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Discontinued Operations | 9 Months Ended
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Sep. 30, 2025
Discontinued Operations and Disposal Groups [Abstract] |
Discontinued operations | Note 2 Discontinued Operations In August 2023, TDS and Array announced that the Boards of Directors of both companies decided to initiate a process to explore a range of strategic alternatives for Array. On August 1, 2025, Array sold its wireless operations and select spectrum assets to T-Mobile US, Inc. (T-Mobile) pursuant to a Securities Purchase Agreement (Securities Purchase Agreement). TDS met the criteria to classify the wireless operations and select spectrum assets sold to T-Mobile as discontinued operations following the receipt of regulatory approval and subsequent closing of the transaction, all of which occurred during the three months ended September 30, 2025. 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. Certain of these amounts are subject to final adjustment approximately 180 days after the closing date. The final cash proceeds are subject to adjustment according to the terms and conditions of the Securities Purchase Agreement. As of September 30, 2025, Array recorded an estimated purchase price true-up due to T-Mobile of $20.2 million, which is classified as Current liabilities of discontinued operations in the Consolidated Balance Sheet. TDS expects a cash income tax liability on the T-Mobile transaction of betw een $75.0 million and $125.0 million. The transaction included a debt exchange offer whereby debt issued by Array could be exchanged for debt issued by T-Mobile, which reduced the cash portion of the purchase price. See Note 11 – Debt for additional information related to the debt exchange. The cash portion of the purchase price was also reduced by unearned contingent consideration of $89.3 million as well as other purchase price adjustments outlined in the Securities Purchase Agreement. In addition, certain licenses included in the T-Mobile transaction did not transfer to T-Mobile at the time of close and are subject to FCC approval. At closing, a $16.7 million deferral of the purchase price was recorded related to these spectrum licenses. The closing of the transaction triggered the recognition of certain cash and non-cash obligations. Such obligations include contingent advisory fees, employee compensation and severance, employee stock award costs, debt extinguishment, income tax expense, administrative costs and restructuring expenses. Array also may incur significant decommissioning costs for certain equipment and recorded a liability of $65.8 million as of September 30, 2025, which is classified as Other deferred liabilities and credits in the Consolidated Balance Sheet. As of July 31, 2025, the carrying value of the net assets sold to T-Mobile was $2,362.6. TDS recognized a loss on the transaction of $272.6 million during the three months ended September 30, 2025. Under the provisions of certain debt agreements, which did not transfer in the sale, Array was required to repay the outstanding borrowings with proceeds from the sale. Given that the repayment of debt is contractually triggered by the sale and the debt exchange is directly related to the T-Mobile transaction, the related interest expense is presented within discontinued operations. See Note 11 — Debt for additional information related to the repayment of debt and the debt exchange. The transaction was structured as an asset sale for income tax purposes. As a result, no current or deferred tax assets or liabilities were transferred to T-Mobile. On August 1, 2025, a Short-Term Spectrum Manager Lease Agreement and Short-Term Spectrum Manager Sublease Agreements became effective, 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. The portion of the purchase price allocated to the use of this spectrum was $149.3 million based on an estimate for fair market value and will be recognized to Short-term imputed spectrum lease income in the continuing operations Consolidated Statement of Operations over the one-year term. On August 1, 2025, Array and T-Mobile entered into a Master License Agreement (MLA), pursuant to which, among other things, T-Mobile has agreed to license from Array, for a minimum of 15 years, space on a minimum of 2,015 towers owned by Array. The MLA also provided that T-Mobile extend the license term for approximately 600 towers owned by Array for a new 15-year term commencing on August 1, 2025. In addition, the MLA provides terms and conditions for T-Mobile, at its option, to revert certain equipment back to Array and would make Array responsible for any decommissioning, remediation, restoration, or disposal costs of such assets. Following the close of the transaction, TDS entered into a transition services agreement (TSA) with T-Mobile to provide ongoing services and support. TDS recognized $3.0 million of income related to the TSA in Other, net in the Consolidated Statement of Operations for the three and nine months ended September 30, 2025. The carrying amounts of the major classes of assets and liabilities that transferred in the sale did not meet the criteria to be classified as held for sale in the historical Consolidated Balance Sheet as of December 31, 2024. However, during the three months ended September 30, 2025, TDS met the criteria to classify the wireless operations and select spectrum assets sold to T-Mobile as discontinued operations, and therefore, the major classes of assets and liabilities are presented as discontinued operations in the historical Consolidated Balance Sheet, as follows:
|  |  | December 31, 2024
(Dollars in thousands) |  |  |
Assets |  |  |
Accounts receivable, net |  |  | $ | 942,177 |
Inventory, net |  |  | 178,700 |
Prepaid expenses |  |  | 39,147 |
Other current assets |  |  | 3,008 |
Total current assets of discontinued operations |  |  | 1,163,032 |
Licenses |  |  | 1,298,212 |
Property, plant and equipment, net |  |  | 2,117,517 |
Operating lease right-of-use assets |  |  | 461,213 |
Other assets and deferred charges |  |  | 622,619 |
Total non-current assets of discontinued operations |  |  | 4,499,561 |
Total assets of discontinued operations |  |  | $ | 5,662,593 |
Liabilities |  |  |
Current portion of long-term debt |  |  | $ | 224 |
Accounts payable |  |  | 204,861 |
Customer deposits and deferred revenues |  |  | 236,053 |
Accrued taxes |  |  | 2,836 |
Accrued compensation |  |  | 3,032 |
Short-term operating lease liabilities |  |  | 125,137 |
Other current liabilities |  |  | 99,432 |
Total current liabilities of discontinued operations |  |  | 671,575 |
Long-term operating lease liabilities |  |  | 326,406 |
Other deferred liabilities and credits |  |  | 348,545 |
Long-term debt, net |  |  | 1,635,709 |
Total non-current liabilities of discontinued operations |  |  | 2,310,660 |
Total liabilities of discontinued operations |  |  | $ | 2,982,235 |
Net income (loss) from discontinued operations in the Consolidated Statement of Operations consists of the following:
| Three Months Ended September 30, |  | Nine Months Ended September 30, |  |
| 2025 |  | 2024 |  | 2025 |  | 2024 |  |
(Dollars in thousands) |  |  |  |  |  |  |  |  |
Operating revenues |  |  |  |  |  |  |  |  |
Service | $ | 238,088 |  |  | $ | 721,707 |  |  | $ | 1,659,802 |  |  | $ | 2,167,688 |  |  |
Equipment sales | 70,989 |  |  | 174,856 |  |  | 401,106 |  |  | 554,810 |  |  |
Total operating revenues | 309,077 |  |  | 896,563 |  |  | 2,060,908 |  |  | 2,722,498 |  |  |
Operating expenses |  |  |  |  |  |  |  |  |
System operations (excluding Depreciation, amortization and accretion reported below) | 46,502 |  |  | 161,019 |  |  | 367,994 |  |  | 486,443 |  |  |
Cost of equipment sold | 79,604 |  |  | 200,336 |  |  | 463,184 |  |  | 623,670 |  |  |
Selling, general and administrative | 79,140 |  |  | 305,844 |  |  | 700,079 |  |  | 900,807 |  |  |
Depreciation, amortization and accretion | 50,468 |  |  | 155,745 |  |  | 351,274 |  |  | 462,967 |  |  |
(Gain) loss on asset disposals, net | 913 |  |  | 3,449 |  |  | 5,314 |  |  | 13,741 |  |  |
(Gain) loss on sale of business and other exit costs, net | 272,574 |  |  | — |  |  | 272,574 |  |  | — |  |  |
Total operating expenses | 529,201 |  |  | 826,393 |  |  | 2,160,419 |  |  | 2,487,628 |  |  |
Operating income (loss) | (220,124) |  |  | 70,170 |  |  | (99,511) |  |  | 234,870 |  |  |
Other income (expense) |  |  |  |  |  |  |  |  |
Interest expense | (15,255) |  |  | (43,695) |  |  | (91,714) |  |  | (129,005) |  |  |
Other, net | 400 |  |  | (52) |  |  | 190 |  |  | (83) |  |  |
Total other income (expense) | (14,855) |  |  | (43,747) |  |  | (91,524) |  |  | (129,088) |  |  |
Income (loss) before income taxes | (234,979) |  |  | 26,423 |  |  | (191,035) |  |  | 105,782 |  |  |
Income tax expense (benefit) | (83,080) |  |  | 5,598 |  |  | (58,885) |  |  | 37,629 |  |  |
Net income (loss) from discontinued operations | $ | (151,899) |  |  | $ | 20,825 |  |  | $ | (132,150) |  |  | $ | 68,153 |  |  |

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- Definition The entire disclosure related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/205-20/tableOfContent Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 360 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/360/tableOfContent + Details
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