Results
T-Mobile US Inc.
10/23/2025 | Press release | Distributed by Public on 10/23/2025 05:03
Quarterly Report for Quarter Ending September 30, 2025 (Form 10-Q)
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 1Aof 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;
•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 1of 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.
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 Combinationsof 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, | Change | Nine Months Ended September 30, | Change | |||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | $ | % | 2025 | 2024 | $ | % | ||||||||||||||||||||||||||||||||||||||||
| UScellular merger-related costs | |||||||||||||||||||||||||||||||||||||||||||||||
| Cost of services, exclusive of depreciation and amortization | $ | 7 | $ | - | $ | 7 | NM | $ | 7 | $ | - | $ | 7 | NM | |||||||||||||||||||||||||||||||||
| Cost of equipment sales, exclusive of depreciation and amortization | 2 | - | 2 | NM | 2 | - | 2 | NM | |||||||||||||||||||||||||||||||||||||||
| Selling, general and administrative | 64 | 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 | $ | 8 | $ | 34 | 425 | % | $ | 82 | $ | 8 | $ | 74 | 925 | % | |||||||||||||||||||||||||||||||
NM - Not meaningful
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 Combinationsof 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 Combinationsof 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
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 Combinationsof 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 Venturesof 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.
Results of Operations
Set forth below is a summary of our consolidated financial results:
| Three Months Ended September 30, | Change | Nine Months Ended September 30, | Change | ||||||||||||||||||||||||||||||||||||||||||||
| (in millions) | 2025 | 2024 | $ | % | 2025 | 2024 | $ | % | |||||||||||||||||||||||||||||||||||||||
| Revenues | |||||||||||||||||||||||||||||||||||||||||||||||
| Postpaid revenues | $ | 14,882 | $ | 13,308 | $ | 1,574 | 12 | % | $ | 42,554 | $ | 38,838 | $ | 3,716 | 10 | % | |||||||||||||||||||||||||||||||
| Prepaid revenues | 2,625 | 2,716 | (91) | (3) | % | 7,911 | 7,711 | 200 | 3 | % | |||||||||||||||||||||||||||||||||||||
| Wholesale and other service revenues | 734 | 701 | 33 | 5 | % | 2,139 | 2,701 | (562) | (21) | % | |||||||||||||||||||||||||||||||||||||
| Total service revenues | 18,241 | 16,725 | 1,516 | 9 | % | 52,604 | 49,250 | 3,354 | 7 | % | |||||||||||||||||||||||||||||||||||||
| Equipment revenues | 3,465 | 3,207 | 258 | 8 | % | 10,608 | 9,564 | 1,044 | 11 | % | |||||||||||||||||||||||||||||||||||||
| Other revenues | 251 | 230 | 21 | 9 | % | 763 | 714 | 49 | 7 | % | |||||||||||||||||||||||||||||||||||||
| Total revenues | 21,957 | 20,162 | 1,795 | 9 | % | 63,975 | 59,528 | 4,447 | 7 | % | |||||||||||||||||||||||||||||||||||||
| Operating expenses | |||||||||||||||||||||||||||||||||||||||||||||||
| Cost of services, exclusive of depreciation and amortization shown separately below | 2,873 | 2,722 | 151 | 6 | % | 8,192 | 8,074 | 118 | 1 | % | |||||||||||||||||||||||||||||||||||||
| Cost of equipment sales, exclusive of depreciation and amortization shown separately below | 4,853 | 4,307 | 546 | 13 | % | 14,310 | 12,794 | 1,516 | 12 | % | |||||||||||||||||||||||||||||||||||||
| Selling, general and administrative | 6,015 | 5,186 | 829 | 16 | % | 16,900 | 15,466 | 1,434 | 9 | % | |||||||||||||||||||||||||||||||||||||
| Impairment expense | 278 | - | 278 | NM | 278 | - | 278 | NM | |||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 3,408 | 3,151 | 257 | 8 | % | 9,752 | 9,770 | (18) | - | % | |||||||||||||||||||||||||||||||||||||
| Total operating expenses | 17,427 | 15,366 | 2,061 | 13 | % | 49,432 | 46,104 | 3,328 | 7 | % | |||||||||||||||||||||||||||||||||||||
| Operating income | 4,530 | 4,796 | (266) | (6) | % | 14,543 | 13,424 | 1,119 | 8 | % | |||||||||||||||||||||||||||||||||||||
| Other expense, net | |||||||||||||||||||||||||||||||||||||||||||||||
| Interest expense, net | (924) | (836) | (88) | 11 | % | (2,762) | (2,570) | (192) | 7 | % | |||||||||||||||||||||||||||||||||||||
| Other (expense) income, net | (78) | 7 | (85) | NM | (135) | 19 | (154) | (811) | % | ||||||||||||||||||||||||||||||||||||||
| Total other expense, net | (1,002) | (829) | (173) | 21 | % | (2,897) | (2,551) | (346) | 14 | % | |||||||||||||||||||||||||||||||||||||
| Income before income taxes | 3,528 | 3,967 | (439) | (11) | % | 11,646 | 10,873 | 773 | 7 | % | |||||||||||||||||||||||||||||||||||||
| 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 | 6 | % | |||||||||||||||||||||||||||||||
| 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 | 5 | % | $ | 25,490 | $ | 23,948 | $ | 1,542 | 6 | % | |||||||||||||||||||||||||||||||
| Core Adjusted EBITDA | 8,680 | 8,222 | 458 | 6 | % | 25,479 | 23,866 | 1,613 | 7 | % | |||||||||||||||||||||||||||||||||||||
| Adjusted Free Cash Flow | 4,818 | 5,162 | (344) | (7) | % | 13,810 | 12,948 | 862 | 7 | % | |||||||||||||||||||||||||||||||||||||
NM - Not meaningful
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 revenuesdecreased $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 revenuesincreased $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 revenuesincreased $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.
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 expensesincreased $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
•Adecrease 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 administrativeexpenses 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.
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 gainrecognized 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 gainrecognized 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 amortizationincreased $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, netincreased $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 expensedecreased $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.
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, 2025 | December 31, 2024 | |||||||||
| Current assets | $ | 19,440 | $ | 16,741 | |||||||
| Noncurrent assets | 179,607 | 179,335 | |||||||||
| Current liabilities | 22,579 | 18,279 | |||||||||
| Noncurrent liabilities | 128,774 | 122,934 | |||||||||
| Due to non-guarantors | 1,387 | 1,507 | |||||||||
| Due to related parties | 2,133 | 2,098 | |||||||||
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 income | 12,066 | 14,463 | |||||||||
| Net income | 6,991 | 8,360 | |||||||||
| Revenue from non-guarantors | 2,033 | 2,619 | |||||||||
| Operating expenses to non-guarantors | 1,860 | 2,481 | |||||||||
| Other income (expense) to non-guarantors | 9 | (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, 2025 | December 31, 2024 | |||||||||
| Current assets | $ | 10,366 | $ | 10,970 | |||||||
| Noncurrent assets | 18,971 | 14,734 | |||||||||
| Current liabilities | 16,482 | 12,683 | |||||||||
| Noncurrent liabilities | 100,734 | 96,145 | |||||||||
|
Due to non-guarantors (1)
|
20,420 | 21,371 | |||||||||
| Due to related parties | 2,133 | 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, 2025 | December 31, 2024 | |||||||||
| Current assets | $ | 10,366 | $ | 10,970 | |||||||
| Noncurrent assets | 18,971 | 14,734 | |||||||||
| Current liabilities | 16,553 | 12,756 | |||||||||
| Noncurrent liabilities | 96,848 | 92,278 | |||||||||
|
Due to non-guarantors (1)
|
11,431 | 12,318 | |||||||||
| Due to related parties | 2,133 | 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) | |||||||||
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) | 2025 | 2024 | # | % | |||||||||||||||||||
|
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, | Change | Nine Months Ended September 30, | Change | ||||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | 2025 | 2024 | # | % | 2025 | 2024 | # | % | |||||||||||||||||||||||||||||||||||||||
| Postpaid net account additions | 396 | 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.
The following table sets forth the number of ending customers:
| As of September 30, | Change | ||||||||||||||||||||||
| (in thousands) | 2025 | 2024 | # | % | |||||||||||||||||||
| Customers, end of period | |||||||||||||||||||||||
|
Postpaid phone customers (1)
|
84,632 | 78,110 | 6,522 | 8 | % | ||||||||||||||||||
|
Postpaid other customers(1) (2) (3)
|
29,431 | 24,075 | 5,356 | 22 | % | ||||||||||||||||||
| Total postpaid customers | 114,063 | 102,185 | 11,878 | 12 | % | ||||||||||||||||||
|
Prepaid customers (1) (4)
|
25,886 | 25,307 | 579 | 2 | % | ||||||||||||||||||
| Total customers | 139,949 | 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, | Change | Nine Months Ended September 30, | Change | ||||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | 2025 | 2024 | # | % | 2025 | 2024 | # | % | |||||||||||||||||||||||||||||||||||||||
| Net customer additions | |||||||||||||||||||||||||||||||||||||||||||||||
| Postpaid phone customers | 1,007 | 865 | 142 | 16 | % | 2,332 | 2,174 | 158 | 7 | % | |||||||||||||||||||||||||||||||||||||
| Postpaid other customers | 1,340 | 710 | 630 | 89 | % | 3,084 | 1,959 | 1,125 | 57 | % | |||||||||||||||||||||||||||||||||||||
| Total postpaid customers | 2,347 | 1,575 | 772 | 49 | % | 5,416 | 4,133 | 1,283 | 31 | % | |||||||||||||||||||||||||||||||||||||
| Prepaid customers | 43 | 24 | 19 | 79 | % | 127 | 155 | (28) | (18) | % | |||||||||||||||||||||||||||||||||||||
| Total net customer additions | 2,390 | 1,599 | 791 | 49 | % | 5,543 | 4,288 | 1,255 | 29 | % | |||||||||||||||||||||||||||||||||||||
|
Adjustments to customers (1) (2) (3) (4)
|
4,781 | - | 4,781 | NM | 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.
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.
•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, | Change | Nine Months Ended September 30, | Change | ||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||||
| Postpaid phone churn | 0.89 | % | 0.86 | % | 3 bps | 0.90 | % | 0.84 | % | 6 bps | |||||||||||||||||||||||||
| Prepaid churn | 2.77 | % | 2.78 | % | -1 bps | 2.70 | % | 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
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, | Change | Nine Months Ended September 30, | Change | |||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | $ | % | 2025 | 2024 | $ | % | ||||||||||||||||||||||||||||||||||||||||
| Postpaid ARPA | $ | 149.44 | $ | 145.60 | $ | 3.84 | 3 | % | $ | 148.54 | $ | 143.02 | $ | 5.52 | 4 | % | |||||||||||||||||||||||||||||||
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, | Change | Nine Months Ended September 30, | Change | |||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | $ | % | 2025 | 2024 | $ | % | ||||||||||||||||||||||||||||||||||||||||
| Postpaid phone ARPU | $ | 50.71 | $ | 49.79 | $ | 0.92 | 2 | % | $ | 50.25 | $ | 49.22 | $ | 1.03 | 2 | % | |||||||||||||||||||||||||||||||
| Prepaid ARPU | 33.93 | 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.
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.
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, | Change | Nine Months Ended September 30, | Change | ||||||||||||||||||||||||||||||||||||||||||||
| (in millions, except percentages) | 2025 | 2024 | $ | % | 2025 | 2024 | $ | % | |||||||||||||||||||||||||||||||||||||||
| Net income | $ | 2,714 | $ | 3,059 | $ | (345) | (11) | % | $ | 8,889 | $ | 8,358 | $ | 531 | 6 | % | |||||||||||||||||||||||||||||||
| Adjustments: | |||||||||||||||||||||||||||||||||||||||||||||||
| Interest expense, net | 924 | 836 | 88 | 11 | % | 2,762 | 2,570 | 192 | 7 | % | |||||||||||||||||||||||||||||||||||||
| Other expense (income), net | 78 | (7) | 85 | (1,214) | % | 135 | (19) | 154 | (811) | % | |||||||||||||||||||||||||||||||||||||
| Income tax expense | 814 | 908 | (94) | (10) | % | 2,757 | 2,515 | 242 | 10 | % | |||||||||||||||||||||||||||||||||||||
| Operating income | 4,530 | 4,796 | (266) | (6) | % | 14,543 | 13,424 | 1,119 | 8 | % | |||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 3,408 | 3,151 | 257 | 8 | % | 9,752 | 9,770 | (18) | - | % | |||||||||||||||||||||||||||||||||||||
|
Stock-based compensation (1)
|
217 | 143 | 74 | 52 | % | 563 | 430 | 133 | 31 | % | |||||||||||||||||||||||||||||||||||||
| Merger-related costs, net | 73 | 16 | 57 | 356 | % | 120 | 137 | (17) | (12) | % | |||||||||||||||||||||||||||||||||||||
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Legal-related expenses, net (3)
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8 | 1 | 7 | 700 | % | 10 | 16 | (6) | (38) | % | |||||||||||||||||||||||||||||||||||||
| Impairment expense | 278 | - | 278 | NM | 278 | - | 278 | NM | |||||||||||||||||||||||||||||||||||||||
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Other, net (4)
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170 | 136 | 34 | 25 | % | 224 | 171 | 53 | 31 | % | |||||||||||||||||||||||||||||||||||||
| Adjusted EBITDA | 8,684 | 8,243 | 441 | 5 | % | 25,490 | 23,948 | 1,542 | 6 | % | |||||||||||||||||||||||||||||||||||||
| Lease revenues | (4) | (21) | 17 | (81) | % | (11) | (82) | 71 | (87) | % | |||||||||||||||||||||||||||||||||||||
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Core Adjusted EBITDA
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$ | 8,680 | $ | 8,222 | $ | 458 | 6 | % | $ | 25,479 | $ | 23,866 | $ | 1,613 | 7 | % | |||||||||||||||||||||||||||||||
| Net income margin (Net income divided by Service revenues) | 15 | % | 18 | % | -300 bps | 17 | % | 17 | % | - bps | |||||||||||||||||||||||||||||||||||||
| Adjusted EBITDA margin (Adjusted EBITDA divided by Service revenues) | 48 | % | 49 | % | -100 bps | 48 | % | 49 | % | -100 bps | |||||||||||||||||||||||||||||||||||||
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Core Adjusted EBITDA margin (Core Adjusted EBITDA divided by Service revenues)
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48 | % | 49 | % | -100 bps | 48 | % | 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;
•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, | Change | Nine Months Ended September 30, | Change | ||||||||||||||||||||||||||||||||||||||||||||
| (in millions) | 2025 | 2024 | $ | % | 2025 | 2024 | $ | % | |||||||||||||||||||||||||||||||||||||||
| 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.
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 3 - Joint 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 billionin Purchases of property and equipment, including capitalized interest, from the continued build-out of our nationwide 5G network;
•$4.1 billionin 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 billionin 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.
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, | Change | Nine Months Ended September 30, | Change | ||||||||||||||||||||||||||||||||||||||||||||
| (in millions, except percentages) | 2025 | 2024 | $ | % | 2025 | 2024 | $ | % | |||||||||||||||||||||||||||||||||||||||
| 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 | 7 | % | |||||||||||||||||||||||||||||||
| Net cash provided by operating activities margin (Net cash provided by operating activities divided by Service revenues) | 41 | % | 37 | % | 400 bps | 40 | % | 34 | % | 600 bps | |||||||||||||||||||||||||||||||||||||
| Adjusted Free Cash Flow margin (Adjusted Free Cash Flow divided by Service revenues) | 26 | % | 31 | % | -500 bps | 26 | % | 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.
•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 Receivablesof 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 - Debtof 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
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 Combinationsof the Notes to the Condensed Consolidated Financial Statements.
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 Combinationsof 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 Combinationsof 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 Venturesof 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 Venturesof 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 Combinationsof 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 Receivablesof the Notes to the Condensed Consolidated Financial Statements.
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.
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 Venturesand Note 7 - Goodwill, Spectrum License Transactions and Other Intangible Assetsfor 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 Programof 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.
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 Policiesof the Notes to the Condensed Consolidated Financial Statements.
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