~~T-Mobile,~~into License Purchase Agreements with Verizon and ~~AT&~~T-Mobile ~~transactions~~to ~~are~~sell ~~not~~certain ~~consummated,~~wireless ~~substantial~~spectrum ~~changes~~licenses. ~~will~~There beis ~~required~~no toguarantee ~~the~~that ~~manner~~such intransactions ~~which~~contemplated ~~UScellular’s~~by ~~wireless~~the ~~business~~License isPurchase ~~conducted,~~Agreements will be consummated. Costs and weuncertainties ~~expect~~related ~~there~~to ~~will~~these betransactions acould ~~material~~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 expand and improve the quality and capacity of its ~~costs~~network toand ~~compete.~~support systems could adversely affect its operations.

▪~~TDS’~~Increasing ~~lack~~competition ~~of scale and structural disadvantages, particularly~~ in the ~~wireless~~wireline ~~business, relative to larger competitors that may have greater financial~~ and ~~other~~tower ~~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~~There inare ~~roaming~~economic ~~practices or other factors could cause TDS’ roaming revenues to decline from current levels, roaming expenses to increase from current levels~~ and~~/or~~ ~~impact~~business ~~TDS’~~risks ~~ability~~associated towith ~~service~~fixed ~~its~~rate ~~customers~~annual inescalators ~~geographic areas where TDS does not have its own network, which could have an adverse effect~~ on ~~TDS’~~Array's ~~business,~~colocation ~~financial~~revenue ~~condition or results of operations~~contracts.

▪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 is particularly reliant on its relationship with T-Mobile. DISH Wireless has failed to make certain payments due to Array under their contractual commitment. 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.

▪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.

5949

Index to MD&A

▪AAdvances ~~failure~~or changes in technology could render certain technologies used by TDS toobsolete, ~~obtain~~could ~~access~~put toTDS ~~adequate~~at ~~radio~~a ~~spectrum~~competitive todisadvantage, ~~meet~~could ~~current~~reduce TDS’ revenues or ~~anticipated~~could ~~future~~increase ~~needs~~its ~~and/or~~costs toof ~~accurately~~doing ~~predict~~business. ~~future~~Artificial ~~needs~~intelligence ~~for~~advancements ~~radio~~may ~~spectrum~~put TDS at a competitive disadvantage, in particular if TDS is not able to keep pace with its competitors, which could have an adverse effect on TDS’' business, financial condition or results of operations.

▪~~Advances~~Costs, orintegration ~~changes~~problems inor ~~technology~~other ~~could~~factors ~~render~~associated ~~certain~~with ~~technologies~~acquisitions ~~used~~or bydivestitures ~~TDS~~and/or ~~obsolete,~~expansion ~~could~~of ~~put~~ TDS’ atbusinesses acould ~~competitive~~have ~~disadvantage,~~an ~~could~~adverse ~~reduce~~effect on TDS’ ~~revenues~~business, orfinancial ~~could~~condition ~~increase~~or ~~its~~results ~~costs~~ of ~~doing business~~operations.

▪~~Complexities~~Difficulties ~~associated~~involving ~~with~~third ~~deploying~~parties ~~new~~TDS ~~technologies~~does ~~present~~business ~~substantial~~with, ~~risk~~including ~~and~~changes in the relationship with TDS’ ~~investments~~or infinancial ~~unproven~~or ~~technologies~~operational ~~may~~difficulties, ~~not~~including ~~produce~~supply ~~the~~chain ~~benefits~~disruptions ~~that~~of key suppliers, could adversely affect TDS’ ~~expects~~business, financial condition or results of operations.

▪Costs, integration problems or other factors associated with acquisitions, divestitures or exchanges of properties or wireless spectrum licenses and/or expansion of TDS’ businesses could have an adverse effect on 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, their level of indebtedness or ~~the~~their inability to access capital, deterioration in the capital markets, changes in interest rates, ~~other~~ changes in TDS~~’ or UScellular~~'s ~~performance~~ or ~~market conditions, changes in TDS~~Array’ ~~or UScellular'~~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 or cash flows from 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~~receipt ~~significant~~of ~~regulatory~~financial support, ~~and~~through isvarious ~~also~~government ~~subject~~programs tofor ~~numerous~~its ~~surcharges~~deployment ~~and~~of ~~fees~~telecommunications ~~from~~and ~~federal,~~broadband ~~state~~networks and ~~local~~services, ~~governments~~its –ability ~~the~~to ~~applicability~~properly calculate and ~~the~~pay ~~amount~~fees ~~of the support~~ and ~~fees~~surcharges ~~are~~for ~~subject~~its ~~to uncertainty~~services, ~~including~~and ~~the~~its ability to continue to pass through and collect from its customers certain of those fees and surcharges is subject to ~~customers~~uncertainty, ~~and~~the ~~this~~result ~~uncertainty~~of which 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.

Index to MD&A

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.50

Index to MD&A

Market Risk

Long-Term Debt

As of December 31, ~~2024~~2025, approximately 5045% of TDS' long-term debt was in fixed-rate senior notes and approximately 5055% 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 December 31, 2025:

	Principal Payments Due by Period
	Long-Term Debt Obligations1		Weighted-Avg. Interest Rates on Long-Term Debt Obligations2
(Dollars in millions)
(Dollars in thousands)
2025	$	31	6.7	%
2026	$	5,276	6.2	%
2026	539		6.3	%
2027	158,831		5.4	%
2027	322		6.1	%
2028	8,308		6.2	%
2028	485		6.5	%
2029	12,373		6.2	%
2029	299		11.4	%
2030	292,814		6.2	%
Thereafter	2365,~~488~~964		65.29	%
Total	$	4843,~~164~~566	65.69	%

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~~In ~~2025~~January ~~amount~~2026, ~~includes~~TDS ~~repayment~~repaid ofthe $2entire ~~million of~~ outstanding ~~borrowings~~borrowing ~~under the receivables securitization agreement. If the maturity date~~ of ~~the facility is not extended, principal repayments begin in October 2025~~$150.0 Ifmillion ~~the T-Mobile transaction is consummated, TDS expects to repay outstanding borrowings~~ under ~~certain~~its ~~long-~~term ~~debt~~loan ~~obligations.~~credit ~~See~~facility ~~Note~~with 13Export —Development ~~Debt~~Canada, inwhich ~~the~~had ~~Notes~~a tomaturity ~~Consolidated~~date ~~Financial~~of ~~Statements~~December ~~for additional information~~2027.

2Represents the weighted average stated interest rates at December 31, ~~2024~~2025, for debt maturing in the respective periods.

Fair Value of Long-Term Debt

At December 31, ~~2024~~2025 and ~~2023~~2024, the estimated fair value of long-term debt obligations, excluding lease obligations, the current portion of such long-term debt and debt financing costs, was $~~4,015~~757.5 million and $32,~~651~~420.4 million, respectively, and the book value was $~~4,119~~834.7 million and $42,~~139~~445.8 million, respectively. See Note 34 — Fair Value Measurements in the Notes to Consolidated Financial Statements for additional information.

6251

Index to MD&A

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. Certain of these measures are considered “non-GAAP financial measures” under U.S. Securities and Exchange Commission Rules. Specifically, TDS has referred to the following measures in this Form 10-K Report:

▪EBITDA

▪Adjusted EBITDA

▪Adjusted OIBDA

▪Free cash flow

▪Intangible assets impairment, net of tax

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 (loss) from continuing operations 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 (loss) from continuing operations or Cash flows from operating activities - continuing operations, 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 20 — 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~~it ~~provide~~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. 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~~, 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 (loss) ~~and/or~~from ~~Operating~~continuing ~~income~~operations ~~(loss). Income~~ and/or ~~expense items below~~ Operating income (loss) are not provided at the individual segment level for Wireless and Towers; therefore, the reconciliations begin with EBITDA and the most directly comparable GAAP measure is Operating income (loss) rather than Net income (loss) at the segment level.

6352

Index to MD&A

TDS - CONSOLIDATED	~~2024~~2025		~~2023~~2024		~~2022~~2023
(Dollars in millions)
(Dollars in thousands)
Net income (loss) (GAAP)	$	(26)	$	(487)	$	72
Net income (loss) from continuing operations (GAAP)	$	151,146	$	(81,321)	$	(547,682)
Add back:
Income tax expense	6		10		53
Income tax benefit	(62,184)		(22,067)		(15,799)
Interest expense	~~279~~112,668		~~244~~108,575		~~174~~62,177
Depreciation, amortization and accretion	~~943~~351,885		~~915~~325,697		~~929~~310,071
EBITDA (Non-GAAP)	1553,~~202~~515		~~682~~330,884		1(191,~~228~~233)
Add back or deduct:
Expenses related to strategic alternatives review	569,056		1333,304		—13,012
Loss on impairment of intangible assets	~~137~~48,579		~~547~~137,337		3546,951
(Gain) loss on asset disposals, net	3016,847		2713,141		275,269
(Gain) loss on sale of business and other exit costs, net	(6823,918)		—(68,350)		~~(1)~~—
(Gain) loss on license sales and exchanges, net	3(6,123)		~~(2)~~3,460		—(2,170)
Adjusted EBITDA (Non-GAAP)	1,360		1,267		1,257
Short-term imputed spectrum lease income	(69,033)		—		—
Adjusted EBITDA (Non-GAAP)	528,923		449,776		371,829
Deduct:
Equity in earnings of unconsolidated entities	~~164~~176,101		~~159~~163,623		159,409
Interest and dividend income	2740,307		2027,201		1720,013
Other, net	513,574		25,622		1,840
Adjusted OIBDA (Non-GAAP)	1298,~~164~~941		1253,~~086~~330		1190,~~080~~567
Deduct:
Depreciation, amortization and accretion	~~943~~351,885		~~915~~325,697		~~929~~310,071
Expenses related to strategic alternatives review	569,056		1333,304		—13,012
Loss on impairment of intangible assets	~~137~~48,579		~~547~~137,337		3546,951
(Gain) loss on asset disposals, net	3016,847		2713,141		275,269
(Gain) loss on sale of business and other exit costs, net	(6823,918)		—(68,350)		~~(1)~~—
(Gain) loss on license sales and exchanges, net	3(6,123)		~~(2)~~3,460		—(2,170)
Operating income (loss) (GAAP)	$	63(97,385)	$	(~~414~~191,259)	$	~~122~~(682,566)

UScellular	2024		2023		2022
(Dollars in millions)
Net income (loss) (GAAP)	$	(32)	$	58	$	35
Add back:
Income tax expense	10		53		37
Interest expense	183		196		163
Depreciation, amortization and accretion	665		656		700
EBITDA (Non-GAAP)	826		963		935
Add back or deduct:
Expenses related to strategic alternatives review	35		8		—
Loss on impairment of licenses	136		—		3
(Gain) loss on asset disposals, net	18		17		19
(Gain) loss on sale of business and other exit costs, net	—		—		(1)
(Gain) loss on license sales and exchanges, net	3		(2)		—
Adjusted EBITDA (Non-GAAP)	1,018		986		956
Deduct:
Equity in earnings of unconsolidated entities	161		158		158
Interest and dividend income	12		10		8
Adjusted OIBDA (Non-GAAP)	845		818		790
Deduct:
Depreciation, amortization and accretion	665		656		700
Expenses related to strategic alternatives review	35		8		—
Loss on impairment of licenses	136		—		3
(Gain) loss on asset disposals, net	18		17		19
(Gain) loss on sale of business and other exit costs, net	—		—		(1)
(Gain) loss on license sales and exchanges, net	3		(2)		—
Operating income (loss) (GAAP)	$	(12)	$	139	$	69

Index to MD&A

UScellular Wireless	2024		2023		2022
TDS TELECOM	2025		2024		2023
(Dollars in millions)
(Dollars in thousands)
EBITDA (Non-GAAP)	$	530	$	672	$	656
Net income (loss) (GAAP)	$	27,516	$	84,901	$	(483,416)
Add back or deduct:
Expenses related to strategic alternatives review	33		8		—
Income tax expense (benefit)	10,157		35,040		(25,517)
Loss on impairment of licenses	136		—		3
Interest expense	(6,654)		(5,197)		(8,050)
(Gain) loss on asset disposals, net	17		19		19
Depreciation, amortization and accretion	300,196		270,660		245,379
(Gain) loss on sale of business and other exit costs, net	—		—		(1)
EBITDA (Non-GAAP)	331,215		385,404		(271,604)
(Gain) loss on license sales and exchanges, net	3		(2)		—
Add back or deduct:
Adjusted EBITDA and Adjusted OIBDA (Non-GAAP)	719		697		677
Expenses related to strategic alternatives review	6,207		—		—
Loss on impairment of intangible assets	900		1,103		546,951
(Gain) loss on asset disposals, net	15,054		12,376		9,672
(Gain) loss on sale of business and other exit costs, net	(23,121)		(49,108)		—
Adjusted EBITDA (Non-GAAP)	330,255		349,775		285,019
Deduct:
Depreciation, amortization and accretion	620		610		655
Equity in earnings of unconsolidated entities	4		(7)		2
Expenses related to strategic alternatives review	33		8		—
Interest and dividend income	6,440		5,483		4,174
Loss on impairment of licenses	136		—		3
Other, net	4,918		3,959		1,867
(Gain) loss on asset disposals, net	17		19		19
Adjusted OIBDA (Non-GAAP)	318,893		340,340		278,976
(Gain) loss on sale of business and other exit costs, net	—		—		(1)
Deduct:
(Gain) loss on license sales and exchanges, net	3		(2)		—
Depreciation, amortization and accretion	300,196		270,660		245,379
Operating income (loss) (GAAP)	$	(90)	$	62	$	1
Expenses related to strategic alternatives review	6,207		—		—
Loss on impairment of intangible assets	900		1,103		546,951
(Gain) loss on asset disposals, net	15,054		12,376		9,672
(Gain) loss on sale of business and other exit costs, net	(23,121)		(49,108)		—
Operating income (loss) (GAAP)	$	19,657	$	105,309	$	(523,026)

UScellular Towers	2024		2023		2022
(Dollars in millions)
EBITDA (Non-GAAP)	$	123	$	123	$	113
Add back or deduct:
Expenses related to strategic alternatives review	2		—		—
(Gain) loss on asset disposals	1		(2)		—
Adjusted EBITDA and Adjusted OIBDA (Non-GAAP)	126		121		113
Deduct:
Depreciation, amortization and accretion	45		46		45
Expenses related to strategic alternatives review	2		—		—
(Gain) loss on asset disposals, net	1		(2)		—
Operating income (GAAP)	$	78	$	77	$	68

Index to MD&A

TDS TELECOM	2024		2023		2022
ARRAY	2025		2024		2023
(Dollars in millions)
(Dollars in thousands)
Net income (loss) (GAAP)	$	85	$	(483)	$	53
Net income (loss) from continuing operations (GAAP)	$	172,267	$	(80,464)	$	8,377
Add back:
Income tax expense (benefit)	(31,148)		(19,256)		32,855
Interest expense	28,222		12,405		14,606
Depreciation, amortization and accretion	48,262		47,212		49,984
EBITDA (Non-GAAP)	217,603		(40,103)		105,822
Add back or deduct:
Income tax expense (benefit)	35		(26)		23
Expenses related to strategic alternatives review	2,444		21,521		8,335
Interest expense	(5)		(8)		(7)
Loss on impairment of licenses	47,679		136,234		—
Depreciation, amortization and accretion	271		245		215
(Gain) loss on asset disposals, net	1,746		809		(4,417)
EBITDA (Non-GAAP)	385		(272)		284
(Gain) loss on license sales and exchanges, net	(6,123)		3,460		(2,170)
Add back or deduct:
Short-term imputed spectrum lease income	(69,033)		—		—
Loss on impairment of intangible assets	1		547		—
Adjusted EBITDA (Non-GAAP)	194,316		121,921		107,570
(Gain) loss on asset disposals, net	12		10		7
(Gain) loss on sale of business and other exit costs, net	(49)		—		—
Adjusted EBITDA (Non-GAAP)	350		285		291
Deduct:
Interest and dividend income	5		4		2
Equity in earnings of unconsolidated entities	173,754		161,364		158,296
Other, net	4		2		1
Interest and dividend income	18,917		11,656		9,774
Adjusted OIBDA (Non-GAAP)	340		279		288
Other, net	169		—		(7)
Adjusted OIBDA (Non-GAAP)	1,476		(51,099)		(60,493)
Deduct:
Depreciation, amortization and accretion	~~271~~48,262		~~245~~47,212		~~215~~49,984
Loss on impairment of intangible assets	1		547		—
Expenses related to strategic alternatives review	2,444		21,521		8,335
(Gain) loss on asset disposals, net	12		10		7
Loss on impairment of licenses	47,679		136,234		—
(Gain) loss on sale of business and other exit costs, net	(49)		—		—
(Gain) loss on asset disposals, net	1,746		809		(4,417)
Operating income (loss) (GAAP)	$	105	$	(523)	$	66
(Gain) loss on license sales and exchanges, net	(6,123)		3,460		(2,170)
Operating income (loss) (GAAP)	$	(92,532)	$	(260,335)	$	(112,225)

Numbers may not foot due to rounding.

Free Cash Flow

The following table presents Free cash flow from continuing operations, 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 continuing business operations after deducting Cash paid for additions to property, plant and equipment and Cash paid for software license agreements.

	2024		2023		2022
	2025		2024		2023
(Dollars in millions)
(Dollars in thousands)
Cash flows from operating activities (GAAP)	$	1,145	$	1,142	$	1,155
Cash flows from operating activities - continuing operations (GAAP)	$	338,284	$	295,780	$	306,730
Cash paid for additions to property, plant and equipment	(~~884~~390,529)		(1365,~~211~~446)		(1643,~~161~~065)
Cash paid for software license agreements	(671,933)		(661,251)		(23405)
Free cash flow (Non-GAAP)	$	194	$	(135)	$	(29)
Free cash flow - continuing operations (Non-GAAP)	$	(54,178)	$	(70,917)	$	(336,740)

6655

Index to MD&A

Intangible assets impairment, net of tax

The following non-GAAP financial measure isolates the total effects on net income of the Loss on impairment of intangible assets at TDS Telecom and UScellular, including tax impacts. TDS believes this measure may be useful to investors and other users of its financial information to assist in comparing financial results with periods that were not impacted by impairment charges.

	2024		2023		2022
(Dollars in millions)
Net income (loss) attributable to TDS common shareholders (GAAP)	$	(97)	$	(569)	$	(7)
Adjustments:
Loss on impairment of intangible assets	137		547		3
Deferred tax benefit on the tax-amortizable portion of the impaired intangible assets	(34)		(36)		—
UScellular noncontrolling public shareholders' portion of the impaired intangible assets	(18)		—		—
Subtotal of Non-GAAP adjustments	85		511		3
Net income (loss) attributable to TDS common shareholders excluding intangible assets impairment charge (Non-GAAP)	$	(12)	$	(58)	$	(4)

Table of Contents

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

See section entitled "Market Risk" in Item 7 of this Form 10-K.

6856

Table of Contents

Item 8. Financial Statements and Supplementary Data

Index to Financial Statements and Supplementary Data						Page No.
Financial Statements						7058
Consolidated Statement of Operations						7058
Consolidated Statement of Comprehensive Income						7160
Consolidated Statement of Cash Flows						7261
Consolidated Balance Sheet – Assets						7363
Consolidated Balance Sheet – Liabilities and Equity						7464
Consolidated Statement of Changes in Equity						7565
Notes to Consolidated Financial Statements						7868
Reports of Management						~~115~~105
Report of Independent Registered Public Accounting Firm						~~116~~106
Consolidated Quarterly Information (Unaudited)						108

6957

Index to Financial Statements and Supplementary Data

Financial Statements

Telephone and Data Systems, Inc.


Telephone and Data Systems, Inc.
Consolidated Statement of Operations
Year Ended December 31,	2025		2024		2023
(Dollars and shares in thousands, except per share amounts)
Operating revenues
Services	$	1,043,808	$	1,123,824	$	1,125,184
Site rental	154,654		102,610		100,382
Equipment and product sales	29,745		70,544		129,547
Total operating revenues	1,228,207		1,296,978		1,355,113

Operating expenses
Cost of operations (excluding Depreciation, amortization and accretion reported below)	478,906		526,750		571,953
Cost of equipment and products	24,354		63,506		116,766
Selling, general and administrative	435,062		486,696		488,839
Depreciation, amortization and accretion	351,885		325,697		310,071
Loss on impairment of intangible assets	48,579		137,337		546,951
(Gain) loss on asset disposals, net	16,847		13,141		5,269
(Gain) loss on sale of business and other exit costs, net	(23,918)		(68,350)		—
(Gain) loss on license sales and exchanges, net	(6,123)		3,460		(2,170)
Total operating expenses	1,325,592		1,488,237		2,037,679

Operating income (loss)	(97,385)		(191,259)		(682,566)

Other income (expense)
Equity in earnings of unconsolidated entities	176,101		163,623		159,409
Interest and dividend income	40,307		27,201		20,013

Interest expense	(112,668)		(108,575)		(62,177)
Short-term imputed spectrum lease income	69,033		—		—
Other, net	13,574		5,622		1,840
Total other income	186,347		87,871		119,085

Income (loss) before income taxes	88,962		(103,388)		(563,481)
Income tax expense (benefit)	(62,184)		(22,067)		(15,799)
Net income (loss) from continuing operations	151,146		(81,321)		(547,682)
Less: Net income (loss) from continuing operations attributable to noncontrolling interests, net of tax	33,742		(9,150)		2,727
Net income (loss) from continuing operations attributable to TDS shareholders	117,404		(72,171)		(550,409)

Net income (loss) from discontinued operations	(130,904)		54,840		60,395
Less: Net income from discontinued operations attributable to noncontrolling interests, net of tax	(7,264)		10,374		9,995
Net income (loss) from discontinued operations attributable to TDS shareholders	(123,640)		44,466		50,400

Net income (loss)	20,242		(26,481)		(487,287)
Less: Net income attributable to noncontrolling interests, net of tax	26,478		1,224		12,722
Net income (loss) attributable to TDS shareholders	(6,236)		(27,705)		(500,009)
TDS Preferred Share dividends	69,225		69,225		69,225
Net income (loss) attributable to TDS common shareholders	$	(75,461)	$	(96,930)	$	(569,234)

~~Consolidated Statement of Operations~~58

Year Ended December 31,	2024		2023		2022
(Dollars and shares in millions, except per share amounts)
Operating revenues
Service	$	4,110	$	4,169	$	4,240
Equipment and product sales	854		991		1,173
Total operating revenues	4,964		5,160		5,413
Operating expenses
Cost of services (excluding Depreciation, amortization and accretion reported below)	1,174		1,240		1,245
Cost of equipment and products	961		1,094		1,320
Selling, general and administrative	1,721		1,753		1,768
Depreciation, amortization and accretion	943		915		929
Loss on impairment of intangible assets	137		547		3
(Gain) loss on asset disposals, net	30		27		27
(Gain) loss on sale of business and other exit costs, net	(68)		—		(1)
(Gain) loss on license sales and exchanges, net	3		(2)		—
Total operating expenses	4,901		5,574		5,291
Operating income (loss)	63		(414)		122
Investment and other income (expense)
Equity in earnings of unconsolidated entities	164		159		159
Interest and dividend income	27		20		17
Interest expense	(279)		(244)		(174)
Other, net	5		2		1
Total investment and other income (expense)	(83)		(63)		3
Income (loss) before income taxes	(20)		(477)		125
Income tax expense	6		10		53
Net income (loss)	(26)		(487)		72
Less: Net income attributable to noncontrolling interests, net of tax	2		13		10
Net income (loss) attributable to TDS shareholders	(28)		(500)		62
TDS Preferred Share dividends	69		69		69
Net income (loss) attributable to TDS common shareholders	$	(97)	$	(569)	$	(7)
Basic weighted average shares outstanding	114		113		114
Basic earnings (loss) per share attributable to TDS common shareholders	$	(0.85)	$	(5.05)	$	(0.07)
Diluted weighted average shares outstanding	114		113		114
Diluted earnings (loss) per share attributable to TDS common shareholders	$	(0.85)	$	(5.06)	$	(0.07)

Index to Financial Statements and Supplementary Data


Telephone and Data Systems, Inc.
Consolidated Statement of Operations
Year Ended December 31,	2025		2024		2023
(Dollars and shares in thousands, except per share amounts)
Basic weighted average shares outstanding	115,179		113,714		112,750
Basic earnings (loss) per share from continuing operations attributable to TDS common shareholders	$	0.42	$	(1.24)	$	(5.50)
Basic earnings (loss) per share from discontinued operations attributable to TDS common shareholders	$	(1.08)	$	0.39	$	0.45
Basic earnings (loss) per share attributable to TDS common shareholders	$	(0.66)	$	(0.85)	$	(5.05)

Diluted weighted average shares outstanding	118,563		113,714		112,750
Diluted earnings (loss) per share from continuing operations attributable to TDS common shareholders	$	0.39	$	(1.24)	$	(5.50)
Diluted earnings (loss) per share from discontinued operations attributable to TDS common shareholders	$	(1.04)	$	0.39	$	0.45
Diluted earnings (loss) per share attributable to TDS common shareholders	$	(0.65)	$	(0.85)	$	(5.05)

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

7059

Index to Financial Statements and Supplementary Data

Telephone and Data Systems, Inc.

Consolidated Statement of Comprehensive Income

Year Ended December 31,	~~2024~~2025		~~2023~~2024		~~2022~~2023
(Dollars in millions)
(Dollars in thousands)
Net income (loss)	$	(26)	$	(487)	$	72
Net income (loss) from continuing operations	$	151,146	$	(81,321)	$	(547,682)
Net change in accumulated other comprehensive income
Change related to retirement plan
Amounts included in net periodic benefit cost for the period
Net actuarial gains (losses)	10		8		(4)
Net actuarial gains	5,829		9,804		7,909
Amortization of prior service cost and unrecognized net gain	(1,646)		—(877)		4424
	9		8		—
	4,183		8,927		8,333
Change in deferred income taxes	(2915)		(21,942)		—(1,627)
Change related to retirement plan, net of tax	73,268		6,985		—6,706
Net change in accumulated other comprehensive income	73,268		6,985		—6,706
Comprehensive income (loss)	(19)		(481)		72
Comprehensive income (loss) from continuing operations	154,414		(74,336)		(540,976)
Less: Net income attributable to noncontrolling interests, net of tax	2		13		10
Less: Net income (loss) from continuing operations attributable to noncontrolling interests, net of tax	33,742		(9,150)		2,727
Comprehensive income (loss) attributable to TDS shareholders	$	(21)	$	(494)	$	62
Comprehensive income (loss) from continuing operations attributable to TDS shareholders	$	120,672	$	(65,186)	$	(543,703)

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

7160

Index to Financial Statements and Supplementary Data

Telephone and Data Systems, Inc.


Telephone and Data Systems, Inc.
Consolidated Statement of Cash Flows
Year Ended December 31,	2025		2024		2023
(Dollars in thousands)
Cash flows from operating activities
Net income (loss)	$	20,242	$	(26,481)	$	(487,287)
Net income (loss) from discontinued operations	(130,904)		54,840		60,395
Net income (loss) from continuing operations	151,146		(81,321)		(547,682)
Add (deduct) adjustments to reconcile net income (loss) to net cash flows from operating activities
Depreciation, amortization and accretion	351,885		325,697		310,071
Bad debts expense	8,172		7,424		8,638
Stock-based compensation expense	27,174		18,335		19,584
Deferred income taxes, net	(66,190)		(20,978)		(15,276)
Equity in earnings of unconsolidated entities	(176,101)		(163,623)		(159,409)
Distributions from unconsolidated entities	215,599		168,701		150,290
Loss on impairment of intangible assets	48,579		137,337		546,951
(Gain) loss on asset disposals, net	16,847		13,141		5,269
(Gain) loss on sale of business and other exit costs, net	(23,918)		(68,350)		—
(Gain) loss on license sales and exchanges, net	(6,123)		3,460		(2,170)

Other operating activities	29,617		4,576		1,321
Changes in assets and liabilities from operations
Accounts receivable	(24,189)		6,185		(16,579)

Inventory	(10)		(327)		(1,112)
Accounts payable	(9,830)		(56,066)		(31,631)
Customer deposits and deferred revenues	(70,569)		399		1,204
Accrued taxes	(19,837)		(5,105)		44,226
Other assets and liabilities	(113,968)		6,295		(6,965)
Net cash provided by operating activities - continuing operations	338,284		295,780		306,730
Net cash provided by operating activities - discontinued operations	251,605		850,093		834,421
Net cash provided by operating activities	589,889		1,145,873		1,141,151

Cash flows from investing activities
Cash paid for additions to property, plant and equipment	(390,529)		(365,446)		(643,065)
Cash paid for licenses	(4,175)		(19,198)		(128,597)
Cash received from divestitures	72,342		147,267

Filing Compare · TELEPHONE & DATA SYSTEMS INC /DE/