Telephone & Data Systems (TDS) FY2025 10-K Risk Factors: 13 New, 15 Dropped

What the changes say

TDS restructured its operations following the August 1, 2025 closing of the T-Mobile transaction, shifting focus to tower assets and remaining spectrum.

What changed since the prior 10-K

New

New
1)Closing of the T-Mobile transaction occurred on August 1, 2025, and has required substantial changes to the manner in which Array’s remaining business is conducted, which could have a material adverse effect on Array's financial condition and results of operations
The closing of the T-Mobile transaction on August 1, 2025 drastically reduced Array's scale and triggered significant restructuring, compensation, and advisory costs.
New
See Note 2 — Discontinued Operations and Note 7 — Acquisitions and Divestitures in the Notes to Consolidated Financial Statements for additional information
Array's pending license purchase agreements to sell spectrum to Verizon and T-Mobile face uncertainties and may not be successfully consummated.
New
On September 22, 2025, T-Mobile exercised its call option under the Put/Call Agreement for certain 600 MHz wireless spectrum licenses and on October 7, 2025, Array and T-Mobile entered into a License Purchase Agreement
Failure to complete the Verizon and T-Mobile spectrum transactions could cause TDS and Array stock price declines and forfeit expected funds for debt repayment.
New
3)An inability to monetize the remaining spectrum assets as well as the ongoing costs to retain the spectrum could adversely affect TDS’ operations
Array may fail to monetize its remaining spectrum assets and will face significant uncompensated FCC build-out costs for retained spectrum.
New
4)A delay or failure by TDS to complete significant network construction and systems implementation activities as part of its plans to expand and improve the quality and capacity of its network and support systems could adversely affect its operations
TDS faces operational and cost risks from network construction, zoning approvals, and system implementations required to expand its network capacity.
New
5)Increasing competition in the wireline and tower industries could adversely affect TDS’ revenues, negatively impact future growth and increase its costs to compete
Intensified wireline competition from fiber overbuilders, MVNOs, and federally funded broadband projects threatens TDS revenues and growth.
New
6)There are economic and business risks associated with fixed rate annual escalators on Array's colocation revenue contracts
Fixed rate annual escalators in Array's colocation contracts may lag behind ground lease escalation rates, eroding margins during persistent inflation.
New
Further, to the extent future U.S. inflation rates would persist at higher rates for sustained periods of time, revenues and margins in real dollars could erode, and this could have an adverse affect on Array's results of operations, cash flows and financial condition
Array relies heavily on large tenants like T-Mobile, and DISH Wireless has already failed to make certain contractual payments.
New
8)TDS’ lack of scale relative to larger competitors that may have greater financial and other resources than TDS could cause TDS to be unable to compete successfully, which could adversely affect its business, financial condition or results of operations
TDS suffers from a lack of scale compared to larger competitors, leading to high cost structures, low profit margins, and vendor disadvantages.
New
9)Inability to protect TDS’ real estate rights, with respect to land leases, could have an adverse effect on TDS’ business, financial condition or results of operations
Landowners may refuse to renew ground leases for Array's towers or transfer land to aggregators, increasing lease costs.
New
10)TDS’ business, financial condition or results of operations may be adversely impacted by extreme weather events, climate-related events, natural disasters (including wildfires) and other unforeseen events
Extreme weather, wildfires, and climate events could damage Array's towers or TDS Telecom's network while fixed lease expenses continue.
New
15)Difficulties involving third parties TDS does business with, including changes in the relationship with TDS or financial or operational difficulties, including supply chain disruptions of key suppliers, could adversely affect TDS’ business, financial condition or results of operations
Supply chain disruptions, product shortages, and vendor consolidation could delay TDS network construction and increase equipment costs.
New
TDS’ ability to make scheduled payments on its indebtedness or to refinance it will depend on its financial and operating performance which, in turn, is subject to prevailing economic and competitive conditions and other factors beyond its control

Dropped

Dropped
Announced Transactions and Strategic Alternatives Review Risk Factors
Dropped
On November 6, 2024, UScellular, and certain subsidiaries of UScellular, entered into the AT&T Purchase Agreement to sell certain 3.45 GHz and 700 MHz wireless spectrum licenses and agreed to grant AT&T certain rights to lease and sub-lease such licenses prior to the transaction close
Securities Purchase Agreement with T-Mobile regarding UScellular wireless operations.
Dropped
2)If the T-Mobile, Verizon and AT&T transactions are not consummated, substantial changes will be required to the manner in which UScellular’s wireless business is conducted, and we expect there will be a material adverse effect on TDS' financial condition and results of operations
AT&T Purchase Agreement terms for 3.45 GHz and 700 MHz spectrum.
Dropped
3)If the T-Mobile, Verizon and AT&T transactions are consummated, substantial costs will be triggered and substantial changes will be required to the manner in which UScellular’s remaining business is conducted, which could have a material adverse effect on TDS' financial condition and results of operations
Risks if T-Mobile, Verizon, and AT&T transactions are not consummated.
Dropped
5)Intense competition involving products, services, pricing, promotions and network speed and technologies could adversely affect TDS’ revenues or increase its costs to compete
Costs and changes if UScellular transactions are consummated.
Dropped
10)A failure by TDS to obtain access to adequate radio spectrum to meet current or anticipated future needs and/or to accurately predict future needs for radio spectrum could have an adverse effect on TDS’ business, financial condition or results of operations
Intense wireless industry competition risks.
Dropped
11)Advances or changes in technology could render certain technologies used by TDS obsolete, could put TDS at a competitive disadvantage, could reduce TDS’ revenues or could increase its costs of doing business
Dropped
12)Complexities associated with deploying new technologies present substantial risk and TDS’ investments in unproven technologies may not produce the benefits that TDS expects
Failure to obtain access to adequate radio spectrum capacity.
Dropped
No assurance can be given that TDS will be successful with respect to its acquisition, divestiture or exchange strategies or initiatives
Technology advances rendering TDS technologies obsolete.
Dropped
TDS has relationships with independent agents and third-party national retailers who market TDS’ services
Complexities and risks of deploying 5G technology.
Dropped
17)TDS has a significant amount of indebtedness which could adversely affect its financial performance and in turn adversely affect its ability to make payments on its indebtedness, comply with terms of debt covenants and incur additional debt
Dropped
18)TDS has entered into a Senior Secured Credit Agreement that imposes certain restrictions on its business and operations that may affect its ability to operate its business and make payments on its indebtedness
Uncertainty of acquisition, divestiture, or exchange strategies.
Dropped
See Note 15 — Commitments and Contingencies in the Notes to Consolidated Financial Statements for additional information related to legal proceedings
Dependence on independent agents and national retailers.
Dropped
In addition, some studies have indicated that some aspects of using a wireless device while driving may impair a driver's attention in certain circumstances, making accidents more likely. These concerns could lead to potential litigation relating to accidents, deaths or serious bodily injuries
Dropped
29)The impact of public health emergencies on TDS' business is uncertain, but depending on duration and severity could have a material adverse effect on TDS' business, financial condition or results of operations
High indebtedness impact on financial performance.

Reworded

91% rewritten
TDS attempts to timely and fully comply with all regulatory requirements. However, TDS is unable to predict the future actions of the various legislative and regulatory bodies that govern TDS, and such actions could have adverse effects on TDS’ business
Updated to focus on government support and fee collection uncertainty for TDS Telecom, removing specific 2024 high-cost support figures for UScellular.
75% rewritten
12)Changes in various business factors, including changes in demand, consumer preferences and perceptions, price competition, cost increases and other factors, could have an adverse effect on TDS’ business, financial condition or results of operations
Streamlined business risk factors by removing detailed bullet points regarding tower lease pricing and specific data usage metrics.
Was: 9)Changes in various business factors, including changes in demand, consumer preferences and perceptions, price competition, cost increases, churn from customer switching activity and other factors, could have an adverse effect on TDS’ business, financial condition or results of operations
73% rewritten
20)Failure by TDS to timely or fully comply with any existing applicable legislative and/or regulatory requirements or changes thereto could adversely affect TDS’ business, financial condition or results of operations
Added specific regulatory oversight by the FAA regarding tower construction, lighting, and painting alongside FCC rules.
Was: 21)Failure by TDS to timely or fully comply with any existing applicable legislative and/or regulatory requirements or changes thereto could adversely affect TDS’ business, financial condition or results of operations
73% rewritten
16)A failure by TDS to maintain flexible and capable telecommunication networks or information technologies, or a material disruption thereof, could have an adverse effect on TDS’ business, financial condition or results of operations
Removed IPTV-specific references while maintaining general data service network management risks.
Was: 15)A failure by TDS to maintain flexible and capable telecommunication networks or information technologies, or a material disruption thereof, could have an adverse effect on TDS’ business, financial condition or results of operations
61% rewritten
14)Costs, integration problems or other factors associated with acquisitions or divestitures and/or expansion of TDS’ businesses could have an adverse effect on TDS’ business, financial condition or results of operations
Expanded acquisition and divestiture risks to include explicit bullet points covering target identification, deal competition, and valuation hurdles.
Was: 13)Costs, integration problems or other factors associated with acquisitions, divestitures or exchanges of properties or wireless spectrum licenses and/or expansion of TDS’ businesses could have an adverse effect on TDS’ business, financial condition or results of operations
46% rewritten
19)TDS has significant investments in wireless operating entities that it does not control. Losses in the value of or cash flows from such investments could have an adverse effect on TDS’ financial condition, cash flows or results of operations
Added cash flow impacts and governance references to risks regarding non-controlled wireless operating entities.
Was: 20)TDS has significant investments in entities that it does not control. Losses in the value of such investments could have an adverse effect on TDS’ financial condition or results of operations
38% rewritten
TDS is regularly involved in a number of legal and policy proceedings before the FCC and various state and federal courts. Such legal and policy proceedings can be complex, costly, protracted and highly disruptive to business operations by diverting the attention and energies of management and other key personnel
Appended a reference to anti-takeover provisions involving the TDS Voting Trust and Certificate of Incorporation.

All 23 risk factors

Headings as the filing states them, in filing order.

Other

01SAFE HARBOR CAUTIONARY STATEMENT
021)Closing of the T-Mobile transaction occurred on August 1, 2025, and has required substantial changes to the manner in which Array’s remaining business is conducted, which could have a material adverse effect on Array's financial condition and results of operationsNew
03See Note 2 — Discontinued Operations and Note 7 — Acquisitions and Divestitures in the Notes to Consolidated Financial Statements for additional informationNew
04On September 22, 2025, T-Mobile exercised its call option under the Put/Call Agreement for certain 600 MHz wireless spectrum licenses and on October 7, 2025, Array and T-Mobile entered into a License Purchase AgreementNew
053)An inability to monetize the remaining spectrum assets as well as the ongoing costs to retain the spectrum could adversely affect TDS’ operationsNew
064)A delay or failure by TDS to complete significant network construction and systems implementation activities as part of its plans to expand and improve the quality and capacity of its network and support systems could adversely affect its operationsNew
075)Increasing competition in the wireline and tower industries could adversely affect TDS’ revenues, negatively impact future growth and increase its costs to competeNew
086)There are economic and business risks associated with fixed rate annual escalators on Array's colocation revenue contractsNew
09Further, to the extent future U.S. inflation rates would persist at higher rates for sustained periods of time, revenues and margins in real dollars could erode, and this could have an adverse affect on Array's results of operations, cash flows and financial conditionNew
108)TDS’ lack of scale relative to larger competitors that may have greater financial and other resources than TDS could cause TDS to be unable to compete successfully, which could adversely affect its business, financial condition or results of operationsNew
119)Inability to protect TDS’ real estate rights, with respect to land leases, could have an adverse effect on TDS’ business, financial condition or results of operationsNew
1210)TDS’ business, financial condition or results of operations may be adversely impacted by extreme weather events, climate-related events, natural disasters (including wildfires) and other unforeseen eventsNew
1312)Changes in various business factors, including changes in demand, consumer preferences and perceptions, price competition, cost increases and other factors, could have an adverse effect on TDS’ business, financial condition or results of operations75% rewritten
1414)Costs, integration problems or other factors associated with acquisitions or divestitures and/or expansion of TDS’ businesses could have an adverse effect on TDS’ business, financial condition or results of operations61% rewritten
1515)Difficulties involving third parties TDS does business with, including changes in the relationship with TDS or financial or operational difficulties, including supply chain disruptions of key suppliers, could adversely affect TDS’ business, financial condition or results of operationsNew
1616)A failure by TDS to maintain flexible and capable telecommunication networks or information technologies, or a material disruption thereof, could have an adverse effect on TDS’ business, financial condition or results of operations73% rewritten
17TDS’ ability to make scheduled payments on its indebtedness or to refinance it will depend on its financial and operating performance which, in turn, is subject to prevailing economic and competitive conditions and other factors beyond its controlNew
1819)TDS has significant investments in wireless operating entities that it does not control. Losses in the value of or cash flows from such investments could have an adverse effect on TDS’ financial condition, cash flows or results of operations46% rewritten
1920)Failure by TDS to timely or fully comply with any existing applicable legislative and/or regulatory requirements or changes thereto could adversely affect TDS’ business, financial condition or results of operations73% rewritten
20TDS attempts to timely and fully comply with all regulatory requirements. However, TDS is unable to predict the future actions of the various legislative and regulatory bodies that govern TDS, and such actions could have adverse effects on TDS’ business91% rewritten
21TDS is regularly involved in a number of legal and policy proceedings before the FCC and various state and federal courts. Such legal and policy proceedings can be complex, costly, protracted and highly disruptive to business operations by diverting the attention and energies of management and other key personnel38% rewritten
22The TDS Restated Certificate of Incorporation and the TDS bylaws contain provisions which may serve to discourage or make more difficult a change in control of TDS without the support of the TDS Voting Trust and the TDS Board of Directors or without meeting various other conditions
2324)TDS has experienced, and in the future expects to experience, cyber-attacks or other breaches of network or information technology security of varying degrees on a regular basis, which could have an adverse effect on TDS' business, financial condition or results of operations

Other Telephone & Data Systems 10-Ks

FY2024 10-K risk factors
25 risks
TDS and UScellular agreed to major sales of wireless operations and spectrum to T-Mobile, AT&T, and Verizon. Failure to complete these transactions forces a risky standalone strategy with limited capital. Consummating the deals triggers substantial costs, operational changes, and new business risks.
Filed Feb 21, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.