ARRAY DIGITAL INFRASTRUCTURE, INC.
For the period ended Jun 30, 2025. Filed Aug 11, 2025.
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Jun 30, 2025 · Filed Aug 11, 2025
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Notes to Consolidated Financial Statements
Note 1 Basis of Presentation
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. As of June 30, 2025, Array, a Delaware Corporation, is an 82.5%-owned subsidiary of Telephone and Data Systems, Inc. (TDS).
The accounting policies of Array conform to accounting principles generally accepted in the United States of America (GAAP) as set forth in the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC). Unless otherwise specified, references to accounting provisions and GAAP in these notes refer to the requirements of the FASB ASC. The consolidated financial statements include the accounts of Array, subsidiaries in which it has a controlling financial interest, general partnerships in which Array has a majority partnership interest and certain entities in which Array has a variable interest that requires consolidation into the Array financial statements under GAAP. Intercompany accounts and transactions have been eliminated.
Array's business segments reflected in this Quarterly Report on Form 10-Q for the period ended June 30, 2025, are Wireless and Towers. All of Array's segments operate only in the United States. See Note 10 — Business Segment Information for summary financial information on each business segment.
Certain numbers included herein are rounded to millions for ease of presentation; however, certain calculated amounts and percentages are determined using the unrounded numbers. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in Array’s Annual Report on Form 10-K (Form 10-K) for the year ended December 31, 2024.
The accompanying unaudited consolidated financial statements contain all adjustments (consisting of normal recurring items, unless otherwise disclosed) necessary for the fair statement of Array’s financial position as of June 30, 2025 and December 31, 2024, its results of operations and changes in equity for the three and six months ended June 30, 2025 and 2024, and its cash flows for the six months ended June 30, 2025 and 2024. The Consolidated Statement of Comprehensive Income was not included because comprehensive income for the three and six months ended June 30, 2025 and 2024, equaled net income. These results are not necessarily indicative of the results to be expected for the full year. Array has not changed its significant accounting and reporting policies from those disclosed in its Form 10-K for the year ended December 31, 2024.
Restricted Cash
Array presents restricted cash with cash and cash equivalents in the Consolidated Statement of Cash Flows. Restricted cash primarily consists of balances required under the receivables securitization agreement. The following table provides a reconciliation of Cash and cash equivalents and restricted cash reported in the Consolidated Balance Sheet to the total of the amounts in the Consolidated Statement of Cash Flows.
| June 30, 2025 | December 31, 2024 | |
|---|---|---|
| (Dollars in millions) | ||
| Cash and cash equivalents | $386 | $144 |
| Restricted cash included in Other current assets | 15 | 15 |
| Cash, cash equivalents and restricted cash in the statement of cash flows | $401 | $159 |
Note 2 Revenue Recognition
Disaggregation of Revenue
In the following table, Array's revenues are disaggregated by type of service, which represents the relevant categorization of revenues for Array, and timing of recognition. Service revenues are recognized over time and Equipment sales are recognized at a point in time.
| Three Months EndedJune 30, | Six Months EndedJune 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| (Dollars in millions) | ||||
| Revenues from contracts with customers: | ||||
| Retail service | $652 | $666 | $1,312 | $1,344 |
| Other service | 56 | 52 | 109 | 102 |
| Service revenues from contracts with customers | 708 | 718 | 1,421 | 1,446 |
| Equipment sales | 180 | 184 | 330 | 380 |
| Total revenues from contracts with customers1 | 888 | 902 | 1,751 | 1,826 |
| Operating lease income1 | 28 | 25 | 56 | 51 |
| Total operating revenues | $916 | $927 | $1,807 | $1,877 |
1 Total revenues from contracts with customers represents revenues related to the Wireless segment and Operating lease income represents revenues related to the Towers segment.
Contract Balances
The following table provides balances for contract assets from contracts with customers, which are recorded in Other current assets and Other assets and deferred charges in the Consolidated Balance Sheet, and contract liabilities from contracts with customers, which are recorded in Customer deposits and deferred revenues and Other deferred liabilities and credits in the Consolidated Balance Sheet.
| June 30, 2025 | December 31, 2024 | |
|---|---|---|
| (Dollars in millions) | ||
| Contract assets | $4 | $4 |
| Contract liabilities | $320 | $334 |
Revenue recognized related to contract liabilities existing at January 1, 2025 was $154 million for the six months ended June 30, 2025.
Transaction price allocated to the remaining performance obligations
The following table includes estimated service revenues expected to be recognized related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period. These estimates represent service revenues to be recognized when wireless services are delivered to customers pursuant to service plan contracts and under certain roaming agreements with other carriers. These estimates are based on contracts in place as of June 30, 2025 and may vary from actual results. As practical expedients, revenue related to contracts of less than one year, generally month-to-month contracts, and contracts with a fixed per-unit price and variable quantity, are excluded from these estimates.
| Service Revenues | |
|---|---|
| (Dollars in millions) | |
| Remainder of 2025 | $171 |
| 2026 | 114 |
| Thereafter | 73 |
| Total | $358 |
Contract Cost Assets
Array expects that commission fees paid as a result of obtaining contracts are recoverable, and therefore Array defers and amortizes these costs. As a practical expedient, costs with an amortization period of one year or less are expensed as incurred. The contract cost asset balance related to commission fees and other costs was $129 million and $132 million at June 30, 2025 and December 31, 2024, respectively, and was recorded in Other assets and deferred charges in the Consolidated Balance Sheet. Deferred commission fees are amortized based on the timing of transfer of the goods or services to which the assets relate, typically the contract term. Amortization of contract cost assets was $23 million and $46 million for the three and six months ended June 30, 2025, respectively, and $21 million and $43 million for the three and six months ended June 30, 2024, respectively, and was included in Selling, general and administrative expenses.
Note 3 Fair Value Measurements
As of June 30, 2025 and December 31, 2024, Array did not have any material financial or nonfinancial assets or liabilities that were required to be recorded at fair value in its Consolidated Balance Sheet in accordance with GAAP.
The provisions of GAAP establish a fair value hierarchy that contains three levels for inputs used in fair value measurements. Level 1 inputs include quoted market prices for identical assets or liabilities in active markets. Level 2 inputs include quoted market prices for similar assets and liabilities in active markets or quoted market prices for identical assets and liabilities in inactive markets. Level 3 inputs are unobservable. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. A financial instrument’s level within the fair value hierarchy is not representative of its expected performance or its overall risk profile and, therefore Level 3 assets are not necessarily higher risk than Level 2 assets or Level 1 assets.
Array has applied the provisions of fair value accounting for purposes of computing the fair value of financial instruments for disclosure purposes as displayed below.
| Level within the Fair Value Hierarchy · June 30, 2025 · December 31, 2024 | |||||
|---|---|---|---|---|---|
| Book Value · Fair Value · Book Value · Fair Value | |||||
| (Dollars in millions) | |||||
| Long-term debt | 2 | $2,873 | $2,702 | $2,890 | $2,785 |
Long-term debt excludes lease obligations, the current portion of Long-term debt and debt financing costs. The fair value of Long-term debt was estimated using various methods, including quoted market prices and discounted cash flow analyses.
The fair values of Cash and cash equivalents and restricted cash approximate their book values due to the short-term nature of these financial instruments.
Note 4 Equipment Installment Plans
Array sells devices to customers under equipment installment plans over a specified time period. For certain equipment installment plans, after a specified period of time or amount of payments, the customer may have the right to upgrade to a new device and have the remaining unpaid equipment installment contract balance waived, subject to certain conditions, including trading in the original device in good working condition and signing a new equipment installment contract.
The following table summarizes equipment installment plan receivables.
| June 30, 2025 | December 31, 2024 | |
|---|---|---|
| (Dollars in millions) | ||
| Equipment installment plan receivables, gross | $1,032 | $1,110 |
| Allowance for credit losses | (75) | (82) |
| Equipment installment plan receivables, net | $957 | $1,028 |
| Net balance presented in the Consolidated Balance Sheet as: | ||
| Accounts receivable — Customers and agents (Current portion) | $551 | $592 |
| Other assets and deferred charges (Non-current portion) | 406 | 436 |
| Equipment installment plan receivables, net | $957 | $1,028 |
Array uses various inputs to evaluate the credit profiles of its customers, including internal data, information from credit bureaus and other sources. From this evaluation, a credit class is assigned to the customer that determines the number of eligible lines, the amount of credit available, and the down payment requirement, if any. These credit classes are grouped into four credit categories: lowest risk, lower risk, slight risk and higher risk. A customer's assigned credit class is reviewed periodically and a change is made, if appropriate. An equipment installment plan billed amount is considered past due if not paid within 30 days. The balance and aging of the equipment installment plan receivables on a gross basis by credit category were as follows:
| June 30, 2025 | December 31, 2024 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Lowest Risk | Lower Risk | Slight Risk | Higher Risk | Total | Lowest Risk | Lower Risk | Slight Risk | Higher Risk | Total | |
| (Dollars in millions) | ||||||||||
| Unbilled | $883 | $68 | $12 | $6 | $969 | $955 | $77 | $13 | $5 | $1,050 |
| Billed — current | 39 | 4 | 1 | 1 | 45 | 36 | 4 | 1 | 1 | 42 |
| Billed — past due | 11 | 5 | 1 | 1 | 18 | 10 | 5 | 2 | 1 | 18 |
| Total | $933 | $77 | $14 | $8 | $1,032 | $1,001 | $86 | $16 | $7 | $1,110 |
The balance of the equipment installment plan receivables as of June 30, 2025 on a gross basis by year of origination were as follows:
| 2022 | 2023 | 2024 | 2025 | Total | |
|---|---|---|---|---|---|
| (Dollars in millions) | |||||
| Lowest Risk | $40 | $214 | $420 | $259 | $933 |
| Lower Risk | 2 | 12 | 34 | 29 | 77 |
| Slight Risk | — | 1 | 6 | 7 | 14 |
| Higher Risk | — | — | 5 | 3 | 8 |
| Total | $42 | $227 | $465 | $298 | $1,032 |
The write-offs, net of recoveries for the six months ended June 30, 2025 on a gross basis by year of origination were as follows:
| 2022 | 2023 | 2024 | 2025 | Total | |
|---|---|---|---|---|---|
| (Dollars in millions) | |||||
| Write-offs, net of recoveries | $2 | $8 | $26 | $1 | $37 |
Activity for the six months ended June 30, 2025 and 2024, in the allowance for credit losses for equipment installment plan receivables was as follows:
| June 30, 2025 | June 30, 2024 | |
|---|---|---|
| (Dollars in millions) | ||
| Allowance for credit losses, beginning of period | $82 | $90 |
| Bad debts expense | 30 | 33 |
| Write-offs, net of recoveries | (37) | (38) |
| Allowance for credit losses, end of period | $75 | $85 |
Note 5 Earnings Per Share
Basic earnings per share attributable to Array shareholders is computed by dividing Net income attributable to Array shareholders by the weighted average number of Common Shares outstanding during the period. Diluted earnings per share attributable to Array shareholders is computed by dividing Net income attributable to Array shareholders by the weighted average number of Common Shares outstanding during the period adjusted to include the effects of potentially dilutive securities. Potentially dilutive securities primarily include incremental shares issuable upon the exercise of outstanding stock options and the vesting of performance and restricted stock units, as calculated using the treasury stock method.
The amounts used in computing basic and diluted earnings per share attributable to Array shareholders were as follows:
| Three Months EndedJune 30, | Six Months EndedJune 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| (Dollars and shares in millions, except per share amounts) | ||||
| Net income attributable to Array shareholders | $31 | $17 | $50 | $35 |
| Weighted average number of shares used in basic earnings per share | 86 | 86 | 85 | 86 |
| Effects of dilutive securities | 2 | 2 | 3 | 2 |
| Weighted average number of shares used in diluted earnings per share | 88 | 88 | 88 | 88 |
| Basic earnings per share attributable to Array shareholders | $0.37 | $0.20 | $0.58 | $0.41 |
| Diluted earnings per share attributable to Array shareholders | $0.36 | $0.20 | $0.57 | $0.40 |
Certain Common Shares issuable upon the exercise of stock options or vesting of performance and restricted stock units were not included in weighted average diluted shares outstanding for the calculation of Diluted earnings per share attributable to Array shareholders because their effects were antidilutive. The number of such Common Shares excluded was less than 1 million for both the three and six months ended June 30, 2025 and 2024.
Note 6 Divestitures
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.
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.
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.
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.
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, which are included in Selling, general and administrative expenses.
As part of the transaction, Array entered into a Put/Call Agreement with T-Mobile whereby T-Mobile has the right to call certain spectrum assets and Array has the right to put certain spectrum assets to T-Mobile for an aggregate agreed upon price of $106 million. The call option notice period started on May 24, 2024, and the put exercise period starts at the close of the broader transaction. There was no cash exchanged at the inception of the Put/Call Agreement. All license transfers pursuant to any put/call are subject to Federal Communications Commission (FCC) approval. Array accounts for this instrument as a net written call option and records such option at fair value each reporting period unless/until such option is exercised or terminated. As of June 30, 2025, Array wrote off the entire fair value of the net written call option. The change in fair value is recorded to (Gain) loss on license sales and exchanges, net in the Consolidated Statement of Operations.
See Note 11 — Subsequent Events for additional information related to divestitures.
Note 7 Investments in Unconsolidated Entities
Investments in unconsolidated entities consist of amounts invested in entities in which Array holds a noncontrolling interest. Array’s Investments in unconsolidated entities are accounted for using the equity method, measurement alternative method or net asset value practical expedient method as shown in the table below. The carrying value of measurement alternative method investments represents cost minus any impairments plus or minus any observable price changes.
| June 30, 2025 | December 31, 2024 | |
|---|---|---|
| (Dollars in millions) | ||
| Equity method investments | $431 | $440 |
| Measurement alternative method investments | 5 | 5 |
| Investments recorded using the net asset value practical expedient | 8 | 9 |
| Total investments in unconsolidated entities | $444 | $454 |
The following table, which is based on unaudited information provided in part by third parties, summarizes the combined results of operations of Array’s equity method investments.
| Three Months EndedJune 30, | Six Months EndedJune 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| (Dollars in millions) | ||||
| Revenues | $1,933 | $1,821 | $3,841 | $3,663 |
| Operating expenses | 1,511 | 1,413 | 3,028 | 2,828 |
| Operating income | 422 | 408 | 813 | 835 |
| Other income (expense), net | (3) | 8 | (15) | (1) |
| Net income | $419 | $416 | $798 | $834 |
Note 8 Debt
Revolving Credit Agreement
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 wereno outstanding borrowings under the agreement, and Array's unused borrowing capacity was $300 million.
Term Loan Agreements
Array had unsecured term loan agreements with maximum borrowing capacities of $800 million. The maturity dates for the agreements range from July 2027 to July 2031. In April 2025, Array amended the $300 million unsecured term loan agreement due July 2026 to extend the maturity date to July 2027 and allow for permitted dispositions, as specified in the amendment. As of June 30, 2025, Array has borrowed the full amount available under the agreements and the outstanding borrowings were $713 million.
In June 2025, Array entered into an amendment to its term loan agreement with CoBank, ACB for an additional $800 million of borrowing capacity. The term loan may be drawn prior to November 1, 2025; amounts not drawn by that time will cease to be available. 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%.
Export Credit Financing Agreement
Array had a $150 million term loan credit facility with Export Development Canada to finance (or refinance) imported equipment, including equipment purchased prior to entering the term loan facility agreement. The maturity date for the agreement is January 2027. As of June 30, 2025, Array has borrowed the full amount available under the agreement.
Receivables Securitization Agreement
Array, through its subsidiaries, had a receivables securitization agreement that permitted securitized borrowings using its equipment installment plan receivables. During the six months ended June 30, 2025, Array repaid$2 million under the agreement. As of June 30, 2025, there wereno outstanding borrowings under the agreement, and the unused borrowing capacity was$450 million, subject tosufficient collateral to satisfy the asset borrowing base provisions of the agreement.
Debt Covenants
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.
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.
In June 2025, the term loan agreement with CoBank, ACB was amended to require, upon the consummation of the sale of the Array wireless operations to T-Mobile, Array to maintain the Consolidated Leverage Ratio, based on net debt, as of the end of any fiscal quarter from and including the quarter in which such sale occurs at a level not to exceed 3.50 to 1.00.
See Note 11 — Subsequent Events for additional information related to financing activities.
Note 9 Variable Interest Entities
Consolidated VIEs
Array consolidates VIEs in which it has a controlling financial interest as defined by GAAP and is therefore deemed the primary beneficiary. Array reviews the criteria for a controlling financial interest at the time it enters into agreements and subsequently when events warranting reconsideration occur. These VIEs have risks similar to those described in the “Risk Factors” in this Form 10-Q.
Array formed USCC EIP LLC (Seller/Sub-Servicer), USCC Receivables Funding LLC (Transferor) and the USCC Master Note Trust (Trust), collectively the special purpose entities (SPEs), to facilitate a securitized borrowing using its equipment installment plan receivables. Under a Receivables Sale Agreement, Array wholly-owned, majority-owned and unconsolidated entities, collectively referred to as “affiliated entities”, transfer device equipment installment plan contracts to the Seller/Sub-Servicer. The Seller/Sub-Servicer aggregates device equipment installment plan contracts, and performs servicing, collection and all other administrative activities related to accounting for the equipment installment plan contracts. The Seller/Sub-Servicer sells the eligible equipment installment plan receivables to the Transferor, a bankruptcy remote entity, which subsequently sells the receivables to the Trust. The Trust, which is bankruptcy remote and isolated from the creditors of Array, will be responsible for issuing asset-backed variable funding notes (Notes), which are collateralized by the equipment installment plan receivables owned by the Trust. Given that Array has the power to direct the activities of these SPEs, and that these SPEs lack sufficient equity to finance their activities, Array is deemed to have a controlling financial interest in the SPEs, and therefore consolidates them. All transactions with third parties (e.g., issuance of the asset-backed variable funding notes) will be accounted for as a secured borrowing due to the pledging of equipment installment plan contracts as collateral, significant continuing involvement in the transferred assets, subordinated interests of the cash flows, and continued evidence of control of the receivables. See Note 11 — Subsequent Events for additional information related to the SPEs.
The following VIEs were formed to participate in FCC auctions of wireless spectrum licenses and to fund, establish, and provide wireless service with respect to any FCC wireless spectrum licenses won in the auctions:
Advantage Spectrum, L.P. (Advantage Spectrum) and Sunshine Spectrum, Inc., the general partner of Advantage Spectrum; and
King Street Wireless, L.P. (King Street Wireless) and King Street Wireless, Inc., the general partner of King Street Wireless.
These particular VIEs are collectively referred to as designated entities. The power to direct the activities that most significantly impact the economic performance of these VIEs is shared. Specifically, the general partner of these VIEs has the exclusive right to manage, operate and control the limited partnerships and make all decisions to carry on the business of the partnerships. The general partner of each partnership needs the consent of the limited partner, an indirect Array subsidiary, to sell or lease certain wireless spectrum licenses, to make certain large expenditures, admit other partners or liquidate the limited partnerships. Although the power to direct the activities of these VIEs is shared, Array has the most significant level of exposure to the variability associated with the economic performance of the VIEs, indicating that Array is the primary beneficiary of the VIEs. Therefore, in accordance with GAAP, these VIEs are consolidated into the Array financial statements. See Note 11 — Subsequent Events for additional information related to the designated entities.
Array also consolidates other VIEs that are limited partnerships that provide wireless service. A limited partnership is a variable interest entity unless the limited partners hold substantive participating rights or kick-out rights over the general partner. For certain limited partnerships, Array is the general partner and manages the operations. In these partnerships, the limited partners do not have substantive kick-out or participating rights and, further, such limited partners do not have the authority to remove the general partner. Therefore, these limited partnerships also are recognized as VIEs and are consolidated into the Array financial statements under the variable interest model.
The following table presents the classification and balances of the consolidated VIEs’ assets and liabilities in Array’s Consolidated Balance Sheet.
| June 30, 2025 | December 31, 2024 | |
|---|---|---|
| (Dollars in millions) | ||
| Assets | ||
| Cash and cash equivalents | $24 | $51 |
| Accounts receivable | 601 | 641 |
| Inventory, net | 4 | 5 |
| Other current assets | 15 | 16 |
| Licenses | 641 | 641 |
| Property, plant and equipment, net | 121 | 131 |
| Operating lease right-of-use assets | 50 | 50 |
| Other assets and deferred charges | 415 | 447 |
| Total assets | $1,871 | $1,982 |
| Liabilities | ||
| Current liabilities | $36 | $37 |
| Long-term operating lease liabilities | 43 | 43 |
| Other deferred liabilities and credits | 30 | 30 |
| Total liabilities1 | $109 | $110 |
1 Total liabilities does not include amounts borrowed under the receivables securitization agreement.
Unconsolidated VIEs
Array manages the operations of and holds a variable interest in certain other limited partnerships, but is not the primary beneficiary of these entities, and therefore does not consolidate them into the Array financial statements under the variable interest model.
Array’s total investment in these unconsolidated entities was $4 million and $6 million at June 30, 2025 and December 31, 2024, respectively, and is included in Investments in unconsolidated entities in Array’s Consolidated Balance Sheet. The maximum exposure from unconsolidated VIEs is limited to the investment held by Array in those entities. See Note 11 — Subsequent Events for additional information related to Investments in unconsolidated entities.
Other Related Matters
Array made contributions, loans or advances to its VIEs totaling $6 million and $250 million during the six months ended June 30, 2025 and 2024, respectively, of which $219 million in 2024, are related to USCC EIP LLC as discussed above.
Note 10 Business Segment Information
Array has the following reportable segments: Wireless and Towers. Wireless generates its revenues by providing wireless services and equipment. Towers generates its revenues by leasing tower space on Array-owned towers to other wireless carriers. The Towers segment records rental revenue and the Wireless segment records a related expense when the Wireless segment uses company-owned towers to locate its network equipment, using estimated market pricing - this revenue and expense is eliminated in consolidation.
Adjusted earnings before interest, taxes, depreciation, amortization and accretion (Adjusted EBITDA) is the segment measure of profit or loss reported to the chief operating decision maker for purposes of assessing the segments' performance and making capital allocation decisions. Adjusted EBITDA is a non-GAAP financial measure that shows adjusted earnings before interest, taxes, depreciation, amortization and accretion, gains and losses, and expenses related to the strategic alternatives review of Array. Array believes Adjusted EBITDA is a useful measure of Array's operating results before significant recurring non-cash charges, gains and losses, and other items as presented below as it provides additional relevant and useful information to investors and other users of Array's 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. Array's chief operating decision maker is the Array Chair.
Financial data for Array's reportable segments for the three and six months ended June 30, 2025 and 2024, is as follows.
| Three Months Ended June 30, 2025 | Wireless | Towers | Total |
|---|---|---|---|
| (Dollars in millions) | |||
| Revenues from external customers | $888 | $28 | $916 |
| Intersegment revenues | — | 34 | 34 |
| 888 | 62 | 950 | |
| Reconciliation of revenue: | |||
| Elimination of intersegment revenues | (34) | ||
| Total operating revenues | $916 | ||
| Less1: | |||
| Cost of services (excluding Depreciation, amortization and accretion reported below) | 197 | 20 | |
| Cost of equipment and products | 209 | — | |
| Selling, general and administrative | 319 | 9 | |
| Expenses related to strategic alternatives review (included in Selling, general and administrative) | (11) | (1) | |
| Segment Adjusted EBITDA (Non-GAAP) | $174 | $34 | $208 |
| Reconciliation of Segment Adjusted EBITDA to Income before income taxes: | |||
| Depreciation, amortization and accretion | (163) | ||
| Expenses related to strategic alternatives review (included in Selling, general and administrative) | (12) | ||
| Loss on asset disposals, net | (2) | ||
| Gain on license sales and exchanges, net | 4 | ||
| Equity earnings of unconsolidated entities | 42 | ||
| Interest and dividend income | 4 | ||
| Interest expense | (45) | ||
| Income before income taxes | $36 | ||
| Other segment disclosures | ||||
|---|---|---|---|---|
| Three Months Ended or as of June 30, 2025 | Wireless | Towers | Segment Total | Array |
| Depreciation, amortization and accretion | $(151) | $(12) | $(163) | |
| Loss on asset disposals, net | (2) | — | (2) | |
| Gain on license sales and exchanges, net | 4 | — | 4 | |
| Investments in unconsolidated entities2 | $444 | |||
| Total assets3 | $10,377 | |||
| Capital expenditures | $77 | $3 | $80 | |
| Three Months Ended June 30, 2024 | Wireless | Towers | Total |
|---|---|---|---|
| (Dollars in millions) | |||
| Revenues from external customers | $902 | $25 | $927 |
| Intersegment revenues | — | 33 | 33 |
| 902 | 58 | 960 | |
| Reconciliation of revenue: | |||
| Elimination of intersegment revenues | (33) | ||
| Total operating revenues | $927 | ||
| Less1: | |||
| Cost of services (excluding Depreciation, amortization and accretion reported below) | 194 | 19 | |
| Cost of equipment and products | 211 | — | |
| Selling, general and administrative | 313 | 9 | |
| Expenses related to strategic alternatives review (included in Selling, general and administrative) | (12) | (1) | |
| Segment Adjusted EBITDA (Non-GAAP) | $196 | $31 | $227 |
| Reconciliation of Segment Adjusted EBITDA to Income before income taxes: | |||
| Depreciation, amortization and accretion | (165) | ||
| Expenses related to strategic alternatives review (included in Selling, general and administrative) | (13) | ||
| Loss on asset disposals, net | (5) | ||
| Loss on license sales and exchanges, net | (8) | ||
| Equity earnings of unconsolidated entities | 38 | ||
| Interest and dividend income | 3 | ||
| Interest expense | (45) | ||
| Income before income taxes | $32 | ||
| Other segment disclosures | ||||
|---|---|---|---|---|
| Three Months Ended or as of June 30, 2024 | Wireless | Towers | Segment Total | Array |
| Depreciation, amortization and accretion | $(154) | $(11) | $(165) | |
| Loss on asset disposals, net | (5) | — | (5) | |
| Loss on license sales and exchanges, net | (8) | — | (8) | |
| Investments in unconsolidated entities2 | $461 | |||
| Total assets3 | $10,639 | |||
| Capital expenditures | $160 | $5 | $165 | |
| Six Months Ended June 30, 2025 | Wireless | Towers | Total |
|---|---|---|---|
| (Dollars in millions) | |||
| Revenues from external customers | $1,751 | $56 | $1,807 |
| Intersegment revenues | — | 67 | 67 |
| 1,751 | 123 | 1,874 | |
| Reconciliation of revenue: | |||
| Elimination of intersegment revenues | (67) | ||
| Total operating revenues | $1,807 | ||
| Less1: | |||
| Cost of services (excluding Depreciation, amortization and accretion reported below) | 387 | 39 | |
| Cost of equipment and products | 387 | — | |
| Selling, general and administrative | 643 | 18 | |
| Expenses related to strategic alternatives review (included in Selling, general and administrative) | (21) | (1) | |
| Segment Adjusted EBITDA (Non-GAAP) | $355 | $67 | $422 |
| Reconciliation of Segment Adjusted EBITDA to Income before income taxes: | |||
| Depreciation, amortization and accretion | (325) | ||
| Expenses related to strategic alternatives review (included in Selling, general and administrative) | (22) | ||
| Loss on asset disposals, net | (4) | ||
| Gain on license sales and exchanges, net | 5 | ||
| Equity earnings of unconsolidated entities | 78 | ||
| Interest and dividend income | 6 | ||
| Interest expense | (84) | ||
| Income before income taxes | $76 | ||
| Other segment disclosures | |||
|---|---|---|---|
| Six Months Ended June 30, 2025 | Wireless | Towers | Segment Total |
| Depreciation, amortization and accretion | $(302) | $(23) | $(325) |
| Loss on asset disposals, net | (3) | (1) | (4) |
| Gain on license sales and exchanges, net | 5 | — | 5 |
| Capital expenditures | $127 | $5 | $132 |
| Six Months Ended June 30, 2024 | Wireless | Towers | Total |
|---|---|---|---|
| (Dollars in millions) | |||
| Revenues from external customers | $1,826 | $51 | $1,877 |
| Intersegment revenues | — | 65 | 65 |
| 1,826 | 116 | 1,942 | |
| Reconciliation of revenue: | |||
| Elimination of intersegment revenues | (65) | ||
| Total operating revenues | $1,877 | ||
| Less1: | |||
| Cost of services (excluding Depreciation, amortization and accretion reported below) | 390 | 37 | |
| Cost of equipment and products | 427 | — | |
| Selling, general and administrative | 637 | 16 | |
| Expenses related to strategic alternatives review (included in Selling, general and administrative) | (20) | (1) | |
| Segment Adjusted EBITDA (Non-GAAP) | $392 | $64 | $456 |
| Reconciliation of Segment Adjusted EBITDA to Income before income taxes: | |||
| Depreciation, amortization and accretion | (329) | ||
| Expenses related to strategic alternatives review (included in Selling, general and administrative) | (21) | ||
| Loss on asset disposals, net | (11) | ||
| Loss on license sales and exchanges, net | (7) | ||
| Equity earnings of unconsolidated entities | 80 | ||
| Interest and dividend income | 6 | ||
| Interest expense | (91) | ||
| Income before income taxes | $83 | ||
| Other segment disclosures | |||
|---|---|---|---|
| Six Months Ended June 30, 2024 | Wireless | Towers | Segment Total |
| Depreciation, amortization and accretion | $(308) | $(21) | $(329) |
| Loss on asset disposals, net | (10) | (1) | (11) |
| Loss on license sales and exchanges, net | (7) | — | (7) |
| Capital expenditures | $286 | $9 | $295 |
1 The significant segment expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker. Intersegment expenses are included within the amounts shown.
2 This item is not included in the evaluation of operating performance of the Wireless and Towers segments, and therefore is reported for "Array".
3 Assets are not provided at the individual segment level for Wireless and Towers, and therefore are reported for "Array". The Array segments operate under a common capital structure, and management has historically considered its assets collectively as part of a combined wireless network.
Note 11 Subsequent Events
The following events occurred subsequent to June 30, 2025 and are not reflected in the financial results, statements, or footnotes (unless otherwise explicitly stated) for the three and six months ended June 30, 2025.
On July 14, 2025, Array completed the acquisition of King Street Wireless, Inc. and Sunshine Spectrum, Inc. for a total purchase price of $17 million, of which $10 million was paid in prior periods and $7 million was paid at time of closing. Following the acquisitions, King Street Wireless, King Street Wireless, Inc., Advantage Spectrum and Sunshine Spectrum, Inc., are no longer classified as variable interest entities (VIEs). The acquisitions result in the expected realization of certain deferred tax assets, and therefore Array expects to record a reduction to valuation allowance on deferred tax assets and associated discrete income tax benefit of approximately $50 million during the three months ending September 30, 2025.
On July 31, 2025, Array terminated the receivables securitization agreement. In addition, the USCC Master Note Trust, a special purpose entity used to facilitate securitized borrowings using equipment installment plan receivables, was dissolved and, therefore, the entity will no longer be classified as a VIE.
On August 1, 2025, the sale of the wireless operations to T-Mobile closed and Array received cash proceeds of $2,629 million. Array expects a cash income tax liability on the T-Mobile transaction of between $250 million and $300 million. The transaction included a debt exchange offer whereby debt issued by Array could be exchanged for debt issued by T-Mobile, which reduced the cash portion of the purchase price. The cash portion of the purchase price was also reduced by unearned contingent consideration of $89 million as well as other purchase price adjustments outlined in the Securities Purchase Agreement. The final cash proceeds are subject to adjustment according to the terms and conditions of the Securities Purchase Agreement. Array expects to record exit and disposal costs and recognize a loss on the transaction that will be based on the carrying value of net assets sold as of the close date. As of June 30, 2025, the carrying value of the net assets sold to T-Mobile was approximately $2,400 million.
The debt exchange offering period concluded on August 1, 2025 and resulted in the exchange of $1,680 million of long-term debt comprised of the following Array notes: $489 million of 6.7% Senior Notes, $394 million of 6.25% Senior Notes, $402 million of 5.5% March 2070 Senior Notes and $395 million of 5.5% June 2070 Senior Notes. As a result, on August 1, 2025, after the debt exchange, Array retained $364 million of senior notes, consisting of $55 million 6.7% Senior Notes, $106 million 6.25% Senior Notes, $98 million 5.5% March 2070 Senior Notes, and $105 million 5.5% June 2070 Senior Notes. The unamortized discount and debt issuance costs related to the exchanged debt was $48 million and will be recorded as interest expense during the three months ending September 30, 2025.
On August 1, 2025, Array and T-Mobile entered into a Master License Agreement (MLA), pursuant to which, among other things, T-Mobile has agreed to license from Array, for a minimum of 15 years, space on a minimum of 2,015 existing or to-be-constructed towers owned by Array. The MLA also provided that T-Mobile extend the license term for approximately 600 towers owned by Array for a new 15-year term commencing on August 1, 2025. In addition, the MLA provides terms and conditions for T-Mobile, at its option, to revert certain equipment back to Array and would make Array responsible for any decommissioning, remediation, restoration, or disposal costs of such assets.
The closing of the T-Mobile transaction triggered the recognition of certain cash and non-cash obligations. Such obligations include contingent advisory fees, employee compensation and severance, employee stock award costs, debt extinguishment, income tax expense, administrative costs, restructuring expenses and other wind down costs. In future periods, Array also may incur significant decommissioning costs for certain towers and equipment, and such decommissioning costs may also include remaining obligations under related ground leases. These costs may have a significant impact on Array's financial statements in future periods.
On August 1, 2025, the Array Board of Directors declared a special dividend per Common and Series A outstanding share of $23.00, for shareholders of record on August 11, 2025, which will be payable on August 19, 2025.
On August 1, 2025, certain wireless service companies in Iowa that are not consolidated into the Array financial statements but are accounted for as equity method investments sold specific wireless assets and wireless customers to T-Mobile under separate asset purchase agreements. Array expects to receive a distribution from these transactions in August 2025.
On August 4, 2025, Array repaid the entire outstanding borrowings under all of its term loan agreements and export credit financing agreement of $863 million. Array expects to draw $325 million from its term loan agreement in August 2025.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.