ARRAY DIGITAL INFRASTRUCTURE, INC.

Previous wording

United States Cellular CorporationManagement’s Discussion and Analysis ofFinancial Condition and Results of Operations

Current wording

Array Digital Infrastructure, Inc.Management’s Discussion and Analysis ofFinancial Condition and Results of Operations

Previous wording

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

Current wording

On August 1, 2025, United States Cellular Corporation changed its name to Array Digital Infrastructure, Inc. (Array). Array is used throughout this report even when referring to historical periods. On August 12, 2025, it is expected that the Array Common Shares ticker symbol on the New York Stock Exchange will change to "AD". The following discussion and analysis compares Array's financial results for the three and six months ended June 30, 2025, to the three and six months ended June 30, 2024. It should be read in conjunction with Array’s interim consolidated financial statements and notes included herein, and with the description of Array’s business, its audited consolidated financial statements and Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) included in Array’s Annual Report on Form 10-K (Form 10-K) for the year ended December 31, 2024. Certain numbers included herein are rounded to millions for ease of presentation; however, certain calculated amounts and percentages are determined using the unrounded numbers.

Previous wording

The accounting policies of UScellular conform to accounting principles generally accepted in the United States of America (GAAP). However, UScellular uses certain “non-GAAP financial measures” in the MD&A and the business segment information. A discussion of the reasons UScellular 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.

Current wording

The accounting policies of Array conform to accounting principles generally accepted in the United States of America (GAAP). However, Array uses certain “non-GAAP financial measures” in the MD&A and the business segment information. A discussion of the reasons Array 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.

Previous wording

▪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.

Current wording

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

Previous wording

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 targets prior to close; based on projected performance against such targets through an expected mid-year 2025 close, UScellular does not expect to receive most of this contingent consideration. The purchase price also includes $400 million allocated to certain wireless spectrum licenses held by entities in which UScellular is a non-controlling limited partner. The closing with respect to these wireless spectrum licenses is contingent upon UScellular's purchase, which is pending receipt of regulatory approval, of the remaining equity in the entities that UScellular does not currently own. The Securities Purchase Agreement also contemplates, 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 operations to T-Mobile is expected to close in mid-2025, subject to the receipt of regulatory approvals and the satisfaction of customary closing conditions.

Current wording

On August 4, 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 May 28, 2024, Array announced that its Board of Directors unanimously approved the execution of a Securities Purchase Agreement (Securities Purchase Agreement) by and among TDS, Array, T-Mobile US, Inc. (T-Mobile) and USCC Wireless Holdings, LLC, pursuant to which, among other things, Array agreed to sell its wireless operations and select spectrum assets to T-Mobile. The Securities Purchase Agreement also contemplated, among other things, a Short-Term Spectrum Manager Lease Agreement and Short-Term Spectrum Manager Sublease Agreements that would become effective at the closing date, 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 sale of the wireless operations to T-Mobile was subject to the receipt of regulatory approvals and the satisfaction of customary closing conditions. As of June 30, 2025, the transaction did not meet the accounting criteria to be presented as discontinued operations. Regulatory approval was received in July 2025 and the closing occurred on August 1, 2025, as discussed further below.

Previous wording

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 March 31, 2025, 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.

Current wording

On October 17, 2024, Array, and certain subsidiaries of Array, entered into a License Purchase Agreement (Verizon Purchase Agreement) with Verizon Communications Inc. (Verizon) to sell certain AWS, Cellular and PCS wireless spectrum licenses and agreed to grant Verizon certain rights to lease such licenses prior to the transaction close for total proceeds of $1,000 million. As of June 30, 2025, the book value of the wireless spectrum licenses to be sold was $586 million. The transaction is expected to close in the third quarter of 2026, subject to regulatory approval and other customary closing conditions, and the termination of the T-Mobile Short-Term Spectrum Manager Lease Agreement.

Previous wording

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 March 31, 2025, 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.

Current wording

On November 6, 2024, Array, and certain subsidiaries of Array, entered into a License Purchase Agreement (AT&T Purchase Agreement) with New Cingular Wireless PCS, LLC (AT&T), a subsidiary of AT&T Inc. to sell certain 3.45 GHz and 700 MHz wireless spectrum licenses and agreed to grant AT&T certain rights to lease and sub-lease such licenses prior to the transaction close for total proceeds of $1,018 million, subject to certain purchase price adjustments. As of June 30, 2025, the book value of the wireless spectrum licenses to be sold was $860 million. The transaction is expected to close in 2025, subject to regulatory approval and other customary closing conditions.

Previous wording

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.

Current wording

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

Previous wording

UScellular incurred third-party expenses related to the announced transactions and strategic alternatives review of $10 million and$7 million for the three months ended March 31, 2025 and 2024, respectively.

Current wording

Array incurred third-party expenses related to the announced transactions and strategic alternatives review of $12 million and$22 million for thethree and six months ended June 30, 2025, respectively, and$13 million and $21 millionfor thethree and six months ended June 30, 2024, respectively.

Previous wording

UScellular expects that if the closing of the T-Mobile transaction were to occur that such closing 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. In periods following the close of the T-Mobile transaction, UScellular also 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 UScellular's financial statements.

Current wording

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

Previous wording

▪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.

Current wording

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

Previous wording

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

Current wording

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

Previous wording

Equity in earnings of unconsolidated entities represents UScellular’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. UScellular’s investment in the Los Angeles SMSA Limited Partnership (LA Partnership) contributed pre-tax income of $15 million and $16 million for the three months ended March 31, 2025 and 2024, respectively. See Note 7 — Investments in Unconsolidated Entities in the Notes to Consolidated Financial Statements for additional information.

Current wording

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’s investment in the Los Angeles SMSA Limited Partnership (LA Partnership) contributed pre-tax income of $20 million and $17 million for the three months ended June 30, 2025 and 2024, respectively and $35 million and $33 million for the six months ended June 30, 2025 and 2024, respectively. See Note 7 — Investments in Unconsolidated Entities in the Notes to Consolidated Financial Statements for additional information.

Previous wording

Interest expense decreased for the three months ended March 31, 2025 due primarily to a decrease in the average principal balance outstanding on the receivables securitization and term loan agreements. See Market Risk for additional information regarding maturities of long-term debt and weighted average interest rates.

Current wording

Interest expense decreased for the three and six months ended June 30, 2025 due primarily to a decrease in the average principal balance outstanding on the term loan and receivables securitization agreements, partially offset by lower capitalized interest. See Market Risk for additional information regarding maturities of long-term debt and weighted average interest rates.

Previous wording

Income tax expense decreased for the three months ended March 31, 2025, due primarily to the decrease in Income before income taxes.

Current wording

Income tax expense decreased for the three and six months ended June 30, 2025, due primarily to excess stock compensation deductions for awards vesting in the current period.

Previous wording

Total postpaid handset net losses decreased for the three months ended March 31, 2025, when compared to the same period last year due primarily to an increase in gross additions and a decrease in defections as a result of increased promotional spend.

Current wording

Total postpaid handset net losses increased for the three and six months ended June 30, 2025, when compared to the same period last year due to higher defections as a result of elevated churn and aggressive industry-wide competition.

Previous wording

Total postpaid connected device net losses increased for the three months ended March 31, 2025 when compared to the same period last year due to lower gross additions for home internet, partially offset by a decrease in tablet churn.

Current wording

Total postpaid connected device net additions decreased for the three and six months ended June 30, 2025 when compared to the same period last year due to lower gross additions for home internet and connected watches, partially offset by higher gross additions for tablets and a decrease in mobile hotspot defections.

Previous wording

Retail service revenues decreased for the three months ended March 31, 2025, primarily as a result of a decrease in average postpaid and prepaid connections.

Current wording

Retail service revenues decreased for the three and six months ended June 30, 2025, primarily as a result of a decrease in average postpaid and prepaid connections, partially offset by an increase in Postpaid ARPU.

Previous wording

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

Current wording

Wireless service providers have been aggressive promotionally and on price to attract and retain customers. This includes both traditional carriers and cable wireless companies. Additionally, other wireless service providers have more developed networks and coverage as well as lower costs per subscriber than Array, which has negatively affected Array's ability to compete over time. Operating revenues and Operating income have been negatively impacted by these factors in current and prior periods.

Previous wording

System operations expenses decreased for the three months ended March 31, 2025, 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.

Current wording

System operations expenses decreased for the six months ended June 30, 2025, 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 an increase in maintenance, utilities, and cell site expenses.

Previous wording

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

Current wording

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

Previous wording

Third-party revenues increased for the three months ended March 31, 2025, primarily as a result of new colocations and escalators on renewed leases.

Current wording

Third-party revenues increased for the three and six months ended June 30, 2025, primarily as a result of new colocations, escalators on renewed leases and inbound colocation application revenues.

Previous wording

Intra-company revenues increased for the three months ended March 31, 2025, primarily as a result of rent escalations and an increase in the number of owned towers.

Current wording

Intra-company revenues increased for the three and six months ended June 30, 2025, primarily as a result of rent escalations and an increase in the number of owned towers.

Previous wording

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 Total tower revenues in periods following the close.

Current wording

As of the August 1, 2025 closing of the transaction to dispose of the wireless operations and select spectrum assets to T-Mobile, Array expects an increase in Third-party revenues that will be recognized under the MLA that has been executed in connection with the Securities Purchase Agreement. However, as of August 1, 2025, Intra-company revenues have ceased, which will significantly lower tower rental revenues in future periods.

Previous wording

Total operating expenses increased for the three months ended March 31, 2025 due primarily to increases in selling, general and administrative expenses as a result of an increase in bad debts expense due to payments received on aged receivables in the first quarter of 2024.

Current wording

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

Previous wording

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

Current wording

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

Previous wording

UScellular 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 UScellular to meet its day-to-day operating needs and debt service requirements. UScellular may require substantial additional funding for, among other uses, capital expenditures, agreements to purchase goods or services, leases, repurchases of shares, or making additional investments. 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. UScellular will continue to monitor the rapidly changing business and market conditions and is reducing costs and intends to take other appropriate actions, as necessary, to meet its liquidity needs. Due to its lack of scale and structural disadvantages, UScellular has higher costs per subscriber than its competitors and is balancing the timing of investments, such as its continued 5G deployment, with liquidity considerations.

Current wording

Array believes that existing cash and investment balances, distributions from unconsolidated entities, funds available under its financing agreements, expected and potential dispositions of licensed spectrum assets and expected cash flows from operating activities will provide sufficient liquidity for Array to meet its day-to-day operating needs and debt service requirements. Array may require additional funding for, among other uses, capital expenditures, repurchases of shares, or making additional investments including acquisition of land, land easements or additional towers. 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. Array will continue to monitor the business and market conditions and take appropriate actions, as necessary, to meet its liquidity needs.

Previous wording

Cash and cash equivalents include cash and money market investments. The primary objective of UScellular's Cash and cash equivalents investment activities is to preserve principal.

Current wording

Cash and cash equivalents include cash and money market investments. The primary objective of Array's Cash and cash equivalents investment activities is to preserve principal.

Previous wording

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

Current wording

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

Previous wording

In addition to Cash and cash equivalents, UScellular had available undrawn borrowing capacity from the following debt facilities at March 31, 2025.

Current wording

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

Previous wording

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

Current wording

Array has an unsecured revolving credit agreement with a maximum borrowing capacity of $300 million. Amounts under the agreement may be borrowed, repaid and reborrowed from time to time until maturity. In April 2025, Array amended the revolving credit agreement to extend the maturity date to July 2027 and allow for permitted dispositions, as specified in the amendment. The amendment also includes a provision that was triggered upon the sale of the Array wireless operations to T-Mobile, which occurred on August 1, 2025, which accelerated the maturity date to the earliest of (i) 270 days following the consummation of the sale of the Array wireless operations to T-Mobile, (ii) the date on which Array receives net proceeds from the cumulative sale of wireless spectrum licenses to AT&T, Verizon and other parties that equals or exceeds $1.1 billion, or (iii) July 20, 2027. Additionally, the amendment to the Array revolving credit agreement includes a provision that will be triggered upon Array receiving net proceeds from the cumulative sale of wireless spectrum licenses to AT&T, Verizon and other parties that equals or exceeds $500 million, which provision would automatically reduce the maximum borrowing capacity of the revolving credit agreement from $300 million to $150 million five business days after Array's receipt of such net proceeds. As of June 30, 2025, there were no outstanding borrowings under the agreement, and Array's unused borrowing capacity was $300 million.

Previous wording

The revolving credit agreement, term loan agreements, export credit financing agreement and receivables securitization agreement require UScellular to comply with certain affirmative and negative covenants, which include certain financial covenants that may restrict the borrowing capacity available. UScellular is required to maintain the Consolidated Leverage Ratio, based on gross debt, as of the end of any fiscal quarter at a level not to exceed the following: 4.00 to 1.00 from April 1, 2024 through and including March 31, 2025; 3.75 to 1.00 from April 1, 2025 and thereafter. UScellular is 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. UScellular believes that it was in compliance as of March 31, 2025 with all such financial covenants.

Current wording

The revolving credit agreement, term loan agreements, export credit financing agreement and receivables securitization agreement require Array to comply with certain affirmative and negative covenants, which include certain financial covenants that may restrict the borrowing capacity available. Array is required to maintain the Consolidated Leverage Ratio, based on gross debt, as of the end of any fiscal quarter at a level not to exceed 3.75 to 1.00 from April 1, 2025 and thereafter. Array is 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. Array believes that it was in compliance as of June 30, 2025 with all such financial covenants.

Previous wording

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

Current wording

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

Previous wording

Capital expenditures (i.e., additions to property, plant and equipment and system development expenditures; excludes wireless spectrum license additions), which include the effects of accruals and capitalized interest, for the three months ended March 31, 2025 and 2024, were as follows:

Current wording

Capital expenditures (i.e., additions to property, plant and equipment and system development expenditures; excludes wireless spectrum license additions), which include the effects of accruals and capitalized interest, for the six months ended June 30, 2025 and 2024, were as follows:

Previous wording

Capital expenditures are expected to be used principally for the following purposes:

Current wording

Capital expenditures were used principally for the following purposes:

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

In 2019-2023, UScellular focused capital expenditures on 5G coverage and predominantly used low-band spectrum to launch 5G services in portions of substantially all of its markets. During 2023 and 2024, UScellular 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. Capital expenditures decreased by $78 million or 60% in line with the expectations that continued 5G deployment in 2025 will focus on adding speed and capacity to existing areas.

Current wording

In 2019-2023, Array focused capital expenditures on 5G coverage and predominantly used low-band spectrum to launch 5G services in portions of substantially all of its markets. During 2023 and 2024, Array focused on deploying 5G over its mid-band spectrum, largely overlapping areas already covered with low-band 5G service to enhance speed and capacity for Array’s mobility and fixed wireless services. Capital expenditures decreased by $163 million or 55% in line with the expectations that continued 5G deployment in 2025 focused on adding speed and capacity to existing areas.

Previous wording

UScellular will require capital for future spending on existing contractual obligations, including long-term debt obligations; lease commitments; commitments for device purchases, network facilities and transport services; agreements for software licensing; long-term marketing programs; and other agreements to purchase goods or services.

Current wording

Array will require capital for future spending on existing contractual obligations, including long-term debt obligations; lease commitments; agreements for software licensing; and other agreements to purchase products or services.

Previous wording

During the three months ended March 31, 2025, UScellular repurchased 328,835 Common Shares for $21 million at an average cost per share of $63.49. As of March 31, 2025, the total cumulative amount of UScellular Common Shares authorized to be repurchased is 658,107. For additional information related to the current repurchase authorization, see Unregistered Sales of Equity Securities and Use of Proceeds.

Current wording

During the six months ended June 30, 2025, Array repurchased 328,835 Common Shares for $21 million at an average cost per share of $63.49. As of June 30, 2025, the total cumulative amount of Array Common Shares authorized to be repurchased is 658,107. For additional information related to the current repurchase authorization, see Unregistered Sales of Equity Securities and Use of Proceeds.