STOCK TITAN

[10-Q] T-Mobile US, Inc. Quarterly Earnings Report

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10-Q

T-Mobile US filed its Q3 2025 10-Q reporting higher revenue and solid cash generation. Total revenue reached $21,957 million, up from $20,162 million a year ago. Service revenue was $18,241 million. Net income was $2,714 million with diluted EPS of $2.41. Operating income was $4,530 million; the quarter included $278 million of impairment expense.

Cash flow from operations was $7,457 million for the quarter and $21,296 million year-to-date. The company repurchased $2,479 million of common stock in the quarter and $7,528 million year-to-date, and paid common dividends of $987 million in the quarter and $2,986 million year-to-date. Cash and cash equivalents were $3,310 million; long-term debt was $76,365 million.

T-Mobile closed the UScellular Wireless Business acquisition on August 1, 2025, transferring $2.8 billion in cash and later exchanging $1.7 billion of UScellular notes for new T-Mobile notes. It also completed the Vistar Media acquisition for $617 million and the Blis acquisition for $174 million. Fiber expansion advanced via joint ventures: $932 million invested in Lumos and $4.6 billion in Metronet. Shares outstanding were 1,118,506,626 as of October 17, 2025.

T-Mobile US ha presentato il suo rapporto Q3 2025 10-Q segnando ricavi più alti e una solida generazione di cassa. I ricavi totali hanno raggiunto $21,957 milioni, in aumento rispetto ai $20,162 milioni dell'anno precedente. I ricavi da servizi sono stati $18,241 milioni. L'utile netto è stato $2,714 milioni con un utile per azione diluito di $2,41. L'utile operativo è stato $4,530 milioni; nel trimestre è incluso $278 milioni di oneri imputati a impairment.

La cassa generata dalle attività operative è stata di $7,457 milioni nel trimestre e $21,296 milioni da inizio anno. L'azienda ha riacquistato $2,479 milioni di azioni ordinarie nel trimestre e $7,528 milioni da inizio anno, e ha pagato dividendi ordinari per $987 milioni nel trimestre e $2,986 milioni da inizio anno. La cassa e gli equivalenti di cassa ammontavano a $3,310 milioni; il debito a lungo termine era $76,365 milioni.

T-Mobile ha chiuso l'acquisizione della UScellular Wireless Business il 1 agosto 2025, trasferendo $2,8 miliardi in contanti e successivamente scambiando $1,7 miliardi di note UScellular per nuove note T-Mobile. Ha inoltre completato l'acquisizione di Vistar Media per $617 milioni e l'acquisizione di Blis per $174 milioni. L’espansione della fibra è avanzata tramite joint venture: $932 milioni investiti in Lumos e $4,6 miliardi in Metronet. Le azioni in circolazione ammontavano a 1.118.506.626 al 17 ottobre 2025.

T-Mobile US presentó su 10-Q del tercer trimestre de 2025 reportando mayores ingresos y una sólida generación de caja. Los ingresos totales alcanzaron $21,957 millones, frente a $20,162 millones hace un año. Los ingresos por servicios fueron $18,241 millones. El ingreso neto fue de $2,714 millones con ganancias por acción diluidas de $2.41. El ingreso operativo fue de $4,530 millones; en el trimestre se incluyeron $278 millones de gastos por deterioro.

El flujo de efectivo de las operaciones fue de $7,457 millones para el trimestre y $21,296 millones acumulados en el año. La empresa recompró $2,479 millones de acciones comunes en el trimestre y $7,528 millones en lo que va del año, y pagó dividendos comunes de $987 millones en el trimestre y $2,986 millones en lo que va del año. Efectivo y equivalentes de efectivo fueron $3,310 millones; la deuda a largo plazo fue de $76,365 millones.

T-Mobile cerró la adquisición de UScellular Wireless Business el 1 de agosto de 2025, transfiriendo $2.8 mil millones en efectivo y posteriormente intercambiando $1.7 mil millones de notas de UScellular por nuevas notas de T-Mobile. También completó la adquisición de Vistar Media por $617 millones y la adquisición de Blis por $174 millones. La expansión de fibra avanzó a través de empresas conjuntas: $932 millones invertidos en Lumos y $4.6 mil millones en Metronet. Las acciones en circulación eran 1,118,506,626 a 17 de octubre de 2025.

T-Mobile US는 2025년 3분기 10-Q를 제출하였고 매출 증가와 견고한 현금 창출을 보고했습니다. 총매출은 21957백만 달러로 전년 동기의 20162백만 달러에서 증가했습니다. 서비스 매출은 18241백만 달러였습니다. 순이익은 2714백만 달러였고 희석 주당순이익은 2.41달러였습니다. 영업이익은 4530백만 달러였으며, 분기에는 impairment 비용으로 278백만 달러가 포함되어 있습니다.

영업활동 현금흐름은 분기에 7457백만 달러였고 연간 누적은 21296백만 달러였습니다. 회사는 이번 분기에 보통주를 2479백만 달러, 연간 누적으로는 7528백만 달러를 재매입했으며, 분기에 보통주 배당은 987백만 달러, 연간 누적으로는 2986백만 달러를 지급했습니다. 현금 및 현금성자산은 3310백만 달러였고 장기부채는 76365백만 달러였습니다.

UScellular Wireless Business 인수는 2025년 8월 1일에 마무리되었고 현금으로 28억 달러를 이전하고 이후 UScellular 채권 17억 달러를 새 T-Mobile 채권으로 교환했습니다. 또한 Vistar Media를 6.17억 달러에, Blis를 1.74억 달러에 인수했습니다. 광섬유 확장은 공동사업을 통해 진행되었고, Lumos에 9.32억 달러, Metronet에 46억 달러가 투자되었습니다. 2025년 10월 17일 기준 발행주식 수는 11,185,066,626주였습니다.

T-Mobile US a déposé son 10-Q du T3 2025 faisant état d'une hausse du chiffre d'affaires et d'une solide génération de trésorerie. Le chiffre d'affaires total s'élève à 21 957 millions de dollars, en hausse par rapport à 20 162 millions il y a un an. Le chiffre d'affaires de services était de 18 241 millions de dollars. Le résultat net s'Établit à 2 714 millions de dollars avec un résultat dilué par action de 2,41 dollars. Le résultat opérationnel est de 4 530 millions de dollars; le trimestre comprend 278 millions de dollars de charges d’impairment.

La trésorerie opérationnelle était de 7 457 millions de dollars pour le trimestre et de 21 296 millions de dollars à date. L'entreprise a racheté pour 2 479 millions de dollars d'actions ordinaires au cours du trimestre et 7 528 millions de dollars à date, et a versé des dividendes ordinaires de 987 millions de dollars au cours du trimestre et de 2 986 millions de dollars à date. La trésorerie et les équivalents de trésorerie étaient de 3 310 millions de dollars; la dette à long terme était de 76 365 millions de dollars.

T-Mobile a clôturé l'acquisition de l'activité sans fil d'UScellular le 1er août 2025, transférant 2,8 milliards de dollars en espèces et échangeant ensuite 1,7 milliard de dollars d’obligations UScellular contre de nouvelles obligations T-Mobile. Elle a également bouclé l'acquisition de Vistar Media pour 617 millions de dollars et celle de Blis pour 174 millions de dollars. L'extension de la fibre a progressé via des coentreprises : 932 millions de dollars investis dans Lumos et 4,6 milliards de dollars dans Metronet. Les actions en circulation étaient de 1 118 506 626 au 17 octobre 2025.

T-Mobile US legte seinen Q3 2025 10-Q vor und meldete höhere Umsätze sowie eine solide Geldgenerierung. Der Gesamtumsatz betrug 21.957 Mio. USD, gegenüber 20.162 Mio. USD vor einem Jahr. Service-Umsatz lag bei 18.241 Mio. USD.Der Nettogewinn betrug 2.714 Mio. USD mit einer dilutierten EPS von 2,41 USD. Das operative Ergebnis betrug 4.530 Mio. USD; im Quartal waren 278 Mio. USD Impr aisE costs enthalten.

Der operative Cashflow betrug im Quartal 7.457 Mio. USD und year-to-date 21.296 Mio. USD. Das Unternehmen kaufte im Quartal eigene Aktien im Wert von 2.479 Mio. USD zurück und year-to-date 7.528 Mio. USD, und zahlte Dividenden in Höhe von 987 Mio. USD im Quartal bzw. 2.986 Mio. USD year-to-date. Barmittel und Barmitteläquivalente betrugen 3.310 Mio. USD; langfristige Verbindlichkeiten 76.365 Mio. USD.

T-Mobile schloss die Übernahme des UScellular Wireless Business am 1. August 2025 ab, transferierte 2,8 Milliarden USD in Barmitteln und tauschte später 1,7 Milliarden USD UScellular-notes gegen neue T-Mobile-notes. Es schloss zudem die Übernahme von Vistar Media für 617 Mio. USD und Blis für 174 Mio. USD ab. Der Glasfaser-Ausbau schreitet via Joint Ventures voran: 932 Mio. USD in Lumos investiert und 4,6 Mrd. USD in Metronet. Die ausstehenden Aktien betrugen am 17. Oktober 2025 1.118.506.626.

قدمت T-Mobile الأمريكية نموذج 10-Q للربع الثالث من عام 2025 محققًة إيرادات أعلى وتدفقًا نقديًا قويًا. بلغ إجمالي الإيرادات 21,957 مليون دولار، مقارنة بـ 20,162 مليون دولار قبل عام. كانت إيرادات الخدمات 18,241 مليون دولار. بلغ صافي الدخل 2,714 مليون دولار مع ربحية السهم المخففة 2.41 دولار. بلغ الدخل التشغيلي 4,530 مليون دولار؛ تضمنت الربع 278 مليون دولار كأعباء انخفاض قيمة.

كان التدفق النقدي من العمليات 7,457 مليون دولار لهذا الربع و21,296 مليون دولار حتى تاريخه في السنة المالية. قامت الشركة بإعادة شراء أسهم عادية بقيمة 2,479 مليون دولار في الربع و7,528 مليون دولار حتى تاريخه، ودفع توزيعات عادية قدرها 987 مليون دولار في الربع و2,986 مليون دولار حتى تاريخه. كان النقد النقدي وما يعادله 3,310 مليون دولار؛ الدين طويل الأجل 76,365 مليون دولار.

أغلقت T-Mobile اندماج UScellular Wireless Business في 1 أغسطس 2025، حيث نُقل 2.8 مليار دولار نقدًا، ولاحقًا تم تبادل 1.7 مليار دولار من سندات UScellular لسندات جديدة لـ T-Mobile. كما أتمت صفقة Vistar Media مقابل 617 مليون دولار وصفقة Blis مقابل 174 مليون دولار. تقدمت توسيع الألياف عبر مشاريع مشتركة: استثمار 932 مليون دولار في Lumos و4.6 مليار دولار في Metronet. كانت عدد الأسهم القائمة 1,118,506,626 حتى 17 أكتوبر 2025.

T-Mobile US 已提交其 2025 年第三季度 10-Q,报告显示收入增加以及现金产生能力强劲。 总收入为 21957 百万美元,较上一年同期的 20162 百万美元有所增加。服务收入为 18241 百万美元。净利润为 2714 百万美元,摊薄每股收益为 2.41 美元。经营利润为 4530 百万美元;本季度包含 278 百万美元的减值费用。

本季度经营活动产生的现金流为 7457 百万美元,年初至今为 21296 百万美元。公司在本季度回购普通股 2479 百万美元,年初至今回购 7528 百万美元,并在本季度派发普通股股息 987 百万美元,年初至今合计 2986 百万美元。现金及现金等价物为 3310 百万美元;长期债务为 76365 百万美元。

T-Mobile 于 2025 年 8 月 1 日完成对 UScellular Wireless Business 的收购,向现金转移了 28 亿美元,随后用 UScellular 的 17 亿美元票据换取新的 T-Mobile 票据。它还以 6.17 亿美元完成 Vistar Media 的收购,以 1.74 亿美元完成 Blis 的收购。通过合资企业推进光纤扩张:在 Lumos 投资 9.32 亿美元,在 Metronet 投资 46 亿美元。2025 年 10 月 17 日的流通在外股数为 11,185,066,626 股。

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Insights

Revenue grew and cash flow was strong; strategic deals closed.

T-Mobile delivered Q3 revenue of $21,957M and diluted EPS of $2.41. Service revenue of $18,241M supports a stable core, while an impairment of $278M weighed on operating income versus last year. Operating cash flow of $7,457M in the quarter underpinned buybacks and dividends.

Closing the UScellular Wireless Business on Aug 1, 2025 adds rural coverage and spectrum, funded by $2.8B cash and $1.7B notes exchanged. Smaller ad-tech deals (Vistar $617M, Blis $174M) and fiber JVs (Lumos $932M, Metronet $4.6B) expand product reach.

Key dependencies include integration execution and capital allocation. Actual impact will emerge through future revenue mix and margin trajectory disclosed in subsequent filings.

Balance sheet absorbs M&A; liquidity and cash generation remain solid.

Long-term debt was $76,365M vs $72,700M at year-end, reflecting financing for acquisitions, including the $1.7B note exchanges tied to UScellular. Cash and cash equivalents were $3,310M with strong operating cash flow of $21,296M year-to-date.

Shareholder returns continued—buybacks of $7,528M YTD and dividends of $2,986M. The balance of cash generation, M&A commitments, and returns bears watching, but current disclosures show ample operating cash inflows supporting these uses.

T-Mobile US ha presentato il suo rapporto Q3 2025 10-Q segnando ricavi più alti e una solida generazione di cassa. I ricavi totali hanno raggiunto $21,957 milioni, in aumento rispetto ai $20,162 milioni dell'anno precedente. I ricavi da servizi sono stati $18,241 milioni. L'utile netto è stato $2,714 milioni con un utile per azione diluito di $2,41. L'utile operativo è stato $4,530 milioni; nel trimestre è incluso $278 milioni di oneri imputati a impairment.

La cassa generata dalle attività operative è stata di $7,457 milioni nel trimestre e $21,296 milioni da inizio anno. L'azienda ha riacquistato $2,479 milioni di azioni ordinarie nel trimestre e $7,528 milioni da inizio anno, e ha pagato dividendi ordinari per $987 milioni nel trimestre e $2,986 milioni da inizio anno. La cassa e gli equivalenti di cassa ammontavano a $3,310 milioni; il debito a lungo termine era $76,365 milioni.

T-Mobile ha chiuso l'acquisizione della UScellular Wireless Business il 1 agosto 2025, trasferendo $2,8 miliardi in contanti e successivamente scambiando $1,7 miliardi di note UScellular per nuove note T-Mobile. Ha inoltre completato l'acquisizione di Vistar Media per $617 milioni e l'acquisizione di Blis per $174 milioni. L’espansione della fibra è avanzata tramite joint venture: $932 milioni investiti in Lumos e $4,6 miliardi in Metronet. Le azioni in circolazione ammontavano a 1.118.506.626 al 17 ottobre 2025.

T-Mobile US presentó su 10-Q del tercer trimestre de 2025 reportando mayores ingresos y una sólida generación de caja. Los ingresos totales alcanzaron $21,957 millones, frente a $20,162 millones hace un año. Los ingresos por servicios fueron $18,241 millones. El ingreso neto fue de $2,714 millones con ganancias por acción diluidas de $2.41. El ingreso operativo fue de $4,530 millones; en el trimestre se incluyeron $278 millones de gastos por deterioro.

El flujo de efectivo de las operaciones fue de $7,457 millones para el trimestre y $21,296 millones acumulados en el año. La empresa recompró $2,479 millones de acciones comunes en el trimestre y $7,528 millones en lo que va del año, y pagó dividendos comunes de $987 millones en el trimestre y $2,986 millones en lo que va del año. Efectivo y equivalentes de efectivo fueron $3,310 millones; la deuda a largo plazo fue de $76,365 millones.

T-Mobile cerró la adquisición de UScellular Wireless Business el 1 de agosto de 2025, transfiriendo $2.8 mil millones en efectivo y posteriormente intercambiando $1.7 mil millones de notas de UScellular por nuevas notas de T-Mobile. También completó la adquisición de Vistar Media por $617 millones y la adquisición de Blis por $174 millones. La expansión de fibra avanzó a través de empresas conjuntas: $932 millones invertidos en Lumos y $4.6 mil millones en Metronet. Las acciones en circulación eran 1,118,506,626 a 17 de octubre de 2025.

T-Mobile US는 2025년 3분기 10-Q를 제출하였고 매출 증가와 견고한 현금 창출을 보고했습니다. 총매출은 21957백만 달러로 전년 동기의 20162백만 달러에서 증가했습니다. 서비스 매출은 18241백만 달러였습니다. 순이익은 2714백만 달러였고 희석 주당순이익은 2.41달러였습니다. 영업이익은 4530백만 달러였으며, 분기에는 impairment 비용으로 278백만 달러가 포함되어 있습니다.

영업활동 현금흐름은 분기에 7457백만 달러였고 연간 누적은 21296백만 달러였습니다. 회사는 이번 분기에 보통주를 2479백만 달러, 연간 누적으로는 7528백만 달러를 재매입했으며, 분기에 보통주 배당은 987백만 달러, 연간 누적으로는 2986백만 달러를 지급했습니다. 현금 및 현금성자산은 3310백만 달러였고 장기부채는 76365백만 달러였습니다.

UScellular Wireless Business 인수는 2025년 8월 1일에 마무리되었고 현금으로 28억 달러를 이전하고 이후 UScellular 채권 17억 달러를 새 T-Mobile 채권으로 교환했습니다. 또한 Vistar Media를 6.17억 달러에, Blis를 1.74억 달러에 인수했습니다. 광섬유 확장은 공동사업을 통해 진행되었고, Lumos에 9.32억 달러, Metronet에 46억 달러가 투자되었습니다. 2025년 10월 17일 기준 발행주식 수는 11,185,066,626주였습니다.

T-Mobile US a déposé son 10-Q du T3 2025 faisant état d'une hausse du chiffre d'affaires et d'une solide génération de trésorerie. Le chiffre d'affaires total s'élève à 21 957 millions de dollars, en hausse par rapport à 20 162 millions il y a un an. Le chiffre d'affaires de services était de 18 241 millions de dollars. Le résultat net s'Établit à 2 714 millions de dollars avec un résultat dilué par action de 2,41 dollars. Le résultat opérationnel est de 4 530 millions de dollars; le trimestre comprend 278 millions de dollars de charges d’impairment.

La trésorerie opérationnelle était de 7 457 millions de dollars pour le trimestre et de 21 296 millions de dollars à date. L'entreprise a racheté pour 2 479 millions de dollars d'actions ordinaires au cours du trimestre et 7 528 millions de dollars à date, et a versé des dividendes ordinaires de 987 millions de dollars au cours du trimestre et de 2 986 millions de dollars à date. La trésorerie et les équivalents de trésorerie étaient de 3 310 millions de dollars; la dette à long terme était de 76 365 millions de dollars.

T-Mobile a clôturé l'acquisition de l'activité sans fil d'UScellular le 1er août 2025, transférant 2,8 milliards de dollars en espèces et échangeant ensuite 1,7 milliard de dollars d’obligations UScellular contre de nouvelles obligations T-Mobile. Elle a également bouclé l'acquisition de Vistar Media pour 617 millions de dollars et celle de Blis pour 174 millions de dollars. L'extension de la fibre a progressé via des coentreprises : 932 millions de dollars investis dans Lumos et 4,6 milliards de dollars dans Metronet. Les actions en circulation étaient de 1 118 506 626 au 17 octobre 2025.

T-Mobile US legte seinen Q3 2025 10-Q vor und meldete höhere Umsätze sowie eine solide Geldgenerierung. Der Gesamtumsatz betrug 21.957 Mio. USD, gegenüber 20.162 Mio. USD vor einem Jahr. Service-Umsatz lag bei 18.241 Mio. USD.Der Nettogewinn betrug 2.714 Mio. USD mit einer dilutierten EPS von 2,41 USD. Das operative Ergebnis betrug 4.530 Mio. USD; im Quartal waren 278 Mio. USD Impr aisE costs enthalten.

Der operative Cashflow betrug im Quartal 7.457 Mio. USD und year-to-date 21.296 Mio. USD. Das Unternehmen kaufte im Quartal eigene Aktien im Wert von 2.479 Mio. USD zurück und year-to-date 7.528 Mio. USD, und zahlte Dividenden in Höhe von 987 Mio. USD im Quartal bzw. 2.986 Mio. USD year-to-date. Barmittel und Barmitteläquivalente betrugen 3.310 Mio. USD; langfristige Verbindlichkeiten 76.365 Mio. USD.

T-Mobile schloss die Übernahme des UScellular Wireless Business am 1. August 2025 ab, transferierte 2,8 Milliarden USD in Barmitteln und tauschte später 1,7 Milliarden USD UScellular-notes gegen neue T-Mobile-notes. Es schloss zudem die Übernahme von Vistar Media für 617 Mio. USD und Blis für 174 Mio. USD ab. Der Glasfaser-Ausbau schreitet via Joint Ventures voran: 932 Mio. USD in Lumos investiert und 4,6 Mrd. USD in Metronet. Die ausstehenden Aktien betrugen am 17. Oktober 2025 1.118.506.626.

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Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
         QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2025
or
         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from    to
Commission File Number: 1-33409
T-Mobile Logo_03_2023.jpg
T-MOBILE US, INC.
(Exact name of registrant as specified in its charter)
Delaware20-0836269
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)

12920 SE 38th Street
Bellevue, Washington
(Address of principal executive offices)
98006-1350
(Zip Code)
(425) 378-4000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.00001 per shareTMUSThe NASDAQ Stock Market LLC
3.550% Senior Notes due 2029TMUS29The NASDAQ Stock Market LLC
3.700% Senior Notes due 2032TMUS32The NASDAQ Stock Market LLC
3.150% Senior Notes due 2032TMUS32AThe NASDAQ Stock Market LLC
3.850% Senior Notes due 2036TMUS36The NASDAQ Stock Market LLC
3.500% Senior Notes due 2037TMUS37The NASDAQ Stock Market LLC
3.800% Senior Notes due 2045TMUS45The NASDAQ Stock Market LLC
6.250% Senior Notes due 2069TMUSLThe NASDAQ Stock Market LLC
5.500% Senior Notes due March 2070TMUSZThe NASDAQ Stock Market LLC
5.500% Senior Notes due June 2070TMUSIThe NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  No 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  No 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer Accelerated filer
Non-accelerated filerSmaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).      Yes ☐ No 


Table of Contents
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
ClassShares Outstanding as of October 17, 2025
Common Stock, par value $0.00001 per share1,118,506,626 

2


T-Mobile US, Inc.
Form 10-Q
For the Quarter Ended September 30, 2025

Table of Contents
PART I. FINANCIAL INFORMATION
Item 1.
Financial Statements
4
Condensed Consolidated Balance Sheets
4
Condensed Consolidated Statements of Comprehensive Income
5
Condensed Consolidated Statements of Cash Flows
6
Condensed Consolidated Statement of Stockholders’ Equity
7
Notes to the Condensed Consolidated Financial Statements
10
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
40
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
65
Item 4.
Controls and Procedures
66
PART II. OTHER INFORMATION
Item 1.
Legal Proceedings
67
Item 1A.
Risk Factors
67
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
69
Item 3.
Defaults Upon Senior Securities
69
Item 4.
Mine Safety Disclosures
69
Item 5.
Other Information
69
Item 6.
Exhibits
70
Signatures
72
3

Index for Notes to the Condensed Consolidated Financial Statements
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements

T-Mobile US, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)

(in millions, except share and per share amounts)September 30,
2025
December 31,
2024
Assets
Current assets
Cash and cash equivalents$3,310 $5,409 
Accounts receivable, net of allowance for credit losses of $206 and $176
5,084 4,276 
Equipment installment plan receivables, net of allowance for credit losses and imputed discount of $646 and $656
4,599 4,379 
Inventory2,370 1,607 
Prepaid expenses1,128 880 
Other current assets5,212 1,853 
Total current assets21,703 18,404 
Property and equipment, net38,718 38,533 
Operating lease right-of-use assets26,070 25,398 
Financing lease right-of-use assets2,955 3,091 
Goodwill13,690 13,005 
Spectrum licenses97,749 100,558 
Other intangible assets, net4,117 2,512 
Equipment installment plan receivables due after one year, net of allowance for credit losses and imputed discount of $186 and $158
2,316 2,209 
Other assets9,862 4,325 
Total assets$217,180 $208,035 
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable and accrued liabilities$9,193 $8,463 
Short-term debt6,333 4,068 
Deferred revenue1,487 1,222 
Short-term operating lease liabilities3,550 3,281 
Short-term financing lease liabilities1,157 1,175 
Other current liabilities2,581 1,965 
Total current liabilities24,301 20,174 
Long-term debt76,365 72,700 
Long-term debt to affiliates1,498 1,497 
Tower obligations3,568 3,664 
Deferred tax liabilities19,222 16,700 
Operating lease liabilities26,780 26,408 
Financing lease liabilities1,186 1,151 
Other long-term liabilities3,783 4,000 
Total long-term liabilities132,402 126,120 
Commitments and contingencies (Note 16)
Stockholders' equity
Common stock, par value $0.00001 per share, 2,000,000,000 shares authorized; 1,275,435,436 and 1,271,074,364 shares issued, 1,118,506,240 and 1,144,579,681 shares outstanding
  
Additional paid-in capital69,267 68,798 
Treasury stock, at cost, 156,929,196 and 126,494,683 shares
(28,064)(20,584)
Accumulated other comprehensive loss(881)(857)
Retained earnings20,155 14,384 
Total stockholders' equity60,477 61,741 
Total liabilities and stockholders' equity$217,180 $208,035 
The accompanying notes are an integral part of these condensed consolidated financial statements.
4

Index for Notes to the Condensed Consolidated Financial Statements
T-Mobile US, Inc.
Condensed Consolidated Statements of Comprehensive Income
(Unaudited)

Three Months Ended September 30,Nine Months Ended September 30,
(in millions, except share and per share amounts)2025202420252024
Revenues
Postpaid revenues$14,882 $13,308 $42,554 $38,838 
Prepaid revenues2,625 2,716 7,911 7,711 
Wholesale and other service revenues734 701 2,139 2,701 
Total service revenues18,241 16,725 52,604 49,250 
Equipment revenues3,465 3,207 10,608 9,564 
Other revenues251 230 763 714 
Total revenues21,957 20,162 63,975 59,528 
Operating expenses
Cost of services, exclusive of depreciation and amortization shown separately below2,873 2,722 8,192 8,074 
Cost of equipment sales, exclusive of depreciation and amortization shown separately below4,853 4,307 14,310 12,794 
Selling, general and administrative6,015 5,186 16,900 15,466 
Impairment expense278  278  
Depreciation and amortization3,408 3,151 9,752 9,770 
Total operating expenses17,427 15,366 49,432 46,104 
Operating income4,530 4,796 14,543 13,424 
Other expense, net
Interest expense, net(924)(836)(2,762)(2,570)
Other (expense) income, net(78)7 (135)19 
Total other expense, net(1,002)(829)(2,897)(2,551)
Income before income taxes3,528 3,967 11,646 10,873 
Income tax expense(814)(908)(2,757)(2,515)
Net income$2,714 $3,059 $8,889 $8,358 
Net income$2,714 $3,059 $8,889 $8,358 
Other comprehensive income (loss), net of tax
Reclassification of loss from cash flow hedges, net of tax effect of $16, $15, $48 and $45
48 44 141 130 
Losses on fair value hedges, net of tax effect of $(7), $(5), $(55) and $(15)
(20)(12)(160)(42)
Unrealized loss on foreign currency translation adjustment, net of tax effect of $0, $0, $0 and $0
  (1) 
Amortization of actuarial gain, net of tax effect of $0, $(2), $(1) and $(5)
(1)(4)(4)(13)
Other comprehensive income (loss)27 28 (24)75 
Total comprehensive income$2,741 $3,087 $8,865 $8,433 
Earnings per share
Basic$2.42 $2.62 $7.84 $7.12 
Diluted$2.41 $2.61 $7.82 $7.10 
Weighted-average shares outstanding
Basic1,123,754,096 1,166,961,755 1,133,743,367 1,174,069,336 
Diluted1,126,627,708 1,170,649,561 1,136,920,521 1,177,637,145 
The accompanying notes are an integral part of these condensed consolidated financial statements.

5

Index for Notes to the Condensed Consolidated Financial Statements
T-Mobile US, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)

Three Months Ended September 30,Nine Months Ended September 30,
(in millions)2025202420252024
Operating activities
Net income$2,714 $3,059 $8,889 $8,358 
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization3,408 3,151 9,752 9,770 
Stock-based compensation expense227 170 613 474 
Deferred income tax expense797 817 2,505 2,279 
Bad debt expense337 299 925 836 
Losses from sales of receivables17 23 58 69 
Impairment expense278  278  
Changes in operating assets and liabilities
Accounts receivable(366)(734)(797)(2,436)
Equipment installment plan receivables44 (72)133 360 
Inventory(537)(448)(591)(57)
Operating lease right-of-use assets929 877 2,667 2,605 
Other current and long-term assets(322)(19)(983)(275)
Accounts payable and accrued liabilities890 (165)729 (1,861)
Short- and long-term operating lease liabilities(936)(805)(2,720)(2,970)
Other current and long-term liabilities(239)(125)(409)(657)
Other, net216 111 247 249 
Net cash provided by operating activities7,457 6,139 21,296 16,744 
Investing activities
Purchases of property and equipment, including capitalized interest of $(13), $(9), $(33) and $(26)
(2,639)(1,961)(7,486)(6,628)
Purchases of spectrum licenses and other intangible assets, including deposits(1,590)(2,419)(2,505)(2,636)
Proceeds from the sale of property, equipment and intangible assets18 15 2,091 38 
Proceeds related to beneficial interests in securitization transactions 984  2,832 
Acquisition of companies, net of cash acquired(2,797) (3,523)(390)
Investments in unconsolidated affiliates, net(3,072) (4,055) 
Other, net(59)74 371 12 
Net cash used in investing activities(10,139)(3,307)(15,107)(6,772)
Financing activities
Proceeds from issuance of long-term debt, net498 2,480 8,266 8,089 
Repayments of financing lease obligations(318)(347)(964)(1,025)
Repayments of long-term debt(828)(223)(4,564)(3,169)
Repurchases of common stock(2,479)(560)(7,528)(6,541)
Dividends on common stock(987)(758)(2,986)(2,286)
Tax withholdings on share-based awards(92)(36)(394)(244)
Other, net(32)(49)(80)(117)
Net cash (used in) provided by financing activities(4,238)507 (8,250)(5,293)
Effect of exchange rate changes on cash and cash equivalents, including restricted cash   13  
Change in cash and cash equivalents, including restricted cash(6,920)3,339 (2,048)4,679 
Cash and cash equivalents, including restricted cash
Beginning of period10,585 6,647 5,713 5,307 
End of period$3,665 $9,986 $3,665 $9,986 
The accompanying notes are an integral part of these condensed consolidated financial statements.
6

Index for Notes to the Condensed Consolidated Financial Statements
T-Mobile US, Inc.
Condensed Consolidated Statement of Stockholders’ Equity
(Unaudited)

(in millions, except share and per share amounts)Common Stock OutstandingTreasury Stock OutstandingTreasury Shares at CostPar Value and Additional Paid-in CapitalAccumulated Other Comprehensive LossRetained EarningsTotal Stockholders' Equity
Balance as of June 30, 20251,127,450,618 146,725,778 $(25,569)$69,008 $(908)$18,576 $61,107 
Net income— — — — — 2,714 2,714 
Dividends declared ($1.02 per share)
— — — — — (1,135)(1,135)
Other comprehensive income— — — — 27 — 27 
Stock-based compensation— — — 216 — — 216 
Stock issued for employee stock purchase plan437,777 — — 89 — — 89 
Issuance of vested restricted stock units1,175,288 — — — — — — 
Shares withheld related to net share settlement of stock awards and stock options(365,677)— — (92)— — (92)
Repurchases of common stock(10,204,072)10,204,072 (2,494)— — — (2,494)
Other, net12,306 (654)(1)46 — — 45 
Balance as of September 30, 20251,118,506,240 156,929,196 $(28,064)$69,267 $(881)$20,155 $60,477 
Balance as of December 31, 20241,144,579,681 126,494,683 $(20,584)$68,798 $(857)$14,384 $61,741 
Net income— — — — — 8,889 8,889 
Dividends declared ($2.78 per share)
— — — — — (3,118)(3,118)
Other comprehensive loss— — — — (24)— (24)
Stock-based compensation— — — 596 — — 596 
Stock issued for employee stock purchase plan1,150,449 — — 214 — — 214 
Issuance of vested restricted stock units4,627,936 — — — — — — 
Shares withheld related to net share settlement of stock awards and stock options(1,491,249)— — (394)— — (394)
Repurchases of common stock(30,444,090)30,444,090 (7,475)— — — (7,475)
Other, net83,513 (9,577)(5)53 — — 48 
Balance as of September 30, 20251,118,506,240 156,929,196 $(28,064)$69,267 $(881)$20,155 $60,477 
The accompanying notes are an integral part of these condensed consolidated financial statements.
7

Index for Notes to the Condensed Consolidated Financial Statements
T-Mobile US, Inc.
Condensed Consolidated Statement of Stockholders’ Equity
(Unaudited)

(in millions, except share and per share amounts)Common Stock OutstandingTreasury Stock OutstandingTreasury Shares at CostPar Value and Additional Paid-in CapitalAccumulated Other Comprehensive LossRetained EarningsTotal Stockholders' Equity
Balance as of June 30, 20241,166,772,891 103,032,151 $(15,270)$68,463 $(917)$10,360 $62,636 
Net income— — — — — 3,059 3,059 
Dividends declared ($0.88 per share)
— — — — — (1,018)(1,018)
Other comprehensive income— — — — 28 — 28 
Stock-based compensation— — — 151 — — 151 
Stock issued for employee stock purchase plan569,160 — — 79 — — 79 
Issuance of vested restricted stock units594,078 — — — — — — 
Shares withheld related to net share settlement of stock awards and stock options(181,793)— — (36)— — (36)
Repurchases of common stock(3,179,707)3,179,707 (650)— — — (650)
Other, net39,293 (811)(1)2 — — 1 
Balance as of September 30, 20241,164,613,922 106,211,047 $(15,921)$68,659 $(889)$12,401 $64,250 
Balance as of December 31, 20231,195,807,331 67,096,823 $(9,373)$67,705 $(964)$7,347 $64,715 
Net income— — — — — 8,358 8,358 
Dividends declared ($2.83 per share)
— — — — — (3,304)(3,304)
Other comprehensive income— — — — 75 — 75 
Stock-based compensation— — — 457 — — 457 
Stock issued for employee stock purchase plan1,519,242 — — 191 — — 191 
Issuance of vested restricted stock units4,411,775 — — — — — — 
Shares withheld related to net share settlement of stock awards and stock options(1,444,692)— — (244)— — (244)
Repurchases of common stock(39,093,340)39,093,340 (6,543)— — — (6,543)
Ka’ena Acquisition upfront consideration3,264,952 — — 536 — — 536 
Other, net148,654 20,884 (5)14 — — 9 
Balance as of September 30, 20241,164,613,922 106,211,047 $(15,921)$68,659 $(889)$12,401 $64,250 
The accompanying notes are an integral part of these condensed consolidated financial statements.

8

Index for Notes to the Condensed Consolidated Financial Statements
T-Mobile US, Inc.
Index for Notes to the Condensed Consolidated Financial Statements

Note 1
Summary of Significant Accounting Policies
10
Note 2
Business Combinations
11
Note 3
Joint Ventures
16
Note 4
Receivables and Related Allowance for Credit Losses
17
Note 5
Sales of Certain Receivables
19
Note 6
Property and Equipment
21
Note 7
Goodwill, Spectrum License Transactions and Other Intangible Assets
22
Note 8
Fair Value Measurements
25
Note 9
Debt
27
Note 10
Tower Obligations
30
Note 11
Revenue from Contracts with Customers
31
Note 12
Segment Reporting
33
Note 13
Stockholder Return Program
33
Note 14
Earnings Per Share
34
Note 15
Leases
35
Note 16
Commitments and Contingencies
36
Note 17
Additional Financial Information
39
Note 18
Subsequent Events
39

9

Index for Notes to the Condensed Consolidated Financial Statements
T-Mobile US, Inc.
Notes to the Condensed Consolidated Financial Statements

Note 1 – Summary of Significant Accounting Policies

Basis of Presentation

The unaudited condensed consolidated financial statements of T-Mobile US, Inc. (“T-Mobile,” “we,” “our,” “us” or the “Company”) include all adjustments of a normal recurring nature necessary for the fair presentation of the results for the interim periods presented. The results for the interim periods are not necessarily indicative of those for the full year. The condensed consolidated financial statements should be read in conjunction with our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024.

The condensed consolidated financial statements include the balances and results of operations of T-Mobile and our consolidated subsidiaries. We consolidate majority-owned subsidiaries over which we exercise control, variable interest entities (“VIEs”) for which we are deemed to be the primary beneficiary and VIEs which cannot be deconsolidated, such as those related to our tower obligations as discussed in Note 10 - Tower Obligations. Intercompany transactions and balances have been eliminated in consolidation. Investments in entities that we do not control but have significant influence are accounted for under the equity method. We record our proportionate share of our equity method investees’ earnings within Other (expense) income, net on our Condensed Consolidated Statements of Comprehensive Income.

The preparation of financial statements in conformity with United States (“U.S.”) generally accepted accounting principles (“GAAP”) requires our management to make estimates and assumptions that affect the financial statements and accompanying notes. Estimates are based on historical experience, where applicable, and other assumptions that management believes are reasonable under the circumstances. Estimates are inherently subject to judgment and actual results could differ from those estimates.

Accounting Pronouncements Not Yet Adopted

Income Tax Disclosures

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” The standard enhances income tax disclosure requirements for all entities by requiring specified categories and greater disaggregation within the rate reconciliation table, disclosure of income taxes paid by jurisdiction, and providing clarification on uncertain tax positions and related financial statement impacts. The standard will be effective for us for our fiscal year 2025 annual financial statements with early adoption permitted. We plan to adopt the standard when it becomes effective for us beginning in our fiscal year 2025 annual financial statements, and we expect the adoption of the standard will impact certain of our income tax disclosures.

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” In January 2025, the FASB issued ASU 2025-01, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date,” which clarifies the effective date of ASU 2024-03. The standard requires that public business entities disclose additional information about specific expense categories in the notes to financial statements for interim and annual reporting periods. The standard will become effective for us for our fiscal year 2027 annual financial statements and interim financial statements thereafter and may be applied prospectively to periods after the adoption date or retrospectively for all prior periods presented in the financial statements, with early adoption permitted. We plan to adopt the standard when it becomes effective for us beginning in our fiscal year 2027 annual financial statements, and we are currently evaluating the impact this guidance will have on the disclosures included in the Notes to the Consolidated Financial Statements.

Internal-Use Software Accounting and Disclosures

In September 2025, the FASB issued ASU 2025-06, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software.” The amendments remove all references to project stages in ASC 350-40, clarify the threshold entities apply to begin capitalizing costs and address challenges arising from the evolution of software development practices. The new guidance modernizes accounting for software developed using incremental and iterative methods, where the existing model provided limited direction on when capitalization should begin.
10

Index for Notes to the Condensed Consolidated Financial Statements
The ASU also specifies that the disclosures under ASC 360-10, “Property, Plant, and Equipment—Overall,” apply to capitalized software costs accounted for under ASC 350-40, regardless of how those costs are presented in the financial statements. The standard will become effective for our fiscal year 2028 annual financial statements and interim financial statements thereafter and may be applied prospectively to periods after the adoption date, retrospectively for all prior periods presented in the financial statements or using a modified retrospective transition approach with early adoption permitted. We are currently evaluating the impact this guidance will have on our Consolidated Financial Statements and related disclosures.

Note 2 – Business Combinations

Acquisition of Ka’ena Corporation

On March 9, 2023, we entered into a merger and unit purchase agreement (the “Merger and Unit Purchase Agreement”) for the acquisition of 100% of the outstanding equity of Ka’ena Corporation and its subsidiaries, including, among others, Mint Mobile LLC (collectively, “Ka’ena”), for a maximum purchase price of $1.35 billion to be paid out 39% in cash and 61% in shares of T-Mobile common stock (the “Ka’ena Acquisition”). On March 13, 2024, we entered into Amendment No. 1 to the Merger and Unit Purchase Agreement, which amended, among other things, certain mechanics of the payment of the purchase consideration for the Ka’ena Acquisition, which resulted in a nominal increase in the percentage of cash compared to shares of T-Mobile common stock to be paid out as part of the total purchase price.

Upon the completion of certain customary closing conditions, including the receipt of certain regulatory approvals, on May 1, 2024 (the “Ka’ena Acquisition Date”), we completed the Ka’ena Acquisition, and as a result, Ka’ena became a wholly owned subsidiary of T-Mobile. Concurrently, and as agreed upon through the Merger and Unit Purchase Agreement, T-Mobile and Ka’ena entered into certain separate transactions, including the effective settlement of the preexisting wholesale arrangement between T-Mobile and Ka’ena and agreements with certain of the sellers to provide services to T-Mobile during the post-acquisition period.

In accordance with the terms of the Merger and Unit Purchase Agreement, the total purchase price was variable, dependent upon specified performance indicators of Ka’ena, and consists of an upfront payment on the Ka’ena Acquisition Date and an earnout payable in the third quarter of 2026. On June 30, 2025, we amended the Merger and Unit Purchase Agreement to set the calculation of the earnout as the difference between the maximum purchase price of $1.35 billion and the upfront payment, as adjusted, and removed the requirement for Ka’ena to achieve specified performance indicators.

As of September 30, 2025, $239 million of liabilities for deferred consideration and $149 million of liabilities for post-acquisition services were presented within current liabilities on our Condensed Consolidated Balance Sheets, and as of December 31, 2024, $202 million of liabilities for deferred consideration and $80 million of liabilities for post-acquisition services were presented within long-term liabilities on our Condensed Consolidated Balance Sheets.

Fair Value of Assets Acquired and Liabilities Assumed

We accounted for the Ka’ena Acquisition as a business combination. The identifiable assets acquired and liabilities assumed from Ka’ena were recorded at their fair values as of the Ka’ena Acquisition Date and consolidated with those of T-Mobile. Assigning fair values to the assets acquired and liabilities assumed at the Ka’ena Acquisition Date required the use of judgment regarding estimates and assumptions. For the fair values of the assets acquired and liabilities assumed, we used the cost and income approaches.
11

Index for Notes to the Condensed Consolidated Financial Statements
The following table summarizes the assigned fair values for each class of assets acquired and liabilities assumed at the Ka’ena Acquisition Date, as adjusted during the measurement period, which closed on April 30, 2025, based on information identified after the Ka’ena Acquisition Date. We retained the services of certified valuation specialists to assist with assigning values to certain acquired assets.
(in millions)May 1, 2024
Cash and cash equivalents$24 
Accounts receivable34 
Inventory3 
Prepaid expenses5 
Other current assets10 
Property and equipment1 
Operating lease right-of-use assets2 
Goodwill777 
Other intangible assets740 
Other assets51 
Total assets acquired1,647 
Accounts payable and accrued liabilities42 
Deferred revenue297 
Short-term operating lease liabilities1 
Deferred tax liabilities83 
Operating lease liabilities2 
Other long-term liabilities81 
Total liabilities assumed506 
Total consideration transferred$1,141 

Intangible Assets

Goodwill with an assigned value of $777 million represents the excess of the consideration transferred over the fair values of assets acquired and liabilities assumed. The assigned goodwill recognized includes expected growth in customers and service revenues to be achieved from the operations of the combined company, the assembled workforce of Ka’ena and intangible assets that do not qualify for separate recognition. Of the total amount of assigned goodwill resulting from the Ka’ena Acquisition of $777 million, the amount deductible for tax purposes is $121 million. All of the goodwill acquired is allocated to the Wireless reporting unit.

Acquisition of UScellular Wireless Business

On May 24, 2024, we entered into a securities purchase agreement with United States Cellular Corporation (“UScellular”), Telephone and Data Systems, Inc., and USCC Wireless Holdings, LLC for the acquisition of substantially all of UScellular’s wireless operations and select AWS, PCS, 600 MHz, 700 MHz and other spectrum assets for an aggregate purchase price of approximately $4.4 billion, payable in cash and the assumption of up to $2.0 billion of debt through exchange offers to certain UScellular debtholders.

On May 23, 2025, we launched exchange offers (the “Exchange Offers”) for any and all of certain outstanding senior notes of UScellular for new notes of T-Mobile with the same interest rate, interest payment dates, maturity dates and redemption terms as each corresponding series of senior notes of UScellular. In conjunction with the Exchange Offers, we also solicited consents for each series of the outstanding senior notes of UScellular to effect a number of amendments to the applicable indenture under which each such series of notes were issued and are governed (the “Consent Solicitations”). The consummation of the Exchange Offers and Consent Solicitations were subject to the closing of the UScellular acquisition, which occurred on August 1, 2025.

On July 22, 2025, we entered into three separate asset purchase agreements for the acquisition of substantially all of the wireless operations assets (together with UScellular’s wireless operations and select spectrum assets, the “UScellular Wireless Business”) of each of Farmers Cellular Telephone Company, Inc., Iowa RSA No. 9 Limited Partnership and Iowa RSA No. 12 Limited Partnership (collectively, the “Iowa Entities”) for an aggregate purchase price of $175 million payable in cash. Prior to our acquisition of the Iowa Entities, UScellular held a minority interest in each of the Iowa Entities.

12

Index for Notes to the Condensed Consolidated Financial Statements
The UScellular Wireless Business offers a comprehensive range of wireless communications products and services. As a combined company, we expect to increase competition in the U.S. wireless and broadband industries, achieve synergies and enhance our rural 5G coverage with our combined network footprint. Following the closing of the transactions, UScellular and the Iowa Entities will retain ownership of their other spectrum licenses, as well as their towers.

On August 1, 2025, upon the completion of certain customary closing conditions, including the receipt of certain regulatory approvals (the “UScellular Acquisition Date”), we completed the acquisition of the UScellular Wireless Business (the “UScellular Acquisition”), and as a result, the UScellular Wireless Business became wholly owned by T-Mobile. In exchange, on the UScellular Acquisition Date, we transferred cash of $2.8 billion. Additionally, the closing of the UScellular Acquisition obligated us to execute the Exchange Offers. UScellular senior notes with an aggregate outstanding principal balance of $1.7 billion were subsequently exchanged for T-Mobile notes in the Exchange Offers. The obligation to execute the Exchange Offers was recorded as debt assumed in the UScellular Acquisition with an aggregate assigned fair value of $1.7 billion. On the UScellular Acquisition Date, UScellular changed its legal name to Array Digital Infrastructure, Inc.

On August 5, 2025, we issued debt with an aggregate principal balance of $1.7 billion in settlement of the Exchange Offers. The issued debt consisted of 6.700% Senior Notes due 2033 in an aggregate principal amount of $489 million, 6.250% Senior Notes due 2069 in an aggregate principal amount of $393 million, 5.500% Senior Notes due March 2070 in an aggregate principal amount of $401 million and 5.500% Senior Notes due June 2070 in an aggregate principal amount of $395 million. The notes rank equally with all other unsecured and unsubordinated indebtedness of T-Mobile USA.

On the UScellular Acquisition Date, we entered into a master license agreement to lease space on at least 2,100 towers being retained by UScellular and extended our tenancy term on approximately 600 additional towers where we are already leasing space from UScellular for 15 years post-closing. In addition, through the master license agreement, we leased space on approximately 1,800 additional UScellular towers on an interim basis for up to 30 months after the UScellular Acquisition Date. As a result of entering into the master license agreement, we recorded right-of use assets and lease liabilities of $1.0 billion each on the UScellular Acquisition Date, with a corresponding increase to both deferred tax liabilities and assets of $261 million. For towers where we were not leasing space prior to the UScellular Acquisition Date, the related balances have been included in the fair value of assets acquired and liabilities assumed.

The financial results of the UScellular Wireless Business from the UScellular Acquisition Date through September 30, 2025, were not material to our Condensed Consolidated Statements of Comprehensive Income, nor were they material to our prior period consolidated results on a pro forma basis. Transaction-related costs for the UScellular Acquisition did not have a material impact on our Condensed Consolidated Statements of Comprehensive Income.

Consideration Transferred

The acquisition-date fair value of consideration transferred in the UScellular Acquisition comprised of the following:
(in millions)August 1, 2025
Fair value of cash paid on the UScellular Acquisition Date$2,811 
Fair value of T-Mobile replacement equity awards attributable to pre-combination service44 
Total fair value of consideration exchanged$2,855 

The amount of cash paid on the UScellular Acquisition Date is subject to customary adjustments within a 120-day review period.

Fair Value of Assets Acquired and Liabilities Assumed

We have accounted for the UScellular Acquisition as a business combination. The identifiable assets acquired and liabilities assumed of the UScellular Wireless Business were recorded at their provisionally assigned fair values as of the UScellular Acquisition Date and consolidated with those of T-Mobile. Assigning fair values to the assets acquired and liabilities assumed at the UScellular Acquisition Date requires the use of judgment regarding estimates and assumptions. For the provisionally assigned fair values of the assets acquired and liabilities assumed, we used the cost, income and market approaches.

13

Index for Notes to the Condensed Consolidated Financial Statements
The following table summarizes the provisionally assigned fair values for each class of assets acquired and liabilities assumed at the UScellular Acquisition Date. We retained the services of certified valuation specialists to assist with assigning values to certain acquired assets and liabilities assumed. We are in the process of finalizing the valuation of the assets acquired and liabilities assumed. Therefore, the provisionally assigned fair values set forth below are subject to adjustment as additional information is obtained.

(in millions)August 1, 2025
Cash and cash equivalents$12 
Accounts receivable317 
Equipment installment plan receivables503 
Inventory130 
Prepaid expenses63 
Other current assets33 
Property and equipment1,430 
Operating lease right-of-use assets (1)
1,199 
Goodwill231 
Spectrum licenses1,730 
Other intangible assets397 
Equipment installment plan receivables due after one year388 
Deferred tax assets55 
Other assets126 
Total assets acquired6,614 
Accounts payable and accrued liabilities301 
Deferred revenue275 
Short-term operating lease liabilities (1)
179 
Other current liabilities114 
Long-term debt (2)
1,653 
Operating lease liabilities (1)
1,029 
Other long-term liabilities208 
Total liabilities assumed3,759 
Total consideration transferred$2,855 
(1)Includes $749 million, $51 million and $698 million of Operating lease right-of-use assets, Short-term operating lease liabilities and Operating lease liabilities, respectively, for towers associated with the UScellular master license agreement where we were not leasing tower space prior to the UScellular Acquisition Date.
(2)The obligation to execute the Exchange Offers was recorded as debt assumed in the UScellular Acquisition with an aggregate assigned fair value of $1.7 billion.

Intangible Assets

Goodwill was assigned to our Wireless segment and has a provisionally assigned value of $231 million, which represents the excess of the consideration transferred over the fair values of assets acquired and liabilities assumed. The provisionally assigned goodwill recognized includes synergies expected to be achieved from the operations of the combined company, the assembled workforce of UScellular and intangible assets that do not qualify for separate recognition. Of the total provisionally assigned amount of goodwill resulting from the UScellular Acquisition of $231 million, the preliminary amount deductible for tax purposes is $15 million. Expected synergies from the UScellular Acquisition include the cost savings from the planned integration of network infrastructure, facilities, personnel and systems.

Other intangible assets acquired include $379 million of customer relationships with an estimated weighted-average useful life of ten years and $18 million of tradenames with an estimated weighted-average useful life of one year. The customer relationships are amortized using the sum-of-the-years digits method over their estimated useful lives and the tradenames are amortized on a straight-line basis over their estimated useful lives. The preliminary fair value of customer relationships was estimated using the income approach. This fair value measurement is based on significant inputs not observable in the market, and, therefore, represents a Level 3 measurement as defined in ASC 820. The key assumptions in applying the income approach include revenue over an estimated period of time, the discount rate, forecasted expenses and contributory asset charges.

The preliminary fair value of Spectrum licenses of $1.7 billion was estimated using the market and income approach, specifically a Greenfield model. This fair value measurement is based on significant inputs not observable in the market and,
14

Index for Notes to the Condensed Consolidated Financial Statements
therefore, represents a Level 3 measurement as defined in ASC 820. The key assumptions in applying the income approach include the discount rate, estimated market share, estimated capital and operating expenditures, forecasted service revenue and a long-term growth rate for a hypothetical market participant that enters the wireless industry and builds a nationwide wireless network.

Acquired Receivables

The fair value of the assets acquired includes Accounts receivable of $317 million and equipment installment plan (“EIP”) receivables of $891 million. The unpaid principal balance under these contracts as of the UScellular Acquisition Date was $328 million and $1.1 billion, respectively. The difference between the fair value and the unpaid principal balance primarily represents discounting for market interest rates and amounts expected to be uncollectible.

Acquisition of Vistar Media Inc.

On December 20, 2024, we entered into an agreement and plan of merger for the acquisition of 100% of the outstanding capital stock of Vistar Media Inc. (“Vistar”), a provider of technology solutions for digital-out-of-home advertisements (the “Vistar Acquisition”).

Upon the completion of certain customary closing conditions, including the receipt of certain regulatory approvals, on February 3, 2025 (the “Vistar Acquisition Date”), we completed the Vistar Acquisition, and as a result, Vistar became a wholly owned subsidiary of T-Mobile. In exchange, we transferred cash of $621 million. A portion of the payment made on the Vistar Acquisition Date was for the settlement of preexisting relationships with Vistar and is excluded from the fair value of consideration transferred.

The financial results of Vistar from the Vistar Acquisition Date through September 30, 2025, were not material to our Condensed Consolidated Statements of Comprehensive Income, nor were they material to our prior period consolidated results on a pro forma basis. Costs related to the Vistar Acquisition were not material to our Condensed Consolidated Statements of Comprehensive Income.

Fair Value of Assets Acquired and Liabilities Assumed

We have accounted for the Vistar Acquisition as a business combination. The identifiable assets acquired and liabilities assumed from Vistar were recorded at their provisionally assigned fair values as of the Vistar Acquisition Date and consolidated with those of T-Mobile. Assigning fair values to the assets acquired and liabilities assumed at the Vistar Acquisition Date requires the use of judgment regarding estimates and assumptions. For the provisionally assigned fair values of the assets acquired and liabilities assumed, we used the cost and income approaches.

The following table summarizes the provisionally assigned fair values for each class of assets acquired and liabilities assumed at the Vistar Acquisition Date. We are in the process of finalizing the valuation of the assets acquired and liabilities assumed, including income tax-related amounts. Therefore, the provisionally assigned fair values set forth below are subject to adjustment as additional information is obtained.
(in millions)February 3, 2025
Cash and cash equivalents$42 
Accounts receivable157 
Prepaid expense and other current assets2 
Property and equipment1 
Operating lease right-of-use assets1 
Goodwill343 
Other intangible assets264 
Total assets acquired810 
Accounts payable and accrued liabilities129 
Deferred revenue1 
Deferred tax liabilities61 
Operating lease liabilities2 
Total liabilities assumed193 
Total consideration transferred$617 

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Index for Notes to the Condensed Consolidated Financial Statements
Intangible Assets

Goodwill with a provisionally assigned value of $343 million represents the excess of the consideration transferred over the fair values of assets acquired and liabilities assumed. The provisionally assigned goodwill recognized includes expected growth in service revenues to be achieved from the operations of the combined company, the assembled workforce of Vistar and intangible assets that do not qualify for separate recognition.

Other intangible assets acquired include $201 million of customer relationships with an estimated weighted-average useful life of ten years, $8 million of tradenames with an estimated weighted-average useful life of four years and $55 million of other intangible assets with an estimated weighted-average useful life of four years. The customer relationships are amortized using the sum-of-the-years digits method over their estimated useful lives and the tradenames are amortized on a straight-line basis over their estimated useful lives.

The preliminary fair value of customer relationships was estimated using the income approach. This fair value measurement is based on significant inputs not observable in the market, and, therefore, represents a Level 3 measurement as defined in ASC 820. The key assumptions in applying the income approach include revenue over an estimated period of time, the discount rate, forecasted expenses and contributory asset charges.

Acquisition of Blis Holdco Limited

On February 18, 2025, we entered into a share purchase agreement for the acquisition of 100% of the outstanding capital stock of Blis Holdco Limited (“Blis”), a provider of advertising solutions (the “Blis Acquisition”).

Upon the completion of certain customary closing conditions, including the receipt of certain regulatory approvals, on March 3, 2025 (the “Blis Acquisition Date”), we completed the Blis Acquisition, and as a result, Blis became a wholly owned subsidiary of T-Mobile. In exchange, we transferred cash of $180 million. A portion of the payment made on the Blis Acquisition Date was for the settlement of preexisting relationships with Blis and is excluded from the fair value of consideration transferred.

The financial results of Blis from the Blis Acquisition Date through September 30, 2025, were not material to our Condensed Consolidated Statements of Comprehensive Income, nor were they material to our prior period consolidated results on a pro forma basis. Costs related to the Blis Acquisition were not material to our Condensed Consolidated Statements of Comprehensive Income.

We have accounted for the Blis Acquisition as a business combination. The fair value of consideration transferred as of the Blis Acquisition Date totaled $174 million. The identifiable assets acquired and liabilities assumed from Blis were recorded at their provisionally assigned fair values as of the Blis Acquisition Date and consolidated with those of T-Mobile. The provisionally assigned fair values of total assets acquired, including goodwill, and total liabilities assumed at the Blis Acquisition Date were $264 million and $90 million, respectively. Goodwill with a provisionally assigned value of $105 million represents the excess of the consideration transferred over the fair values of assets acquired and liabilities assumed.

We are in the process of finalizing the valuation of the assets acquired and liabilities assumed. Therefore, the provisionally assigned fair values above are subject to adjustment as additional information is obtained.

Note 3 – Joint Ventures

Lumos Joint Venture

On April 24, 2024, we entered into a definitive agreement with a fund operated by EQT, EQT Infrastructure VI (“Fund VI”), to establish a joint venture between us and Fund VI to acquire Lumos (“Lumos”), a fiber-to-the-home platform, from EQT’s predecessor fund, EQT Infrastructure III.

On April 1, 2025, we completed the joint acquisition of Lumos upon the completion of certain customary closing conditions, including the receipt of certain regulatory approvals. During the three months ended June 30, 2025, we invested $932 million to acquire a 50% equity interest in the joint venture and 97,000 fiber customers. For the customers acquired, we recognized an intangible asset amortized using the sum-of-the-years digits method over a weighted-average useful life of nine years. Following the joint acquisition, Lumos transitioned to a wholesale model where we are the anchor tenant owning residential and small business customer relationships. The funds invested by us will be used by the joint venture to fund future fiber builds. In addition, pursuant to the definitive agreement, we expect to make an additional capital contribution of approximately $500 million between 2027 and 2028 under the existing business plan.
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Index for Notes to the Condensed Consolidated Financial Statements
Metronet Joint Venture

On July 18, 2024, we entered into a definitive agreement with KKR & Co. Inc. to establish a joint venture to acquire Metronet Holdings, LLC and certain of its affiliates (collectively, “Metronet”), a fiber-to-the-home platform.

On July 24, 2025, we completed the joint acquisition of Metronet upon the completion of certain customary closing conditions, including the receipt of certain regulatory approvals. During the three months ended September 30, 2025, we invested $4.6 billion to acquire a 50% equity interest in the joint venture and 713,000 fiber customers. For the customers acquired, we recognized an intangible asset amortized using the sum-of-the-years digits method over a weighted-average useful life of ten years. Following the joint acquisition, Metronet became a wholesale services provider, and its residential fiber retail operations and customers transitioned to us. We do not anticipate making further capital contributions under the existing business plan.

Method of Accounting

We account for the Lumos and Metronet joint ventures under the equity method of accounting with our proportionate share of earnings presented within Other (expense) income, net on our Condensed Consolidated Statements of Comprehensive Income. We recognize revenues for fiber customers and the related wholesale costs paid to the joint ventures for network access within Postpaid revenues and Cost of services, respectively, on our Condensed Consolidated Statements of Comprehensive Income.

Note 4 – Receivables and Related Allowance for Credit Losses

We maintain an allowance for credit losses by applying an expected credit loss model. Each period, management assesses the appropriateness of the level of allowance for credit losses by considering credit risk inherent within each portfolio segment as of the end of the period.

We consider a receivable past due when a customer has not paid us by the contractually specified payment due date. Account balances are written off against the allowance for credit losses if collection efforts are unsuccessful and the receivable balance is deemed uncollectible (customer default), based on factors such as customer credit ratings, as well as the length of time the amounts are past due.

Our portfolio of receivables is comprised of two portfolio segments: accounts receivable and EIP receivables.

Accounts Receivable Portfolio Segment

Accounts receivable balances are predominately comprised of amounts currently due from customers (e.g., for wireless communications services), device insurance administrators, wholesale partners, other carriers and third-party retail channels.

We estimate credit losses associated with our accounts receivable portfolio segment using an expected credit loss model, which utilizes an aging schedule methodology based on historical information and is adjusted for asset-specific considerations, current economic conditions and reasonable and supportable forecasts.

Our approach considers a number of factors, including our overall historical credit losses and payment experience, as well as current collection trends, such as write-off frequency and severity. We also consider other qualitative factors such as current and forecasted macroeconomic conditions.

We consider the need to adjust our estimate of credit losses for reasonable and supportable forecasts of future macroeconomic conditions. To do so, we monitor external forecasts of changes in real U.S. gross domestic product and forecasts of consumer credit behavior for comparable credit exposures.

EIP Receivables Portfolio Segment

Based upon customer credit profiles at the time of customer origination, as well as subsequent credit performance, we designate the EIP receivables segment into two customer classes of “Prime” and “Subprime.” Prime customer receivables are those with lower credit risk, and Subprime customer receivables are those with higher credit risk. Customers may be required to make a down payment on their equipment purchases if their assessed credit risk exceeds established underwriting thresholds. In addition, certain customers within the Subprime category may be required to pay a deposit.
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Index for Notes to the Condensed Consolidated Financial Statements
To determine a customer’s credit profile and assist in determining their credit class, we use a proprietary credit scoring model that measures the credit quality of a customer leveraging several factors, such as credit bureau information and consumer credit risk scores, as well as service and device plan characteristics.

Installment loans acquired in the UScellular Acquisition are included in EIP receivables and generally have an initial term of 36 months. We applied our proprietary credit scoring model to the customers acquired in the UScellular Acquisition with an outstanding EIP receivable balance. Based on tenure, consumer credit risk score and credit profile, these acquired customers were classified into our customer classes of Prime or Subprime. Our proprietary credit scoring model is applied to all EIP arrangements originated after the UScellular Acquisition Date.

For EIP receivables acquired in the UScellular Acquisition, the difference between the fair value and unpaid principal balance of the loan at the acquisition date is accreted to interest income over the contractual life of the loan using the effective interest method. EIP receivables had a combined weighted-average effective interest rate of 10.5% and 11.1% as of September 30, 2025, and December 31, 2024, respectively.

The following table summarizes the EIP receivables, including imputed discounts and related allowance for credit losses:
(in millions)September 30,
2025
December 31,
2024
EIP receivables, gross $7,747 $7,402 
Unamortized imputed discount(490)(524)
EIP receivables, net of unamortized imputed discount7,257 6,878 
Allowance for credit losses(342)(290)
EIP receivables, net of allowance for credit losses and imputed discount (1)
$6,915 $6,588 
Classified on our condensed consolidated balance sheets as:
Equipment installment plan receivables, net of allowance for credit losses and imputed discount$4,599 $4,379 
Equipment installment plan receivables due after one year, net of allowance for credit losses and imputed discount2,316 2,209 
EIP receivables, net of allowance for credit losses and imputed discount$6,915 $6,588 
(1)Through the UScellular Acquisition, we acquired EIP receivables with a fair value of $891 million as of August 1, 2025. As they were recorded at fair value, an imputed discount was not recognized on the acquired receivables.

Many of our loss estimation techniques rely on delinquency-based models categorized by customer credit class; therefore, delinquency is an important indicator of credit quality in the establishment of our allowance for credit losses for EIP receivables. We manage our EIP receivables portfolio segment using delinquency and customer credit class as key credit quality indicators.

The following table presents the amortized cost of our EIP receivables, including EIP receivables acquired through the UScellular Acquisition, by delinquency status, customer credit class and year of origination as of September 30, 2025:
Originated in 2025Originated in 2024Originated prior to 2024Total EIP Receivables, Net of
Unamortized Imputed Discount
(in millions)PrimeSubprimePrimeSubprimePrimeSubprimePrimeSubprimeTotal
Current - 30 days past due$3,439 $788 $2,111 $476 $258 $34 $5,808 $1,298 $7,106 
31 - 60 days past due16 21 10 14 1 1 27 36 63 
61 - 90 days past due7 14 9 11 2 1 18 26 44 
More than 90 days past due9 12 8 12 1 2 18 26 44 
EIP receivables, net of unamortized imputed discount$3,471 $835 $2,138 $513 $262 $38 $5,871 $1,386 $7,257 

We estimate credit losses on our EIP receivables segment by applying an expected credit loss model, which relies on historical loss data adjusted for current conditions to calculate default probabilities or an estimate for the frequency of customer default. Our assessment of default probabilities or frequency includes receivables delinquency status, historical loss experience, how long the receivables have been outstanding and customer credit ratings, as well as customer tenure. We multiply these estimated default probabilities by our estimated loss given default, which is the estimated amount of default or the severity of loss.

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Index for Notes to the Condensed Consolidated Financial Statements
As we do for our accounts receivable portfolio segment, we consider the need to adjust our estimate of credit losses on EIP receivables for reasonable and supportable forecasts of economic conditions through monitoring external forecasts and periodic internal statistical analyses.

The following table presents write-offs of our EIP receivables by year of origination for the nine months ended September 30, 2025:
(in millions)Originated in 2025Originated in 2024Originated prior to 2024Total
Write-offs$117 $299 $56 $472 

Activity for the nine months ended September 30, 2025 and 2024, in the allowance for credit losses and unamortized imputed discount balances for the accounts receivable and EIP receivables segments were as follows:
September 30, 2025September 30, 2024
(in millions)Accounts Receivable AllowanceEIP Receivables AllowanceTotalAccounts Receivable AllowanceEIP Receivables AllowanceTotal
Allowance for credit losses and imputed discount, beginning of period$176 $814 $990 $161 $773 $934 
Bad debt expense478 447 925 409 427 836 
Write-offs(458)(472)(930)(408)(427)(835)
Allowance for credit losses for acquired credit deteriorated receivables10 78 88    
Change in imputed discount on short-term and long-term EIP receivablesN/A100 100 N/A87 87 
Impact on the imputed discount from sales of EIP receivablesN/A(135)(135)N/A(155)(155)
Allowance for credit losses and imputed discount, end of period$206 $832 $1,038 $162 $705 $867 

Off-Balance-Sheet Credit Exposures

We do not have material off-balance-sheet credit exposures as of September 30, 2025. In connection with the sales of certain service accounts receivable and EIP receivables pursuant to the sale arrangements, we provide guarantees of credit performance included on our Condensed Consolidated Balance Sheets measured at fair value that are based on a discounted cash flow model using Level 3 inputs, including estimated customer default rates and credit worthiness, dilutions and recoveries. See Note 5 – Sales of Certain Receivables for further information.

Note 5 – Sales of Certain Receivables

We regularly enter into transactions to sell certain service accounts receivable and EIP receivables. The transactions, including our continuing involvement with the sold receivables and the respective impacts to our condensed consolidated financial statements, are described below.

Sales of EIP Receivables

Overview of the Transaction

In 2015, we entered into an arrangement to sell certain EIP receivables on a revolving basis (the “EIP Sale Arrangement”), which has been revised and extended from time to time. As of both September 30, 2025, and December 31, 2024, the EIP Sale Arrangement provided funding of $1.3 billion.

In connection with this EIP Sale Arrangement, we formed a wholly owned subsidiary, which qualifies as a bankruptcy remote entity (the “EIP BRE”). We consolidate the EIP BRE under the VIE model.

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Index for Notes to the Condensed Consolidated Financial Statements
The following table summarizes the carrying amounts and classification of liabilities, which consist of the recourse guarantee, included on our Condensed Consolidated Balance Sheets with respect to the EIP BRE:
(in millions)September 30,
2025
December 31,
2024
Other current liabilities97 81 
Other long-term liabilities14 32 

Sales of Service Accounts Receivable

Overview of the Transaction

In 2014, we entered into an arrangement to sell certain service accounts receivable on a revolving basis (the “Service Receivable Sale Arrangement”). On February 25, 2025, we extended the scheduled expiration date of the Service Receivable Sale Arrangement to February 24, 2026. As of both September 30, 2025, and December 31, 2024, the Service Receivable Sale Arrangement provided funding of $775 million.

In connection with the Service Receivable Sale Arrangement, we formed a wholly owned subsidiary, which qualifies as a bankruptcy remote entity, to sell service accounts receivable (the “Service BRE”). We consolidate the Service BRE under the VIE model.

The following table summarizes the carrying amounts and classification of liabilities included on our Condensed Consolidated Balance Sheets with respect to the Service BRE:
(in millions)September 30,
2025
December 31,
2024
Other current liabilities288 328 

Sales of Receivables

On October 22, 2024, we executed an amendment to the EIP Sale Arrangement and an amendment to the Service Receivable Sale Arrangement (together, the “Pledge Amendments”). Prior to the effective date of the Pledge Amendments, the credit enhancement feature of each of the EIP Sale Arrangement and the Service Receivable Sale Arrangement was in the form of a deferred purchase price. Pursuant to the Pledge Amendments, effective on November 1, 2024, the credit enhancement feature of each arrangement is replaced by a recourse guarantee liability, which is collateralized by pledged but unsold receivables.

For the three and nine months ended September 30, 2025, all cash proceeds associated with sold receivables are recognized within Net cash provided by operating activities on our Condensed Consolidated Statements of Cash Flows. For the three and nine months ended September 30, 2024, cash proceeds related to beneficial interests in securitization transactions in the form of the deferred purchase price were presented within Net cash used in investing activities on our Condensed Consolidated Statements of Cash Flows.

The recourse guarantee represents a financial instrument that is primarily tied to the creditworthiness of our customers. At inception, we elected to measure the recourse guarantee liabilities at fair value with changes in fair value included in Selling, general and administrative expenses on our Condensed Consolidated Statements of Comprehensive Income. The fair value of the recourse guarantee liabilities is determined based on a discounted cash flow model which primarily uses Level 3 inputs, including estimated customer default rates and credit worthiness, dilutions and recoveries. Our recourse guarantee liabilities related to the sales of service receivables and EIP receivables were $137 million and $148 million as of September 30, 2025, and December 31, 2024, respectively. These liabilities were collateralized by $523 million and $286 million of gross service receivables and $535 million and $505 million of gross EIP receivables pledged, but unsold as of September 30, 2025, and December 31, 2024, respectively, which represent our maximum exposure under the recourse guarantee.

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Index for Notes to the Condensed Consolidated Financial Statements
The following table summarizes the impact of the sales of certain service receivables and EIP receivables on our Condensed Consolidated Balance Sheets:
(in millions)September 30,
2025
December 31,
2024
Derecognized net service accounts receivable and EIP receivables$1,663 $1,616 
Other current liabilities385 409 
of which, recourse guarantee123 116 
Other long-term liabilities14 32 
of which, recourse guarantee14 32 
Net cash proceeds since inception1,394 1,468 
Of which:
Change in net cash proceeds during the year-to-date period(74)(115)
Net cash proceeds funded by reinvested collections1,468 1,583 

We recognized losses from sales of receivables, including changes in fair value of the recourse guarantee liabilities and deferred purchase price assets, of $17 million and $23 million for the three months ended September 30, 2025 and 2024, respectively, and $58 million and $69 million for the nine months ended September 30, 2025 and 2024, respectively, in Selling, general and administrative expenses on our Condensed Consolidated Statements of Comprehensive Income.

Continuing Involvement

Pursuant to the EIP Sale Arrangement and Service Receivable Sale Arrangement described above, we have continuing involvement with the service accounts receivables and EIP receivables we sell, as we service the receivables, are required to replace certain receivables, including ineligible receivables, aged receivables and receivables where a write-off is imminent, and may be responsible for absorbing credit losses through performance under our recourse guarantee liabilities. We continue to service the customers and their related receivables, including facilitating customer payment collection, in exchange for a monthly servicing fee. As the receivables are sold on a revolving basis, the customer payment collections on sold receivables may be reinvested in new receivable sales. At the direction of the purchasers of the sold receivables, we apply the same policies and procedures while servicing the sold receivables as we apply to our owned receivables, and we continue to maintain normal relationships with our customers.

Note 6 – Property and Equipment

The components of property and equipment, excluding amounts transferred to held for sale, were as follows:
(in millions)Useful LivesSeptember 30,
2025
December 31,
2024
Land$100 $69 
Buildings and equipment
Up to 30 years
4,652 4,377 
Wireless communications systems
Up to 20 years
68,770 65,778 
Leasehold improvements
Up to 10 years
2,704 2,588 
Capitalized software
Up to 8 years
21,041 18,566 
Leased wireless devices
Up to 16 months
42 145 
Construction in progressN/A3,402 3,377 
Accumulated depreciation and amortization(61,993)(56,367)
Property and equipment, net$38,718 $38,533 

Total depreciation expense relating to property and equipment and financing lease right-of-use assets was $3.2 billion and $2.9 billion for the three months ended September 30, 2025 and 2024, respectively, and $9.1 billion and $9.2 billion for the nine months ended September 30, 2025 and 2024, respectively.

We capitalize interest associated with the acquisition or construction of certain property and equipment and spectrum intangible assets. We recognized capitalized interest of $13 million and $9 million for the three months ended September 30, 2025 and 2024, respectively, and $33 million and $26 million for the nine months ended September 30, 2025 and 2024, respectively.

Asset retirement obligations are primarily for certain legal obligations to remediate leased property on which our network infrastructure and administrative assets are located.

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Index for Notes to the Condensed Consolidated Financial Statements
Activity in our asset retirement obligations for the nine months ended September 30, 2025, was as follows:
(in millions)Asset Retirement Obligations
Asset retirement obligations, beginning of year$1,535 
Fair value of liabilities acquired from the UScellular Acquisition165 
Liabilities incurred18 
Liabilities settled(40)
Accretion expense52 
Asset retirement obligations, end of period$1,730 
Classified on the condensed consolidated balance sheets as:
Other current liabilities$117 
Other long-term liabilities1,613 

The corresponding assets, net of accumulated depreciation, related to asset retirement obligations were $565 million and $423 million as of September 30, 2025 and December 31, 2024, respectively.

Billing System Impairment

In connection with our accelerated digital transformation initiatives, including streamlining our billing technology, we evaluated our billing system architecture strategy and concluded components of our billing system replacement plan and associated development will no longer serve our future needs. As a result, we recorded a non-cash impairment of $278 million related to capitalized software development costs during the three and nine months ended September 30, 2025, within Impairment expense on our Condensed Consolidated Statements of Comprehensive Income.

Note 7 – Goodwill, Spectrum License Transactions and Other Intangible Assets

Goodwill

The changes in the carrying amount of goodwill for the nine months ended September 30, 2025, are as follows:
(in millions)Goodwill
Balance as of December 31, 2024, net of accumulated impairment losses of $10,984
$13,005 
Adjustment to goodwill from the Ka’ena Acquisition6 
Provisionally assigned goodwill from acquisitions in 2025679 
Balance as of September 30, 2025, net of accumulated impairment losses of $10,984
$13,690 

Spectrum Licenses

The following table summarizes our spectrum license activity for the nine months ended September 30, 2025:
(in millions)Spectrum
Spectrum licenses, beginning of year$100,558 
Spectrum license acquisitions1,134 
Spectrum licenses acquired from the UScellular Acquisition1,730 
Spectrum licenses transferred to held for sale(5,674)
Costs to clear spectrum1 
Spectrum licenses, end of period$97,749 

Cash payments to acquire spectrum licenses and payments for costs to clear spectrum are included in Purchases of spectrum licenses and other intangible assets, including deposits. Cash proceeds from the sale of spectrum licenses are included in Proceeds from the sale of property, equipment and intangible assets on our Condensed Consolidated Statements of Cash Flows.
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Index for Notes to the Condensed Consolidated Financial Statements
License Purchase Agreements

Channel 51 License Co LLC and LB License Co, LLC

On August 8, 2022, we, Channel 51 License Co LLC and LB License Co, LLC (together with Channel 51 License Co LLC, the “Sellers”) entered into License Purchase Agreements pursuant to which we will acquire spectrum in the 600 MHz band from the Sellers in exchange for total cash consideration of $3.5 billion.

On March 30, 2023, we and the Sellers entered into Amended and Restated License Purchase Agreements pursuant to which we and the Sellers agreed to separate the transaction into two tranches of licenses, with the closings on the acquisitions of certain licenses in Chicago, Dallas and New Orleans being deferred in order to potentially expedite the regulatory approval process for the remainder of the licenses. Subsequently, on August 25, 2023, we and the Sellers entered into Amendments No. 1 to the Amended and Restated License Purchase Agreements, which deferred the closings of certain additional licenses in Chicago and Dallas into the second closing tranche. Together, the licenses with closings deferred into the second closing tranche represent $1.1 billion of the aggregate $3.5 billion cash consideration. The licenses being acquired by us, and the total consideration being paid for the licenses, remain the same under the original License Purchase Agreements and subsequent amendments.

The Federal Communications Commission (the “FCC”) approved the purchase of the first tranche on December 29, 2023. The first tranche closed on June 24, 2024, and the associated payment of $2.4 billion was made on August 5, 2024.

The FCC approved the purchase of the Dallas licenses included in the second tranche on October 22, 2024. The purchase of the Dallas licenses closed on December 6, 2024, and the associated payment of $541 million was made on the same day.

The FCC approved the remaining Chicago and New Orleans deferred licenses from the second tranche on April 15, 2025. The purchase of the remaining licenses closed on June 2, 2025, and the associated payment of $604 million was made on the same day.

Comcast Corporation

On September 12, 2023, we entered into a license purchase agreement (the “Comcast License Purchase Agreement”) with Comcast Corporation and its affiliate, Comcast OTR1, LLC (together with Comcast Corporation, “Comcast”), pursuant to which we will acquire spectrum in the 600 MHz band from Comcast (the “Comcast Licenses”) in exchange for total cash consideration of between $1.2 billion and $3.3 billion, subject to an application for FCC approval. The licenses will be acquired without any associated networks.

The final purchase price will be determined, in the aggregate and on a per license basis, based on the set of Comcast Licenses at the time the parties make required transfer filings with the FCC. Prior to the time of such filings, Comcast has the right to remove any or all of a certain specified subset of the Comcast Licenses, totaling $2.1 billion (the “Optional Sale Licenses”), from the Comcast License Purchase Agreement. The removal of any Optional Sale Licenses would reduce the final purchase price by the assigned value of each such license, from the maximum purchase price of $3.3 billion.

The Comcast Licenses are subject to an exclusive leasing arrangement between us and Comcast, which was entered into contemporaneously with the Comcast License Purchase Agreement. If Comcast elects to remove an Optional Sale License from the Comcast License Purchase Agreement, the associated lease for such Optional Sale License will terminate, but no sooner than two years from the date of the Comcast License Purchase Agreement (with us having a minimum period of time after any such termination to cease transmitting on such license’s associated spectrum).

On January 13, 2025, we and Comcast entered into an amendment to the Comcast License Purchase Agreement pursuant to which we will acquire additional spectrum. Subsequent to the amendment, the total cash consideration for the transaction is between $1.2 billion and $3.4 billion.

As a result of additional spectrum acquisitions we are planning with third parties, we have agreed with Comcast to accelerate the consummation of our acquisition of approximately $45 million of the Comcast Licenses. We anticipate our acquisition of this accelerated portion of the Comcast Licenses to close in the first half 2026, with the remaining spectrum license acquisitions expected to close in the first half of 2028.

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Index for Notes to the Condensed Consolidated Financial Statements
N77 License Co LLC

On September 10, 2024, we entered into a License Purchase Agreement with N77 License Co LLC (“Buyer”), pursuant to which Buyer had the option to purchase all or a portion of our remaining 3.45 GHz spectrum licenses in exchange for a range of cash consideration, with the specific licenses sold to be determined based upon the amount of committed financing raised by Buyer. Following receipt of the required regulatory approvals, on April 30, 2025, we completed the sale of a portion of our 3.45 GHz spectrum licenses for $2.0 billion. During the nine months ended September 30, 2025, we recognized an associated gain of $151 million as a reduction to Selling, general and administrative expenses on our Condensed Consolidated Statements of Comprehensive Income.

Grain Management, LLC

On May 30, 2025, we entered into a License and Unit Purchase Agreement with NEWLEVEL IV, L.P. and NEWLEVEL, LLC, both of which are affiliates of Grain Management, LLC (“Grain”), pursuant to which we will sell our 800 MHz spectrum licenses in exchange for cash consideration of $2.9 billion and the receipt of Grain’s 600 MHz spectrum licenses, which we are currently utilizing under lease agreements with Grain. In addition, we may receive a share of certain future proceeds from transactions entered into by Grain that monetize the 800 MHz spectrum licenses, subject to certain terms and conditions and following a certain return on invested capital for Grain. As of September 30, 2025, $3.6 billion of the associated 800 MHz spectrum licenses have been classified as held for sale at cost, with $2.9 billion and $690 million presented in Other current assets and Other assets, respectively, on our Condensed Consolidated Balance Sheets based on the nature of consideration to be received. The transaction is subject to customary closing conditions and contingent on the receipt of regulatory approvals, including the FCC’s approval regarding certain modifications to the 800 MHz spectrum licenses, and is currently expected to close in the fourth quarter of 2025 or first quarter of 2026. We do not expect the transaction to have a material impact on our Condensed Consolidated Statements of Comprehensive Income upon the transaction close. In addition, we expect an increase to our cash income tax liability of approximately $850 million upon the transaction close.

Spectrum Exchange Transactions

During the nine months ended September 30, 2025, we recognized $173 million, and during the three and nine months ended September 30, 2024, we recognized $26 million and $165 million, respectively, of non-cash spectrum license acquisitions associated with the closing of certain spectrum exchange transactions. There were no non-cash spectrum license acquisitions during the three months ended September 30, 2025.

During the nine months ended September 30, 2025, we recognized $13 million, and during the three and nine months ended September 30, 2024, we recognized $10 million and $57 million, respectively, of gains associated with the closing of certain spectrum exchange transactions as a reduction to Selling, general and administrative expenses on our Condensed Consolidated Statements of Comprehensive Income. There were no gains or losses associated with spectrum exchange transactions during the three months ended September 30, 2025.

As of September 30, 2025, $243 million of spectrum licenses were classified as held for sale within Other assets on our Condensed Consolidated Balance Sheets related to additional spectrum exchange agreements pending regulatory approval and closing, which are expected to close in the next 12 months. The closings of these transactions are not expected to have a significant impact on our Condensed Consolidated Statements of Comprehensive Income.

Other Intangible Assets

The components of Other intangible assets were as follows:
Useful LivesSeptember 30, 2025December 31, 2024
(in millions)Gross AmountAccumulated AmortizationNet AmountGross AmountAccumulated AmortizationNet Amount
Customer relationships (1)
Up to 10 years
$7,597 $(4,650)$2,947 $5,427 $(4,123)$1,304 
Reacquired rights
Up to 9 years
770 (393)377 770 (323)447 
Tradenames and patents (1)
Up to 19 years
418 (179)239 338 (157)181 
Favorable spectrum leases
Up to 27 years
567 (177)390 620 (169)451 
Other (1)
Up to 10 years
557 (393)164 478 (349)129 
Other intangible assets$9,909 $(5,792)$4,117 $7,633 $(5,121)$2,512 
(1)Includes intangible assets acquired through our acquisitions. See Note 2 - Business Combinations and Note 3 - Joint Ventures for more information.
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Index for Notes to the Condensed Consolidated Financial Statements
Amortization expense for intangible assets subject to amortization was $260 million and $221 million for the three months ended September 30, 2025 and 2024, respectively, and $688 million and $637 million for the nine months ended September 30, 2025 and 2024, respectively.

The estimated aggregate future amortization expense for intangible assets subject to amortization is summarized below:
(in millions)Estimated Future Amortization
Twelve Months Ending September 30,
2026$1,046 
2027820 
2028617 
2029470 
2030302 
Thereafter862 
Total$4,117 

Note 8 – Fair Value Measurements

The carrying values of Cash and cash equivalents, Accounts receivable and Accounts payable and accrued liabilities approximate fair value due to the short-term maturities of these instruments. The carrying values of EIP receivables approximate fair value as the receivables are recorded at their present value using an imputed interest rate.

Derivative Financial Instruments

We use derivatives to manage exposure to market risk, such as exposure to fluctuations in foreign currency exchange rates and interest rates. We designate certain derivatives as hedging instruments in a qualifying hedge accounting relationship to mitigate fluctuations in values or cash flows related to such risks caused by foreign currency or interest rate volatility. We do not use derivatives for trading or speculative purposes.

Cash flows associated with qualifying hedge derivative instruments are presented in the same category on our Condensed Consolidated Statements of Cash Flows as the item being hedged. For fair value hedges, other than foreign currency hedges, the change in the fair value of the derivative instruments is recognized in earnings through the same income statement line item as the change in the fair value of the hedged item. For cash flow hedges, as well as fair value foreign currency hedges, the change in the fair value of the derivative instruments is reported in Accumulated other comprehensive loss and recognized in earnings when the hedged item is recognized in earnings, again, through the same income statement line item.

We record derivatives on our Condensed Consolidated Balance Sheets at fair value that is derived primarily from observable market data, including exchange rates, interest rates and forward curves. These market inputs are utilized in the discounted cash flow calculation considering the instrument's term, notional amount, discount rate and credit risk. Significant inputs to derivative valuations are generally observable in active markets and, as such, are classified as Level 2 in the fair value hierarchy.

Cross-Currency Swaps

We enter into cross-currency swaps to offset changes in the value of our payments on foreign-denominated debt in USD and to mitigate the impact of foreign currency transaction gains and losses.

We have entered into cross-currency swap agreements, with the same notional amounts as our EUR-denominated debt issuances, to effectively convert €4.8 billion to USD borrowings, with the same maturities as our EUR-denominated debt issuances. The swaps qualify and have been designated as fair value hedges of our EUR-denominated debt, mitigating our exposure to foreign currency transaction gains and losses.

Accordingly, all changes in the fair value of the swaps will be initially recorded through Accumulated other comprehensive loss on our Condensed Consolidated Balance Sheets and reclassified to earnings in an amount that exactly offsets the periodic transaction gain or loss on remeasuring the debt, such that there will be no earnings volatility due to changes in foreign-currency exchange rates. Transaction gains or losses on remeasuring the EUR-denominated debt, as well as the offsetting swap
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Index for Notes to the Condensed Consolidated Financial Statements
amounts, are recorded within Other (expense) income, net on our Condensed Consolidated Statements of Comprehensive Income.

Changes in the fair value of the swaps may be different from the current period transaction gain or loss on remeasurement of the debt, in which case the difference will remain in Accumulated other comprehensive loss on our Condensed Consolidated Balance Sheets. These differences generally represent credit or liquidity risk, referred to as a basis spread, and the time value of money (“excluded components”). The value of the excluded components is recognized in earnings using a systematic and rational method by accruing the current-period swap settlements into Interest expense, net, on our Condensed Consolidated Statements of Comprehensive Income. If an amount remains in Accumulated other comprehensive loss on our Condensed Consolidated Balance Sheets upon settlement of the derivative, those amounts will be reclassified to earnings at that time.

The following table summarizes the activity of our cross-currency swaps:
Three Months Ended September 30,Nine Months Ended September 30,
(in millions)2025202420252024
Other (expense) income, net
Pre-tax transaction gain (loss) on remeasurement of EUR-denominated debt$25 $(84)$(654)$(77)
Amount recognized in Other (expense) income, net reclassified from Accumulated other comprehensive loss
(25)84 654 77 
Accumulated other comprehensive loss
Amount recognized in Accumulated other comprehensive loss reclassified to Other (expense) income, net
$25 $(84)$(654)$(77)
(Loss) gain associated with the change in fair value of cross-currency swaps recognized in Accumulated other comprehensive loss
(52)68 439 21 

Interest Rate Lock Derivatives

In April 2020, we terminated our interest rate lock derivatives entered into in October 2018. Aggregate changes in the fair value of our terminated interest rate lock derivatives, net of amortization, of $820 million and $960 million are presented in Accumulated other comprehensive loss on our Condensed Consolidated Balance Sheets as of September 30, 2025, and December 31, 2024, respectively.

During the three months ended September 30, 2025 and 2024, we amortized $64 million and $59 million, respectively, and during the nine months ended September 30, 2025 and 2024, we amortized $189 million and $175 million, respectively, from Accumulated other comprehensive loss into Interest expense, net, on our Condensed Consolidated Statements of Comprehensive Income. We expect to amortize $269 million of the Accumulated other comprehensive loss associated with the derivatives into Interest expense, net, over the 12 months ending September 30, 2026.

Debt

The fair values of our Senior Notes and spectrum-backed Senior Secured Notes to third parties were determined based on quoted market prices in active markets. Accordingly, our Senior Notes and spectrum-backed Senior Secured Notes to third parties were classified as Level 1 within the fair value hierarchy. The fair value of our Senior Notes to affiliates was determined based on the fair value of the Senior Notes to third parties with similar terms and maturities. Accordingly, our Senior Notes to affiliates were classified as Level 2 within the fair value hierarchy. The fair values of our Senior Notes to third parties (EUR-denominated) and asset-backed notes (“ABS Notes”) were primarily based on quoted prices in inactive markets for identical instruments and observable changes in market interest rates, both of which are Level 2 inputs. Accordingly, our Senior Notes to third parties (EUR-denominated) and ABS Notes were classified as Level 2 within the fair value hierarchy. The fair value of our ECA Facility due March 2036 (as defined below) was determined based on a discounted cash flow approach using market interest rates of instruments with similar maturities and credit risk. Accordingly, our ECA Facility due March 2036 was classified as Level 2 within the fair value hierarchy.

Although we have determined the estimated fair values using available market information and commonly accepted valuation methodologies, judgment was required in interpreting market data to develop fair value estimates for the Senior Notes to third parties (EUR-denominated), Senior Notes to affiliates, ABS Notes and ECA Facility due March 2036. The fair value estimates were based on information available as of September 30, 2025, and December 31, 2024. As such, our estimates are not necessarily indicative of the amount we could realize in a current market exchange.

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Index for Notes to the Condensed Consolidated Financial Statements
The carrying amounts and fair values of our short-term and long-term debt, excluding accrued interest, included on our Condensed Consolidated Balance Sheets were as follows:
(in millions)Level within the Fair Value HierarchySeptember 30, 2025December 31, 2024
Carrying AmountFair ValueCarrying AmountFair Value
Liabilities:
Senior Notes to third parties1$73,336 $69,340 $71,783 $65,631 
Senior Notes to third parties (EUR-denominated)25,543 5,512 2,058 2,125 
Senior Notes to affiliates21,498 1,503 1,497 1,491 
Senior Secured Notes to third parties1940 926 1,361 1,330 
ABS Notes to third parties21,994 2,016 1,566 1,570 
ECA Facility to third parties2885 918   

Note 9 – Debt

The following table sets forth the debt balances and activity as of, and for the nine months ended, September 30, 2025:
(in millions)December 31,
2024
Proceeds from Issuances and Borrowings (1)
Note Redemptions (1)
Repayments
Reclassifications (1)
Other (2)
September 30,
2025
Short-term debt$4,068 $ $(3,000)$(1,064)$6,348 $(19)$6,333 
Long-term debt72,700 8,266 (499) (6,348)2,246 76,365 
Total debt to third parties76,768 8,266 (3,499)(1,064) 2,227 82,698 
Long-term debt to affiliates1,497     1 1,498 
Total debt$78,265 $8,266 $(3,499)$(1,064)$ $2,228 $84,196 
(1)Issuances and borrowings, note redemptions and reclassifications are recorded net of accrued or paid issuance costs and discounts.
(2)Other includes the amortization of premiums, discounts, debt issuance costs and consent fees, the impact from changes in foreign currency exchange rates and $1.7 billion of notes issued in settlement of the Exchange Offers. See Note 2 – Business Combinations for further information regarding the Exchange Offers.

Our effective interest rate, excluding the impact of derivatives and capitalized interest, was 4.2% and 4.0% on weighted-average debt outstanding of $83.2 billion and $78.1 billion for the three months ended September 30, 2025 and 2024, respectively, and 4.1% on weighted-average debt outstanding of $82.1 billion and $78.1 billion for the nine months ended September 30, 2025 and 2024, respectively. The weighted-average debt outstanding was calculated by applying an average of the monthly ending balances of total short-term and long-term debt to third parties and short-term and long-term debt to affiliates, net of unamortized premiums, discounts, debt issuance costs and consent fees.
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Index for Notes to the Condensed Consolidated Financial Statements
Issuances and Borrowings

During the nine months ended September 30, 2025, we issued and borrowed the following debt:
(in millions)Principal Issuances
Discounts/Premiums and Issuance Costs, Net
Net Proceeds from Issuance of Long-Term DebtIssue Date
3.150% Senior Notes due 2032 (EUR-denominated)
$1,036 $(5)$1,031 February 11, 2025
3.500% Senior Notes due 2037 (EUR-denominated)
1,036 (8)1,028 February 11, 2025
3.800% Senior Notes due 2045 (EUR-denominated)
777 (7)770 February 11, 2025
5.125% Senior Notes due 2032
1,250 (7)1,243 March 27, 2025
5.300% Senior Notes due 2035
1,000 (7)993 March 27, 2025
5.875% Senior Notes due 2055
1,250 (15)1,235 March 27, 2025
6.700% Senior Notes due 2033 (1)
489 56  August 5, 2025
6.250% Senior Notes due 2069 (1)
393 3  August 5, 2025
5.500% Senior Notes due March 2070 (1)
401 (42) August 5, 2025
5.500% Senior Notes due June 2070 (1)
395 (42) August 5, 2025
Total of Senior Notes issued8,027 (74)6,300 
4.740% Class A Senior ABS Notes due 2029
500 (2)498 February 27, 2025
4.340% Class A Senior ABS Notes due 2030
500 (2)498 August 6, 2025
Total of ABS Notes issued1,000 (4)996 
4.927% ECA Facility due March 2036
1,000 (30)970 March 17, 2025
Total of credit facility borrowed1,000 (30)970 
Total Issuances and Borrowings$10,027 $(108)$8,266 
(1)In connection with the closing of the UScellular Acquisition, we became obligated to execute the Exchange Offers of certain senior notes of UScellular pursuant to which T-Mobile notes with an aggregate outstanding principal balance of $1.7 billion were issued with the same interest rate, interest payment dates, maturity dates and redemption terms as each corresponding series of senior notes of UScellular. See Note 2 – Business Combinations for further information regarding the UScellular Acquisition.

Subsequent to September 30, 2025, on October 9, 2025, we issued $800 million of 4.625% Senior Notes due 2033, $1.0 billion of 4.950% Senior Notes due 2035 and $1.0 billion of 5.700% Senior Notes due 2056.

Note Redemptions and Repayments

During the nine months ended September 30, 2025, we made the following redemptions and repayments:
(in millions)Principal Amount
Write-off of Issuance Cost and Consent Fees (1)
Redemption or Repayment DateRedemption Price
3.500% Senior Notes due 2025
$3,000 $ April 15, 2025N/A
5.375% Senior Notes due 2027
500 1 September 1, 2025100 %
Total Redemptions$3,500 $1 
4.738% Secured Series 2018-1 A-1 Notes due 2025
$131 $ January 13, 2025N/A
ECA Facility due March 203687  VariousN/A
5.152% Series 2018-1 A-2 Notes due 2028
276  VariousN/A
4.910% Class A Senior ABS Notes due 2025
570  VariousN/A
Total Repayments$1,064 $ 
(1)Write-off of issuance costs and consent fees are included in Other (expense) income, net on our Condensed Consolidated Statements of Comprehensive Income. Write-off of issuance costs and consent fees are included in Other, net within Net cash provided by operating activities on our Condensed Consolidated Statements of Cash Flows.

Subsequent to September 30, 2025, on October 2, 2025, we delivered notice of redemption on $1.5 billion aggregate principal amount of our 7.625% Senior Notes due 2026. We will redeem the notes at par on November 1, 2025.

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Index for Notes to the Condensed Consolidated Financial Statements
Asset-backed Notes

On February 27, 2025, we issued $500 million of 4.740% Class A Senior ABS Notes, and on August 6, 2025, we issued $500 million of 4.340% Class A Senior ABS Notes, each to third parties in a private placement transaction. Net proceeds from these ABS Notes are presented in Proceeds from issuance of long-term debt, net on our Condensed Consolidated Statements of Cash Flows for the three and nine months ended September 30, 2025.

As of September 30, 2025, $2.0 billion of our ABS Notes were secured in total by $2.6 billion of gross EIP receivables and future collections on such receivables. Our ABS Notes and the assets securing this debt are included on our Condensed Consolidated Balance Sheets.

The expected maturities of our ABS Notes as of September 30, 2025, were as follows:
(in millions)Expected Maturities
2026$594 
20271,050 
2028356 
Total$2,000 

Variable Interest Entities

In connection with our ABS Notes issuances, we formed a wholly owned subsidiary, which qualifies as a bankruptcy remote entity (the “ABS BRE”), and a trust (the “ABS Trust” and together with the ABS BRE, the “ABS Entities”), in which the ABS BRE holds a residual interest. Each of the ABS Entities meet the definition of a VIE for which we have determined that we are the primary beneficiary, as we have the power to direct the activities of the ABS Entities that most significantly impact their performance. Accordingly, we include the balances and results of operations of the ABS Entities on our condensed consolidated financial statements.

The following table summarizes the carrying amounts and classification of assets and liabilities included on our Condensed Consolidated Balance Sheets with respect to the ABS Entities:
(in millions)September 30,
2025
December 31,
2024
Assets
Equipment installment plan receivables, net$1,810 $1,472 
Equipment installment plan receivables due after one year, net595 352 
Other current assets227 151 
Liabilities
Accounts payable and accrued liabilities$3 $2 
Short-term debt364 570 
Long-term debt1,629 996 

See Note 4 – Receivables and Related Allowance for Credit Losses for additional information on the EIP receivables used to secure the ABS Notes.

Restricted Cash

Certain provisions of our debt agreements require us to maintain specified cash collateral balances. Amounts associated with these balances are considered to be restricted cash. See Note 17 – Additional Financial Information for our reconciliation of Cash and cash equivalents, including restricted cash.

ECA Facilities

On January 31, 2025, our wholly owned subsidiary, T-Mobile USA, Inc., entered into a credit agreement with certain financial institutions, backed by an Export Credit Agency (an “ECA Facility”), providing for a loan of up to $1.0 billion to finance network equipment-related purchases (the “ECA Facility due March 2036”). The obligations under this ECA Facility are also guaranteed by us and by all of our wholly owned domestic restricted subsidiaries (subject to customary exceptions). On March 17, 2025, we drew down the full $1.0 billion available under the ECA Facility due March 2036 and recognized the net proceeds within Proceeds from issuance of long-term debt, net on our Condensed Consolidated Statements of Cash Flows. Borrowings
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Index for Notes to the Condensed Consolidated Financial Statements
under this ECA Facility are amortized semi-annually in equal installments up to the maturity date of March 15, 2036. Interest is based on the Secured Overnight Financing Rate for the interest period plus an applicable margin.

On August 29, 2025, our wholly owned subsidiary, T-Mobile USA, Inc., entered into an ECA Facility, providing for a loan of up to $1.0 billion to finance network equipment-related purchases (the “ECA Facility due November 2036”). The obligations under this ECA Facility are also guaranteed by us and by all of our wholly owned domestic restricted subsidiaries (subject to customary exceptions). Any amounts drawn under this ECA Facility through the availability period, which terminates December 31, 2025, will mature on November 30, 2036. As of September 30, 2025, the ECA Facility due November 2036 is undrawn.

Note 10 – Tower Obligations

Existing CCI Tower Lease Arrangements

In 2012, we conveyed to Crown Castle International Corp. (“CCI”) the exclusive right to manage and operate approximately 6,200 tower sites (“CCI Lease Sites”) via a master prepaid lease with site lease terms ranging from 23 to 37 years. CCI has fixed-price purchase options for the CCI Lease Sites totaling approximately $2.0 billion, exercisable annually on a per-tranche basis at the end of the lease term during the period from December 31, 2035, through December 31, 2049. If CCI exercises its purchase option for any tranche, it must purchase all the towers in the tranche. We lease back a portion of the space at certain tower sites.

Assets and liabilities associated with the operation of the tower sites were transferred to special purpose entities (“SPEs”). Assets included ground lease agreements or deeds for the land on which the towers are situated, the towers themselves and existing subleasing agreements with other mobile network operator tenants that lease space at the tower sites. Liabilities included the obligation to pay ground lease rentals, property taxes and other executory costs.

We determined the SPEs containing the CCI Lease Sites (“Lease Site SPEs”) are VIEs as they lack sufficient equity to finance their activities. We have a variable interest in the Lease Site SPEs but are not the primary beneficiary as we lack the power to direct the activities that most significantly impact the Lease Site SPEs’ economic performance. These activities include managing tenants and underlying ground leases, performing repair and maintenance on the towers, the obligation to absorb expected losses and the right to receive the expected future residual returns from the purchase option to acquire the CCI Lease Sites. As we determined that we are not the primary beneficiary and do not have a controlling financial interest in the Lease Site SPEs, the Lease Site SPEs are not included on our condensed consolidated financial statements.

However, we also considered if this arrangement resulted in the sale of the CCI Lease Sites for which we would derecognize the tower assets. By assessing whether control had transferred, we concluded that transfer of control criteria, as discussed in the revenue standard, were not met. Accordingly, we recorded this arrangement as a financing whereby we recorded debt, a financial obligation, and the CCI Lease Sites tower assets remained on our Condensed Consolidated Balance Sheets. We recorded long-term financial obligations in the amount of the net proceeds received and recognize interest on the tower obligations. The tower obligations are increased by interest expense and amortized through contractual leaseback payments made by us to CCI and through net cash flows generated and retained by CCI from the operation of the tower sites.

Acquired CCI Tower Lease Arrangements

Prior to our merger (the “Sprint Merger”) with Sprint Corporation (“Sprint”), Sprint entered into a lease-out and leaseback arrangement with Global Signal Inc., a third party that was subsequently acquired by CCI, that conveyed to CCI the exclusive right to manage and operate approximately 6,400 tower sites (“Master Lease Sites”) via a master prepaid lease. These agreements were assumed upon the close of the Sprint Merger, at which point the remaining term of the lease-out was approximately 17 years with no renewal options. CCI has a fixed price purchase option for all (but not less than all) of the leased or subleased sites for approximately $2.3 billion, exercisable one year prior to the expiration of the agreement and ending 120 days prior to the expiration of the agreement. We lease back a portion of the space at certain tower sites.

We considered if this arrangement resulted in the sale of the Master Lease Sites for which we would derecognize the tower assets. By assessing whether control had transferred, we concluded that transfer of control criteria, as discussed in the revenue standard, were not met. Accordingly, we recorded this arrangement as a financing whereby we recorded debt, a financial obligation, and the Master Lease Sites tower assets remained on our Condensed Consolidated Balance Sheets.

We recognize interest expense on the tower obligations. The tower obligations are increased by the interest expense and amortized through contractual leaseback payments made by us to CCI. The tower assets are reported in Property and
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Index for Notes to the Condensed Consolidated Financial Statements
equipment, net on our Condensed Consolidated Balance Sheets and are depreciated to their estimated residual values over the expected useful life of the towers, which is 20 years.

Leaseback Arrangement

On January 3, 2022, we entered into an agreement (the “Crown Agreement”) with CCI. The Crown Agreement extends the current term of the leasebacks by up to 12 years and modifies the leaseback payments for both the Existing CCI Tower Lease Arrangements and the Acquired CCI Tower Lease Arrangements. As a result of the Crown Agreement, there was an increase in our financing obligation as of the effective date of the Crown Agreement of approximately $1.2 billion, with a corresponding decrease to Other long-term liabilities associated with unfavorable contract terms. The modification resulted in a revised interest rate under the effective interest method for the tower obligations: 11.6% for the Existing CCI Tower Lease Arrangements and 5.3% for the Acquired CCI Tower Lease Arrangements. There were no changes made to either of our master prepaid leases with CCI.

The following table summarizes the balances associated with both of the tower arrangements on our Condensed Consolidated Balance Sheets:
(in millions)September 30,
2025
December 31,
2024
Property and equipment, net$1,959 $2,069 
Tower obligations3,568 3,664 
Other long-term liabilities554 554 

Future minimum payments related to the tower obligations are approximately $387 million for the 12-month period ending September 30, 2026, $804 million in total for both of the 12-month periods ending September 30, 2027 and 2028, $855 million in total for both of the 12-month periods ending September 30, 2029 and 2030, and $3.4 billion in total thereafter.

We are contingently liable for future ground lease payments through the remaining term of the CCI Lease Sites and the Master Lease Sites. These contingent obligations are not included in Operating lease liabilities, as any amount due is contractually owed by CCI based on the subleasing arrangement. Under the arrangement, we remain primarily liable for ground lease payments on approximately 900 sites and have included lease liabilities of $244 million in our Operating lease liabilities as of September 30, 2025.

Note 11 – Revenue from Contracts with Customers

Disaggregation of Revenue

We provide wireless communications services to three primary categories of customers:

Postpaid customers generally include customers who are qualified to pay after receiving wireless communications services utilizing phones, 5G broadband, fiber, mobile internet devices (including tablets and hotspots), wearables, DIGITS and other connected devices (including SyncUP and IoT);
Prepaid customers generally include customers who pay for wireless communications services in advance; and
Wholesale customers include Machine-to-Machine and Mobile Virtual Network Operator customers that operate on our network but are managed by wholesale partners.

Postpaid service revenues, including postpaid phone revenues and postpaid other revenues, were as follows:
Three Months Ended September 30,Nine Months Ended September 30,
(in millions)2025202420252024
Postpaid service revenues
Postpaid phone revenues$12,645 $11,600 $36,497 $34,055 
Postpaid other revenues2,237 1,708 6,057 4,783 
Total postpaid service revenues$14,882 $13,308 $42,554 $38,838 

The balances presented in each revenue line item on our Condensed Consolidated Statements of Comprehensive Income represent categories of revenue from contracts with customers disaggregated by type of product and service. Postpaid and prepaid service revenues also include revenues earned for providing premium services to customers, such as device insurance
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Index for Notes to the Condensed Consolidated Financial Statements
services. Revenue generated from the lease of mobile communication devices is included in Equipment revenues on our Condensed Consolidated Statements of Comprehensive Income.

Contract Balances

The contract asset and contract liability balances from contracts with customers as of September 30, 2025, and December 31, 2024, were as follows:
(in millions)Contract
Assets
Contract
Liabilities
Balance as of December 31, 2024$720 $1,219 
Balance as of September 30, 20251,030 1,622 
Change$310 $403 

Contract assets primarily represent revenue recognized for equipment sales with promotional bill credits offered to customers that are paid over time and are contingent on the customer maintaining a service contract.

The change in the contract asset balance reflects customer activity related to new promotions, offset by billings on existing contracts and impairment, which is recognized as bad debt expense. The current portion of our contract assets of $752 million and $492 million as of September 30, 2025, and December 31, 2024, respectively, was included in Other current assets on our Condensed Consolidated Balance Sheets.

Contract liabilities are recorded when fees are collected, or we have an unconditional right to consideration (a receivable) in advance of delivery of goods or services. Changes in contract liabilities are primarily related to the activity of prepaid customers, including customers acquired through the Ka’ena Acquisition, as well as contract liabilities assumed in the UScellular Acquisition. Contract liabilities are primarily included in Deferred revenue on our Condensed Consolidated Balance Sheets.

Revenues for the three and nine months ended September 30, 2025 and 2024, include the following:
Three Months Ended September 30,Nine Months Ended September 30,
(in millions)2025202420252024
Amounts included in the beginning of year contract liability balance$77 $27 $1,127 $758 

Remaining Performance Obligations

As of September 30, 2025, the aggregate amount of the transaction price allocated to remaining service performance obligations for postpaid contracts with subsidized devices and promotional bill credits that result in an extended service contract is $2.2 billion. We expect to recognize revenue as the service is provided on these postpaid contracts, generally over a period of 24 months from the time of origination.

Information about remaining performance obligations that are part of a contract that has an original expected duration of one year or less has been excluded from the above, which primarily consists of monthly service contracts.

Certain of our wholesale, roaming and service contracts include variable consideration based on usage and performance. This variable consideration has been excluded from the disclosure of remaining performance obligations. As of September 30, 2025, the aggregate amount of the contractual minimum consideration for wholesale, roaming and service contracts is $158 million, $1.1 billion and $2.8 billion for the remainder of 2025, 2026 and 2027 and beyond, respectively. These contracts have a remaining duration ranging from less than one year to six years.

Contract Costs

The balance of deferred incremental costs to obtain contracts with customers was $2.0 billion for both September 30, 2025, and December 31, 2024, and is included in Other assets on our Condensed Consolidated Balance Sheets. Deferred contract costs incurred to obtain postpaid service contracts are amortized over a period of 24 months. The amortization period is monitored to reflect any significant change in assumptions. Amortization of deferred contract costs included in Selling, general and administrative expenses on our Condensed Consolidated Statements of Comprehensive Income were $474 million and $490 million for the three months ended September 30, 2025 and 2024, respectively, and $1.4 billion and $1.5 billion for the nine months ended September 30, 2025 and 2024, respectively.
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Index for Notes to the Condensed Consolidated Financial Statements
The deferred contract cost asset is assessed for impairment on a periodic basis. There were no impairment losses recognized on deferred contract cost assets for the three and nine months ended September 30, 2025 and 2024.

Note 12 – Segment Reporting

We manage our business activities on a consolidated basis and operate as a single operating segment: Wireless. We primarily derive our revenue in the United States by providing wireless communications services to customers using our wireless networks and selling devices that provide customers access to our wireless networks. The accounting policies of the Wireless segment are the same as those described in Part II, Item 8, Note 1 – Summary of Significant Accounting Policies of our Annual Report on Form 10-K for the year ended December 31, 2024.

Our chief operating decision maker (“CODM”) is our President and Chief Executive Officer, G. Michael Sievert. The CODM uses Net income, as reported on our Condensed Consolidated Statements of Comprehensive Income, in evaluating performance of the Wireless segment and determining how to allocate resources of the Company as a whole, including investing in our networks and customers, stockholder return programs and acquisition strategy. The CODM does not review assets in evaluating the results of the Wireless segment, and therefore, such information is not presented.

The following table provides the operating financial results of our Wireless segment:
Three Months Ended September 30,Nine Months Ended September 30,
(in millions)2025202420252024
Total revenues$21,957 $20,162 $63,975 $59,528 
Less: Significant and other segment expenses
Cost of equipment sales4,853 4,307 14,310 12,794 
Employee expenses 2,210 1,779 6,021 5,187 
Lease expense1,340 1,270 3,805 3,795 
Advertising expense906 754 2,582 2,143 
Bad debt expense337 299 925 836 
Other segment items (1)
4,095 3,806 11,759 11,579 
Impairment expense278  278  
Depreciation and amortization3,408 3,151 9,752 9,770 
Interest expense, net924 836 2,762 2,570 
Other expense (income), net78 (7)135 (19)
Income tax expense814 908 2,757 2,515 
Segment net income$2,714 $3,059 $8,889 $8,358 
(1)Other segment items included in Segment net income primarily includes certain third-party commissions, external labor and services and backhaul expenses.

Note 13 – Stockholder Return Program

2025 Stockholder Return Program

On December 13, 2024, we announced that our Board of Directors authorized our 2025 Stockholder Return Program of up to $14.0 billion that will run through December 31, 2025 (the “2025 Stockholder Return Program”). The 2025 Stockholder Return Program consists of repurchases of shares of our common stock and the payment of cash dividends. The amount available under the 2025 Stockholder Return Program for share repurchases will be reduced by the amount of any cash dividends declared and paid by us.

On November 21, 2024, our Board of Directors declared a cash dividend of $0.88 per share on our issued and outstanding common stock, which was paid on March 13, 2025, to stockholders of record as of the close of business on February 28, 2025.

On February 6, 2025, our Board of Directors declared a cash dividend of $0.88 per share on our issued and outstanding common stock, which was paid on June 12, 2025, to stockholders of record as of the close of business on May 30, 2025.

On June 5, 2025, our Board of Directors declared a cash dividend of $0.88 per share on our issued and outstanding common stock, which was paid on September 11, 2025, to stockholders of record as of the close of business on August 29, 2025.

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Index for Notes to the Condensed Consolidated Financial Statements
On September 18, 2025, our Board of Directors declared a cash dividend of $1.02 per share on our issued and outstanding common stock, which will be paid on December 11, 2025, to stockholders of record as of the close of business on November 26, 2025.

During the three and nine months ended September 30, 2025, we paid an aggregate of $987 million and $3.0 billion, respectively, in cash dividends to our stockholders, which were presented within Net cash (used in) provided by financing activities on our Condensed Consolidated Statements of Cash Flows, of which during the three and nine months ended September 30, 2025, $514 million and $1.6 billion, respectively, were paid to Deutsche Telekom AG (“DT”). As of September 30, 2025, $1.1 billion for dividends payable is presented within Other current liabilities on our Condensed Consolidated Balance Sheets, of which $595 million is payable to DT.

During the three months ended September 30, 2025, we repurchased 10,204,072 shares of our common stock at an average price per share of $242.01 for a total purchase price of $2.5 billion, and during the nine months ended September 30, 2025, we repurchased 30,444,090 shares of our common stock at an average price per share of $243.36 for a total purchase price of $7.4 billion, under the 2025 Stockholder Return Program. All shares repurchased during the three and nine months ended September 30, 2025, were purchased at market price. As of September 30, 2025, we had up to $3.6 billion remaining under the 2025 Stockholder Return Program for repurchases of shares and quarterly dividends through December 31, 2025.

Note 14 – Earnings Per Share

The computation of basic and diluted earnings per share was as follows:
Three Months Ended September 30,Nine Months Ended September 30,
(in millions, except shares and per share amounts)2025202420252024
Net income$2,714 $3,059 $8,889 $8,358 
Weighted-average shares outstanding – basic (1)
1,123,754,096 1,166,961,755 1,133,743,367 1,174,069,336 
Effect of dilutive securities:
Outstanding stock options and unvested stock awards (1)
2,873,612 3,687,806 3,177,154 3,567,809 
Weighted-average shares outstanding – diluted1,126,627,708 1,170,649,561 1,136,920,521 1,177,637,145 
Earnings per share – basic$2.42 $2.62 $7.84 $7.12 
Earnings per share – diluted$2.41 $2.61 $7.82 $7.10 
Potentially dilutive securities:
Outstanding stock options and unvested stock awards2,630,711 8,596 1,588,901 45,610 
Ka’ena Acquisition earnout (2)
 1,228,008  685,713 
(1)     For three and nine months ended September 30, 2025, the weighted-average number of shares issuable related to the Ka’ena Acquisition earnout (“Ka’ena Shares”) are included in our calculations of basic and diluted weighted-average shares outstanding based on the 20 trading day volume-weighted average price as of September 30, 2025, as further described below.
(2)     Represents the Ka’ena Shares that were contingently issuable based on achievement of specified performance indicators from the Ka’ena Acquisition closing date of May 1, 2024, based on the maximum number of shares contingently issuable for the earnout and 20 trading day volume-weighted average price as of September 30, 2024.

As of September 30, 2025, we had authorized 100 million shares of preferred stock, with a par value of $0.00001 per share. There was no preferred stock outstanding as of September 30, 2025 and 2024. Potentially dilutive securities were not included in the computation of diluted earnings per share if to do so would have been anti-dilutive.

The Ka’ena Shares were previously contingent consideration for the Ka’ena Acquisition. On June 30, 2025, we amended the Merger and Unit Purchase Agreement to set the calculation of the earnout as the difference between the maximum purchase price of $1.35 billion and the upfront payment, as adjusted, and removed the requirement for Ka’ena to achieve specified performance indicators. The Ka’ena Shares issuable are included in the calculation of basic and diluted weighted-average shares outstanding for the three and nine months ended September 30, 2025. The Ka’ena Shares are expected to be issued after the Ka’ena Acquisition earnout payment date.

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Note 15 – Leases

Lessee

We are a lessee for non-cancelable operating and financing leases for cell sites, switch sites, retail stores, network equipment and office facilities with contractual terms that generally extend through 2040. The majority of cell site leases have a non-cancelable term of five to 15 years with several renewal options that can extend the lease term for five to 50 years. In addition, we have financing leases for network equipment that generally have a non-cancelable lease term of three to five years. The financing leases do not have renewal options and contain a bargain purchase option at the end of the lease.

The components of lease expense were as follows:
Three Months Ended September 30,Nine Months Ended September 30,
(in millions)2025202420252024
Operating lease expense$1,263 $1,203 $3,636 $3,580 
Financing lease expense:
Amortization of right-of-use assets203 198 596 588 
Interest on lease liabilities31 33 96 83 
Total financing lease expense234 231 692 671 
Variable lease expense77 67 169 215 
Total lease expense$1,574 $1,501 $4,497 $4,466 

As of September 30, 2025, the weighted-average remaining lease term and discount rate for operating leases were 8 years and 4.5%, respectively.

Maturities of lease liabilities as of September 30, 2025, were as follows:
(in millions)Operating LeasesFinance Leases
Twelve Months Ending September 30,
2026$4,813 $1,223 
20274,759 816 
20284,393 370 
20294,072 26 
20303,731 4 
Thereafter14,703 8 
Total lease payments36,471 2,447 
Less: imputed interest(6,142)(104)
Total$30,329 $2,343 

Interest payments for financing leases were $31 million and $30 million for the three months ended September 30, 2025 and 2024, respectively, and $96 million and $79 million for the nine months ended September 30, 2025 and 2024, respectively.

As of September 30, 2025, we have additional operating leases for commercial properties that have not yet commenced with future lease payments of approximately $56 million.

As of September 30, 2025, we were contingently liable for future ground lease payments related to certain tower obligations. These contingent obligations are not included in the above table as the amounts owed are contractually owed by CCI based on the subleasing arrangement. See Note 10 – Tower Obligations for further information.

On the UScellular Acquisition Date, we entered into a master license agreement to lease space on at least 2,100 towers being retained by UScellular and extended our tenancy term on approximately 600 additional towers where we are already leasing space from UScellular for 15 years post-closing. In addition, through the master license agreement, we leased space on approximately 1,800 additional UScellular towers on an interim basis for up to 30 months after the UScellular Acquisition Date. As a result of entering into the master license agreement, we recorded right-of use assets and lease liabilities of $1.0 billion each on the UScellular Acquisition Date, with a corresponding increase to both deferred tax liabilities and assets of $261 million.

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Note 16 – Commitments and Contingencies

Purchase Commitments

We have commitments for non-dedicated transportation lines with varying expiration terms that generally extend through 2038. In addition, we have commitments to purchase wireless devices, network services, equipment, software, marketing sponsorship agreements and other items in the ordinary course of business, with various terms through 2045.

The following table summarizes the timing of such purchase commitments as of September 30, 2025:
(in millions)Less Than 1 Year1 - 3 Years3 - 5 YearsMore Than 5 YearsTotal
Purchase commitments (1)
$4,936 $5,703 $2,393 $2,773 $15,805 
(1)     These amounts are not reflective of our entire anticipated purchases under the related agreements but are determined based on the non-cancelable quantities or termination amounts to which we are contractually obligated.

On April 24, 2024, we entered into a definitive agreement with a fund operated by EQT, Fund VI, to establish a joint venture between us and Fund VI to acquire Lumos, a fiber-to-the-home platform, from EQT’s predecessor fund, EQT Infrastructure III.

On April 1, 2025, we completed the joint acquisition of Lumos. Pursuant to the definitive agreement, we expect to make an additional capital contribution of approximately $500 million between 2027 and 2028 under the existing business plan. The additional capital contribution is excluded from our reported purchase commitments above. See Note 3 – Joint Ventures for additional details.

Sprint Merger Commitments

In connection with the regulatory proceedings and approvals of the Sprint Merger pursuant to the Business Combination Agreement with Sprint and the other parties named therein (as amended, the “Business Combination Agreement”) and the other transactions contemplated by the Business Combination Agreement, we have commitments and other obligations to various state and federal agencies and certain nongovernmental organizations, including pursuant to the Consent Decree agreed to by us, DT, Sprint, SoftBank Group Corp. (“SoftBank”) and DISH Network Corporation and entered by the U.S. District Court for the District of Columbia, and the FCC’s memorandum opinion and order approving our applications for approval of the Sprint Merger. These commitments and obligations include, among other things, extensive 5G network build-out commitments, obligations to deliver high-speed wireless services to the vast majority of Americans, including Americans residing in rural areas, and the marketing of an in-home broadband product where spectrum capacity is available. Other commitments relate to national security, pricing, service, employment and support of diversity initiatives. Many of the commitments specify time frames for compliance and reporting. Failure to fulfill our obligations and commitments in a timely manner could result in substantial fines, penalties, or other legal and administrative actions.

Contingencies and Litigation

Litigation and Regulatory Matters

We are involved in various lawsuits and disputes, claims, government agency investigations and enforcement actions, and other proceedings (“Litigation and Regulatory Matters”) that arise in the ordinary course of business, which include claims of patent infringement (most of which are asserted by non-practicing entities primarily seeking monetary damages), class actions, and proceedings to enforce FCC or other government agency rules and regulations. Those Litigation and Regulatory Matters are at various stages, and some of them may proceed to trial, arbitration, hearing, or other adjudication that could result in fines, penalties, or awards of monetary or injunctive relief in the coming 12 months if they are not otherwise resolved. We have established an accrual with respect to certain of these matters, where appropriate. The accruals are reflected on our condensed consolidated financial statements, but they are not considered to be, individually or in the aggregate, material. An accrual is established when we believe it is both probable that a loss has been incurred and an amount can be reasonably estimated. For other matters, where we have not determined that a loss is probable or because the amount of loss cannot be reasonably estimated, we have not recorded an accrual due to various factors typical in contested proceedings, including, but not limited to, uncertainty concerning legal theories and their resolution by courts or regulators, uncertain damage theories and demands, and a less than fully developed factual record. For Litigation and Regulatory Matters that may result in a contingent gain, we recognize such gains on our condensed consolidated financial statements when the gain is realized or realizable. We recognize legal costs expected to be incurred in connection with Litigation and Regulatory Matters as they are incurred. Except as otherwise specified below, we do not expect that the ultimate resolution of these Litigation and Regulatory Matters, individually or in the aggregate, will have a material adverse effect on our financial position, but we note that an unfavorable outcome of
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Index for Notes to the Condensed Consolidated Financial Statements
some or all of the specific matters identified below, or other matters that we are or may become involved in could have a material adverse impact on results of operations or cash flows for a particular period. This assessment is based on our current understanding of relevant facts and circumstances. As such, our view of these matters is subject to inherent uncertainties and may change in the future.

On February 28, 2020, T-Mobile and Sprint each received a Notice of Apparent Liability for Forfeiture and Admonishment from the FCC, which proposed a penalty for allegedly violating section 222 of the Communications Act and the FCC’s regulations governing the privacy of customer information. On April 29, 2024, the FCC issued Forfeiture Orders against T-Mobile and Sprint that largely adopted the allegations and conclusions of the Notices of Apparent Liability and imposed penalties on T-Mobile and Sprint. T-Mobile and Sprint paid those penalties under protest, and on June 27, 2024, T-Mobile and Sprint filed Petitions for Review challenging the FCC’s Forfeiture Orders in the United States Court of Appeals for the District of Columbia. On August 15, 2025, a panel of three judges denied the petitions for review. On September 22, 2025, T-Mobile and Sprint filed a petition for rehearing and rehearing en banc. We are unable to predict the potential outcome of those proceedings.

On April 1, 2020, in connection with the closing of the Sprint Merger, we assumed the contingencies and litigation matters of Sprint. Those matters include a wide variety of disputes, claims, government agency investigations and enforcement actions, and other proceedings. These matters include, among other things, certain ongoing FCC and state government agency investigations into Sprint’s Lifeline program. In September 2019, Sprint notified the FCC that it had claimed monthly subsidies for serving subscribers, even though these subscribers may not have met usage requirements under Sprint's usage policy for the Lifeline program, due to an inadvertent coding issue in the system used to identify qualifying subscriber usage that occurred in July 2017 while the system was being updated. Sprint has made a number of payments to reimburse the federal government and certain states for excess subsidy payments.

We note that, pursuant to Amendment No. 2, dated as of February 20, 2020, to the Business Combination Agreement, dated as of April 29, 2018, by and among the Company, Sprint and the other parties named therein, SoftBank agreed to indemnify us against certain specified matters and losses, including those relating to the Lifeline matters described above. Resolution of these matters could require us to make additional reimbursements and pay additional fines and penalties, which we do not expect to have a significant impact on our financial results. We expect that any additional liabilities related to these indemnified matters would be indemnified and reimbursed by SoftBank. On October 1, 2025, the pledge agreement entered into on December 26, 2023 substantially concurrently with the issuance to SoftBank of the T-Mobile common stock representing the true-up shares, as described in and pursuant to the terms of the Letter Agreement, dated February 20, 2020, by and between SoftBank, Deutsche Telekom AG and us, was terminated in accordance with the satisfaction of all active corresponding indemnification obligations.

On June 1, 2021, a putative shareholder class action and derivative lawsuit was filed in the Delaware Court of Chancery, Dinkevich v. Deutsche Telekom AG, et al., Case No. C.A. No. 2021-0479, against DT, SoftBank and certain of our current and former officers and directors, asserting breach of fiduciary duty claims relating to the repricing amendment to the Business Combination Agreement and to SoftBank’s monetization of its T-Mobile shares. We are also named as a nominal defendant in the case. We are unable to predict the potential outcome of these claims.

On August 12, 2021, we became aware of a cybersecurity issue involving unauthorized access to T-Mobile’s systems (the “August 2021 cyberattack”). We immediately began an investigation and engaged cybersecurity experts to assist with the assessment of the incident and to help determine what data was impacted. Our investigation uncovered that the perpetrator had illegally gained access to certain areas of our systems on or about March 18, 2021, but only gained access to and took data of current, former, and prospective customers beginning on or about August 3, 2021. With the assistance of our outside cybersecurity experts, we located and closed the unauthorized access to our systems and identified current, former and prospective customers whose information was impacted and notified them, consistent with state and federal requirements. We also undertook a number of other measures to demonstrate our continued support and commitment to data privacy and protection. We also coordinated with law enforcement. Our forensic investigation is complete, and we believe we have a full view of the data compromised.

As a result of the August 2021 cyberattack, we have become subject to numerous lawsuits, including mass arbitration claims and multiple class action lawsuits that have been filed in numerous jurisdictions seeking, among other things, unspecified monetary damages, costs and attorneys’ fees arising out of the August 2021 cyberattack. In December 2021, the Judicial Panel on Multidistrict Litigation consolidated the federal class action lawsuits in the U.S. District Court for the Western District of Missouri under the caption In re: T-Mobile Customer Data Security Breach Litigation, Case No. 21-md-3019-BCW. On July 22, 2022, we entered into an agreement to settle the lawsuit. On June 29, 2023, the Court issued an order granting final approval of the settlement. All appeals have been resolved, and the settlement is now final. Under the terms of the settlement, we have
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Index for Notes to the Condensed Consolidated Financial Statements
paid an aggregate of $350 million to fund claims submitted by class members, the legal fees of plaintiffs’ counsel and the costs of administering the settlement. As required under the terms of the settlement, we have spent an aggregate of $150 million for data security and related technology in 2022 and 2023. The settlement provides a full release of all claims arising out of the August 2021 cyberattack by class members who did not opt out, against all defendants, including us, our subsidiaries and affiliates, and our directors and officers. The settlement contains no admission of liability, wrongdoing or responsibility by any of the defendants.

We anticipate that this settlement of the class action, along with other settlements of separate consumer claims that have been previously completed or are currently pending, will resolve substantially all of the claims brought to date by our current, former and prospective customers who were impacted by the 2021 cyberattack. In connection with the class action settlement and the separate settlements, we recorded a total pre-tax charge of approximately $400 million in the second quarter of 2022.

In addition, in September 2022, a purported Company shareholder filed a derivative action in the Delaware Court of Chancery under the caption Harper v. Sievert, et al., Case No. 2022-0819-SG, against our current directors and certain of our former directors, alleging claims for breach of fiduciary duty relating to the Company’s cybersecurity practices. We are also named as a nominal defendant in the lawsuit. On May 31, 2024, the court issued an opinion dismissing the plaintiff’s complaint in its entirety. The plaintiff appealed that decision, and on February 17, 2025, the Delaware Supreme Court affirmed the Court of Chancery’s decision dismissing the complaint. We are unable at this time to predict whether we may be subject to further private litigation relating to the August 2021 cyberattack or the Company’s cybersecurity practices.

We have also received inquiries and contested legal proceedings from various government agencies, law enforcement and other governmental authorities related to the August 2021 cyberattack, which could result in substantial fines or penalties. We reached an agreement with the FCC, which was announced on September 30, 2024, to resolve one of those inquiries. We will continue to cooperate fully with the other agencies and regulators inquiring about the matter with an aim to resolve all of these matters. While we hope to resolve them in the near term, we cannot predict the timing or outcome of any of these matters or whether we may be subject to further regulatory inquiries, investigations, or enforcement actions.

In light of the inherent uncertainties involved in such matters, and based on the information currently available to us, in addition to the previously recorded pre-tax charge of approximately $400 million noted above, we believe it is reasonably possible that we could incur additional losses associated with these proceedings and inquiries, and we will continue to evaluate information as it becomes known and will record an estimate for losses at the time or times when it is both probable that a loss has been incurred and the amount of the loss is reasonably estimable. Ongoing legal and other costs related to these proceedings and inquiries, as well as any potential future actions, may be substantial, and losses associated with any adverse judgments, settlements, penalties or other resolutions of such proceedings and inquiries could be material to our business, reputation, financial condition, cash flows and operating results.

On June 17, 2022, plaintiffs filed a putative antitrust class action complaint in the Northern District of Illinois, Dale, et al. v. Deutsche Telekom AG, et al., Case No. 1:22-cv-03189, against DT, T-Mobile, and SoftBank, alleging that the Sprint Merger violated the antitrust laws and harmed competition in the U.S. retail cell service market. Plaintiffs seek injunctive relief and trebled monetary damages on behalf of a purported class of AT&T and Verizon customers whom plaintiffs allege paid artificially inflated prices due to the Sprint Merger. We are vigorously defending this lawsuit, but we are unable to predict the potential outcome.

On January 5, 2023, we identified that a bad actor was obtaining data through a single Application Programming Interface (“API”) without authorization. Based on our investigation, the impacted API is only able to provide a limited set of customer account data, including name, billing address, email, phone number, date of birth, T-Mobile account number and information, such as the number of lines on the account and plan features. The result from our investigation indicates that the bad actor(s) obtained data from this API for approximately 37 million current postpaid and prepaid customer accounts, though many of these accounts did not include the full data set. We believe that the bad actor first retrieved data through the impacted API starting on or around November 25, 2022. We have notified individuals whose information was impacted consistent with state and federal requirements.

In connection with the January 2023 cyberattack, we became subject to consumer class actions and regulatory inquiries, to which we will continue to respond in due course and may incur significant expenses. However, we cannot predict the timing or outcome of any of these potential matters or whether we may be subject to additional legal proceedings, claims, regulatory inquiries, investigations, or enforcement actions.

On February 25, 2025, a purported Company shareholder filed a putative class action and derivative lawsuit in the Delaware Court of Chancery under the caption Palkon v. Deutsche Telekom AG, et al., Case No. 2025-0211-PAF, against four DT
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Index for Notes to the Condensed Consolidated Financial Statements
entities, our current directors, and certain of our former directors, asserting breach of fiduciary duty and unjust enrichment claims relating to our 2022 Stock Repurchase Program and our 2023-2024 Stockholder Return Program. We are also named as a nominal defendant in the lawsuit. We are unable to predict the potential outcome of these claims.

Note 17 – Additional Financial Information

Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities are summarized as follows:
(in millions)September 30,
2025
December 31,
2024
Accounts payable$4,712 $4,242 
Property and other taxes, including payroll1,534 1,524 
Payroll and related benefits1,272 1,072 
Accrued interest987 905 
Other accrued liabilities688 720 
Accounts payable and accrued liabilities$9,193 $8,463 

Book overdrafts included in Accounts payable were $339 million and $460 million as of September 30, 2025, and December 31, 2024, respectively.

Supplemental Condensed Consolidated Statements of Cash Flows Information

The following table summarizes T-Mobile’s supplemental cash flow information:
Three Months Ended September 30,Nine Months Ended September 30,
(in millions)2025202420252024
Interest payments, net of amounts capitalized$997 $947 $2,923 $2,778 
Operating lease payments1,269 1,127 3,685 3,928 
Income tax payments65 50 427 164 
Non-cash investing and financing activities
Non-cash beneficial interest obtained in exchange for securitized receivables$ $789 $ $2,283 
Change in accounts payable and accrued liabilities for purchases of property and equipment136 41 (458)(1,085)
Operating lease right-of-use assets obtained in exchange for lease obligations1,064 469 2,138 1,300 
Financing lease right-of-use assets obtained in exchange for lease obligations324 409 1,002 983 
Deferred consideration related to the Ka’ena Acquisition   210 
Debt assumed in the UScellular Acquisition1,653  1,653  

Cash and Cash Equivalents, Including Restricted Cash

Cash and cash equivalents, including restricted cash, presented on our Condensed Consolidated Statements of Cash Flows were included on our Condensed Consolidated Balance Sheets as follows:
(in millions)September 30,
2025
December 31,
2024
Cash and cash equivalents$3,310 $5,409 
Restricted cash (included in Other current assets)271 231 
Restricted cash (included in Other assets)84 73 
Cash and cash equivalents, including restricted cash$3,665 $5,713 

Note 18 – Subsequent Events

On October 2, 2025, we delivered notice of redemption on $1.5 billion aggregate principal amount of our 7.625% Senior Notes due 2026. We will redeem the notes at par on November 1, 2025.

On October 9, 2025, we issued $800 million of 4.625% Senior Notes due 2033, $1.0 billion of 4.950% Senior Notes due 2035 and $1.0 billion of 5.700% Senior Notes due 2056.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Statement Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q (“Form 10-Q”) of T-Mobile US, Inc. (“T-Mobile,” “we,” “our,” “us” or the “Company”) includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, including information concerning our future results of operations, are forward-looking statements. These forward-looking statements are generally identified by the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “could” or similar expressions. Forward-looking statements are based on current expectations and assumptions, which are subject to risks and uncertainties that may cause actual results to differ materially from the forward-looking statements. The following important factors, along with the Risk Factors included in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024, and Part II, Item 1A of this Form 10-Q, could affect future results and cause those results to differ materially from those expressed in the forward-looking statements:

competition, industry consolidation and changes in the market for wireless communications services and other forms of connectivity;
criminal cyberattacks, disruption, data loss or other security breaches;
our inability to timely adopt and effectively deploy network technology developments;
our inability to effectively execute our digital transformation and drive customer and employee adoption of emerging technologies;
our inability to retain or motivate key personnel, hire qualified personnel or maintain our corporate culture;
system failures and business disruptions, allowing for unauthorized use of or interference with our network and other systems;
the scarcity and cost of additional wireless spectrum, and regulations relating to spectrum use;
the timing and effects of any pending and future acquisition, divestiture, investment, joint venture or merger involving us, including our inability to obtain any required regulatory approval necessary to consummate any such transactions or to achieve the expected benefits of such transactions;
adverse economic, political or market conditions in the U.S. and international markets, including changes resulting from increases in inflation or interest rates, tariffs and trade restrictions, supply chain disruptions, fluctuations in global currencies, immigration policies, and impacts of geopolitical instability, such as the Ukraine-Russia, Iran-Israel and Israel-Hamas wars and further escalations thereof;
potential operational delays, higher procurement and operational costs, and regulatory and compliance complexities as a result of changes to trade policies, including higher tariffs, restrictions and other economic disincentives to trade;
our inability to successfully deliver new products and services;
any disruption or failure of our third parties (including key suppliers) to provide products or services for the operation of our business;
sociopolitical volatility and polarization and risks related to environmental, social and governance matters;
our substantial level of indebtedness and our inability to service our debt obligations in accordance with their terms;
changes in the credit market conditions, credit rating downgrades or an inability to access debt markets;
our inability to maintain effective internal control over financial reporting;
any changes in regulations or in the regulatory framework under which we operate;
laws and regulations relating to the handling of privacy, data protection and artificial intelligence;
unfavorable outcomes of and increased costs from existing or future regulatory or legal proceedings;
difficulties in protecting our intellectual property rights or if we infringe on the intellectual property rights of others;
our offering of regulated financial services products and exposure to a wide variety of state and federal regulations;
new or amended tax laws or regulations or administrative interpretations and judicial decisions affecting the scope or application of tax laws or regulations;
our wireless licenses, including those controlled through leasing agreements, are subject to renewal and may be revoked;
our exclusive forum provision as provided in our Certificate of Incorporation;
interests of Deutsche Telekom AG (“DT”), our controlling stockholder, which may differ from the interests of other stockholders;
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our current and future stockholder return programs may not be fully utilized, and our share repurchases and dividend payments pursuant thereto may fail to have the desired impact on stockholder value; and
future sales of our common stock by DT and SoftBank Group Corp. (“SoftBank”) and our inability to attract additional equity financing outside the United States due to foreign ownership limitations by the Federal Communications Commission (“FCC”).

Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law.

Investors and others should note that we announce material information to our investors using our investor relations website (https://investor.t-mobile.com), newsroom website (https://t-mobile.com/news), press releases, SEC filings and public conference calls and webcasts. We intend to also use certain social media accounts as a means of disclosing information about us and our services and for complying with our disclosure obligations under Regulation FD (the @TMobileIR X account (https://x.com/TMobileIR), the @MikeSievert X account (https://x.com/MikeSievert) and our Chief Executive Officer’s LinkedIn account (https://www.linkedin.com/in/sievert), both of which Mr. Sievert also uses as a means for personal communications and observations, the @SriniGopalan X account (https://x.com/SriniGopalan) and our COO’s LinkedIn account (https://www.linkedin.com/in/srini-gopalan/), both of which Mr. Gopalan also uses as a means for personal communications and observations, and the @TMobileCFO X account (https://x.com/tmobilecfo) and our Chief Financial Officer’s LinkedIn account (https://www.linkedin.com/in/peter-osvaldik-3887394), both of which Mr. Osvaldik also uses as a means for personal communication and observations). The information we post through these social media channels may be deemed material. Accordingly, investors should monitor these social media channels in addition to following our press releases, SEC filings and public conference calls and webcasts. The social media channels that we intend to use as a means of disclosing the information described above may be updated from time to time as listed on our investor relations website.

Overview

The objectives of our Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) are to provide users of our condensed consolidated financial statements with the following:

A narrative explanation from the perspective of management of our financial condition, results of operations, cash flows, liquidity and certain other factors that may affect future results;
Context to the condensed consolidated financial statements; and
Information that allows assessment of the likelihood that past performance is indicative of future performance.

Our MD&A is provided as a supplement to, and should be read together with, our unaudited condensed consolidated financial statements as of and for the three and nine months ended September 30, 2025, included in Part I, Item 1 of this Form 10-Q, and audited consolidated financial statements, included in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2024. Except as expressly stated, the financial condition and results of operations discussed throughout our MD&A are those of T-Mobile US, Inc. and its consolidated subsidiaries.

Acquisition of UScellular Wireless Business

Transaction Overview

On May 24, 2024, we entered into a securities purchase agreement with United States Cellular Corporation (“UScellular”), Telephone and Data Systems, Inc., and USCC Wireless Holdings, LLC for the acquisition of substantially all of UScellular’s wireless operations and select AWS, PCS, 600 MHz, 700 MHz and other spectrum assets for an aggregate purchase price of approximately $4.4 billion, payable in cash and the assumption of up to $2.0 billion of debt through exchange offers to certain UScellular debtholders.

On May 23, 2025, we launched exchange offers (the “Exchange Offers”) for any and all of certain outstanding senior notes of UScellular for new notes of T-Mobile with the same interest rate, interest payment dates, maturity dates and redemption terms as each corresponding series of senior notes of UScellular. In conjunction with the Exchange Offers, we also solicited consents for each series of the outstanding senior notes of UScellular to effect a number of amendments to the applicable indenture under which each such series of notes were issued and are governed (the “Consent Solicitations”). The consummation of the Exchange Offers and Consent Solicitations were subject to the closing of the UScellular acquisition, which occurred on August 1, 2025.
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On July 22, 2025, we entered into asset purchase agreements for the acquisition of substantially all of the wireless operations assets (together with UScellular’s wireless operations and select spectrum assets, the “UScellular Wireless Business”) of each of Farmers Cellular Telephone Company, Inc., Iowa RSA No. 9 Limited Partnership, and Iowa RSA No. 12 Limited Partnership (collectively, the “Iowa Entities”) for an aggregate purchase price of $175 million payable in cash. Prior to our acquisition of the Iowa Entities, UScellular held a minority interest in each of the Iowa Entities.

The UScellular Wireless Business offers a comprehensive range of wireless communications products and services. As a combined company, we expect to increase competition in the U.S. wireless and broadband industries, achieve synergies and enhance our rural 5G coverage with our combined network footprint. Following the closing of the transactions, UScellular and the Iowa Entities will retain ownership of their other spectrum licenses, as well as their towers.

On August 1, 2025, upon the completion of certain customary closing conditions, including the receipt of certain regulatory approvals (the “UScellular Acquisition Date”), we completed the acquisition of the UScellular Wireless Business (the “UScellular Acquisition”), and as a result, the UScellular Wireless Business became wholly owned by T-Mobile. In exchange, on the UScellular Acquisition Date, we transferred cash of $2.8 billion. Additionally, the closing of the UScellular Acquisition obligated us to execute the Exchange Offers. On August 5, 2025, we executed the Exchange Offers of certain senior notes of UScellular with an aggregate outstanding principal balance of $1.7 billion for T-Mobile notes with the same interest rate, interest payment dates, maturity dates and redemption terms as each corresponding series of senior notes of UScellular.

For more information regarding the UScellular Acquisition, see Note 2 – Business Combinations of the Notes to the Condensed Consolidated Financial Statements.

UScellular Merger-Related Costs

UScellular merger-related costs associated with the UScellular Acquisition to date include:

Integration costs to achieve efficiencies in network, retail, information technology and back office operations and migrate customers to the T-Mobile network and billing systems;
Restructuring costs, including severance and network decommissioning; and
Transaction costs, including legal and professional services related to the completion of the UScellular Acquisition.

UScellular merger-related costs have been excluded from our calculations of Adjusted EBITDA and Core Adjusted EBITDA, which are non-GAAP financial measures, as we do not consider these costs to be reflective of our ongoing operating performance. See “Adjusted EBITDA and Core Adjusted EBITDA” in the “Performance Measures” section of this MD&A. Net cash payments for UScellular merger-related costs, including payments related to our restructuring plan, are included in Net cash provided by operating activities on our Condensed Consolidated Statements of Cash Flows and our calculation of Adjusted Free Cash Flow.

UScellular merger-related costs are presented below:
(in millions)Three Months Ended September 30,ChangeNine Months Ended September 30,Change
20252024$%20252024$%
UScellular merger-related costs
Cost of services, exclusive of depreciation and amortization$$— $NM$$— $NM
Cost of equipment sales, exclusive of depreciation and amortization— NM— NM
Selling, general and administrative64 16 48 300 %111 16 95 594 %
Total UScellular merger-related costs$73 $16 $57 356 %$120 $16 $104 650 %
Net cash payments for UScellular merger-related costs$42 $$34 425 %$82 $$74 925 %
NM - Not meaningful
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Anticipated Impacts

Our UScellular Acquisition restructuring and integration activities are expected to occur over the next two years with substantially all costs incurred and associated cash payments made by the end of fiscal year 2027. We are evaluating additional restructuring initiatives associated with the UScellular Acquisition, which are dependent on consultations and negotiation with certain counterparties and the expected impact on our business operations, which could affect the amount or timing of the costs and related payments.

As a result of our ongoing restructuring and integration activities, we expect to realize cost efficiencies by eliminating redundancies within our combined network as well as other business processes and operations. Upon completion of these activities, we expect to achieve total annual run rate cost synergies of $1.2 billion, consisting of $950 million in operating expenses and $250 million in capital expenditures.

Acquisition of Vistar Media Inc.

On December 20, 2024, we entered into an agreement and plan of merger for the acquisition of 100% of the outstanding capital stock of Vistar Media Inc. (“Vistar”), a provider of technology solutions for digital-out-of-home advertisements (the “Vistar Acquisition”).

Upon the completion of certain customary closing conditions, including the receipt of certain regulatory approvals, on February 3, 2025 (the “Vistar Acquisition Date”), we completed the Vistar Acquisition, and as a result, Vistar became a wholly owned subsidiary of T-Mobile. In exchange, we transferred cash of $621 million.

For more information regarding the Vistar Acquisition, see Note 2 – Business Combinations of the Notes to the Condensed Consolidated Financial Statements.

Acquisition of Blis Holdco Limited

On February 18, 2025, we entered into a share purchase agreement for the acquisition of 100% of the outstanding capital stock of Blis Holdco Limited (“Blis”), a provider of advertising solutions (the “Blis Acquisition”).

Upon the completion of certain customary closing conditions, including the receipt of certain regulatory approvals, on March 3, 2025 (the “Blis Acquisition Date”), we completed the Blis Acquisition, and as a result, Blis became a wholly owned subsidiary of T-Mobile. In exchange, we transferred cash of $180 million.

For more information regarding the Blis Acquisition, see Note 2 – Business Combinations of the Notes to the Condensed Consolidated Financial Statements.

Acquisition of Ka’ena Corporation

On May 1, 2024 (the “Ka’ena Acquisition Date”), we completed the merger with Ka’ena Corporation and its subsidiaries, including, among others, Mint Mobile LLC (collectively, “Ka’ena”), and as a result, Ka’ena became a wholly owned subsidiary of T-Mobile (the “Ka’ena Acquisition”). The total purchase price consists of an upfront payment on the Ka’ena Acquisition Date and an earnout payable in the third quarter of 2026. On the Ka’ena Acquisition Date, and in satisfaction of the upfront payment, we transferred $420 million in cash and 3,264,952 shares of T-Mobile common stock valued at $536 million as determined based on its closing market price on April 30, 2024, for a total payment fair value of $956 million. A portion of the upfront payment made on the Ka’ena Acquisition Date was for the settlement of the preexisting wholesale relationship with Ka’ena. The amount of the upfront payment was subject to customary adjustments, and as a result of such adjustments, $17 million of the upfront payment was returned to T-Mobile during the fourth quarter of 2024, which resulted in a commensurate increase in the maximum payable in satisfaction of the earnout.

Based on the adjusted amount paid upfront, an additional $420 million in future cash and T-Mobile common stock is payable in satisfaction of the earnout.

Prior to the Ka’ena Acquisition, Ka’ena was a wholesale partner of the Company for which we recognized service revenues within Wholesale and other service revenues. Upon the closing of the Ka’ena Acquisition, this relationship was effectively terminated, and the Company acquired Ka’ena’s prepaid customer relationships and began to recognize service revenues associated with these customers within Prepaid revenues and operating expenses primarily within Selling, general and
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administrative expenses on our Condensed Consolidated Statements of Comprehensive Income subsequent to the Ka’ena Acquisition Date.

For more information regarding the Ka’ena Acquisition, see Note 2 – Business Combinations of the Notes to the Condensed Consolidated Financial Statements.

Sprint Merger-Related Costs

As of June 30, 2024, we have incurred substantially all restructuring and integration costs associated with our merger (the “Sprint Merger”) with Sprint Corporation (“Sprint”) and, accordingly, no longer separately disclose Sprint Merger-related costs. The cash payments for the Sprint Merger-related costs incurred extend beyond 2025 and primarily relate to operating leases for which we have recognized accelerated lease expense.

Sprint Merger-related costs were excluded from our calculations of Adjusted EBITDA and Core Adjusted EBITDA for the three and nine months ended September 30, 2024, which are non-GAAP financial measures, as we do not consider these costs to be reflective of our ongoing operating performance. See “Adjusted EBITDA and Core Adjusted EBITDA” in the “Performance Measures” section of this MD&A.

Joint Ventures

On April 24, 2024, we entered into a definitive agreement with a fund operated by EQT, EQT Infrastructure VI (“Fund VI”), to establish a joint venture between us and Fund VI to acquire Lumos (“Lumos”), a fiber-to-the-home platform, from EQT’s predecessor fund, EQT Infrastructure III. On April 1, 2025, we completed the joint acquisition of Lumos, upon the completion of certain customary closing conditions, including the receipt of certain regulatory approvals. During the three months ended June 30, 2025, we invested $932 million to acquire a 50% equity interest in the joint venture and 97,000 fiber customers. The funds invested by us will be used by the joint venture to fund future fiber builds. In addition, pursuant to the definitive agreement, we expect to make an additional capital contribution of approximately $500 million between 2027 and 2028 under the existing business plan. Following the joint acquisition, Lumos transitioned to a wholesale model where we are the anchor tenant owning residential and small business customer relationships.

On July 18, 2024, we entered into a definitive agreement with KKR & Co. Inc. to establish a joint venture to acquire Metronet Holdings, LLC and certain of its affiliates (collectively, “Metronet”), a fiber-to-the-home platform. On July 24, 2025, we completed the joint acquisition of Metronet upon the completion of certain customary closing conditions, including the receipt of certain regulatory approvals. During the three months ended September 30, 2025, we invested $4.6 billion to acquire a 50% equity interest in the joint venture and 713,000 residential fiber customers. Following the joint acquisition, Metronet became a wholesale services provider, and its residential fiber retail operations and customers transitioned to us. We do not anticipate making further capital contributions under the existing business plan.

We account for the Lumos and Metronet joint ventures under the equity method of accounting with our proportionate share of earnings presented within Other (expense) income, net on our Condensed Consolidated Statements of Comprehensive Income. We recognize revenues for fiber customers and the related wholesale costs paid to the joint ventures for network access within Postpaid revenues and Cost of services, respectively, on our Condensed Consolidated Statements of Comprehensive Income.

The joint ventures will focus on market identification and selection, build plans, network engineering and design, network deployment and customer installation, with us owning customer relationships and selling fiber service under the T-Mobile brand.

For more information regarding the Lumos and Metronet joint ventures, see Note 3 – Joint Ventures of the Notes to the Condensed Consolidated Financial Statements.

One Big Beautiful Bill Act

On July 4, 2025, President Trump signed the One Big Beautiful Bill Act (the “OBBBA”) into law. The OBBBA includes numerous changes to existing tax law, including provisions providing current deductibility of certain property additions, limitations on interest deductions based on a tax EBITDA framework, and current deductibility of domestic research and development costs. These provisions are generally effective beginning in 2025, and we currently anticipate they will partially defer our income tax payments in future years and will not have a material impact on our effective tax rate. Management continues to review the OBBBA tax provisions to assess impacts to our consolidated financial statements.
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Results of Operations

Set forth below is a summary of our consolidated financial results:
Three Months Ended September 30,ChangeNine Months Ended September 30,Change
(in millions)20252024$%20252024$%
Revenues
Postpaid revenues$14,882 $13,308 $1,574 12 %$42,554 $38,838 $3,716 10 %
Prepaid revenues2,625 2,716 (91)(3)%7,911 7,711 200 %
Wholesale and other service revenues734 701 33 %2,139 2,701 (562)(21)%
Total service revenues18,241 16,725 1,516 %52,604 49,250 3,354 %
Equipment revenues3,465 3,207 258 %10,608 9,564 1,044 11 %
Other revenues251 230 21 %763 714 49 %
Total revenues21,957 20,162 1,795 %63,975 59,528 4,447 %
Operating expenses
Cost of services, exclusive of depreciation and amortization shown separately below2,873 2,722 151 %8,192 8,074 118 %
Cost of equipment sales, exclusive of depreciation and amortization shown separately below4,853 4,307 546 13 %14,310 12,794 1,516 12 %
Selling, general and administrative6,015 5,186 829 16 %16,900 15,466 1,434 %
Impairment expense278 — 278 NM278 — 278 NM
Depreciation and amortization3,408 3,151 257 %9,752 9,770 (18)— %
Total operating expenses17,427 15,366 2,061 13 %49,432 46,104 3,328 %
Operating income4,530 4,796 (266)(6)%14,543 13,424 1,119 %
Other expense, net
Interest expense, net(924)(836)(88)11 %(2,762)(2,570)(192)%
Other (expense) income, net(78)(85)NM(135)19 (154)(811)%
Total other expense, net(1,002)(829)(173)21 %(2,897)(2,551)(346)14 %
Income before income taxes3,528 3,967 (439)(11)%11,646 10,873 773 %
Income tax expense(814)(908)94 (10)%(2,757)(2,515)(242)10 %
Net income$2,714 $3,059 $(345)(11)%$8,889 $8,358 $531 %
Statement of Cash Flows Data
Net cash provided by operating activities$7,457 $6,139 $1,318 21 %$21,296 $16,744 $4,552 27 %
Net cash used in investing activities(10,139)(3,307)(6,832)207 %(15,107)(6,772)(8,335)123 %
Net cash (used in) provided by financing activities(4,238)507 (4,745)(936)%(8,250)(5,293)(2,957)56 %
Non-GAAP Financial Measures
Adjusted EBITDA$8,684 $8,243 $441 %$25,490 $23,948 $1,542 %
Core Adjusted EBITDA8,680 8,222 458 %25,479 23,866 1,613 %
Adjusted Free Cash Flow4,818 5,162 (344)(7)%13,810 12,948 862 %
NM - Not meaningful

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The following discussion and analysis is for the three and nine months ended September 30, 2025, compared to the same periods in 2024, unless otherwise stated.

Total revenues increased $1.8 billion, or 9%, for the three months ended and increased $4.4 billion, or 7%, for the nine months ended September 30, 2025. The components of these changes are discussed below.

Postpaid revenues increased $1.6 billion, or 12%, for the three months ended and increased $3.7 billion, or 10%, for the nine months ended September 30, 2025, primarily from:

Higher average postpaid accounts, including following the acquisitions of UScellular, Metronet and Lumos; and
Higher postpaid ARPA. See “Postpaid ARPA” in the “Performance Measures” section of this MD&A.

Prepaid revenues decreased $91 million, or 3%, for the three months ended and increased $200 million, or 3%, for the nine months ended September 30, 2025.

The decrease for the three months ended September 30, 2025, was primarily from:

Lower prepaid ARPU. See “Prepaid ARPU” in the “Performance Measures” section of this MD&A; partially offset by
Higher average prepaid customers.

The increase for the nine months ended September 30, 2025, was primarily from:

Higher average prepaid customers, primarily from the prepaid customers acquired through the Ka’ena Acquisition; partially offset by
Lower prepaid ARPU. See “Prepaid ARPU” in the “Performance Measures” section of this MD&A.

Wholesale and other service revenues increased $33 million, or 5%, for the three months ended and decreased $562 million, or 21%, for the nine months ended September 30, 2025.

The increase for the three months ended September 30, 2025, was primarily from:

Higher advertising revenues, primarily from the acquisitions of Vistar and Blis; partially offset by
Lower MVNO revenues, including lower DISH and TracFone MVNO revenues.

The decrease for the nine months ended September 30, 2025, was primarily from:

Lower MVNO revenues, including lower DISH and TracFone MVNO revenues and the impact from the Ka’ena Acquisition; and
Lower Affordable Connectivity Program revenues; partially offset by
Higher advertising revenues, primarily from the acquisitions of Vistar and Blis.

Equipment revenues increased $258 million, or 8%, for the three months ended and increased $1.0 billion, or 11%, for the nine months ended September 30, 2025.

The increase for the three months ended September 30, 2025, was primarily from:

An increase in device sales revenue, primarily from:
A higher number of devices sold, primarily driven by higher postpaid upgrades and following the UScellular Acquisition; and
Higher average revenue per device sold, net of promotions, primarily driven by an increase in the high-end phone mix.


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The increase for the nine months ended September 30, 2025, was primarily from:

An increase in device sales revenue, primarily from:
Higher average revenue per device sold, net of promotions, primarily driven by an increase in the high-end phone mix; and
A higher number of devices sold, primarily driven by higher postpaid upgrades and following the UScellular Acquisition, partially offset by lower Assurance Wireless devices; and
An increase in liquidation revenue, primarily due to a higher number of liquidated devices.

Other revenues were essentially flat.

Total operating expenses increased $2.1 billion, or 13%, for the three months ended and increased $3.3 billion, or 7%, for the nine months ended September 30, 2025. The components of this change are discussed below.

Cost of services, exclusive of depreciation and amortization, increased $151 million, or 6%, for the three months ended and increased slightly for the nine months ended September 30, 2025.

The increase for the three months ended September 30, 2025, was primarily from:

Higher costs following the acquisition of the UScellular Wireless Business; and
Wholesale network access costs and amortization of customer installation fees paid to Metronet and Lumos; partially offset by
Lower repair and maintenance expenses.

The increase for the nine months ended September 30, 2025, was primarily from:

Wholesale network access costs and amortization of customer installation fees paid to Metronet and Lumos; and
Higher costs following the acquisition of the UScellular Wireless Business; mostly offset by
Lower repair and maintenance expenses; and
A decrease of $173 million in Merger-related costs related to network decommissioning and integration recognized in the prior year.

Cost of equipment sales, exclusive of depreciation and amortization, increased $546 million, or 13%, for the three months ended and increased $1.5 billion, or 12%, for the nine months ended September 30, 2025.

The increase for the three months ended September 30, 2025, was primarily from:

An increase in device cost of equipment sales, primarily from:
A higher number of devices sold, primarily driven by higher postpaid upgrades and following the acquisition of the UScellular Wireless Business; and
Higher average cost per device sold, primarily driven by an increase in the high-end phone mix.

The increase for the nine months ended September 30, 2025, was primarily from:

An increase in device cost of equipment sales, primarily from:
Higher average cost per device sold, primarily driven by an increase in the high-end phone mix; and
A higher number of devices sold, primarily driven by higher postpaid upgrades and following the acquisition of the UScellular Wireless Business, partially offset by lower Assurance Wireless devices; and
An increase in liquidation costs, primarily due to a higher number of liquidated devices.

Selling, general and administrative expenses increased $829 million, or 16%, for the three months ended and increased $1.4 billion, or 9%, for the nine months ended September 30, 2025.
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The increase for the three months ended September 30, 2025, was primarily from:

Higher personnel-related costs, including payroll, benefits and restructuring;
Higher costs following the UScellular Acquisition, including merger-related costs; and
Higher advertising expenses.

The increase for the nine months ended September 30, 2025, was primarily from:

Higher personnel-related costs, including payroll, benefits and restructuring;
Higher advertising expenses;
Higher costs following the UScellular Acquisition, including merger-related costs; and
A $100 million gain recognized in the prior period for the extension fee previously paid by DISH associated with the license purchase agreement for 800 MHz spectrum licenses, which was not purchased; partially offset by
A $151 million gain recognized in the current period related to the completed sale of a portion of our 3.45 GHz spectrum licenses.

Impairment expense was $278 million for the three and nine months ended September 30, 2025, due to the impairment of capitalized software development costs related to our billing system. See Note 6 – Property and Equipment of the Notes to the Condensed Consolidated Financial Statements for additional information.

Depreciation and amortization increased $257 million, or 8%, for the three months ended and was relatively flat for the nine months ended September 30, 2025.

The increase for the three months ended September 30, 2025, was primarily due to higher depreciation expense from assets acquired in the UScellular Acquisition.

The slight decrease for the nine months ended September 30, 2025, was primarily from:

Higher depreciation expense from the acceleration of certain technology assets in the prior year; offset by
Higher depreciation expense from assets acquired in the UScellular Acquisition.

Operating income, the components of which are discussed above, decreased $266 million, or 6%, for the three months ended and increased $1.1 billion, or 8%, for the nine months ended September 30, 2025.

Interest expense, net increased $88 million, or 11%, for the three months ended and increased $192 million, or 7%, for the nine months ended September 30, 2025, primarily from higher interest expense due to higher average debt outstanding and a higher average effective interest rate.

Other (expense) income, net changed $85 million, from net income of $7 million for the three months ended September 30, 2024, to a net expense of $78 million for the three months ended September 30, 2025, and changed $154 million, from net income of $19 million for the nine months ended September 30, 2024, to a net expense of $135 million for the nine months ended September 30, 2025, primarily from our proportionate share of losses from the Lumos and Metronet joint ventures.

Income before income taxes, the components of which are discussed above, was $3.5 billion and $4.0 billion for the three months ended September 30, 2025 and 2024, respectively, and $11.6 billion and $10.9 billion for the nine months ended September 30, 2025 and 2024, respectively.

Income tax expense decreased $94 million, or 10%, for the three months ended and increased $242 million, or 10%, for the nine months ended September 30, 2025.

The decrease for the three months ended September 30, 2025, was primarily from:

Lower income before income taxes; partially offset by
Net tax benefits recognized in the prior period from a remeasurement of deferred tax assets and liabilities in certain state jurisdictions.

Our effective tax rate was 23.1% and 22.9% for the three months ended September 30, 2025 and 2024, respectively.
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The increase for the nine months ended September 30, 2025, was primarily from:

Higher income before income taxes; and
Net tax benefits recognized in the prior period from adjustments to certain tax reserves.

Our effective tax rate was 23.7% and 23.1% for the nine months ended September 30, 2025 and 2024, respectively.

Net income, the components of which are discussed above, was $2.7 billion and $3.1 billion for the three months ended September 30, 2025 and 2024, respectively, and $8.9 billion and $8.4 billion for the nine months ended September 30, 2025 and 2024, respectively.

Net income included Impairment expense related to certain capitalized software development costs of $208 million, net of tax, for the three months ended and nine months ended September 30, 2025.

Guarantor Financial Information

Pursuant to the applicable indentures and supplemental indentures, the Senior Notes to affiliates and third parties issued by T-Mobile USA, Inc., Sprint and Sprint Capital Corporation (collectively, the “Issuers”) are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by T-Mobile (“Parent”) and certain of Parent’s 100% owned subsidiaries (“Guarantor Subsidiaries”).

The guarantees of the Guarantor Subsidiaries are subject to release in limited circumstances only upon the occurrence of certain customary conditions. Generally, the guarantees of the Guarantor Subsidiaries with respect to the Senior Notes issued by T-Mobile USA, Inc. (other than $3.5 billion in principal amount of Senior Notes issued in 2017 and 2018) and the credit agreement entered into by T-Mobile USA, Inc. will be automatically and unconditionally released if, immediately following such release and any concurrent releases of other guarantees, the aggregate principal amount of indebtedness of non-guarantor subsidiaries (other than certain specified subsidiaries) would not exceed $2.0 billion. The indentures, supplemental indentures and credit agreements governing the long-term debt contain covenants that, among other things, limit the ability of the Issuers or borrowers and the Guarantor Subsidiaries to incur more debt, create liens or other encumbrances, and to merge, consolidate or sell, or otherwise dispose of, substantially all of their assets.

Basis of Presentation

The following tables include summarized financial information of the obligor groups of debt issued by T-Mobile USA, Inc., Sprint and Sprint Capital Corporation. The summarized financial information of each obligor group is presented on a combined basis with balances and transactions within the obligor group eliminated. Investments in and the equity in earnings of non-guarantor subsidiaries, which would otherwise be consolidated in accordance with GAAP, are excluded from the below summarized financial information pursuant to SEC Regulation S-X Rule 13-01.

The summarized balance sheet information for the consolidated obligor group of debt issued by T-Mobile USA, Inc. is presented in the table below:
(in millions)September 30, 2025December 31, 2024
Current assets$19,440 $16,741 
Noncurrent assets179,607 179,335 
Current liabilities22,579 18,279 
Noncurrent liabilities128,774 122,934 
Due to non-guarantors1,387 1,507 
Due to related parties2,133 2,098 
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The summarized results of operations information for the consolidated obligor group of debt issued by T-Mobile USA, Inc. is presented in the table below:
(in millions)Nine Months Ended
September 30, 2025
Year Ended
December 31, 2024
Total revenues$61,980 $78,996 
Operating income12,066 14,463 
Net income6,991 8,360 
Revenue from non-guarantors2,033 2,619 
Operating expenses to non-guarantors1,860 2,481 
Other income (expense) to non-guarantors(116)

The summarized balance sheet information for the consolidated obligor group of debt issued by Sprint is presented in the table below:
(in millions)September 30, 2025December 31, 2024
Current assets$10,366 $10,970 
Noncurrent assets18,971 14,734 
Current liabilities16,482 12,683 
Noncurrent liabilities100,734 96,145 
Due to non-guarantors (1)
20,420 21,371 
Due to related parties2,133 2,098 
(1)     The decrease in Due to non-guarantors was primarily driven by the impact of certain intercompany settlements during the nine months ended September 30, 2025.

The summarized results of operations information for the consolidated obligor group of debt issued by Sprint is presented in the table below:
(in millions)Nine Months Ended
September 30, 2025
Year Ended
December 31, 2024
Total revenues$642 $330 
Operating loss(3,205)(3,628)
Net loss(7,015)(8,101)
Other expense, net, to non-guarantors(333)(584)

The summarized balance sheet information for the consolidated obligor group of debt issued by Sprint Capital Corporation is presented in the table below:
(in millions)September 30, 2025December 31, 2024
Current assets$10,366 $10,970 
Noncurrent assets18,971 14,734 
Current liabilities16,553 12,756 
Noncurrent liabilities96,848 92,278 
Due to non-guarantors (1)
11,431 12,318 
Due to related parties2,133 2,098 
(1)     The decrease in Due to non-guarantors was primarily driven by the impact of certain intercompany settlements during the nine months ended September 30, 2025.

The summarized results of operations information for the consolidated obligor group of debt issued by Sprint Capital Corporation is presented in the table below:
(in millions)Nine Months Ended
September 30, 2025
Year Ended
December 31, 2024
Total revenues$642 $330 
Operating loss(3,205)(3,628)
Net loss(6,995)(8,041)
Other expense, net, to non-guarantors(121)(257)

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Performance Measures

In managing our business and assessing financial performance, we supplement the information provided by our condensed consolidated financial statements with other operating or statistical data and non-GAAP financial measures. These operating and financial measures are utilized by our management to evaluate our operating performance and, in certain cases, our ability to meet liquidity requirements. Although companies in the wireless communications services industry may not define each of these measures in precisely the same way, we believe that these measures facilitate comparisons with other companies in the wireless industry on key operating and financial measures.

Postpaid Accounts

A postpaid account is generally defined as a billing account number that generates revenue. Postpaid accounts generally consist of customers that are qualified for postpaid service utilizing phones, 5G broadband modems, fiber connections, mobile internet devices (including tablets and hotspots), wearables, DIGITS and other connected devices (including SyncUP and IoT), where they generally pay after receiving service.

The following table sets forth the number of ending postpaid accounts:
As of September 30,Change
(in thousands)20252024#%
Postpaid accounts (1) (2) (3)
33,979 30,631 3,348 11 %
(1)    In the third quarter of 2025, we acquired 1,448,000 postpaid accounts through the UScellular Acquisition, which includes the impact of certain base adjustments to align the policies of UScellular and T-Mobile.
(2)    In the third quarter of 2025, we acquired 633,000 postpaid accounts from Metronet and other acquisitions.
(3)    In the second quarter of 2025, we acquired 85,000 postpaid accounts from Lumos.

Postpaid Net Account Additions

The following table sets forth the number of postpaid net account additions:
Three Months Ended September 30,ChangeNine Months Ended September 30,Change
(in thousands)20252024#%20252024#%
Postpaid net account additions396 315 81 26 %919 834 85 10 %

Postpaid net account additions increased 81,000, or 26%, for the three months ended and increased 85,000, or 10%, for the nine months ended September 30, 2025.

The increase for the three months ended September 30, 2025, was primarily from:

Higher gross account additions, including fiber account additions following the acquisitions of Metronet and Lumos; partially offset by
Higher account deactivations, including the impact from a growing account base.

The increase for the nine months ended September 30, 2025, was primarily from:

Higher gross account additions, including fiber account additions following the acquisitions of Metronet and Lumos; partially offset by
Higher account deactivations, including the impact from a growing account base; and
The temporary impact of current year rate plan optimizations.

Customers

A customer is generally defined as a SIM number with a unique T-Mobile identifier that is associated with an account that generates revenue. Customers are qualified either for postpaid service utilizing phones, 5G broadband modems, fiber connections, mobile internet devices (including tablets and hotspots), wearables, DIGITS and other connected devices (including SyncUP and IoT), where they generally pay after receiving service, or prepaid service, where they generally pay in advance of receiving service.

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The following table sets forth the number of ending customers:
As of September 30,Change
(in thousands)20252024#%
Customers, end of period
Postpaid phone customers (1)
84,632 78,110 6,522 %
Postpaid other customers (1) (2) (3)
29,431 24,075 5,356 22 %
Total postpaid customers114,063 102,185 11,878 12 %
Prepaid customers (1) (4)
25,886 25,307 579 %
Total customers139,949 127,492 12,457 10 %
Adjustments to customers (1) (2) (3) (4)
4,878 3,504 1,374 39 %
(1)In the third quarter of 2025, we acquired 3,287,000 postpaid phone customers, 390,000 postpaid other customers, including 141,000 5G broadband customers, and 349,000 prepaid customers through the UScellular Acquisition, which includes the impact of certain base adjustments to align the policies of UScellular and T-Mobile.
(2)In the third quarter of 2025, we acquired 755,000 fiber customers from Metronet and other acquisitions.
(3)In the second quarter of 2025, we acquired 97,000 fiber customers from Lumos.
(4)In the second quarter of 2024, we acquired 3,504,000 prepaid customers through the Ka’ena Acquisition, which includes the impact of certain base adjustments to align the policies of Ka’ena and T-Mobile.

5G broadband customers included in Postpaid other customers were 7,163,000 and 5,377,000 as of September 30, 2025 and 2024, respectively. 5G broadband customers included in Prepaid customers were 792,000 and 625,000 as of September 30, 2025 and 2024, respectively. Fiber customers included in Postpaid other customers were 934,000 as of September 30, 2025.

Net Customer Additions

The following table sets forth the number of net customer additions:
Three Months Ended September 30,ChangeNine Months Ended September 30,Change
(in thousands)20252024#%20252024#%
Net customer additions
Postpaid phone customers 1,007 865 142 16 %2,332 2,174 158 %
Postpaid other customers1,340 710 630 89 %3,084 1,959 1,125 57 %
Total postpaid customers2,347 1,575 772 49 %5,416 4,133 1,283 31 %
Prepaid customers43 24 19 79 %127 155 (28)(18)%
Total net customer additions2,390 1,599 791 49 %5,543 4,288 1,255 29 %
Adjustments to customers (1) (2) (3) (4)
4,781 — 4,781 NM4,878 3,504 1,374 39 %
(1)In the third quarter of 2025, we acquired 3,287,000 postpaid phone customers, 390,000 postpaid other customers, including 141,000 5G broadband customers, and 349,000 prepaid customers through the UScellular Acquisition, which includes the impact of certain base adjustments to align the policies of UScellular and T-Mobile.
(2)In the third quarter of 2025, we acquired 755,000 fiber customers from Metronet and other acquisitions.
(3)In the second quarter of 2025, we acquired 97,000 fiber customers from Lumos.
(4)In the second quarter of 2024, we acquired 3,504,000 prepaid customers through the Ka’ena Acquisition, which includes the impact of certain base adjustments to align the policies of Ka’ena and T-Mobile.
NM - Not meaningful

Total net customer additions increased 791,000, or 49%, for the three months ended and increased 1,255,000, or 29%, for the nine months ended September 30, 2025.

The increase for the three months ended September 30, 2025, was primarily from:

Higher postpaid other net customer additions, primarily due to:
Higher net additions from mobile internet devices, including from success in business customers;
Higher broadband net additions;
Higher net additions from other connected devices; and
Higher postpaid phone net customer additions, primarily from higher gross additions, partially offset by increased deactivations from a growing customer base and higher churn; and
Higher prepaid net customer additions, primarily from higher gross additions, partially offset by higher prepaid to postpaid migrations and increased deactivations from a growing customer base.
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5G broadband net customer additions included in postpaid other net customer additions were 466,000 and 385,000 for the three months ended September 30, 2025 and 2024, respectively. 5G broadband net customer additions included in prepaid net customer additions were 40,000 and 30,000 for the three months ended September 30, 2025 and 2024, respectively.
Fiber net customer additions included in postpaid other net customer additions were 54,000 for the three months ended September 30, 2025.

The increase for the nine months ended September 30, 2025, was primarily from:

Higher postpaid other net customer additions, primarily due to
Higher net additions from mobile internet devices, including success from business customers and higher prior year deactivations of lower ARPU mobile internet devices in the educational sector activated during the Pandemic and no longer needed;
Higher broadband net additions; and
Higher net additions from other connected devices; partially offset by
Lower net additions from wearables; and
Higher postpaid phone net customer additions, primarily from higher gross additions, partially offset by higher churn, primarily driven by the temporary impact of current year rate plan optimizations and increased deactivations from a growing customer base; partially offset by
Lower prepaid net customer additions, primarily from increased deactivations from a growing customer base, primarily due to the Ka’ena Acquisition, and higher prepaid to postpaid migrations, partially offset by higher gross additions.
5G broadband net customer additions included in postpaid other net customer additions were 1,280,000 and 1,089,000 for the nine months ended September 30, 2025 and 2024, respectively. 5G broadband net customer additions included in prepaid net customer additions were 104,000 and 137,000 for the nine months ended September 30, 2025 and 2024, respectively.
Fiber net customer additions included in postpaid other net customer additions were 73,000 for the nine months ended September 30, 2025.

Churn

Churn represents the number of customers whose service was deactivated as a percentage of the average number of customers during the specified period further divided by the number of months in the period. The number of customers whose service was deactivated is presented net of customers that subsequently had their service restored within a certain period of time and excludes customers who received service for less than a certain minimum period of time. We believe that churn provides management, investors and analysts with useful information to evaluate customer retention and loyalty.

The following table sets forth the churn:
Three Months Ended September 30,ChangeNine Months Ended September 30,Change
2025202420252024
Postpaid phone churn0.89 %0.86 %3 bps0.90 %0.84 %6 bps
Prepaid churn2.77 %2.78 %-1 bps2.70 %2.69 %1 bps

Postpaid phone churn increased 3 basis points for the three months ended September 30, 2025, primarily due to higher industry switching.

Postpaid phone churn increased 6 basis points for the nine months ended September 30, 2025, primarily due to higher industry switching and from the temporary impact of current year rate plan optimizations.
Prepaid churn decreased slightly for the three months ended and increased slightly for the nine months ended September 30, 2025.

Postpaid Average Revenue Per Account

Postpaid Average Revenue per Account (“ARPA”) represents the average monthly postpaid service revenue earned per account. Postpaid ARPA is calculated as Postpaid revenues for the specified period divided by the average number of postpaid
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accounts during the period, further divided by the number of months in the period. We believe postpaid ARPA provides management, investors and analysts with useful information to assess and evaluate our postpaid service revenue realization and assists in forecasting our future postpaid service revenues on a per account basis. We consider postpaid ARPA to be indicative of our revenue growth potential given the increase in the average number of postpaid phone customers per account and increases in postpaid other customers, including 5G broadband, fiber, mobile internet devices (including tablets and hotspots), wearables, DIGITS and other connected devices (including SyncUP and IoT).

The following table sets forth our operating measure ARPA:
(in dollars)Three Months Ended September 30,ChangeNine Months Ended September 30,Change
20252024$%20252024$%
Postpaid ARPA$149.44 $145.60 $3.84 %$148.54 $143.02 $5.52 %

Postpaid ARPA increased $3.84, or 3%, for the three months ended and increased $5.52, or 4%, for the nine months ended September 30, 2025, primarily from:

The positive impact from rate plan optimizations and higher fee revenue, including from the adoption of new tax and fee exclusive plans;
An increase in customers per account, including from the continued adoption of 5G broadband and continued growth of T-Mobile for Business customers, partially offset by fiber and UScellular accounts with fewer customers per account;
Higher premium services, primarily high-end rate plans, net of contra revenues for content included in such plans, and discounts for specific affinity groups, such as 55+, military and first responders; partially offset by
Increased promotional activity, including the success of bundled offerings.

Average Revenue Per User

Average Revenue per User (“ARPU”) represents the average monthly service revenue earned per customer. ARPU is calculated as service revenues for the specified period divided by the average number of customers during the period, further divided by the number of months in the period. We believe ARPU provides management, investors and analysts with useful information to assess and evaluate our service revenue per customer and assist in forecasting our future service revenues generated from our customer base. Postpaid phone ARPU excludes postpaid other customers and related revenues, which include 5G broadband, fiber, mobile internet devices (including tablets and hotspots), wearables, DIGITS and other connected devices (including SyncUP and IoT).

The following table sets forth our operating measure ARPU:
(in dollars)Three Months Ended September 30,ChangeNine Months Ended September 30,Change
20252024$%20252024$%
Postpaid phone ARPU$50.71 $49.79 $0.92 %$50.25 $49.22 $1.03 %
Prepaid ARPU33.93 35.81 (1.88)(5)%34.41 36.27 (1.86)(5)%

Postpaid Phone ARPU

Postpaid phone ARPU increased $0.92, or 2%, for the three months ended and increased $1.03, or 2%, for the nine months ended September 30, 2025, primarily from:

The positive impact from rate plan optimizations and higher fee revenue, including from the adoption of new tax and fee exclusive plans;
Higher premium services, primarily high-end rate plans, net of contra revenues for content included in such plans, and discounts for specific affinity groups, such as 55+, military and first responders; partially offset by continued growth in T-Mobile for Business customers with lower ARPU given larger account sizes; and
The impact of customers acquired in the UScellular Acquisition, which have higher ARPU; partially offset by
Increased promotional activity, including the success of bundled offerings.

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Prepaid ARPU

Prepaid ARPU decreased $1.88, or 5%, for the three months ended and decreased $1.86, or 5%, for the nine months ended September 30, 2025.

The decrease for the three months ended September 30, 2025, was primarily from dilution from promotional activity and rate plan mix.

The decrease for the nine months ended September 30, 2025, was primarily from the inclusion of lower ARPU prepaid customers associated with the Ka’ena Acquisition.

Adjusted EBITDA and Core Adjusted EBITDA

Adjusted EBITDA represents earnings before Interest expense, net of Interest income, Income tax expense, Depreciation and amortization, stock-based compensation and certain expenses, gains and losses, which are not reflective of our ongoing operating performance (“Special Items”). Special Items include Sprint Merger-related costs and UScellular merger-related costs (collectively, “Merger-related costs”), certain legal-related expenses, Impairment expense, restructuring costs not directly attributable to the Sprint Merger or UScellular Acquisition (including severance), and other non-core gains and losses. Core Adjusted EBITDA represents Adjusted EBITDA less device lease revenues. Adjusted EBITDA margin represents Adjusted EBITDA divided by Service revenues. Core Adjusted EBITDA margin represents Core Adjusted EBITDA divided by Service revenues.

Adjusted EBITDA, Adjusted EBITDA margin, Core Adjusted EBITDA and Core Adjusted EBITDA margin are non-GAAP financial measures utilized by our management, including our chief operating decision maker, to monitor the financial performance of our operations and allocate resources of the Company as a whole. We historically used Adjusted EBITDA, and we currently use Core Adjusted EBITDA internally as a measure to evaluate and compensate our personnel and management for their performance. We use Adjusted EBITDA and Core Adjusted EBITDA as benchmarks to evaluate our operating performance in comparison to our competitors. Management believes analysts and investors use Adjusted EBITDA and Core Adjusted EBITDA as supplemental measures to evaluate overall operating performance and to facilitate comparisons with other wireless communications services companies because they are indicative of our ongoing operating performance and trends by excluding the impact of interest expense from financing, non-cash depreciation and amortization from capital investments, non-cash stock-based compensation, and Special Items. Management believes analysts and investors use Core Adjusted EBITDA because it normalizes for the transition in the Company’s device financing strategy, by excluding the impact of device lease revenues from Adjusted EBITDA, to align with the exclusion of the related depreciation expense on leased devices from Adjusted EBITDA. Adjusted EBITDA, Adjusted EBITDA margin, Core Adjusted EBITDA and Core Adjusted EBITDA margin have limitations as analytical tools and should not be considered in isolation or as substitutes for income from operations, net income or any other measure of financial performance reported in accordance with GAAP.

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The following table illustrates the calculation of Adjusted EBITDA and Core Adjusted EBITDA and reconciles Adjusted EBITDA and Core Adjusted EBITDA to Net income, which we consider to be the most directly comparable GAAP financial measure:
Three Months Ended September 30,ChangeNine Months Ended September 30,Change
(in millions, except percentages)20252024$%20252024$%
Net income$2,714 $3,059 $(345)(11)%$8,889 $8,358 $531 %
Adjustments:
Interest expense, net924 836 88 11 %2,762 2,570 192 %
Other expense (income), net78 (7)85 (1,214)%135 (19)154 (811)%
Income tax expense814 908 (94)(10)%2,757 2,515 242 10 %
Operating income4,530 4,796 (266)(6)%14,543 13,424 1,119 %
Depreciation and amortization3,408 3,151 257 %9,752 9,770 (18)— %
Stock-based compensation (1)
217 143 74 52 %563 430 133 31 %
Merger-related costs, net73 16 57 356 %120 137 (17)(12)%
Legal-related expenses, net (3)
700 %10 16 (6)(38)%
Impairment expense278 — 278 NM278 — 278 NM
Other, net (4)
170 136 34 25 %224 171 53 31 %
Adjusted EBITDA8,684 8,243 441 %25,490 23,948 1,542 %
Lease revenues(4)(21)17 (81)%(11)(82)71 (87)%
Core Adjusted EBITDA
$8,680 $8,222 $458 %$25,479 $23,866 $1,613 %
Net income margin (Net income divided by Service revenues)15 %18 %-300 bps17 %17 %— bps
Adjusted EBITDA margin (Adjusted EBITDA divided by Service revenues)48 %49 %-100 bps48 %49 %-100 bps
Core Adjusted EBITDA margin (Core Adjusted EBITDA divided by Service revenues)
48 %49 %-100 bps48 %48 %— bps
(1)Stock-based compensation includes payroll tax impacts and may not agree with stock-based compensation expense on the condensed consolidated financial statements. Additionally, certain stock-based compensation expenses associated with the Sprint Merger have been included in Merger-related costs, net.
(2)Merger-related costs, net, for the nine months ended September 30, 2024, includes the $100 million gain recognized for the extension fee previously paid by DISH associated with the license purchase agreement for 800 MHz spectrum licenses, which was not purchased.
(3)Legal-related expenses, net, consists of the settlement of certain litigation and compliance costs associated with the August 2021 cyberattack and is presented net of insurance recoveries.
(4)Other, net, primarily consists of certain severance, restructuring and other expenses, gains and losses, not directly attributable to the Sprint Merger or UScellular Acquisition, which are not reflective of T-Mobile’s core business activities and are, therefore, excluded from Adjusted EBITDA and Core Adjusted EBITDA.
NM - Not meaningful

Core Adjusted EBITDA increased $458 million, or 6%, for the three months ended and increased $1.6 billion, or 7%, for the nine months ended September 30, 2025. The components comprising Core Adjusted EBITDA are discussed further above.

The increase for the three months ended September 30, 2025, was primarily from:

Higher Total service revenues; and
Higher Equipment revenues, excluding Lease revenues; partially offset by
Higher Selling, general and administrative expenses, excluding Special Items;
Higher Cost of equipment sales, excluding Special Items; and
Higher Cost of services, excluding Special Items.

The increase for the nine months ended September 30, 2025, was primarily from:

Higher Total service revenues; and
Higher Equipment revenues, excluding Lease revenues; partially offset by
Higher Cost of equipment sales, excluding Special Items;
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Higher Selling, general and administrative expenses, excluding Special Items; and
Higher Cost of services, excluding Special Items.

Adjusted EBITDA increased $441 million, or 5%, for the three months ended and increased $1.5 billion, or 6%, for the nine months ended September 30, 2025, primarily due to the fluctuations in Core Adjusted EBITDA, discussed above, partially offset by lower lease revenues, which decreased $17 million for the three months ended and decreased $71 million for the nine months ended September 30, 2025.

Liquidity and Capital Resources

Our principal sources of liquidity are our cash and cash equivalents and cash generated from operations, proceeds from issuance of debt, financing leases, the sale of certain receivables, the Revolving Credit Facility (as defined below) and an unsecured short-term commercial paper program. Further, the incurrence of additional indebtedness may inhibit our ability to incur new debt in the future to finance our business strategy under the terms governing our existing and future indebtedness.

Cash Flows

The following is a condensed schedule of our cash flows:
Three Months Ended September 30,ChangeNine Months Ended September 30,Change
(in millions)20252024$%20252024$%
Net cash provided by operating activities$7,457 $6,139 $1,318 21 %$21,296 $16,744 $4,552 27 %
Net cash used in investing activities(10,139)(3,307)(6,832)207 %(15,107)(6,772)(8,335)123 %
Net cash (used in) provided by financing activities(4,238)507 (4,745)(936)%(8,250)(5,293)(2,957)56 %

Operating Activities

Net cash provided by operating activities increased $1.3 billion, or 21%, for the three months ended and increased $4.6 billion, or 27%, for the nine months ended September 30, 2025.

The increase for the three months ended September 30, 2025, was primarily from:

A $954 million decrease in net cash outflows from changes in working capital, primarily due to lower use of cash from Accounts payable and accrued liabilities, Accounts receivable, and Equipment installment plan receivables, partially offset by higher use of cash from Other current and long-term assets, Short- and long-term operating lease liabilities and Other current and long-term liabilities; and
A $364 million increase in Net income, adjusted for non-cash income and expenses.
Net cash provided by operating activities includes the impact of the Pledge Amendments as described below.
Net cash provided by operating activities includes the impact of $96 million and $132 million in net payments for Merger-related costs for the three months ended September 30, 2025 and 2024, respectively.

The increase for the nine months ended September 30, 2025, was primarily from:

A $3.3 billion decrease in net cash outflows from changes in working capital, primarily due to lower use of cash from Accounts payable and accrued liabilities, Accounts receivable, Short- and long-term operating lease liabilities and Other current and long-term liabilities, partially offset by higher use of cash from Other current and long-term assets, Inventory, and Equipment installment plan receivables; and
A $1.2 billion increase in Net income, adjusted for non-cash income and expenses.
Net cash provided by operating activities includes the impact of the Pledge Amendments as described below.
Net cash provided by operating activities includes the impact of $258 million and $666 million in net payments for Merger-related costs for the nine months ended September 30, 2025 and 2024, respectively.

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Investing Activities

Net cash used in investing activities increased $6.8 billion, or 207%, for the three months ended and increased $8.3 billion, or 123%, for the nine months ended September 30, 2025.

The use of cash for the three months ended September 30, 2025, was primarily from:

$3.1 billion in Investments in unconsolidated affiliates, net, primarily from the joint acquisition of Metronet;
$2.8 billion in Acquisition of companies, net of cash acquired, primarily from the acquisition of UScellular;
$2.6 billion in Purchases of property and equipment, including capitalized interest, from the continued build-out of our nationwide 5G network; and
$1.6 billion in Purchases of spectrum and intangible assets, including the fiber customers purchased from Metronet (see Note 3Joint Ventures of the Notes to the Condensed Consolidated Financial Statements).

The use of cash for the nine months ended September 30, 2025, was primarily from:

$7.5 billion in Purchases of property and equipment, including capitalized interest, from the continued build-out of our nationwide 5G network;
$4.1 billion in Investments in unconsolidated affiliates, net, primarily from the joint acquisition of Lumos and Metronet;
$3.5 billion of cash consideration, net of cash acquired, related to our acquisitions of UScellular, Vistar and Blis; and
$2.5 billion in Purchases of spectrum and intangible assets, including the fiber customers purchased from Metronet (see Note 3 – Joint Ventures of the Notes to the Condensed Consolidated Financial Statements) and remaining 600 MHz spectrum licenses purchased from Channel 51 License Co LLC and LB License Co, LLC (see Note 7 – Goodwill, Spectrum License Transactions and Other Intangible Assets of the Notes to the Condensed Consolidated Financial Statements); partially offset by
$2.1 billion in Proceeds from the sale of property, equipment and intangible assets, primarily from the sale of a portion of the 3.45 GHz licenses to N77 License Co LLC (see Note 7 – Goodwill, Spectrum License Transactions and Other Intangible Assets of the Notes to the Condensed Consolidated Financial Statements).

Financing Activities

Net cash used in financing activities increased $4.7 billion from a net source of cash for the three months ended September 30, 2024, to a net use of cash for the three months ended September 30, 2025. Net cash used in financing activities increased $3.0 billion, or 56%, for the nine months ended September 30, 2025.

The use of cash for the three months ended September 30, 2025, was primarily from:

$2.5 billion in Repurchases of common stock;
$987 million in Dividends on common stock;
$828 million in Repayments of long-term debt; and
$318 million in Repayments of financing lease obligations; partially offset by
$498 million in Proceeds from issuance of long-term debt, net.

The use of cash for the nine months ended September 30, 2025, was primarily from:

$7.5 billion in Repurchases of common stock;
$4.6 billion in Repayments of long-term debt;
$3.0 billion in Dividends on common stock;
$964 million in Repayments of financing lease obligations; and
$394 million in Tax withholdings on share-based awards; partially offset by
$8.3 billion in Proceeds from issuance of long-term debt, net.

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Cash and Cash Equivalents

As of September 30, 2025, our Cash and cash equivalents were $3.3 billion compared to $5.4 billion at December 31, 2024.

Adjusted Free Cash Flow

Adjusted Free Cash Flow represents Net cash provided by operating activities less cash payments for Purchases of property and equipment, plus Proceeds related to beneficial interests in securitization transactions. Adjusted Free Cash Flow is a non-GAAP financial measure utilized by management, investors and analysts of our financial information to evaluate cash available to pay debt, repurchase shares, pay dividends and provide further investment in the business. Adjusted Free Cash Flow margin is calculated as Adjusted Free Cash Flow divided by Service revenues. Adjusted Free Cash Flow margin is utilized by management, investors, and analysts to evaluate the Company’s ability to convert service revenue efficiently into cash available to pay debt, repurchase shares, pay dividends and provide further investment in the business.

The table below provides a reconciliation of Adjusted Free Cash Flow to Net cash provided by operating activities, which we consider to be the most directly comparable GAAP financial measure:
Three Months Ended September 30,ChangeNine Months Ended September 30,Change
(in millions, except percentages)20252024$%20252024$%
Net cash provided by operating activities$7,457 $6,139 $1,318 21 %$21,296 $16,744 $4,552 27 %
Cash purchases of property and equipment, including capitalized interest(2,639)(1,961)(678)35 %(7,486)(6,628)(858)13 %
Proceeds related to beneficial interests in securitization transactions— 984 (984)(100)%— 2,832 (2,832)(100)%
Adjusted Free Cash Flow$4,818 $5,162 $(344)(7)%$13,810 $12,948 $862 %
Net cash provided by operating activities margin (Net cash provided by operating activities divided by Service revenues)41 %37 %400 bps40 %34 %600 bps
Adjusted Free Cash Flow margin (Adjusted Free Cash Flow divided by Service revenues)26 %31 %-500 bps26 %26 %— bps

Adjusted Free Cash Flow decreased $344 million, or 7%, for the three months ended and increased $862 million, or 7%, for the nine months ended September 30, 2025.

The decrease for the three months ended September 30, 2025, was primarily from:

Higher Cash purchases of property and equipment, including capitalized interest, driven by planned timing of capital purchases, including for increased greenfield site builds in the second half of the year and incremental capital expenditures following the acquisition of the UScellular Wireless Business; partially offset by
Higher Net cash provided by operating activities, as described above.
Certain cash proceeds associated with the sale of receivables, which were recognized within investing cash flows before November 1, 2024, are recognized as operating cash flows. This change had no net impact to Adjusted Free Cash Flow.
Adjusted Free Cash Flow includes the impact of $96 million and $132 million in net payments for Merger-related costs for the three months ended September 30, 2025 and 2024, respectively.

The increase for the nine months ended September 30, 2025, was primarily from:

Higher Net cash provided by operating activities, as described above; partially offset by
Higher Cash purchases of property and equipment, including capitalized interest, driven by planned timing of capital purchases, including for increased greenfield site builds in the second half of the year and incremental capital expenditures following the acquisition of the UScellular Wireless Business.
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Certain cash proceeds associated with the sale of receivables, which were recognized within investing cash flows before November 1, 2024, are recognized as operating cash flows. This change had no net impact to Adjusted Free Cash Flow.
Adjusted Free Cash Flow includes the impact of $258 million and $666 million in net payments for Merger-related costs for the nine months ended September 30, 2025 and 2024, respectively.

During the nine months ended September 30, 2025 and 2024, there were no significant net cash proceeds from securitization.

On October 22, 2024, we executed amendments (the “Pledge Amendments”) to the EIP Sale Arrangement and the Service Receivable Sale Arrangement (as discussed in Note 5 – Sales of Certain Receivables of the Notes to the Condensed Consolidated Financial Statements). Following the effective date of the Pledge Amendments of November 1, 2024, all cash proceeds associated with the sale of such receivables, a portion of which, prior to November 1, 2024, were recognized as Proceeds related to beneficial interests in securitization transactions within Net cash used in investing activities on our Condensed Consolidated Statements of Cash Flows, were recognized as operating cash flows. The Pledge Amendments did not have a net impact on Adjusted Free Cash Flow.

Borrowing Capacity

We maintain a revolving credit facility (the “Revolving Credit Facility”) with an aggregate commitment amount of $7.5 billion. As of September 30, 2025, there was no outstanding balance under the Revolving Credit Facility.

We maintain an unsecured short-term commercial paper program with the ability to borrow up to $2.0 billion from time to time. This program supplements our other available external financing arrangements and proceeds are expected to be used for general corporate purposes. As of September 30, 2025, there was no outstanding balance under this program.

On August 29, 2025, our wholly owned subsidiary, T-Mobile USA, Inc., entered into a credit agreement with certain financial institutions, backed by an Export Credit Agency (an “ECA Facility”), providing for a loan of up to $1.0 billion (the “ECA Facility due November 2036”). As of September 30, 2025, the ECA Facility due November 2036 is undrawn.

Debt Financing

On January 31, 2025, our wholly owned subsidiary, T-Mobile USA, Inc., entered into an ECA Facility, providing for a loan of up to $1.0 billion (the “ECA Facility due March 2036”). On March 17, 2025, we drew down the full $1.0 billion available under the ECA Facility due March 2036 and recognized the net proceeds within Proceeds from issuance of long-term debt, net on our Condensed Consolidated Statements of Cash Flows.

As of September 30, 2025, our total debt and financing lease liabilities were $86.5 billion, excluding our tower obligations, of which $77.9 billion was classified as long-term debt and $1.2 billion was classified as long-term financing lease liabilities.

During the nine months ended September 30, 2025, we issued long-term debt for net proceeds of $8.3 billion, including proceeds from the ECA Facility due March 2036, and redeemed and repaid short- and long-term debt with an aggregate principal amount of $4.6 billion.

Subsequent to September 30, 2025, on October 2, 2025, we delivered notice of redemption on $1.5 billion aggregate principal amount of our 7.625% Senior Notes due 2026. We will redeem the notes at par on November 1, 2025.

Subsequent to September 30, 2025, on October 9, 2025, we issued $800 million of 4.625% Senior Notes due 2033, $1.0 billion of 4.950% Senior Notes due 2035 and $1.0 billion of 5.700% Senior Notes due 2056.

For more information regarding our debt financing transactions, see Note 9 – Debt of the Notes to the Condensed Consolidated Financial Statements.

License Purchase Agreements

On August 8, 2022, we entered into License Purchase Agreements to acquire spectrum in the 600 MHz band from Channel 51 License Co LLC and LB License Co, LLC (together with Channel 51 License Co LLC, the “Sellers”) in exchange for total cash consideration of $3.5 billion. On March 30, 2023, we and the Sellers entered into Amended and Restated License Purchase Agreements, pursuant to which we and the Sellers agreed to bifurcate the transaction into two tranches of licenses, with the
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closings on the acquisitions of certain licenses in Chicago, Dallas and New Orleans being deferred in order to potentially expedite the regulatory approval process for the remainder of the licenses. Subsequently, on August 25, 2023, we and the Sellers entered into Amendments No. 1 to the Amended and Restated License Purchase Agreements, whereby we deferred the closings of certain additional licenses in Chicago and Dallas into the second closing tranche. Together, the licenses with closings deferred into the second closing tranche represent approximately $1.1 billion of the aggregate $3.5 billion cash consideration.

The FCC approved the purchase of the first tranche on December 29, 2023. The first tranche closed on June 24, 2024, and the associated payment of $2.4 billion was made on August 5, 2024.

The FCC approved the purchase of the Dallas licenses included in the second tranche on October 22, 2024. The purchase of the Dallas licenses closed on December 6, 2024, and the associated payment of $541 million was made on the same day.

The FCC approved the remaining Chicago and New Orleans deferred licenses from the second tranche on April 15, 2025. The purchase of the remaining licenses closed on June 2, 2025, and the associated payment of $604 million was made on the same day.

On September 12, 2023, we entered into a license purchase agreement with Comcast (the “Comcast License Purchase Agreement”), pursuant to which we will acquire spectrum in the 600 MHz band from Comcast in exchange for total cash consideration of between $1.2 billion and $3.3 billion, subject to an application for FCC approval. The licenses are subject to an exclusive leasing arrangement between us and Comcast entered into contemporaneously with the Comcast License Purchase Agreement. On January 13, 2025, we and Comcast entered into an amendment to the Comcast License Purchase Agreement, pursuant to which we will acquire additional spectrum. Subsequent to the amendment, the total cash consideration for the transaction is between $1.2 billion and $3.4 billion. We anticipate closing on the acquisition of approximately $45 million of the spectrum licenses in the first half of 2026, with the remaining spectrum license acquisitions expected to close in the first half of 2028.

On September 10, 2024, we entered into a License Purchase Agreement with N77 License Co LLC (“Buyer”), pursuant to which Buyer has the option to purchase all or a portion of our remaining 3.45 GHz spectrum licenses in exchange for a range of cash consideration, with the specific licenses sold to be determined based upon the amount of committed financing raised by Buyer. Following receipt of the required regulatory approvals, on April 30, 2025, we completed the sale of a portion of our 3.45 GHz spectrum licenses for $2.0 billion.

On May 30, 2025, we entered into a License and Unit Purchase Agreement with NEWLEVEL IV, L.P. and NEWLEVEL, LLC, both of which are affiliates of Grain Management, LLC (“Grain”), pursuant to which we will sell our 800 MHz spectrum licenses in exchange for cash consideration of $2.9 billion and the receipt of Grain’s 600 MHz spectrum licenses, which we are currently utilizing under lease agreements with Grain. In addition, we may receive a share of certain future proceeds from transactions entered into by Grain that monetize the 800 MHz spectrum licenses, subject to certain terms and conditions and following a certain return on invested capital for Grain. The transaction is subject to customary closing conditions and contingent on the receipt of regulatory approvals, including the FCC’s approval regarding certain modifications to the 800 MHz spectrum licenses, and is currently expected to close in the fourth quarter of 2025 or first quarter of 2026. In addition, we expect an increase to our cash income tax liability of approximately $850 million upon the transaction close.

For more information regarding our license purchase agreements, see Note 7 – Goodwill, Spectrum License Transactions and Other Intangible Assets of the Notes to the Condensed Consolidated Financial Statements.

Acquisition of Ka’ena Corporation

On May 1, 2024, we completed the Ka’ena Acquisition. The total purchase price consists of an upfront payment on the Ka’ena Acquisition Date and an earnout payable in the third quarter of 2026.

Based on the adjusted amount paid upfront, an additional $420 million in future cash and T-Mobile common stock is payable in satisfaction of the earnout.

For more information regarding the Ka’ena Acquisition, see Note 2 – Business Combinations of the Notes to the Condensed Consolidated Financial Statements.

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Acquisition of Vistar Media Inc.

On February 3, 2025, we completed the Vistar Acquisition, and as a result, Vistar became a wholly owned subsidiary of T-Mobile. In exchange, we transferred cash of $621 million.

For more information regarding the Vistar Acquisition, see Note 2 – Business Combinations of the Notes to the Condensed Consolidated Financial Statements.

Acquisition of Blis Holdco Limited

On March 3, 2025, we completed the Blis Acquisition, and as a result, Blis became a wholly owned subsidiary of T-Mobile. In exchange, we transferred cash of $180 million.

For more information regarding the Blis Acquisition, see Note 2 – Business Combinations of the Notes to the Condensed Consolidated Financial Statements.

Lumos Joint Venture

On April 1, 2025, we completed the joint acquisition of Lumos. During the three months ended June 30, 2025, we invested $932 million to acquire a 50% equity interest in the joint venture and 97,000 fiber customers. In addition, pursuant to the definitive agreement, we expect to make an additional capital contribution of approximately $500 million between 2027 and 2028 under the existing business plan.

For more information regarding the Lumos joint venture, see Note 3 – Joint Ventures of the Notes to the Condensed Consolidated Financial Statements.

Metronet Joint Venture

On July 24, 2025, we completed the joint acquisition of Metronet. During the three months ended September 30, 2025, we invested $4.6 billion to acquire a 50% equity interest in the joint venture and 713,000 residential fiber customers. We do not anticipate making further capital contributions following the closing under the existing business plan.

For more information regarding the Metronet joint venture, see Note 3 – Joint Ventures of the Notes to the Condensed Consolidated Financial Statements.

Acquisition of UScellular Wireless Business

On August 1, 2025, we completed the UScellular Acquisition, and as a result, the UScellular Wireless Business became wholly owned by T-Mobile. In exchange, on the UScellular Acquisition Date, we transferred cash of $2.8 billion. Additionally, the closing of the UScellular Acquisition obligated us to execute the Exchange Offers. On August 5, 2025, we executed the Exchange Offers of certain senior notes of UScellular with an aggregate outstanding principal balance of $1.7 billion for T-Mobile notes with the same interest rate, interest payment dates, maturity dates and redemption terms as each corresponding series of senior notes of UScellular.

For more information regarding the UScellular Acquisition, see Note 2 – Business Combinations of the Notes to the Condensed Consolidated Financial Statements.

Off-Balance Sheet Arrangements

We have arrangements, as amended from time to time, to sell certain EIP accounts receivable and service accounts receivable on a revolving basis as a source of liquidity. As of September 30, 2025, we derecognized net receivables of $1.7 billion upon sale through these arrangements.

For more information regarding these off-balance sheet arrangements, see Note 5 – Sales of Certain Receivables of the Notes to the Condensed Consolidated Financial Statements.

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Future Sources and Uses of Liquidity

We may seek additional sources of liquidity, including through the issuance of additional debt, to continue to opportunistically acquire spectrum licenses or other long-lived assets in private party transactions, make strategic investments, repurchase shares, pay dividends or for the refinancing of existing long-term debt on an opportunistic basis. Excluding liquidity that could be needed for acquisitions of businesses, spectrum and other long-lived assets, or for any potential stockholder returns, we expect our principal sources of funding to be sufficient to meet our anticipated liquidity needs for business operations for the next 12 months, as well as our longer-term liquidity needs. Our intended use of any such funds is for general corporate purposes, including for capital expenditures, spectrum purchases, opportunistic investments and acquisitions, redemption of debt, tower obligations, share repurchases, and dividend payments.

We determine future liquidity requirements for operations, capital expenditures, share repurchases and dividend payments based in large part upon projected financial and operating performance, and opportunities to acquire additional spectrum or repurchase shares. We regularly review and update these projections for changes in current and projected financial and operating results, general economic conditions, the competitive landscape and other factors. We have incurred, and will incur, substantial expenses to comply with the Government Commitments (as defined below), and we have incurred all of the remaining restructuring and integration costs associated with the Sprint Merger, with the cash expenditures for the Sprint Merger-related costs extending beyond 2024. Additionally, we are expecting to incur substantial expenses in connection with the UScellular Acquisition, including coordinating and integrating businesses, operations, policies and procedures. Many of the expenses that will be incurred, by their nature, are difficult to estimate accurately. These expenses could exceed the costs historically borne by us and adversely affect our financial condition and results of operations. There are a number of additional risks and uncertainties that could cause our financial and operating results and capital requirements to differ materially from our projections, which could cause future liquidity to differ materially from our assessment.

The indentures, supplemental indentures and credit agreements governing our long-term debt to affiliates and third parties, excluding financing leases, contain covenants that, among other things, limit the ability of the Issuers or borrowers and the Guarantor Subsidiaries to incur more debt, create liens or other encumbrances, and merge, consolidate or sell, or otherwise dispose of, substantially all of their assets. We were in compliance with all restrictive debt covenants as of September 30, 2025.

Financing Lease Facilities

We have uncommitted financing lease facilities with certain third parties that provide us with the ability to enter into financing leases for network equipment and services. We expect to enter into up to a total of $1.2 billion in financing lease commitments during the year ending December 31, 2025. As of September 30, 2025, we have entered into $10.9 billion of financing leases under these financing lease facilities, of which $317 million and $984 million was executed during the three and nine months ended September 30, 2025, respectively.

Capital Expenditures

Our liquidity requirements for capital expenditures have been driven primarily by capital expenditures for spectrum licenses, the construction, expansion and upgrading of our network infrastructure, the integration of the networks, spectrum, technology, personnel and customer base of T-Mobile and Sprint, which is substantially complete, and investments in information technology platforms. We expect to maintain our investment in capital expenditures related to these efforts in 2025 compared to 2024, as we continue to build out our nationwide 5G network and our digital transformation. Future capital expenditure requirements will be primarily driven by the deployment of acquired spectrum licenses.

For more information regarding our spectrum licenses, see Note 7 – Goodwill, Spectrum License Transactions and Other Intangible Assets of the Notes to the Condensed Consolidated Financial Statements.

Stockholder Returns

On December 13, 2024, we announced that our Board of Directors authorized our 2025 Stockholder Return Program of up to $14.0 billion that will run through December 31, 2025. The 2025 Stockholder Return Program consists of repurchases of shares of our common stock and the payment of cash dividends. The declaration and payment of all dividends is subject to the discretion of our Board of Directors and will depend on financial and legal requirements and other considerations. The amount available under the 2025 Stockholder Return Program for share repurchases will be reduced by the amount of any cash dividends declared and paid by us.

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The 2025 Stockholder Return Program is consistent with the Company’s capital allocation framework outlined during its Capital Markets Day in September 2024. As discussed at Capital Markets Day, the Company expects its business plan to support approximately $80.0 billion in investments and capital returns between September 18, 2024, and the end of 2027. The Company currently plans to allocate such funds as follows:

Up to $50.0 billion for share repurchases and cash dividends, which includes the 2025 Stockholder Return Program;
Approximately $19.0 billion in a discretionary and flexible envelope for potential activities, which may include de-levering, investments in our core business, strategic investments, and/or additional capital returns to stockholders beyond the $50.0 billion initial allocation; and
Approximately $11.0 billion for announced transactions, including the acquisitions closed during the nine months ended September 30, 2025. See Note 2 - Business Combinations, Note 3 - Joint Ventures and Note 7 – Goodwill, Spectrum License Transactions and Other Intangible Assets for additional information.

On November 21, 2024, our Board of Directors declared a cash dividend of $0.88 per share on our issued and outstanding common stock, which was paid on March 13, 2025, to stockholders of record as of the close of business on February 28, 2025.

On February 6, 2025, our Board of Directors declared a cash dividend of $0.88 per share on our issued and outstanding common stock, which was paid on June 12, 2025, to stockholders of record as of the close of business on May 30, 2025.

On June 5, 2025, our Board of Directors declared a cash dividend of $0.88 per share on our issued and outstanding common stock, which was paid on September 11, 2025, to stockholders of record as of the close of business on August 29, 2025.

On September 18, 2025, our Board of Directors declared a cash dividend of $1.02 per share on our issued and outstanding common stock, which will be paid on December 11, 2025, to stockholders of record as of the close of business on November 26, 2025.

During the three and nine months ended September 30, 2025, we paid an aggregate of $987 million and $3.0 billion, respectively, in cash dividends to our stockholders, which was presented within Net cash (used in) provided by financing activities on our Condensed Consolidated Statements of Cash Flows. As of September 30, 2025, $1.1 billion for dividends payable is presented within Other current liabilities on our Condensed Consolidated Balance Sheets.

During the three months ended September 30, 2025, we repurchased 10,204,072 shares of our common stock at an average price per share of $242.01 for a total purchase price of $2.5 billion, and during the nine months ended September 30, 2025, we repurchased 30,444,090 shares of our common stock at an average price per share of $243.36 for a total purchase price of $7.4 billion, under the 2025 Stockholder Return Program. As of September 30, 2025, we had up to $3.6 billion remaining under the 2025 Stockholder Return Program for repurchases of shares and quarterly dividends through December 31, 2025.

For additional information regarding the 2025 Stockholder Return Program, see Note 13 - Stockholder Return Program of the Notes to the Condensed Consolidated Financial Statements.

Related Party Transactions

We have related party transactions associated with DT or its respective affiliates in the ordinary course of business, including intercompany servicing and licensing.

As of October 17, 2025, DT held, directly or indirectly, approximately 52.1% of the outstanding T-Mobile common stock. As a result of the Proxy, Lock-Up and ROFR Agreement, dated April 1, 2020, by and between DT and SoftBank, DT has voting control, as of October 17, 2025, over approximately 56.1% of the outstanding T-Mobile common stock.

Disclosure of Iranian Activities under Section 13(r) of the Exchange Act

Section 219 of the Iran Threat Reduction and the Syria Human Rights Act of 2012 added Section 13(r) to the Exchange Act. Section 13(r) requires an issuer to disclose in its annual or quarterly reports, as applicable, whether it or any of its affiliates knowingly engaged in certain activities, transactions or dealings relating to Iran or with designated natural persons or entities involved in terrorism or the proliferation of weapons of mass destruction. Disclosure is required even where the activities, transactions or dealings are conducted outside the U.S. by non-U.S. affiliates in compliance with applicable law, and whether or not the activities are sanctionable under U.S. law.

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As of the date of this report, we are not aware of any activity, transaction or dealing by us or any of our affiliates for the three months ended September 30, 2025, that requires disclosure in this report under Section 13(r) of the Exchange Act, except as set forth below with respect to affiliates or former affiliates that we do not control and that are our affiliates or former affiliates solely due to their common control with either DT or SoftBank. We have relied upon DT and SoftBank for information regarding their respective activities, transactions and dealings. On August 6, 2025, SoftBank ceased to be our affiliate.

DT, through certain of its non-U.S. subsidiaries, is party to roaming and interconnect agreements with the following mobile and fixed line telecommunication providers in Iran, some of which are or may be government-controlled entities: Irancell Telecommunications Services Company, Telecommunication Kish Company, Mobile Telecommunication Company of Iran, and Telecommunication Infrastructure Company of Iran. In addition, during the three months ended September 30, 2025, DT, through certain of its non-U.S. subsidiaries, provided basic telecommunications services to seven customers in Germany identified on the Specially Designated Nationals and Blocked Persons List maintained by the U.S. Department of Treasury’s Office of Foreign Assets Control: Bank Melli, Europäisch-Iranische Handelsbank, CPG Engineering & Commercial Services GmbH, Golgohar Trade and Technology GmbH, International Trade and Industrial Technology ITRITEC GmbH, The Airline of the Islamic Republic of Iran and Kara Industrial Trading GmbH. These services are in the process of being terminated, in particular by undertaking appropriate legal steps before German courts. For the three months ended September 30, 2025, gross revenues of all DT affiliates generated by roaming and interconnection traffic and telecommunications services with the Iranian parties identified herein were less than $0.1 million, and the estimated net profits were less than $0.1 million.

In addition, DT, through certain of its non-U.S. subsidiaries that operate a fixed-line network in their respective European home countries (in particular, Germany), provides telecommunications services in the ordinary course of business to the Embassy of Iran in those European countries. Gross revenues and net profits recorded from these activities for the three months ended September 30, 2025, were less than $0.1 million. We understand that DT intends to continue these activities.

Separately, SoftBank, through one of its non-U.S. subsidiaries, provides roaming services in Iran through Irancell Telecommunications Services Company. During the three months ended September 30, 2025, SoftBank had no gross revenues from such services, and no net profit was generated. We understand that the SoftBank subsidiary intends to continue such services. This subsidiary also provides telecommunications services in the ordinary course of business to accounts affiliated with the Embassy of Iran in Japan. During the three months ended September 30, 2025, SoftBank estimates that gross revenues and net profit generated by such services were both under $0.1 million. We understand that the SoftBank subsidiary is obligated under contract and intends to continue such services.

In addition, SoftBank, through one of its non-U.S. indirect subsidiaries, provides office supplies to the Embassy of Iran in Japan. SoftBank estimates that gross revenues and net profit generated by such services during the three months ended September 30, 2025, were both under $0.1 million. We understand that the SoftBank subsidiary intends to continue such activities.

Critical Accounting Estimates

Preparation of our condensed consolidated financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the reported amounts of certain assets, liabilities, revenues and expenses, as well as related disclosure of contingent assets and liabilities. There have been no material changes to the critical accounting policies and estimates as previously disclosed in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2024, and which are hereby incorporated by reference herein.

Accounting Pronouncements Not Yet Adopted

For information regarding recently issued accounting standards, see Note 1 – Summary of Significant Accounting Policies of the Notes to the Condensed Consolidated Financial Statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to economic risks in the normal course of business, primarily from changes in interest rates, including changes in investment yields and changes in spreads due to credit risk, foreign currency exchange rate fluctuations and other factors. These risks, along with other business risks, impact our cost of capital. Our policy is to manage exposure related to fluctuations in interest rates in order to manage capital costs, control financial risks and maintain financial flexibility over the long term. We have established interest rate risk limits that are closely monitored by measuring interest rate sensitivities of our debt portfolio. As of September 30, 2025, we have €4.8 billion outstanding in EUR-denominated Senior Notes, which are subject to foreign currency exchange rate fluctuations. We have entered into cross-currency swap agreements that qualify and have been
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designated as fair value hedges of our EUR-denominated debt, mitigating our exposure to foreign currency transaction gains and losses. We do not foresee significant changes in the strategies used to manage market risk in the near future.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to ensure information required to be disclosed in our periodic reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Our disclosure controls include the use of a Disclosure Committee that is comprised of representatives from our Accounting, Legal, Treasury, Technology, Risk Management, Government Affairs and Investor Relations functions and are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective, as of the end of the period covered by this Form 10-Q.

The certifications required by Section 302 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) are filed as Exhibits 31.1 and 31.2 to this Form 10-Q.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during our most recently completed fiscal quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

In the second quarter of 2025, we began implementation of a new global enterprise resource planning (“ERP”) system. The implementation is expected to occur in phases over the next several years and will replace many of our operating and financial systems. The ERP system is designed to accurately maintain our financial records, support integrated billing, supply chain and other operational functionality, facilitate data analysis and accelerate information reporting to our management team related to the operation of the business.

As the phased implementation of the new ERP system continues, we could have changes to our processes and procedures which, in turn, could result in changes to our internal control over financial reporting. As such changes occur, we will evaluate quarterly whether such changes materially affect our internal control over financial reporting.


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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

For more information regarding the legal proceedings in which we are involved, see Note 16 – Commitments and Contingencies of the Notes to the Condensed Consolidated Financial Statements.

Item 1A. Risk Factors

Other than the updated risk factors below, there have been no material changes in our risk factors as previously disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024.

We rely on highly skilled personnel throughout all levels of our business. Our business could be harmed if we are unable to retain or motivate key personnel, hire a sufficient number of qualified new personnel, or maintain our corporate culture.

Our future success depends in substantial part on our ability to attract, recruit, hire, motivate, develop, and retain talented personnel possessing the qualifications, experiences, capabilities and skills we need for all areas of our organization, including our CEO and members of our senior leadership team. Succession planning to ensure effective transfer of knowledge and a seamless transition when key personnel depart is also important to our long-term success. In September 2025, we announced that on November 1, 2025, G. Michael Sievert would retire as our Chief Executive Officer and continue to serve as Vice Chairman of the Company and Vice Chairman of our Board of Directors, and Srinivasan Gopalan would serve as our Chief Executive Officer. Our ability to execute our business strategies and retain key executives may be adversely affected by the transition. Additionally, as we continue to make significant investments in new technologies and new business areas, we are increasingly dependent on being able to hire and retain technically skilled employees, including those with expertise in AI and machine learning.

Both external factors, such as fluctuations in economic and industry conditions, changes in U.S. immigration policies, regulatory changes, political forces and the competitive landscape, and internal factors, such as employee tolerance for changes in our corporate culture, organizational changes, limited remote working opportunities, and our compensation programs, may impact our ability to effectively manage our workforce. Further, employee compensation and benefit costs may increase due to inflationary pressures, and if our compensation does not keep up with inflation or that of our competitors’, we may see increased employee dissatisfaction and departures or difficulty in recruiting new employees. If key employees depart or we are unable to recruit and integrate new employees successfully, our business could be negatively impacted.

Any acquisition, divestiture, investment, joint venture or merger may subject us to significant risks, any of which may harm our business.

We may pursue acquisitions of, investments in, or joint ventures or mergers with, other companies, or the acquisition of technologies, services, products or other assets that we believe would complement or expand our business. We may also elect to divest some of our assets to third parties. Some of these potential transactions could be significant relative to the size of our business and operations. Any such transaction would involve a number of risks and could present financial, managerial and operational challenges, including:

diversion of management attention from running our existing business;
increased costs to integrate the networks, spectrum, technology, personnel, customer base, distributors and business partners and business practices of the company involved in any such transaction with our business;
increased interest expense and leverage or limits on other uses of cash;
potential loss of talent during integration due to differences in culture, locations, or other factors;
difficulties in effectively integrating the financial, operational and sustainability systems of the business involved in any such transaction into (or supplanting such systems with) our financial, operational and sustainability reporting infrastructure and internal control framework in an effective and timely manner;
risks of entering markets in which the Company has no or limited experience and where competitors have stronger market positions;
to the extent any acquired business has any international operations, potential exposures to risks associated with maintaining and expanding such operations, including unfavorable and uncertain regulatory, political, economic, tax and labor conditions;
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potential exposure to material liabilities not discovered in the due diligence process or as a result of any litigation arising in connection with any such transaction;
significant transaction-related expenses in connection with any such transaction, whether consummated or not;
risks related to our ability to obtain any required regulatory approvals necessary to consummate any such transaction; and
any business, technology, service, or product involved in any such transaction may significantly under-perform relative to our expectations, and we may not achieve the benefits we expect from the transaction, which could, among other things, also result in a write-down of goodwill and other intangible assets associated with such transaction.

We formed joint ventures aimed at establishing a robust fiber broadband network that complements our fixed wireless services. Differences in views among the joint venture participants may result in delayed decisions or disputes. Operating through joint ventures in which we do not hold a majority ownership interest results in us having limited control over many decisions made with respect to the businesses of the joint ventures. We also cannot control the actions of our joint venture partners. These joint ventures may not be subject to the same requirements regarding internal controls and internal control over financial reporting that we follow. As a result, internal control problems may arise with respect to these joint ventures. Any of these risks could have a material adverse effect on our business, financial condition and results of operations and could also affect our reputation.

Additionally, in connection with our Sprint Merger and related transactions, including the acquisition by DISH Network Corporation (“DISH”) of certain prepaid wireless business (the “Prepaid Transaction”), we agreed to fulfill various government commitments (the “Government Commitments”), including, among others, extensive 5G network build-out, delivering high-speed wireless services to the vast majority of Americans and marketing our in-home fixed wireless product to households where spectrum capacity is sufficient, as well as commitments related to national security, pricing and availability of rate plans. These Government Commitments materially increased our compliance obligations and could result in additional expenses and/or penalties in the future. In connection with the Prepaid Transaction, we and DISH entered into certain arrangements, including a Master Network Services Agreement (the “MNSA”), pursuant to which we provide DISH, for a period of seven years, network services for certain end users and infrastructure mobile network operator services to assist in the access and integration of the DISH network.

Any failure to fulfill our obligations under the Government Commitments and the MNSA in a timely manner could result in substantial fines, penalties, or other legal and administrative actions, liabilities, and reputational harm.

Economic, political and market conditions may adversely affect our business, financial condition, and operating results.

Our business, financial condition, and operating results are affected by changes in general economic conditions, including interest rates, consumer credit conditions, consumer debt levels, consumer confidence, unemployment rates, economic growth, tariffs and trade restrictions, fluctuations in global currencies, immigration policies, energy costs, rates of inflation (or concerns about deflation), supply chain disruptions, impacts of current geopolitical conflict or instability, such as the Ukraine-Russia, Iran-Israel and Israel-Hamas wars and further escalations thereof, and other macroeconomic factors.

The wireless industry, broadly, is dependent on population growth, including growth in the immigrant population. As a result, we expect the wireless industry’s customer growth rate to be moderate in comparison with historical growth rates, leading to ongoing competition for customers. In addition, the Government Commitments place certain limitations on our ability to increase prices, which limits our ability to pass along growing costs to customers. Rising prices for goods, services, and labor due to inflation, including inflation resulting from higher tariffs, restrictions and other economic disincentives to trade, could adversely impact our margins and/or growth.

Our services and device financing plans are available to a broad customer base, a significant segment of which may be vulnerable to weak economic conditions, particularly our subprime customers. We may have greater difficulty in gaining new customers within this segment, and existing customers may be more likely to terminate service and default on device financing plans due to an inability to pay.

Weak economic and credit conditions may also adversely impact our suppliers, dealers, wholesale partners or MVNOs, and enterprise and government customers, some of which may file for bankruptcy, or may experience cash flow or liquidity problems, or may be unable to obtain or refinance credit such that they may no longer be able to operate. Any of these could adversely impact our ability to distribute, market, or sell our products and services.

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Changes to trade policies, including higher tariffs, restrictions and other economic disincentives to trade, may lead to operational delays, higher procurement and operational costs, and regulatory and compliance complexities, resulting in supply chain disruptions and higher prices and lower demand for devices and services we sell.

As a provider of telecommunications services, we depend on suppliers to provide us, directly or through other suppliers, with items such as equipment for our network, handsets, tablets, accessories, other mobile communication devices, other components and raw materials. Changes or proposed changes in U.S. or other countries’ trade policies that result in higher tariffs, restrictions and other economic disincentives to international trade may materially increase the costs we incur in developing, deploying and maintaining our network and offering products and services to our customers. A certain portion of the increased costs may be absorbed by certain suppliers, but some suppliers may struggle to absorb the increased costs, especially over the long term, potentially leading to supply disruptions or cost pass-throughs to us, which may lead to us increasing the prices we charge our customers. In addition, rapid changes in trade policies may negatively affect procurement timelines and supplier relationships and may introduce new compliance requirements. We may face potential delays in sourcing critical equipment due to customs clearance and supply chain bottlenecks, and material changes to cost structures could pressure our expenses and customer pricing.

Our attempts to mitigate potential disruptions to our supply chain and offset procurement and operational cost pressures, such as through alternative sourcing and/or increases in the selling prices of some of our products and services, may not be successful. Higher product or service prices for our customers may make it more difficult to attract new customers or cause increases in customer churn. Furthermore, we may not be able to offset any cost increases through productivity and cost-saving initiatives. To the extent that cost increases result in significant increases in our expenditures, or if our price increases are not sufficient to offset these increased costs adequately or in a timely manner, and/or if our revenues decrease, our business, financial condition or operating results may be adversely affected.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

The table below provides information regarding our share repurchases during the three months ended September 30, 2025:
(in millions, except share and per share amounts)Total Number of Shares PurchasedAverage Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or Programs
Approximate Dollar Value of Shares that may yet be Purchased Under the Plans or Programs (1)
July 1, 2025 - July 31, 20253,516,378 $235.10 3,516,378 $6,239 
August 1, 2025 - August 31, 20253,286,228 249.16 3,286,228 5,420 
September 1, 2025 - September 30, 20253,401,466 242.24 3,401,466 3,609 
Total10,204,072 10,204,072 
(1)    On December 13, 2024, we announced that our Board of Directors authorized a stockholder return program for up to $14.0 billion that will run through December 31, 2025. The amounts presented represent the remaining dollar amount authorized for purchase under the 2025 Stockholder Return Program, as applicable, as of the end of the period, which has been reduced by the amount of any cash dividends declared and paid by the Company.

See Note 13 – Stockholder Return Program of the Notes to the Condensed Consolidated Financial Statements for more information about our 2025 Stockholder Return Program.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

On August 7, 2025, Ulf Ewaldsson, the Company’s former President, Technology, adopted a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) to sell, subject to certain conditions (a) up to 7,500 shares of the Company’s common stock, and (b) all of the shares of the Company’s common stock he will acquire on February 15, 2026, upon the vesting of certain time-based restricted stock unit awards, up to a total of 14,868 shares. The duration of this trading plan is 270 days.

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Item 6. Exhibits
Incorporated by Reference
Exhibit No.Exhibit DescriptionFormDate of First FilingExhibit NumberFiled Herein
4.1
Twenty-Ninth Supplemental Indenture, dated as of August 5, 2025, by and among T-Mobile USA, Inc., the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee, relating to T-Mobile USA, Inc.’s 6.700% Senior Notes due 2033.
8-K8/5/20254.2
4.2
Thirtieth Supplemental Indenture, dated as of August 5, 2025, by and among T-Mobile USA, Inc., the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee, relating to T-Mobile USA, Inc.’s 6.250% Senior Notes due 2069.
8-K8/5/20254.3
4.3
Thirty-First Supplemental Indenture, dated as of August 5, 2025, by and among T-Mobile USA, Inc., the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee, relating to T-Mobile USA, Inc.’s 5.500% Senior Notes due March 2070.
8-K8/5/20254.4
4.4
Thirty-Second Supplemental Indenture, dated as of August 5, 2025, by and among T-Mobile USA, Inc., the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee, relating to T-Mobile USA, Inc.’s 5.500% Senior Notes due June 2070.
8-K8/5/20254.5
4.5
Thirty-Third Supplemental Indenture, dated as of August 11, 2025, by and among T-Mobile USA, Inc., the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee.
POSASR10/6/20254.9
4.6
Twenty-Sixth Supplemental Indenture, dated as of August 11, 2025, by and among T-Mobile USA, Inc., the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee.
X
4.7
Fifty-Second Supplemental Indenture, dated as of August 11, 2025, by and among T-Mobile USA, Inc., the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee.
X
10.1*
Amended and Restated Employment Agreement, dated as of September 19, 2025, by and between the Company and Srinivasan Gopalan.
X
10.2*
Amendment, dated as of September 19, 2025, to Amended and Restated Employment Agreement, dated as of March 9, 2023, by and between the Company and G. Michael Sievert.
X
10.3*
Amendment, dated as of September 19, 2025, to Compensation Term Sheet, dated as of September 12, 2024, by and between T-Mobile US, Inc. and Peter Osvaldik.
X
10.4*
Amendment, dated as of September 19, 2025, to Compensation Term Sheet, dated as of March 18, 2025, by and between T-Mobile US, Inc. and Michael J. Katz.
X
10.5
Guarantee Assumption Agreement, dated as of August 11, 2025, by and among Sprint Spectrum License Holder LLC, Sprint Spectrum License Holder II LLC, Sprint Spectrum License Holder III LLC and certain subsidiary guarantors.
X
22.1
Subsidiary Guarantors and Issuers of Guaranteed Securities.
X
31.1
Certifications of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
31.2
Certifications of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
32.1**
Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
32.2**
Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
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101.INSXBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCHXBRL Taxonomy Extension Schema Document.X
101.CALXBRL Taxonomy Extension Calculation Linkbase Document.X
101.DEFXBRL Taxonomy Extension Definition Linkbase Document.X
101.LABXBRL Taxonomy Extension Label Linkbase Document.X
101.PREXBRL Taxonomy Extension Presentation Linkbase.X
104Cover Page Interactive Data File (the cover page XBRL tags)

*Indicates a management contract or compensatory plan or arrangement.
**Furnished herein.
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

T-MOBILE US, INC.
October 23, 2025/s/ Peter Osvaldik
Peter Osvaldik
Executive Vice President and Chief Financial Officer
(Principal Financial Officer and Authorized Signatory)

72

FAQ

How did T-Mobile (TMUS) perform in Q3 2025?

Total revenue was $21,957 million, net income was $2,714 million, and diluted EPS was $2.41.

What were T-Mobile’s key cash flow figures for Q3 2025?

Operating cash flow was $7,457 million for the quarter and $21,296 million year-to-date.

What acquisitions did TMUS close in 2025?

It closed the UScellular Wireless Business deal with $2.8B cash and $1.7B note exchanges, acquired Vistar for $617M and Blis for $174M.

What shareholder returns did T-Mobile report?

Repurchases were $2,479M in Q3 and $7,528M YTD; dividends were $987M in Q3 and $2,986M YTD.

What is TMUS’s balance sheet position?

Cash and cash equivalents were $3,310M; long-term debt was $76,365M as of September 30, 2025.

How many TMUS shares were outstanding?

1,118,506,626 common shares were outstanding as of October 17, 2025.

Did TMUS record any notable charges in Q3 2025?

Yes, it recognized $278 million of impairment expense in the quarter.
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