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Safe & Green Holdings Corp. (Nasdaq: SGBX) has called a virtual special meeting for 25 Aug 2025 to seek shareholder approval on three key items:
- Proposal 1 鈥� Reverse Stock Split: Board discretion to combine shares at any ratio between 1-for-10 and 1-for-100 within one year. Main objective is to lift the bid price above Nasdaq鈥檚 US$1.00 minimum after two deficiency notices and a Hearing Panel deadline of 28 Aug 2025.
- Proposal 2 鈥� Issuance of Series B Preferred Conversion Shares: Approval under Nasdaq Rule 5635(d) to issue all common shares underlying 60,000 newly issued Series B convertible preferred shares obtained via a warrant-for-preferred exchange completed 17 Jul 2025. Conversion price is US$0.392 per share but is capped at 19.99 % of outstanding common stock until shareholder consent is obtained.
- Proposal 3 鈥� Adjournment: Authority to adjourn the meeting to solicit additional proxies if needed.
The record date is 11 Jul 2025 with 10,120,651 common shares outstanding. A quorum requires one-third of voting power. The board recommends voting FOR all proposals. Failure to effect the reverse split and regain compliance could lead to delisting; conversely, approval would give management flexibility to meet Nasdaq conditions but may increase dilution and market volatility for existing investors.
Safe & Green Holdings Corp. (Nasdaq: SGBX) ha convocato un'assemblea speciale virtuale per il 25 agosto 2025 per ottenere l'approvazione degli azionisti su tre punti chiave:
- Proposta 1 鈥� Raggruppamento azionario inverso: Facolt脿 del consiglio di amministrazione di combinare le azioni con un rapporto compreso tra 1-per-10 e 1-per-100 entro un anno. L'obiettivo principale 猫 aumentare il prezzo di offerta oltre il minimo di 1,00 USD richiesto da Nasdaq, dopo due avvisi di inadempienza e una scadenza del Hearing Panel fissata per il 28 agosto 2025.
- Proposta 2 鈥� Emissione di azioni convertibili di Serie B: Approvazione ai sensi della Regola Nasdaq 5635(d) per emettere tutte le azioni ordinarie sottostanti 60.000 nuove azioni preferenziali convertibili di Serie B ottenute tramite uno scambio warrant-per-preferite completato il 17 luglio 2025. Il prezzo di conversione 猫 di 0,392 USD per azione, ma 猫 limitato al 19,99% del capitale ordinario in circolazione fino all'ottenimento del consenso degli azionisti.
- Proposta 3 鈥� Rinviare l'assemblea: Autorizzazione a rinviare la riunione per raccogliere ulteriori deleghe, se necessario.
La data di registrazione 猫 l'11 luglio 2025, con 10.120.651 azioni ordinarie in circolazione. Il quorum richiede un terzo del potere di voto. Il consiglio raccomanda di votare A FAVORE di tutte le proposte. Il mancato effetto del raggruppamento azionario inverso e il mancato recupero della conformit脿 potrebbero portare alla cancellazione dalla quotazione; al contrario, l'approvazione fornirebbe alla direzione la flessibilit脿 necessaria per soddisfare le condizioni di Nasdaq, ma potrebbe aumentare la diluizione e la volatilit脿 di mercato per gli investitori attuali.
Safe & Green Holdings Corp. (Nasdaq: SGBX) ha convocado una reuni贸n especial virtual para el 25 de agosto de 2025 con el fin de obtener la aprobaci贸n de los accionistas sobre tres puntos clave:
- Propuesta 1 鈥� Divisi贸n inversa de acciones: Discreci贸n del consejo para combinar acciones en cualquier proporci贸n entre 1 por 10 y 1 por 100 dentro de un a帽o. El objetivo principal es elevar el precio de oferta por encima del m铆nimo de US$1.00 exigido por Nasdaq tras dos avisos de incumplimiento y una fecha l铆mite del Panel de Audiencia para el 28 de agosto de 2025.
- Propuesta 2 鈥� Emisi贸n de acciones preferentes convertibles Serie B: Aprobaci贸n bajo la Regla Nasdaq 5635(d) para emitir todas las acciones comunes subyacentes a 60,000 nuevas acciones preferentes convertibles Serie B obtenidas mediante un intercambio de warrants por preferentes completado el 17 de julio de 2025. El precio de conversi贸n es de US$0.392 por acci贸n, pero est谩 limitado al 19.99 % del capital com煤n en circulaci贸n hasta obtener el consentimiento de los accionistas.
- Propuesta 3 鈥� Aplazamiento: Autoridad para aplazar la reuni贸n y solicitar m谩s poderes si es necesario.
La fecha de registro es el 11 de julio de 2025, con 10,120,651 acciones comunes en circulaci贸n. Se requiere un qu贸rum de un tercio del poder de voto. El consejo recomienda votar A FAVOR de todas las propuestas. No llevar a cabo la divisi贸n inversa y recuperar el cumplimiento podr铆a resultar en la exclusi贸n de la cotizaci贸n; por el contrario, la aprobaci贸n dar铆a a la gerencia flexibilidad para cumplir con las condiciones de Nasdaq, pero podr铆a aumentar la diluci贸n y la volatilidad del mercado para los inversores actuales.
Safe & Green Holdings Corp. (雮橃姢雼�: SGBX)電� 2025雲� 8鞗� 25鞚� 臧�靸� 鞛勳嫓 欤检＜齑濏殞毳� 靻岇頃橃棳 欤检＜ 鞀轨澑鞚� 氚涥碃鞛� 頃╇媹雼�. 欤检殧 鞎堦贝鞚� 靹� 臧�歆�鞛呺媹雼�:
- 鞎堦贝 1 鈥� 欤检嫕 氤戫暕(鞐硲頃�): 鞚挫偓須岅皜 1雽� 10鞐愳劀 1雽� 100 牍勳湪 靷澊鞐愳劀 1雲� 鞚措偞鞐� 欤检嫕鞚� 氤戫暕頃� 靾� 鞛堧姅 鞛焿甓�. 欤检殧 氇╈爜鞚� 霊� 彀鞚� 攵堨澊頄� 韱奠鞕� 2025雲� 8鞗� 28鞚� 觳須� 韺剱 毵堦皭鞚� 鞚错泟 雮橃姢雼レ潣 斓滌唽 1.00雼煬 鞚挫儊鞚� 鞛呾鞍臧�毳� 須岆车頃橂姅 瓴冹瀰雼堧嫟.
- 鞎堦贝 2 鈥� 鞁滊Μ歃� B 鞝勴櫂 鞖办劆欤� 氚滍枆: 2025雲� 7鞗� 17鞚� 鞕勲霅� 鞗岆煱韸� 雽� 鞖办劆欤� 甑愴櫂鞚� 韱淀暣 旆摑頃� 60,000欤检潣 鞁犼窚 鞁滊Μ歃� B 鞝勴櫂 鞖办劆欤检棎 雽�頃� 氇摖 氤错喌欤� 氚滍枆鞚� 雮橃姢雼� 攴滌箼 5635(d)鞐� 霐半澕 鞀轨澑氚涬姅 鞎堦贝鞛呺媹雼�. 鞝勴櫂 臧�瓴╈潃 欤茧嫻 0.392雼煬鞚措┌, 欤检＜ 霃欖潣臧� 鞛堦赴 鞝勱箤歆�電� 氚滍枆 欤检嫕 齑濎垬鞚� 19.99%搿� 鞝滍暅霅╇媹雼�.
- 鞎堦贝 3 鈥� 須岇潣 鞐瓣赴: 頃勳殧頃� 瓴届毎 於旉皜 鞙勳瀯鞛レ潉 氚涥赴 鞙勴暣 須岇潣毳� 鞐瓣赴頃� 靾� 鞛堧姅 甓岉暅 攵�鞐�.
旮办鞚检潃 2025雲� 7鞗� 11鞚检澊氅�, 氚滍枆霅� 氤错喌欤茧姅 10,120,651欤检瀰雼堧嫟. 鞚橃偓鞝曥”靾橂姅 鞚橁舶甓岇潣 3攵勳潣 1鞛呺媹雼�. 鞚挫偓須岆姅 氇摖 鞎堦贝鞐� 雽�頃� 彀劚 韴憸毳� 甓岅碃頃╇媹雼�. 鞐硲頃╈潉 鞁滍枆頃橃 氇豁晿瓿� 攴滌爼 欷�靾橂ゼ 須岆车頃橃 氇豁晿氅� 靸侅灔 韽愳搿� 鞚挫柎歆� 靾� 鞛堨溂雮�, 鞀轨澑霅� 瓴届毎 雮橃姢雼� 臁瓣贝鞚� 於╈”頃� 靾� 鞛堧姅 瓴届榿歆勳潣 鞙犾棸靹膘潉 鞝滉车頃橃毵� 旮办〈 韴瀽鞛愲摛鞐愱矊電� 頋劃瓿� 鞁滌灔 氤�霃欖劚鞚� 歃濌皜頃� 靾� 鞛堨姷雼堧嫟.
Safe & Green Holdings Corp. (Nasdaq : SGBX) a convoqu茅 une assembl茅e sp茅ciale virtuelle le 25 ao没t 2025 afin d'obtenir l'approbation des actionnaires sur trois points cl茅s :
- Proposition 1 鈥� Fractionnement invers茅 des actions : Pouvoir du conseil d'administration de regrouper les actions 脿 un ratio compris entre 1 pour 10 et 1 pour 100 dans un d茅lai d'un an. L'objectif principal est de faire remonter le prix de l'offre au-dessus du minimum de 1,00 $ US requis par Nasdaq, apr猫s deux avis de non-conformit茅 et une date limite fix茅e par le Hearing Panel au 28 ao没t 2025.
- Proposition 2 鈥� 脡mission d'actions privil茅gi茅es convertibles de S茅rie B : Approbation conform茅ment 脿 la r猫gle Nasdaq 5635(d) pour 茅mettre toutes les actions ordinaires sous-jacentes 脿 60 000 nouvelles actions privil茅gi茅es convertibles de S茅rie B obtenues via un 茅change de bons de souscription contre actions privil茅gi茅es r茅alis茅 le 17 juillet 2025. Le prix de conversion est de 0,392 $ US par action, mais est plafonn茅 脿 19,99 % du capital ordinaire en circulation jusqu'脿 l'obtention du consentement des actionnaires.
- Proposition 3 鈥� Ajournement : Autorisation de reporter la r茅union afin de solliciter des procurations suppl茅mentaires si n茅cessaire.
La date d'enregistrement est fix茅e au 11 juillet 2025, avec 10 120 651 actions ordinaires en circulation. Le quorum requiert un tiers du pouvoir de vote. Le conseil recommande de voter POUR toutes les propositions. Le non-respect du fractionnement invers茅 et le d茅faut de r茅tablir la conformit茅 pourraient entra卯ner une radiation ; en revanche, l'approbation offrirait 脿 la direction la flexibilit茅 n茅cessaire pour satisfaire aux conditions de Nasdaq, mais pourrait accro卯tre la dilution et la volatilit茅 du march茅 pour les investisseurs actuels.
Safe & Green Holdings Corp. (Nasdaq: SGBX) hat f眉r den 25. August 2025 eine virtuelle Sonderversammlung einberufen, um die Zustimmung der Aktion盲re zu drei wichtigen Punkten einzuholen:
- Vorschlag 1 鈥� Reverse Stock Split: Der Vorstand erh盲lt die Befugnis, Aktien innerhalb eines Jahres im Verh盲ltnis zwischen 1:10 und 1:100 zusammenzulegen. Hauptziel ist es, den Kurs 眉ber das Nasdaq-Mindestgebot von 1,00 US-Dollar zu heben, nachdem zwei Verwarnungen ausgesprochen wurden und eine Frist des Hearing Panels am 28. August 2025 endet.
- Vorschlag 2 鈥� Ausgabe von Series B Preferred Conversion Shares: Genehmigung gem盲脽 Nasdaq-Regel 5635(d) zur Ausgabe aller Stammaktien, die den 60.000 neu ausgegebenen, wandelbaren Series B-Vorzugsaktien zugrunde liegen, welche durch einen am 17. Juli 2025 abgeschlossenen Warrant-f眉r-Vorzugsaktien-Tausch erworben wurden. Der Wandlungspreis betr盲gt 0,392 US-Dollar pro Aktie, ist jedoch auf 19,99 % des ausstehenden Stammkapitals begrenzt, bis die Zustimmung der Aktion盲re vorliegt.
- Vorschlag 3 鈥� Vertagung: Befugnis, die Versammlung bei Bedarf zu vertagen, um weitere Vollmachten einzuholen.
Der Stichtag ist der 11. Juli 2025, mit 10.120.651 ausstehenden Stammaktien. F眉r das Quorum ist ein Drittel der Stimmrechte erforderlich. Der Vorstand empfiehlt, allen Vorschl盲gen ZUZUSTIMMEN. Ein Scheitern der Umsetzung des Reverse Splits und der Wiederherstellung der Compliance k枚nnte zur Delistung f眉hren; eine Zustimmung w眉rde dem Management hingegen Flexibilit盲t geben, die Nasdaq-Anforderungen zu erf眉llen, k枚nnte aber die Verw盲sserung und die Marktvolatilit盲t f眉r bestehende Anleger erh枚hen.
Positive
- Nasdaq extension secured to 28 Aug 2025, giving the company a clear compliance timeline.
- Exchange of warrants for Series B preferred removes warrant overhang and locks a fixed US$0.392 conversion price.
- Virtual meeting format allows full shareholder participation and lowers logistical costs.
Negative
- Potential 1-for-100 reverse split highlights significant share-price weakness and may harm investor perception.
- Dilution risk: Series B preferred could exceed 19.99 % of outstanding shares once approved.
- Delisting threat remains if bid price does not stay above US$1.00 for 10 consecutive days post-split.
- Wide split ratio discretion gives board broad authority with limited shareholder control over exact ratio.
Insights
TL;DR: Reverse split seeks Nasdaq compliance; new Series B preferred adds dilution risk. Net impact skews negative pending execution.
Impact assessment: The filing is impactful. SGBX must raise its bid price and obtain shareholder approval for potentially >20 % dilution within six weeks of the meeting or face delisting. Granting a 1-for-10 to 1-for-100 reverse split range signals severe price weakness; the wider the ratio selected, the stronger the negative market signal. While replacing warrants with convertible preferred simplifies the capital stack and removes warrant overhang, the low US$0.392 conversion price could flood the market with up to c.15 m new shares post-split, eroding existing ownership. Approval would give the board tools to maintain listing, preserve institutional and retail trading liquidity and possibly lower financing costs; rejection heightens delisting and liquidity risks. Overall risk-reward tilts negative until management demonstrates compliance without excessive dilution.
Safe & Green Holdings Corp. (Nasdaq: SGBX) ha convocato un'assemblea speciale virtuale per il 25 agosto 2025 per ottenere l'approvazione degli azionisti su tre punti chiave:
- Proposta 1 鈥� Raggruppamento azionario inverso: Facolt脿 del consiglio di amministrazione di combinare le azioni con un rapporto compreso tra 1-per-10 e 1-per-100 entro un anno. L'obiettivo principale 猫 aumentare il prezzo di offerta oltre il minimo di 1,00 USD richiesto da Nasdaq, dopo due avvisi di inadempienza e una scadenza del Hearing Panel fissata per il 28 agosto 2025.
- Proposta 2 鈥� Emissione di azioni convertibili di Serie B: Approvazione ai sensi della Regola Nasdaq 5635(d) per emettere tutte le azioni ordinarie sottostanti 60.000 nuove azioni preferenziali convertibili di Serie B ottenute tramite uno scambio warrant-per-preferite completato il 17 luglio 2025. Il prezzo di conversione 猫 di 0,392 USD per azione, ma 猫 limitato al 19,99% del capitale ordinario in circolazione fino all'ottenimento del consenso degli azionisti.
- Proposta 3 鈥� Rinviare l'assemblea: Autorizzazione a rinviare la riunione per raccogliere ulteriori deleghe, se necessario.
La data di registrazione 猫 l'11 luglio 2025, con 10.120.651 azioni ordinarie in circolazione. Il quorum richiede un terzo del potere di voto. Il consiglio raccomanda di votare A FAVORE di tutte le proposte. Il mancato effetto del raggruppamento azionario inverso e il mancato recupero della conformit脿 potrebbero portare alla cancellazione dalla quotazione; al contrario, l'approvazione fornirebbe alla direzione la flessibilit脿 necessaria per soddisfare le condizioni di Nasdaq, ma potrebbe aumentare la diluizione e la volatilit脿 di mercato per gli investitori attuali.
Safe & Green Holdings Corp. (Nasdaq: SGBX) ha convocado una reuni贸n especial virtual para el 25 de agosto de 2025 con el fin de obtener la aprobaci贸n de los accionistas sobre tres puntos clave:
- Propuesta 1 鈥� Divisi贸n inversa de acciones: Discreci贸n del consejo para combinar acciones en cualquier proporci贸n entre 1 por 10 y 1 por 100 dentro de un a帽o. El objetivo principal es elevar el precio de oferta por encima del m铆nimo de US$1.00 exigido por Nasdaq tras dos avisos de incumplimiento y una fecha l铆mite del Panel de Audiencia para el 28 de agosto de 2025.
- Propuesta 2 鈥� Emisi贸n de acciones preferentes convertibles Serie B: Aprobaci贸n bajo la Regla Nasdaq 5635(d) para emitir todas las acciones comunes subyacentes a 60,000 nuevas acciones preferentes convertibles Serie B obtenidas mediante un intercambio de warrants por preferentes completado el 17 de julio de 2025. El precio de conversi贸n es de US$0.392 por acci贸n, pero est谩 limitado al 19.99 % del capital com煤n en circulaci贸n hasta obtener el consentimiento de los accionistas.
- Propuesta 3 鈥� Aplazamiento: Autoridad para aplazar la reuni贸n y solicitar m谩s poderes si es necesario.
La fecha de registro es el 11 de julio de 2025, con 10,120,651 acciones comunes en circulaci贸n. Se requiere un qu贸rum de un tercio del poder de voto. El consejo recomienda votar A FAVOR de todas las propuestas. No llevar a cabo la divisi贸n inversa y recuperar el cumplimiento podr铆a resultar en la exclusi贸n de la cotizaci贸n; por el contrario, la aprobaci贸n dar铆a a la gerencia flexibilidad para cumplir con las condiciones de Nasdaq, pero podr铆a aumentar la diluci贸n y la volatilidad del mercado para los inversores actuales.
Safe & Green Holdings Corp. (雮橃姢雼�: SGBX)電� 2025雲� 8鞗� 25鞚� 臧�靸� 鞛勳嫓 欤检＜齑濏殞毳� 靻岇頃橃棳 欤检＜ 鞀轨澑鞚� 氚涥碃鞛� 頃╇媹雼�. 欤检殧 鞎堦贝鞚� 靹� 臧�歆�鞛呺媹雼�:
- 鞎堦贝 1 鈥� 欤检嫕 氤戫暕(鞐硲頃�): 鞚挫偓須岅皜 1雽� 10鞐愳劀 1雽� 100 牍勳湪 靷澊鞐愳劀 1雲� 鞚措偞鞐� 欤检嫕鞚� 氤戫暕頃� 靾� 鞛堧姅 鞛焿甓�. 欤检殧 氇╈爜鞚� 霊� 彀鞚� 攵堨澊頄� 韱奠鞕� 2025雲� 8鞗� 28鞚� 觳須� 韺剱 毵堦皭鞚� 鞚错泟 雮橃姢雼レ潣 斓滌唽 1.00雼煬 鞚挫儊鞚� 鞛呾鞍臧�毳� 須岆车頃橂姅 瓴冹瀰雼堧嫟.
- 鞎堦贝 2 鈥� 鞁滊Μ歃� B 鞝勴櫂 鞖办劆欤� 氚滍枆: 2025雲� 7鞗� 17鞚� 鞕勲霅� 鞗岆煱韸� 雽� 鞖办劆欤� 甑愴櫂鞚� 韱淀暣 旆摑頃� 60,000欤检潣 鞁犼窚 鞁滊Μ歃� B 鞝勴櫂 鞖办劆欤检棎 雽�頃� 氇摖 氤错喌欤� 氚滍枆鞚� 雮橃姢雼� 攴滌箼 5635(d)鞐� 霐半澕 鞀轨澑氚涬姅 鞎堦贝鞛呺媹雼�. 鞝勴櫂 臧�瓴╈潃 欤茧嫻 0.392雼煬鞚措┌, 欤检＜ 霃欖潣臧� 鞛堦赴 鞝勱箤歆�電� 氚滍枆 欤检嫕 齑濎垬鞚� 19.99%搿� 鞝滍暅霅╇媹雼�.
- 鞎堦贝 3 鈥� 須岇潣 鞐瓣赴: 頃勳殧頃� 瓴届毎 於旉皜 鞙勳瀯鞛レ潉 氚涥赴 鞙勴暣 須岇潣毳� 鞐瓣赴頃� 靾� 鞛堧姅 甓岉暅 攵�鞐�.
旮办鞚检潃 2025雲� 7鞗� 11鞚检澊氅�, 氚滍枆霅� 氤错喌欤茧姅 10,120,651欤检瀰雼堧嫟. 鞚橃偓鞝曥”靾橂姅 鞚橁舶甓岇潣 3攵勳潣 1鞛呺媹雼�. 鞚挫偓須岆姅 氇摖 鞎堦贝鞐� 雽�頃� 彀劚 韴憸毳� 甓岅碃頃╇媹雼�. 鞐硲頃╈潉 鞁滍枆頃橃 氇豁晿瓿� 攴滌爼 欷�靾橂ゼ 須岆车頃橃 氇豁晿氅� 靸侅灔 韽愳搿� 鞚挫柎歆� 靾� 鞛堨溂雮�, 鞀轨澑霅� 瓴届毎 雮橃姢雼� 臁瓣贝鞚� 於╈”頃� 靾� 鞛堧姅 瓴届榿歆勳潣 鞙犾棸靹膘潉 鞝滉车頃橃毵� 旮办〈 韴瀽鞛愲摛鞐愱矊電� 頋劃瓿� 鞁滌灔 氤�霃欖劚鞚� 歃濌皜頃� 靾� 鞛堨姷雼堧嫟.
Safe & Green Holdings Corp. (Nasdaq : SGBX) a convoqu茅 une assembl茅e sp茅ciale virtuelle le 25 ao没t 2025 afin d'obtenir l'approbation des actionnaires sur trois points cl茅s :
- Proposition 1 鈥� Fractionnement invers茅 des actions : Pouvoir du conseil d'administration de regrouper les actions 脿 un ratio compris entre 1 pour 10 et 1 pour 100 dans un d茅lai d'un an. L'objectif principal est de faire remonter le prix de l'offre au-dessus du minimum de 1,00 $ US requis par Nasdaq, apr猫s deux avis de non-conformit茅 et une date limite fix茅e par le Hearing Panel au 28 ao没t 2025.
- Proposition 2 鈥� 脡mission d'actions privil茅gi茅es convertibles de S茅rie B : Approbation conform茅ment 脿 la r猫gle Nasdaq 5635(d) pour 茅mettre toutes les actions ordinaires sous-jacentes 脿 60 000 nouvelles actions privil茅gi茅es convertibles de S茅rie B obtenues via un 茅change de bons de souscription contre actions privil茅gi茅es r茅alis茅 le 17 juillet 2025. Le prix de conversion est de 0,392 $ US par action, mais est plafonn茅 脿 19,99 % du capital ordinaire en circulation jusqu'脿 l'obtention du consentement des actionnaires.
- Proposition 3 鈥� Ajournement : Autorisation de reporter la r茅union afin de solliciter des procurations suppl茅mentaires si n茅cessaire.
La date d'enregistrement est fix茅e au 11 juillet 2025, avec 10 120 651 actions ordinaires en circulation. Le quorum requiert un tiers du pouvoir de vote. Le conseil recommande de voter POUR toutes les propositions. Le non-respect du fractionnement invers茅 et le d茅faut de r茅tablir la conformit茅 pourraient entra卯ner une radiation ; en revanche, l'approbation offrirait 脿 la direction la flexibilit茅 n茅cessaire pour satisfaire aux conditions de Nasdaq, mais pourrait accro卯tre la dilution et la volatilit茅 du march茅 pour les investisseurs actuels.
Safe & Green Holdings Corp. (Nasdaq: SGBX) hat f眉r den 25. August 2025 eine virtuelle Sonderversammlung einberufen, um die Zustimmung der Aktion盲re zu drei wichtigen Punkten einzuholen:
- Vorschlag 1 鈥� Reverse Stock Split: Der Vorstand erh盲lt die Befugnis, Aktien innerhalb eines Jahres im Verh盲ltnis zwischen 1:10 und 1:100 zusammenzulegen. Hauptziel ist es, den Kurs 眉ber das Nasdaq-Mindestgebot von 1,00 US-Dollar zu heben, nachdem zwei Verwarnungen ausgesprochen wurden und eine Frist des Hearing Panels am 28. August 2025 endet.
- Vorschlag 2 鈥� Ausgabe von Series B Preferred Conversion Shares: Genehmigung gem盲脽 Nasdaq-Regel 5635(d) zur Ausgabe aller Stammaktien, die den 60.000 neu ausgegebenen, wandelbaren Series B-Vorzugsaktien zugrunde liegen, welche durch einen am 17. Juli 2025 abgeschlossenen Warrant-f眉r-Vorzugsaktien-Tausch erworben wurden. Der Wandlungspreis betr盲gt 0,392 US-Dollar pro Aktie, ist jedoch auf 19,99 % des ausstehenden Stammkapitals begrenzt, bis die Zustimmung der Aktion盲re vorliegt.
- Vorschlag 3 鈥� Vertagung: Befugnis, die Versammlung bei Bedarf zu vertagen, um weitere Vollmachten einzuholen.
Der Stichtag ist der 11. Juli 2025, mit 10.120.651 ausstehenden Stammaktien. F眉r das Quorum ist ein Drittel der Stimmrechte erforderlich. Der Vorstand empfiehlt, allen Vorschl盲gen ZUZUSTIMMEN. Ein Scheitern der Umsetzung des Reverse Splits und der Wiederherstellung der Compliance k枚nnte zur Delistung f眉hren; eine Zustimmung w眉rde dem Management hingegen Flexibilit盲t geben, die Nasdaq-Anforderungen zu erf眉llen, k枚nnte aber die Verw盲sserung und die Marktvolatilit盲t f眉r bestehende Anleger erh枚hen.
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
For the quarterly period ended June 30, 2025
or
For the transition period from to
Commission File Number: 1-33409
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
(Address of principal executive offices)
(Zip Code)
| (Registrant’s telephone number, including area code) | |||||
| Securities registered pursuant to Section 12(b) of the Act: | |||||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated filer | ☐ | |||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | |||||||||
| Emerging growth company | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
| Class | Shares Outstanding as of July 18, 2025 | ||||
| Common Stock, par value $0.00001 per share | |||||
T-Mobile US, Inc.
Form 10-Q
For the Quarter Ended June 30, 2025
Table of Contents
PART I. FINANCIAL INFORMATION | |||||||||||
Item 1. | Financial Statements | 3 | |||||||||
Condensed Consolidated Balance Sheets | 3 | ||||||||||
Condensed Consolidated Statements of Comprehensive Income | 4 | ||||||||||
Condensed Consolidated Statements of Cash Flows | 5 | ||||||||||
Condensed Consolidated Statement of Stockholders’ Equity | 6 | ||||||||||
Notes to the Condensed Consolidated Financial Statements | 9 | ||||||||||
Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 35 | |||||||||
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 58 | |||||||||
Item 4. | Controls and Procedures | 58 | |||||||||
PART II. OTHER INFORMATION | |||||||||||
Item 1. | Legal Proceedings | 60 | |||||||||
Item 1A. | Risk Factors | 60 | |||||||||
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 62 | |||||||||
Item 3. | Defaults Upon Senior Securities | 62 | |||||||||
Item 4. | Mine Safety Disclosures | 62 | |||||||||
Item 5. | Other Information | 62 | |||||||||
Item 6. | Exhibits | 63 | |||||||||
Signatures | 64 | ||||||||||
2
Index for Notes to the Condensed Consolidated Financial Statements
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
T-Mobile US, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
| (in millions, except share and per share amounts) | June 30, 2025 | December 31, 2024 | |||||||||
| Assets | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Accounts receivable, net of allowance for credit losses of $ | |||||||||||
Equipment installment plan receivables, net of allowance for credit losses and imputed discount of $ | |||||||||||
| Inventory | |||||||||||
| Prepaid expenses | |||||||||||
| Other current assets | |||||||||||
| Total current assets | |||||||||||
| Property and equipment, net | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Financing lease right-of-use assets | |||||||||||
| Goodwill | |||||||||||
| Spectrum licenses | |||||||||||
| Other intangible assets, net | |||||||||||
Equipment installment plan receivables due after one year, net of allowance for credit losses and imputed discount of $ | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and Stockholders' Equity | |||||||||||
| Current liabilities | |||||||||||
| Accounts payable and accrued liabilities | $ | $ | |||||||||
| Short-term debt | |||||||||||
| Deferred revenue | |||||||||||
| Short-term operating lease liabilities | |||||||||||
| Short-term financing lease liabilities | |||||||||||
| Other current liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt | |||||||||||
| Long-term debt to affiliates | |||||||||||
| Tower obligations | |||||||||||
| Deferred tax liabilities | |||||||||||
| Operating lease liabilities | |||||||||||
| Financing lease liabilities | |||||||||||
| Other long-term liabilities | |||||||||||
| Total long-term liabilities | |||||||||||
Commitments and contingencies (Note 14) | |||||||||||
| Stockholders' equity | |||||||||||
Common stock, par value $ | |||||||||||
| Additional paid-in capital | |||||||||||
Treasury stock, at cost, | ( | ( | |||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Retained earnings | |||||||||||
| Total stockholders' equity | |||||||||||
| Total liabilities and stockholders' equity | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
Index for Notes to the Condensed Consolidated Financial Statements
T-Mobile US, Inc.
Condensed Consolidated Statements of Comprehensive Income
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (in millions, except share and per share amounts) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Postpaid revenues | $ | $ | $ | $ | |||||||||||||||||||
| Prepaid revenues | |||||||||||||||||||||||
| Wholesale and other service revenues | |||||||||||||||||||||||
| Total service revenues | |||||||||||||||||||||||
| Equipment revenues | |||||||||||||||||||||||
| Other revenues | |||||||||||||||||||||||
| Total revenues | |||||||||||||||||||||||
| Operating expenses | |||||||||||||||||||||||
| Cost of services, exclusive of depreciation and amortization shown separately below | |||||||||||||||||||||||
| Cost of equipment sales, exclusive of depreciation and amortization shown separately below | |||||||||||||||||||||||
| Selling, general and administrative | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Operating income | |||||||||||||||||||||||
| Other expense, net | |||||||||||||||||||||||
| Interest expense, net | ( | ( | ( | ( | |||||||||||||||||||
| Other (expense) income, net | ( | ( | ( | ||||||||||||||||||||
| Total other expense, net | ( | ( | ( | ( | |||||||||||||||||||
| Income before income taxes | |||||||||||||||||||||||
| Income tax expense | ( | ( | ( | ( | |||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive income (loss), net of tax | |||||||||||||||||||||||
Reclassification of loss from cash flow hedges, net of tax effect of $ | |||||||||||||||||||||||
Gains (losses) on fair value hedges, net of tax effect of $ | ( | ( | ( | ||||||||||||||||||||
Unrealized loss on foreign currency translation adjustment, net of tax effect of $ | ( | ( | |||||||||||||||||||||
Amortization of actuarial gain, net of tax effect of $( | ( | ( | ( | ( | |||||||||||||||||||
| Other comprehensive income (loss) | ( | ||||||||||||||||||||||
| Total comprehensive income | $ | $ | $ | $ | |||||||||||||||||||
| Earnings per share | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
| Weighted-average shares outstanding | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
Index for Notes to the Condensed Consolidated Financial Statements
T-Mobile US, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (in millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Operating activities | |||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Stock-based compensation expense | |||||||||||||||||||||||
| Deferred income tax expense | |||||||||||||||||||||||
| Bad debt expense | |||||||||||||||||||||||
| Losses from sales of receivables | |||||||||||||||||||||||
| Changes in operating assets and liabilities | |||||||||||||||||||||||
| Accounts receivable | ( | ( | ( | ( | |||||||||||||||||||
| Equipment installment plan receivables | |||||||||||||||||||||||
| Inventory | ( | ||||||||||||||||||||||
| Operating lease right-of-use assets | |||||||||||||||||||||||
| Other current and long-term assets | ( | ( | ( | ( | |||||||||||||||||||
| Accounts payable and accrued liabilities | ( | ( | |||||||||||||||||||||
| Short- and long-term operating lease liabilities | ( | ( | ( | ( | |||||||||||||||||||
| Other current and long-term liabilities | ( | ( | ( | ( | |||||||||||||||||||
| Other, net | ( | ||||||||||||||||||||||
| Net cash provided by operating activities | |||||||||||||||||||||||
| Investing activities | |||||||||||||||||||||||
Purchases of property and equipment, including capitalized interest of $( | ( | ( | ( | ( | |||||||||||||||||||
| Purchases of spectrum licenses and other intangible assets, including deposits | ( | ( | ( | ( | |||||||||||||||||||
| Proceeds from the sale of property, equipment and intangible assets | |||||||||||||||||||||||
| Proceeds related to beneficial interests in securitization transactions | |||||||||||||||||||||||
| Acquisition of companies, net of cash acquired | ( | ( | ( | ||||||||||||||||||||
| Investments in unconsolidated affiliates, net | ( | ( | |||||||||||||||||||||
| Other, net | ( | ( | |||||||||||||||||||||
| Net cash used in investing activities | ( | ( | ( | ( | |||||||||||||||||||
| Financing activities | |||||||||||||||||||||||
| Proceeds from issuance of long-term debt, net | ( | ||||||||||||||||||||||
| Repayments of financing lease obligations | ( | ( | ( | ( | |||||||||||||||||||
| Repayments of long-term debt | ( | ( | ( | ( | |||||||||||||||||||
| Repurchases of common stock | ( | ( | ( | ( | |||||||||||||||||||
| Dividends on common stock | ( | ( | ( | ( | |||||||||||||||||||
| Tax withholdings on share-based awards | ( | ( | ( | ( | |||||||||||||||||||
| Other, net | ( | ( | ( | ( | |||||||||||||||||||
| Net cash used in financing activities | ( | ( | ( | ( | |||||||||||||||||||
| Effect of exchange rate changes on cash and cash equivalents, including restricted cash | |||||||||||||||||||||||
| Change in cash and cash equivalents, including restricted cash | ( | ( | |||||||||||||||||||||
| Cash and cash equivalents, including restricted cash | |||||||||||||||||||||||
| Beginning of period | |||||||||||||||||||||||
| End of period | $ | $ | $ | $ | |||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
Index for Notes to the Condensed Consolidated Financial Statements
T-Mobile US, Inc.
Condensed Consolidated Statement of Stockholders’ Equity
(Unaudited)
| (in millions, except share and per share amounts) | Common Stock Outstanding | Treasury Stock Outstanding | Treasury Shares at Cost | Par Value and Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Retained Earnings | Total Stockholders' Equity | ||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2025 | $ | ( | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
Dividends declared ($ | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Issuance of vested restricted stock units | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
| Shares withheld related to net share settlement of stock awards and stock options | ( | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||
| Repurchases of common stock | ( | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||
| Other, net | ( | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2025 | $ | ( | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2024 | $ | ( | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
Dividends declared ($ | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Stock issued for employee stock purchase plan | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Issuance of vested restricted stock units | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
| Shares withheld related to net share settlement of stock awards and stock options | ( | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||
| Repurchases of common stock | ( | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||
| Other, net | ( | ( | — | — | |||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2025 | $ | ( | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
Index for Notes to the Condensed Consolidated Financial Statements
T-Mobile US, Inc.
Condensed Consolidated Statement of Stockholders’ Equity
(Unaudited)
| (in millions, except share and per share amounts) | Common Stock Outstanding | Treasury Stock Outstanding | Treasury Shares at Cost | Par Value and Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Retained Earnings | Total Stockholders' Equity | ||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2024 | $ | ( | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
Dividends declared ($ | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Issuance of vested restricted stock units | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
| Shares withheld related to net share settlement of stock awards and stock options | ( | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||
| Repurchases of common stock | ( | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||
| Ka’ena Acquisition upfront consideration | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Other, net | ( | — | — | ||||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2024 | $ | ( | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2023 | $ | ( | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
Dividends declared ($ | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Stock issued for employee stock purchase plan | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Issuance of vested restricted stock units | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
| Shares withheld related to net share settlement of stock awards and stock options | ( | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||
| Repurchases of common stock | ( | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||
| Ka’ena Acquisition upfront consideration | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Other, net | ( | — | — | ||||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2024 | $ | ( | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
7
Index for Notes to the Condensed Consolidated Financial Statements
T-Mobile US, Inc.
Index for Notes to the Condensed Consolidated Financial Statements
Note 1 | Summary of Significant Accounting Policies | 9 | ||||||
Note 2 | Business Combinations | 10 | ||||||
Note 3 | Joint Ventures | 14 | ||||||
Note 4 | Receivables and Related Allowance for Credit Losses | 14 | ||||||
Note 5 | Sales of Certain Receivables | 16 | ||||||
Note 6 | Goodwill, Spectrum License Transactions and Other Intangible Assets | 18 | ||||||
Note 7 | Fair Value Measurements | 21 | ||||||
Note 8 | Debt | 23 | ||||||
Note 9 | Tower Obligations | 25 | ||||||
Note 10 | Revenue from Contracts with Customers | 26 | ||||||
Note 11 | Segment Reporting | 28 | ||||||
Note 12 | Stockholder Return Program | 28 | ||||||
Note 13 | Earnings Per Share | 29 | ||||||
Note 14 | Commitments and Contingencies | 30 | ||||||
Note 15 | Additional Financial Information | 33 | ||||||
Note 16 | Subsequent Events | 34 | ||||||
8
Index for Notes to the Condensed Consolidated Financial Statements
T-Mobile US, Inc.
Notes to the Condensed Consolidated Financial Statements
Note 1 – Summary of Significant Accounting Policies
Basis of Presentation
The unaudited condensed consolidated financial statements of T-Mobile US, Inc. (“T-Mobile,” “we,” “our,” “us” or the “Company”) include all adjustments of a normal recurring nature necessary for the fair presentation of the results for the interim periods presented. The results for the interim periods are not necessarily indicative of those for the full year. The condensed consolidated financial statements should be read in conjunction with our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024.
The condensed consolidated financial statements include the balances and results of operations of T-Mobile and our consolidated subsidiaries. We consolidate majority-owned subsidiaries over which we exercise control, variable interest entities (“VIEs”) for which we are deemed to be the primary beneficiary and VIEs which cannot be deconsolidated, such as those related to our tower obligations as discussed in Note 9 - Tower Obligations. Intercompany transactions and balances have been eliminated in consolidation. Investments in entities that we do not control but have significant influence are accounted for under the equity method. We record our proportionate share of our equity method investees’ earnings within Other (expense) income, net on our Condensed Consolidated Statements of Comprehensive Income.
Accounting Pronouncements Not Yet Adopted
Income Tax Disclosures
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” The standard enhances income tax disclosure requirements for all entities by requiring specified categories and greater disaggregation within the rate reconciliation table, disclosure of income taxes paid by jurisdiction, and providing clarification on uncertain tax positions and related financial statement impacts. The standard will be effective for us for our fiscal year 2025 annual financial statements with early adoption permitted. We plan to adopt the standard when it becomes effective for us beginning in our fiscal year 2025 annual financial statements, and we expect the adoption of the standard will impact certain of our income tax disclosures.
Disaggregation of Income Statement Expenses
In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” In January 2025, the FASB issued ASU 2025-01, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date,” which clarifies the effective date of ASU 2024-03. The standard requires that public business entities disclose additional information about specific expense categories in the notes to financial statements for interim and annual reporting periods. The standard will become effective for us for our fiscal year 2027 annual financial statements and interim financial statements thereafter and may be applied prospectively to periods after the adoption date or retrospectively for all prior periods presented in the financial statements, with early adoption permitted. We plan to adopt the standard when it becomes effective for us beginning in our fiscal year 2027 annual financial statements, and we are currently evaluating the impact this guidance will have on the disclosures included in the Notes to the Consolidated Financial Statements.
9
Index for Notes to the Condensed Consolidated Financial Statements
Note 2 – Business Combinations
Acquisition of Ka’ena Corporation
On March 9, 2023, we entered into a merger and unit purchase agreement (the “Merger and Unit Purchase Agreement”) for the acquisition of 100 % of the outstanding equity of Ka’ena Corporation and its subsidiaries, including, among others, Mint Mobile LLC (collectively, “Ka’ena”), for a maximum purchase price of $1.35 billion to be paid out 39 % in cash and 61 % in shares of T-Mobile common stock (the “Ka’ena Acquisition”). On March 13, 2024, we entered into Amendment No. 1 to the Merger and Unit Purchase Agreement, which amended, among other things, certain mechanics of the payment of the purchase consideration for the Ka’ena Acquisition, which resulted in a nominal increase in the percentage of cash compared to shares of T-Mobile common stock to be paid out as part of the total purchase price.
Upon the completion of certain customary closing conditions, including the receipt of certain regulatory approvals, on May 1, 2024 (the “Ka’ena Acquisition Date”), we completed the Ka’ena Acquisition, and as a result, Ka’ena became a wholly owned subsidiary of T-Mobile. Concurrently, and as agreed upon through the Merger and Unit Purchase Agreement, T-Mobile and Ka’ena entered into certain separate transactions, including the effective settlement of the preexisting wholesale arrangement between T-Mobile and Ka’ena and agreements with certain of the sellers to provide services to T-Mobile during the post-acquisition period.
In accordance with the terms of the Merger and Unit Purchase Agreement, the total purchase price was variable, dependent upon specified performance indicators of Ka’ena, and consists of an upfront payment on the Ka’ena Acquisition Date and an earnout payable on August 1, 2026. On June 30, 2025, we amended the Merger and Unit Purchase Agreement to set the calculation of the earnout as the difference between the maximum purchase price of $1.35 billion and the upfront payment, as adjusted, and removed the requirement for Ka’ena to achieve specified performance indicators.
As of June 30, 2025, and December 31, 2024, $236 million and $202 million of liabilities for deferred consideration, respectively, and $137 million and $80 million of liabilities for post-acquisition services, respectively, were presented within Other long-term liabilities on our Condensed Consolidated Balance Sheets.
Fair Value of Assets Acquired and Liabilities Assumed
We accounted for the Ka’ena Acquisition as a business combination. The identifiable assets acquired and liabilities assumed from Ka’ena were recorded at their fair values as of the Ka’ena Acquisition Date and consolidated with those of T-Mobile. Assigning fair values to the assets acquired and liabilities assumed at the Ka’ena Acquisition Date required the use of judgment regarding estimates and assumptions. For the fair values of the assets acquired and liabilities assumed, we used the cost and income approaches.
10
Index for Notes to the Condensed Consolidated Financial Statements
The following table summarizes the assigned fair values for each class of assets acquired and liabilities assumed at the Ka’ena Acquisition Date, as adjusted during the measurement period, which closed on April 30, 2025, based on information identified after the Ka’ena Acquisition Date. We retained the services of certified valuation specialists to assist with assigning values to certain acquired assets.
| (in millions) | May 1, 2024 | ||||
| Cash and cash equivalents | $ | ||||
| Accounts receivable | |||||
| Inventory | |||||
| Prepaid expenses | |||||
| Other current assets | |||||
| Property and equipment | |||||
| Operating lease right-of-use assets | |||||
| Goodwill | |||||
| Other intangible assets | |||||
| Other assets | |||||
| Total assets acquired | |||||
| Accounts payable and accrued liabilities | |||||
| Deferred revenue | |||||
| Short-term operating lease liabilities | |||||
| Deferred tax liabilities | |||||
| Operating lease liabilities | |||||
| Other long-term liabilities | |||||
| Total liabilities assumed | |||||
| Total consideration transferred | $ | ||||
Intangible Assets
Goodwill with an assigned value of $777 million represents the excess of the consideration transferred over the fair values of assets acquired and liabilities assumed. The assigned goodwill recognized includes expected growth in customers and service revenues to be achieved from the operations of the combined company, the assembled workforce of Ka’ena and intangible assets that do not qualify for separate recognition. Of the total amount of assigned goodwill resulting from the Ka’ena Acquisition of $777 million, the amount deductible for tax purposes is $121 million. All of the goodwill acquired is allocated to the Wireless reporting unit.
Acquisition of UScellular Wireless Business
On May 24, 2024, we entered into a securities purchase agreement with United States Cellular Corporation (“UScellular”), Telephone and Data Systems, Inc., and USCC Wireless Holdings, LLC, pursuant to which, among other things, we will acquire substantially all of UScellular’s wireless operations and select AWS, PCS, 600 MHz, 700 MHz and other spectrum assets (together, the “UScellular Wireless Business”) 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 prior to closing (the “UScellular Acquisition”). Upon closing of the transaction, we expect to account for the UScellular Acquisition as a business combination and to consolidate the acquired operations.
Following the closing of the transaction, UScellular will retain ownership of its other spectrum, as well as its towers. Subject to the closing of the transaction, we will enter into a 15-year master license agreement to lease space on at least 2,100 towers being retained by UScellular and to extend our tenancy term on approximately 600 towers where we are already leasing space from UScellular for 15 years post-closing. We estimate the incremental future minimum lease payments associated with the master license agreement will be $1.4 billion over 15 years post-closing.
On May 23, 2025, we launched exchange offers for any and all of certain outstanding senior notes of UScellular (the “Exchange Offers”). 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”). As of July 1, 2025, the total principal amount of certain outstanding UScellular senior notes validly tendered was $1.7 billion. To the extent any debtholders do not participate in the Exchange Offers, their senior notes will continue as obligations of UScellular, and the cash portion of the purchase price will be correspondingly
11
Index for Notes to the Condensed Consolidated Financial Statements
increased. The consummation of the Exchange Offers and Consent Solicitations are subject to the closing of the UScellular Acquisition and will expire on August 1, 2025.
On July 11, 2025, we received all necessary regulatory approvals, and the UScellular Acquisition is expected to close 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 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 approximately $170 million. These transactions are expected to close concurrently with the UScellular Acquisition on August 1, 2025. Upon closing of the acquisition of the wireless operations assets of the Iowa Entities, we expect to account for the transactions as a business combination. Following the closing of the acquisition of the wireless operations assets of the Iowa Entities, the Iowa Entities will retain ownership of their towers and spectrum.
Acquisition of Vistar Media Inc.
On December 20, 2024, we entered into an agreement and plan of merger for the acquisition of 100 % of the outstanding capital stock of Vistar Media Inc. (“Vistar”), a provider of technology solutions for digital-out-of-home advertisements (the “Vistar Acquisition”).
Upon the completion of certain customary closing conditions, including the receipt of certain regulatory approvals, on February 3, 2025 (the “Vistar Acquisition Date”), we completed the Vistar Acquisition, and as a result, Vistar became a wholly owned subsidiary of T-Mobile. In exchange, we transferred cash of $621 million. A portion of the payment made on the Vistar Acquisition Date was for the settlement of preexisting relationships with Vistar and is excluded from the fair value of consideration transferred.
The financial results of Vistar from the Vistar Acquisition Date through June 30, 2025, were not material to our Condensed Consolidated Statements of Comprehensive Income, nor were they material to our prior period consolidated results on a pro forma basis. Costs related to the Vistar Acquisition were not material to our Condensed Consolidated Statements of Comprehensive Income.
Fair Value of Assets Acquired and Liabilities Assumed
We have accounted for the Vistar Acquisition as a business combination. The identifiable assets acquired and liabilities assumed from Vistar were recorded at their provisionally assigned fair values as of the Vistar Acquisition Date and consolidated with those of T-Mobile. Assigning fair values to the assets acquired and liabilities assumed at the Vistar Acquisition Date requires the use of judgment regarding estimates and assumptions. For the provisionally assigned fair values of the assets acquired and liabilities assumed, we used the cost and income approaches.
12
Index for Notes to the Condensed Consolidated Financial Statements
The following table summarizes the provisionally assigned fair values for each class of assets acquired and liabilities assumed at the Vistar Acquisition Date. We are in the process of finalizing the valuation of the assets acquired and liabilities assumed, including income tax-related amounts. Therefore, the provisionally assigned fair values set forth below are subject to adjustment as additional information is obtained.
| (in millions) | February 3, 2025 | ||||
| Cash and cash equivalents | $ | ||||
| Accounts receivable | |||||
| Prepaid expense and other current assets | |||||
| Property and equipment | |||||
| Operating lease right-of-use assets | |||||
| Goodwill | |||||
| Other intangible assets | |||||
| Total assets acquired | |||||
| Accounts payable and accrued liabilities | |||||
| Deferred revenue | |||||
| Deferred tax liabilities | |||||
| Operating lease liabilities | |||||
| Total liabilities assumed | |||||
| Total consideration transferred | $ | ||||
Intangible Assets
Goodwill with a provisionally assigned value of $345 million represents the excess of the consideration transferred over the fair values of assets acquired and liabilities assumed. The provisionally assigned goodwill recognized includes expected growth in service revenues to be achieved from the operations of the combined company, the assembled workforce of Vistar and intangible assets that do not qualify for separate recognition.
Other intangible assets acquired primarily include $201 million of customer relationships with an estimated weighted-average useful life of nine years , $8 million of tradenames with an estimated weighted-average useful life of four years and $55 million of other intangible assets with an estimated weighted-average useful life of four years . The customer relationships are amortized using the sum-of-the-years digits method over their estimated useful lives, and the tradenames are amortized on a straight-line basis over their estimated useful lives.
The preliminary fair value of customer relationships was estimated using the income approach. This fair value measurement is based on significant inputs not observable in the market, and, therefore, represents a Level 3 measurement as defined in ASC 820. The key assumptions in applying the income approach include revenue over an estimated period of time, the discount rate, forecasted expenses and contributory asset charges.
Acquisition of Blis Holdco Limited
On February 18, 2025, we entered into a share purchase agreement for the acquisition of 100 % of the outstanding capital stock of Blis Holdco Limited (“Blis”), a provider of advertising solutions (the “Blis Acquisition”).
Upon the completion of certain customary closing conditions, including the receipt of certain regulatory approvals, on March 3, 2025 (the “Blis Acquisition Date”), we completed the Blis Acquisition, and as a result, Blis became a wholly owned subsidiary of T-Mobile. In exchange, we transferred cash of $180 million. A portion of the payment made on the Blis Acquisition Date was for the settlement of preexisting relationships with Blis and is excluded from the fair value of consideration transferred.
We have accounted for the Blis Acquisition as a business combination. The fair value of consideration transferred as of the Blis Acquisition Date totaled $175 million. The identifiable assets acquired and liabilities assumed from Blis were recorded at their provisionally assigned fair values as of the Blis Acquisition Date and consolidated with those of T-Mobile. The provisionally assigned fair values of total assets acquired, including goodwill, and total liabilities assumed at the Blis Acquisition Date were $280 million and $105 million, respectively. Goodwill with a provisionally assigned value of $104 million represents the excess of the consideration transferred over the fair values of assets acquired and liabilities assumed.
We are in the process of finalizing the valuation of the assets acquired and liabilities assumed. Therefore, the provisionally assigned fair values above are subject to adjustment as additional information is obtained.
13
Index for Notes to the Condensed Consolidated Financial Statements
Note 3 – Joint Ventures
Lumos Joint Venture
On April 24, 2024, we entered into a definitive agreement with a fund operated by EQT, EQT Infrastructure VI (“Fund VI”), to establish a joint venture between us and Fund VI to acquire Lumos (“Lumos”), a fiber-to-the-home platform, from EQT’s predecessor fund, EQT Infrastructure III.
On April 1, 2025, we completed the joint acquisition of Lumos upon the completion of certain customary closing conditions, including the receipt of certain regulatory approvals. During the three months ended June 30, 2025, we invested $932 million to acquire a 50 % equity interest in the joint venture and 97,000 fiber customers. For the customers acquired, we recognized an intangible asset amortized using the sum-of-the-years digits method over a weighted-average useful life of nine years . Following the joint acquisition, Lumos transitioned to a wholesale model where we are the anchor tenant owning residential and small business customer relationships. The funds invested by us will be used by the joint venture to fund future fiber builds. In addition, pursuant to the definitive agreement, we expect to make an additional capital contribution of approximately $500 million between 2027 and 2028 under the existing business plan.
We account for the Lumos joint venture 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 venture for network access within Postpaid revenues and Cost of services, respectively, on our Condensed Consolidated Statements of Comprehensive Income.
Metronet Joint Venture
On July 18, 2024, we entered into a definitive agreement with KKR & Co. Inc. (“KKR”) to establish a joint venture to acquire Metronet Holdings, LLC and certain of its affiliates (collectively, “Metronet”), a fiber-to-the-home platform. At closing, we expect to invest approximately $4.6 billion, adjusted for Metronet’s incremental pre-close debt financing, to acquire a 50 % equity interest in the joint venture and all existing residential fiber customers, as well as funding of the joint venture. We do not anticipate making further capital contributions following the closing under the existing business plan. Following the joint acquisition, Metronet will become a wholesale services provider, and its residential fiber retail operations and customers will transition to us. On July 9, 2025, we received all necessary regulatory approvals, and the joint acquisition of Metronet is expected to close on July 24, 2025.
Upon the closing of the transaction, we expect to account for the Metronet joint venture under the equity method of accounting and recognize revenues for fiber customers and the related wholesale costs paid to the joint venture for network access within Postpaid revenues and Cost of services, respectively, on our Condensed Consolidated Statements of Comprehensive Income.
Note 4 – Receivables and Related Allowance for Credit Losses
We maintain an allowance for credit losses by applying an expected credit loss model. Each period, management assesses the appropriateness of the level of allowance for credit losses by considering credit risk inherent within each portfolio segment as of the end of the period.
We consider a receivable past due when a customer has not paid us by the contractually specified payment due date. Account balances are written off against the allowance for credit losses if collection efforts are unsuccessful and the receivable balance is deemed uncollectible (customer default), based on factors such as customer credit ratings, as well as the length of time the amounts are past due.
Our portfolio of receivables is comprised of two portfolio segments: accounts receivable and equipment installment plan (“EIP”) receivables.
Accounts Receivable Portfolio Segment
Accounts receivable balances are predominately comprised of amounts currently due from customers (e.g., for wireless communications services), device insurance administrators, wholesale partners, other carriers and third-party retail channels.
We estimate credit losses associated with our accounts receivable portfolio segment using an expected credit loss model, which utilizes an aging schedule methodology based on historical information and is adjusted for asset-specific considerations, current economic conditions and reasonable and supportable forecasts.
14
Index for Notes to the Condensed Consolidated Financial Statements
Our approach considers a number of factors, including our overall historical credit losses and payment experience, as well as current collection trends, such as write-off frequency and severity. We also consider other qualitative factors such as current and forecasted macroeconomic conditions.
We consider the need to adjust our estimate of credit losses for reasonable and supportable forecasts of future macroeconomic conditions. To do so, we monitor external forecasts of changes in real U.S. gross domestic product and forecasts of consumer credit behavior for comparable credit exposures.
EIP Receivables Portfolio Segment
Based upon customer credit profiles at the time of customer origination, as well as subsequent credit performance, we designate the EIP receivables segment into two customer classes of “Prime” and “Subprime.” Prime customer receivables are those with lower credit risk, and Subprime customer receivables are those with higher credit risk. Customers may be required to make a down payment on their equipment purchases if their assessed credit risk exceeds established underwriting thresholds. In addition, certain customers within the Subprime category may be required to pay a deposit.
To determine a customer’s credit profile and assist in determining their credit class, we use a proprietary credit scoring model that measures the credit quality of a customer leveraging several factors, such as credit bureau information and consumer credit risk scores, as well as service and device plan characteristics.
EIP receivables had a combined weighted-average effective interest rate of 11.2 % and 11.1 % as of June 30, 2025, and December 31, 2024, respectively.
The following table summarizes the EIP receivables, including imputed discounts and related allowance for credit losses:
| (in millions) | June 30, 2025 | December 31, 2024 | |||||||||
| EIP receivables, gross | $ | $ | |||||||||
| Unamortized imputed discount | ( | ( | |||||||||
| EIP receivables, net of unamortized imputed discount | |||||||||||
| Allowance for credit losses | ( | ( | |||||||||
| EIP receivables, net of allowance for credit losses and imputed discount | $ | $ | |||||||||
Classified on our condensed consolidated balance sheets as: | |||||||||||
| Equipment installment plan receivables, net of allowance for credit losses and imputed discount | $ | $ | |||||||||
| Equipment installment plan receivables due after one year, net of allowance for credit losses and imputed discount | |||||||||||
| EIP receivables, net of allowance for credit losses and imputed discount | $ | $ | |||||||||
Many of our loss estimation techniques rely on delinquency-based models categorized by customer credit class; therefore, delinquency is an important indicator of credit quality in the establishment of our allowance for credit losses for EIP receivables. We manage our EIP receivables portfolio segment using delinquency and customer credit class as key credit quality indicators.
The following table presents the amortized cost of our EIP receivables by delinquency status, customer credit class and year of origination as of June 30, 2025:
| Originated in 2025 | Originated in 2024 | Originated prior to 2024 | Total EIP Receivables, Net of Unamortized Imputed Discount | ||||||||||||||||||||||||||||||||||||||||||||||||||
| (in millions) | Prime | Subprime | Prime | Subprime | Prime | Subprime | Prime | Subprime | Total | ||||||||||||||||||||||||||||||||||||||||||||
| Current - 30 days past due | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||
| 31 - 60 days past due | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| 61 - 90 days past due | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| More than 90 days past due | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| EIP receivables, net of unamortized imputed discount | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||
15
Index for Notes to the Condensed Consolidated Financial Statements
We estimate credit losses on our EIP receivables segment by applying an expected credit loss model, which relies on historical loss data adjusted for current conditions to calculate default probabilities or an estimate for the frequency of customer default. Our assessment of default probabilities or frequency includes receivables delinquency status, historical loss experience, how long the receivables have been outstanding and customer credit ratings, as well as customer tenure. We multiply these estimated default probabilities by our estimated loss given default, which is the estimated amount of default or the severity of loss.
As we do for our accounts receivable portfolio segment, we consider the need to adjust our estimate of credit losses on EIP receivables for reasonable and supportable forecasts of economic conditions through monitoring external forecasts and periodic internal statistical analyses.
The following table presents write-offs of our EIP receivables by year of origination for the six months ended June 30, 2025:
| (in millions) | Originated in 2025 | Originated in 2024 | Originated prior to 2024 | Total | |||||||||||||||||||
| Write-offs | $ | $ | $ | $ | |||||||||||||||||||
Activity for the six months ended June 30, 2025 and 2024, in the allowance for credit losses and unamortized imputed discount balances for the accounts receivable and EIP receivables segments were as follows:
| June 30, 2025 | June 30, 2024 | ||||||||||||||||||||||||||||||||||
| (in millions) | Accounts Receivable Allowance | EIP Receivables Allowance | Total | Accounts Receivable Allowance | EIP Receivables Allowance | Total | |||||||||||||||||||||||||||||
| Allowance for credit losses and imputed discount, beginning of period | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Bad debt expense | |||||||||||||||||||||||||||||||||||
| Write-offs | ( | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||
| Change in imputed discount on short-term and long-term EIP receivables | N/A | N/A | |||||||||||||||||||||||||||||||||
| Impact on the imputed discount from sales of EIP receivables | N/A | ( | ( | N/A | ( | ( | |||||||||||||||||||||||||||||
| Allowance for credit losses and imputed discount, end of period | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
Off-Balance-Sheet Credit Exposures
We do not have material off-balance-sheet credit exposures as of June 30, 2025. In connection with the sales of certain service accounts receivable and EIP receivables pursuant to the sale arrangements, we provide guarantees of credit performance included on our Condensed Consolidated Balance Sheets measured at fair value that are based on a discounted cash flow model using Level 3 inputs, including estimated customer default rates and credit worthiness, dilutions and recoveries. See Note 5 – Sales of Certain Receivables for further information.
Note 5 – Sales of Certain Receivables
We regularly enter into transactions to sell certain service accounts receivable and EIP receivables. The transactions, including our continuing involvement with the sold receivables and the respective impacts to our condensed consolidated financial statements, are described below.
Sales of EIP Receivables
Overview of the Transaction
In 2015, we entered into an arrangement to sell certain EIP receivables on a revolving basis (the “EIP Sale Arrangement”), which has been revised and extended from time to time. As of both June 30, 2025, and December 31, 2024, the EIP Sale Arrangement provided funding of $1.3
In connection with this EIP Sale Arrangement, we formed a wholly owned subsidiary, which qualifies as a bankruptcy remote entity (the “EIP BRE”). We consolidate the EIP BRE under the VIE model.
16
Index for Notes to the Condensed Consolidated Financial Statements
The following table summarizes the carrying amounts and classification of liabilities, which consist of the recourse guarantee, included on our Condensed Consolidated Balance Sheets with respect to the EIP BRE:
| (in millions) | June 30, 2025 | December 31, 2024 | |||||||||
| Other current liabilities | |||||||||||
| Other long-term liabilities | |||||||||||
Sales of Service Accounts Receivable
Overview of the Transaction
In 2014, we entered into an arrangement to sell certain service accounts receivable on a revolving basis (the “Service Receivable Sale Arrangement”). On February 25, 2025, we extended the scheduled expiration date of the Service Receivable Sale Arrangement to February 24, 2026. As of both June 30, 2025, and December 31, 2024, the Service Receivable Sale Arrangement provided funding of $775
In connection with the Service Receivable Sale Arrangement, we formed a wholly owned subsidiary, which qualifies as a bankruptcy remote entity, to sell service accounts receivable (the “Service BRE”). We consolidate the Service BRE under the VIE model.
The following table summarizes the carrying amounts and classification of liabilities included on our Condensed Consolidated Balance Sheets with respect to the Service BRE:
| (in millions) | June 30, 2025 | December 31, 2024 | |||||||||
| Other current liabilities | |||||||||||
Sales of Receivables
On October 22, 2024, we executed an amendment to the EIP Sale Arrangement and an amendment to the Service Receivable Sale Arrangement (together, the “Pledge Amendments”). Prior to the effective date of the Pledge Amendments, the credit enhancement feature of each of the EIP Sale Arrangement and the Service Receivable Sale Arrangement was in the form of a deferred purchase price. Pursuant to the Pledge Amendments, effective on November 1, 2024, the credit enhancement feature of each arrangement is replaced by a recourse guarantee liability, which is collateralized by pledged but unsold receivables.
For the three and six months ended June 30, 2025, all cash proceeds associated with sold receivables are recognized within Net cash provided by operating activities on our Condensed Consolidated Statements of Cash Flows. For the three and six months ended June 30, 2024, cash proceeds related to beneficial interests in securitization transactions in the form of the deferred purchase price were presented within Net cash used in investing activities on our Condensed Consolidated Statements of Cash Flows.
The recourse guarantee represents a financial instrument that is primarily tied to the creditworthiness of our customers. At inception, we elected to measure the recourse guarantee liabilities at fair value with changes in fair value included in Selling, general and administrative expenses on our Condensed Consolidated Statements of Comprehensive Income. The fair value of the recourse guarantee liabilities is determined based on a discounted cash flow model which primarily uses Level 3 inputs, including estimated customer default rates and credit worthiness, dilutions and recoveries. Our recourse guarantee liabilities related to the sales of service receivables and EIP receivables were $138 million and $148 million as of June 30, 2025, and December 31, 2024, respectively. These liabilities were collateralized by $231 million and $286 million of gross service receivables and $508 million and $505 million of gross EIP receivables pledged, but unsold as of June 30, 2025, and December 31, 2024, respectively, which represent our maximum exposure under the recourse guarantee.
17
Index for Notes to the Condensed Consolidated Financial Statements
The following table summarizes the impact of the sales of certain service receivables and EIP receivables on our Condensed Consolidated Balance Sheets:
| (in millions) | June 30, 2025 | December 31, 2024 | |||||||||
| Derecognized net service accounts receivable and EIP receivables | $ | $ | |||||||||
| Other current liabilities | |||||||||||
| of which, recourse guarantee | |||||||||||
| Other long-term liabilities | |||||||||||
| of which, recourse guarantee | |||||||||||
| Net cash proceeds since inception | |||||||||||
| Of which: | |||||||||||
| Change in net cash proceeds during the year-to-date period | ( | ( | |||||||||
| Net cash proceeds funded by reinvested collections | |||||||||||
We recognized losses from sales of receivables, including changes in fair value of the recourse guarantee liabilities and deferred purchase price assets, of $19 million and $25 million for the three months ended June 30, 2025 and 2024, respectively, and $41 million and $46 million for the six months ended June 30, 2025 and 2024, respectively, in Selling, general and administrative expenses on our Condensed Consolidated Statements of Comprehensive Income.
Continuing Involvement
Note 6 – Goodwill, Spectrum License Transactions and Other Intangible Assets
Goodwill
The changes in the carrying amount of goodwill for the six months ended June 30, 2025, are as follows:
| (in millions) | Goodwill | ||||
Balance as of December 31, 2024, net of accumulated impairment losses of $ | $ | ||||
| Adjustment to goodwill from the Ka’ena Acquisition | |||||
| Provisionally assigned goodwill from acquisitions in 2025 | |||||
Balance as of June 30, 2025, net of accumulated impairment losses of $ | $ | ||||
Spectrum Licenses
The following table summarizes our spectrum license activity for the six months ended June 30, 2025:
| (in millions) | Spectrum | ||||
| Spectrum licenses, beginning of year | $ | ||||
| Spectrum license acquisitions | |||||
| Spectrum licenses transferred to held for sale | ( | ||||
| Costs to clear spectrum | |||||
| Spectrum licenses, end of period | $ | ||||
Cash payments to acquire spectrum licenses and payments for costs to clear spectrum are included in Purchases of spectrum licenses and other intangible assets, including deposits. Cash proceeds from the sale of spectrum licenses are included in Proceeds from the sale of property, equipment and intangible assets on our Condensed Consolidated Statements of Cash Flows.
18
Index for Notes to the Condensed Consolidated Financial Statements
License Purchase Agreements
Channel 51 License Co LLC and LB License Co, LLC
On August 8, 2022, we, Channel 51 License Co LLC and LB License Co, LLC (together with Channel 51 License Co LLC, the “Sellers”) entered into License Purchase Agreements pursuant to which we will acquire spectrum in the 600 MHz band from the Sellers in exchange for total cash consideration of $3.5 billion.
On March 30, 2023, we and the Sellers entered into Amended and Restated License Purchase Agreements pursuant to which we and the Sellers agreed to separate the transaction into two tranches of licenses, with the closings on the acquisitions of certain licenses in Chicago, Dallas and New Orleans being deferred in order to potentially expedite the regulatory approval process for the remainder of the licenses. Subsequently, on August 25, 2023, we and the Sellers entered into Amendments No. 1 to the Amended and Restated License Purchase Agreements, which deferred the closings of certain additional licenses in Chicago and Dallas into the second closing tranche. Together, the licenses with closings deferred into the second closing tranche represent $1.1 billion of the aggregate $3.5 billion cash consideration. The licenses being acquired by us, and the total consideration being paid for the licenses, remain the same under the original License Purchase Agreements and subsequent amendments.
The Federal Communications Commission (the “FCC”) approved the purchase of the first tranche on December 29, 2023. The first tranche closed on June 24, 2024, and the associated payment of $2.4 billion was made on August 5, 2024.
The FCC approved the purchase of the Dallas licenses included in the second tranche on October 22, 2024. The purchase of the Dallas licenses closed on December 6, 2024, and the associated payment of $541 million was made on the same day.
The FCC approved the remaining Chicago and New Orleans deferred licenses from the second tranche on April 15, 2025. The purchase of the remaining licenses closed on June 2, 2025, and the associated payment of $604 million was made on the same day.
Comcast Corporation
On September 12, 2023, we entered into a License Purchase Agreement (the “Comcast License Purchase Agreement”) with Comcast Corporation and its affiliate, Comcast OTR1, LLC (together with Comcast Corporation, “Comcast”), pursuant to which we will acquire spectrum in the 600 MHz band from Comcast in exchange for total cash consideration of between $1.2 billion and $3.3 billion, subject to an application for FCC approval. The licenses will be acquired without any associated networks. We anticipate the closing will occur in the first half of 2028.
The final purchase price will be determined, in the aggregate and on a per license basis, based on the set of licenses subject to the Comcast License Purchase Agreement at the time the parties make required transfer filings with the FCC. Prior to the time of such filings, Comcast has the right to remove any or all of a certain specified subset of the licenses, totaling $2.1 billion (the “Optional Sale Licenses”), from the Comcast License Purchase Agreement. The removal of any Optional Sale Licenses would reduce the final purchase price by the assigned value of each such license, from the maximum purchase price of $3.3 billion.
The licenses are subject to an exclusive leasing arrangement between us and Comcast, which was entered into contemporaneously with the Comcast License Purchase Agreement. If Comcast elects to remove an Optional Sale License from the Comcast License Purchase Agreement, the associated lease for such Optional Sale License will terminate, but no sooner than two years from the date of the Comcast License Purchase Agreement (with us having a minimum period of time after any such termination to cease transmitting on such license’s associated spectrum).
On January 13, 2025, we and Comcast entered into an amendment to the Comcast License Purchase Agreement pursuant to which we will acquire additional spectrum. Subsequent to the amendment, the total cash consideration for the transaction is between $1.2 billion and $3.4 billion.
N77 License Co LLC
On September 10, 2024, we entered into a License Purchase Agreement with N77 License Co LLC (“Buyer”), pursuant to which Buyer had the option to purchase all or a portion of our remaining 3.45 GHz spectrum licenses in exchange for a range of cash consideration, with the specific licenses sold to be determined based upon the amount of committed financing raised by Buyer. Following receipt of the required regulatory approvals, on April 30, 2025, we completed the sale of a portion of our 3.45 GHz spectrum licenses for $2.0 billion. During the three months ended June 30, 2025, we recognized an associated gain of $151 million as a reduction to Selling, general and administrative expenses on our Condensed Consolidated Statements of Comprehensive Income.
19
Index for Notes to the Condensed Consolidated Financial Statements
Grain Management, LLC
On May 30, 2025, we entered into a License and Unit Purchase Agreement with NEWLEVEL IV, L.P. and NEWLEVEL, LLC, both of which are affiliates of Grain Management, LLC (“Grain”), pursuant to which we will sell our 800 MHz spectrum licenses in exchange for cash consideration of $2.9 billion and the receipt of Grain’s 600 MHz spectrum licenses, which we are currently utilizing under lease agreements with Grain. In addition, we may receive a share of certain future proceeds from transactions entered into by Grain that monetize the 800 MHz spectrum licenses, subject to certain terms and conditions and following a certain return on invested capital for Grain. As of June 30, 2025, $3.6 billion of the associated 800 MHz spectrum licenses have been classified as held for sale at cost, with $2.9 billion and $690 million presented in Other current assets and Other assets, respectively, on our Condensed Consolidated Balance Sheets based on the nature of consideration to be received. The transaction is subject to customary closing conditions and contingent on the receipt of regulatory approvals, including the FCC’s approval regarding certain modifications to the 800 MHz spectrum licenses, and is currently expected to close in the fourth quarter of 2025 or first quarter of 2026. We do not expect the transaction to have a material impact on our Condensed Consolidated Statements of Comprehensive Income upon the transaction close. In addition, we expect an increase to our cash income tax liability of approximately $850 million upon the transaction close.
Spectrum Exchange Transactions
During the three months ended June 30, 2025 and 2024, we recognized $1 million and $38 million, respectively, and during the six months ended June 30, 2025 and 2024, we recognized $173 million and $139 million, respectively, of non-cash spectrum license acquisitions associated with the closing of certain spectrum exchange transactions.
During the three months ended June 30, 2025 and 2024, we recognized $1 million and $22 million, respectively, and during the six months ended June 30, 2025 and 2024, we recognized $13 million and $47 million, respectively, of gains associated with the closing of certain spectrum exchange transactions as a reduction to Selling, general and administrative expenses on our Condensed Consolidated Statements of Comprehensive Income.
As of June 30, 2025, $243 million of spectrum licenses were classified as held for sale within Other assets on our Condensed Consolidated Balance Sheets related to additional spectrum exchange agreements pending regulatory approval and closing, which are expected to close in the next 12 months. The closings of these transactions are not expected to have a significant impact on our Condensed Consolidated Statements of Comprehensive Income.
Other Intangible Assets
The components of Other intangible assets were as follows:
| Useful Lives | June 30, 2025 | December 31, 2024 | |||||||||||||||||||||||||||||||||||||||
| (in millions) | Gross Amount | Accumulated Amortization | Net Amount | Gross Amount | Accumulated Amortization | Net Amount | |||||||||||||||||||||||||||||||||||
Customer relationships (1) | Up to | $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||
| Reacquired rights | Up to | ( | ( | ||||||||||||||||||||||||||||||||||||||
Tradenames and patents (1) | Up to | ( | ( | ||||||||||||||||||||||||||||||||||||||
| Favorable spectrum leases | Up to | ( | ( | ||||||||||||||||||||||||||||||||||||||
Other (1) | Up to | ( | ( | ||||||||||||||||||||||||||||||||||||||
| Other intangible assets | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||
Amortization expense for intangible assets subject to amortization was $199 million and $205 million for the three months ended June 30, 2025 and 2024, respectively, and $428 million and $416 million for the six months ended June 30, 2025 and 2024, respectively.
20
Index for Notes to the Condensed Consolidated Financial Statements
The estimated aggregate future amortization expense for intangible assets subject to amortization is summarized below:
| (in millions) | Estimated Future Amortization | ||||
| Twelve Months Ending June 30, | |||||
| 2026 | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| Thereafter | |||||
| Total | $ | ||||
Note 7 – Fair Value Measurements
The carrying values of Cash and cash equivalents, Accounts receivable and Accounts payable and accrued liabilities approximate fair value due to the short-term maturities of these instruments. The carrying values of EIP receivables approximate fair value as the receivables are recorded at their present value using an imputed interest rate.
Derivative Financial Instruments
We use derivatives to manage exposure to market risk, such as exposure to fluctuations in foreign currency exchange rates and interest rates. We designate certain derivatives as hedging instruments in a qualifying hedge accounting relationship to mitigate fluctuations in values or cash flows related to such risks caused by foreign currency or interest rate volatility. We do not use derivatives for trading or speculative purposes.
Cash flows associated with qualifying hedge derivative instruments are presented in the same category on our Condensed Consolidated Statements of Cash Flows as the item being hedged. For fair value hedges, other than foreign currency hedges, the change in the fair value of the derivative instruments is recognized in earnings through the same income statement line item as the change in the fair value of the hedged item. For cash flow hedges, as well as fair value foreign currency hedges, the change in the fair value of the derivative instruments is reported in Accumulated other comprehensive loss and recognized in earnings when the hedged item is recognized in earnings, again, through the same income statement line item.
We record derivatives on our Condensed Consolidated Balance Sheets at fair value that is derived primarily from observable market data, including exchange rates, interest rates and forward curves. These market inputs are utilized in the discounted cash flow calculation considering the instrument's term, notional amount, discount rate and credit risk. Significant inputs to derivative valuations are generally observable in active markets and, as such, are classified as Level 2 in the fair value hierarchy.
Cross-Currency Swaps
We enter into cross-currency swaps to offset changes in the value of our payments on foreign-denominated debt in USD and to mitigate the impact of foreign currency transaction gains and losses.
We have entered into cross-currency swap agreements, with the same notional amounts as our EUR-denominated debt issuances, to effectively convert €4.8 billion to USD borrowings, with the same maturities as our EUR-denominated debt issuances. The swaps qualify and have been designated as fair value hedges of our EUR-denominated debt, mitigating our exposure to foreign currency transaction gains and losses.
Accordingly, all changes in the fair value of the swaps will be initially recorded through Accumulated other comprehensive loss on our Condensed Consolidated Balance Sheets and reclassified to earnings in an amount that exactly offsets the periodic transaction gain or loss on remeasuring the debt, such that there will be no earnings volatility due to changes in foreign-currency exchange rates. Transaction gains or losses on remeasuring the EUR-denominated debt, as well as the offsetting swap amounts, are recorded within Other (expense) income, net on our Condensed Consolidated Statements of Comprehensive Income.
Changes in the fair value of the swaps may be different from the current period transaction gain or loss on remeasurement of the debt, in which case the difference will remain in Accumulated other comprehensive loss on our Condensed Consolidated
21
Index for Notes to the Condensed Consolidated Financial Statements
Balance Sheets. These differences generally represent credit or liquidity risk, referred to as a basis spread, and the time value of money (“excluded components”). The value of the excluded components is recognized in earnings using a systematic and rational method by accruing the current-period swap settlements into Interest expense, net, on our Condensed Consolidated Statements of Comprehensive Income. If an amount remains in Accumulated other comprehensive loss on our Condensed Consolidated Balance Sheets upon settlement of the derivative, those amounts will be reclassified to earnings at that time.
The following table summarizes the activity of our cross-currency swaps:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (in millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Other (expense) income, net | |||||||||||||||||||||||
| Pre-tax transaction (loss) gain on remeasurement of EUR-denominated debt | $ | ( | $ | $ | ( | $ | |||||||||||||||||
Amount recognized in Other (expense) income, net reclassified from Accumulated other comprehensive loss | ( | ( | |||||||||||||||||||||
| Accumulated other comprehensive loss | |||||||||||||||||||||||
Amount recognized in Accumulated other comprehensive loss reclassified to Other (expense) income, net | $ | ( | $ | $ | ( | $ | |||||||||||||||||
Gain (loss) associated with the change in fair value of cross-currency swaps recognized in Accumulated other comprehensive loss | ( | ( | |||||||||||||||||||||
Interest Rate Lock Derivatives
In April 2020, we terminated our interest rate lock derivatives entered into in October 2018. Aggregate changes in the fair value of our terminated interest rate lock derivatives, net of amortization, of $867 million and $960 million are presented in Accumulated other comprehensive loss on our Condensed Consolidated Balance Sheets as of June 30, 2025, and December 31, 2024, respectively.
During the three months ended June 30, 2025 and 2024, we amortized $63 million and $59 million, respectively, and during the six months ended June 30, 2025 and 2024, we amortized $125 million and $116 million, respectively, from Accumulated other comprehensive loss into Interest expense, net, on our Condensed Consolidated Statements of Comprehensive Income. We expect to amortize $264 million of the Accumulated other comprehensive loss associated with the derivatives into Interest expense, net, over the 12 months ending June 30, 2026.
Debt
The fair values of our Senior Notes and spectrum-backed Senior Secured Notes to third parties were determined based on quoted market prices in active markets. Accordingly, our Senior Notes and spectrum-backed Senior Secured Notes to third parties were classified as Level 1 within the fair value hierarchy. The fair value of our Senior Notes to affiliates was determined based on the fair value of the Senior Notes to third parties with similar terms and maturities. Accordingly, our Senior Notes to affiliates were classified as Level 2 within the fair value hierarchy. The fair values of our Senior Notes to third parties (EUR-denominated) and asset-backed notes (“ABS Notes”) were primarily based on quoted prices in inactive markets for identical instruments and observable changes in market interest rates, both of which are Level 2 inputs. Accordingly, our Senior Notes to third parties (EUR-denominated) and ABS Notes were classified as Level 2 within the fair value hierarchy. The fair value of our ECA Facility (as defined below) was determined based on a discounted cash flow approach using market interest rates of instruments with similar maturities and credit risk. Accordingly, our ECA Facility was classified as Level 2 within the fair value hierarchy.
Although we have determined the estimated fair values using available market information and commonly accepted valuation methodologies, judgment was required in interpreting market data to develop fair value estimates for the Senior Notes to third parties (EUR-denominated), Senior Notes to affiliates, ABS Notes and ECA Facility. The fair value estimates were based on information available as of June 30, 2025, and December 31, 2024. As such, our estimates are not necessarily indicative of the amount we could realize in a current market exchange.
22
Index for Notes to the Condensed Consolidated Financial Statements
The carrying amounts and fair values of our short-term and long-term debt included on our Condensed Consolidated Balance Sheets were as follows:
| (in millions) | Level within the Fair Value Hierarchy | June 30, 2025 | December 31, 2024 | ||||||||||||||||||||||||||
| Carrying Amount | Fair Value | Carrying Amount | Fair Value | ||||||||||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||||||||
| Senior Notes to third parties | 1 | $ | $ | $ | $ | ||||||||||||||||||||||||
| Senior Notes to third parties (EUR-denominated) | 2 | ||||||||||||||||||||||||||||
| Senior Notes to affiliates | 2 | ||||||||||||||||||||||||||||
| Senior Secured Notes to third parties | 1 | ||||||||||||||||||||||||||||
| ABS Notes to third parties | 2 | ||||||||||||||||||||||||||||
| ECA Facility to third parties | 2 | ||||||||||||||||||||||||||||
Note 8 – Debt
The following table sets forth the debt balances and activity as of, and for the six months ended, June 30, 2025:
| (in millions) | December 31, 2024 | Proceeds from Issuances and Borrowings (1) | Note Redemption | Repayments | Reclassifications (1) | Other (2) | June 30, 2025 | ||||||||||||||||||||||||||||||||||
| Short-term debt | $ | $ | $ | ( | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||||||
| Long-term debt | ( | ||||||||||||||||||||||||||||||||||||||||
| Total debt to third parties | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Long-term debt to affiliates | |||||||||||||||||||||||||||||||||||||||||
| Total debt | $ | $ | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||
(1)Issuances and borrowings and reclassifications are recorded net of accrued or paid issuance costs and discounts.
(2)Other includes the amortization of premiums, discounts, debt issuance costs and consent fees and the impact from changes in foreign currency exchange rates.
Our effective interest rate, excluding the impact of derivatives and capitalized interest, was 4.1 83.5 billion and $78.6 billion for the three months ended June 30, 2025 and 2024, respectively, and 4.1 81.7 billion and $78.0 billion for the six months ended June 30, 2025 and 2024, respectively. The weighted-average debt outstanding was calculated by applying an average of the monthly ending balances of total short-term and long-term debt to third parties and short-term and long-term debt to affiliates, net of unamortized premiums, discounts, debt issuance costs and consent fees.
Issuances and Borrowings
During the six months ended June 30, 2025, we issued and borrowed the following debt:
| (in millions) | Principal Issuances | Discounts and Issuance Costs, Net | Net Proceeds from Issuance of Long-Term Debt | Issue Date | |||||||||||||||||||
| $ | $ | ( | $ | February 11, 2025 | |||||||||||||||||||
| ( | February 11, 2025 | ||||||||||||||||||||||
| ( | February 11, 2025 | ||||||||||||||||||||||
| ( | March 27, 2025 | ||||||||||||||||||||||
| ( | March 27, 2025 | ||||||||||||||||||||||
| ( | March 27, 2025 | ||||||||||||||||||||||
| Total of Senior Notes issued | ( | ||||||||||||||||||||||
| ( | February 27, 2025 | ||||||||||||||||||||||
| Total of ABS Notes issued | ( | ||||||||||||||||||||||
| ( | March 17, 2025 | ||||||||||||||||||||||
| Total of credit facility borrowed | ( | ||||||||||||||||||||||
| Total Issuances and Borrowings | $ | $ | ( | $ | |||||||||||||||||||
On May 23, 2025, we launched exchange offers for any and all of certain outstanding senior notes of UScellular. As of July 1, 2025, the total principal amount of certain outstanding UScellular senior notes validly tendered was $1.7 billion. See Note 2 - Business Combinations for further information regarding the UScellular Acquisition.
23
Index for Notes to the Condensed Consolidated Financial Statements
Note Redemption and Repayments
During the six months ended June 30, 2025, we made the following redemption and repayments:
| (in millions) | Principal Amount | Payment Date | |||||||||
| $ | April 15, 2025 | ||||||||||
| Total Redemption | $ | ||||||||||
| $ | January 13, 2025 | ||||||||||
| ECA Facility due 2036 | March 17, 2025 | ||||||||||
| Various | |||||||||||
| Various | |||||||||||
| Total Repayments | $ | ||||||||||
Asset-backed Notes
On February 27, 2025, we issued $500 million of 4.740 % Class A Senior ABS Notes to third parties in a private placement transaction. Net proceeds of $498 million from these ABS Notes are presented in Proceeds from issuance of long-term debt, net on our Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2025.
As of June 30, 2025, $1.7 billion of our ABS Notes were secured in total by $2.3 billion of gross EIP receivables and future collections on such receivables. Our ABS Notes and the assets securing this debt are included on our Condensed Consolidated Balance Sheets.
The expected maturities of our ABS Notes as of June 30, 2025, were as follows:
| (in millions) | Expected Maturities | ||||
| 2025 | $ | ||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| Total | $ | ||||
Variable Interest Entities
In connection with our ABS Notes issuances, we formed a wholly owned subsidiary, which qualifies as a bankruptcy remote entity (the “ABS BRE”), and a trust (the “ABS Trust” and together with the ABS BRE, the “ABS Entities”), in which the ABS BRE holds a residual interest. Each of the ABS Entities meet the definition of a VIE for which we have determined that we are the primary beneficiary, as we have the power to direct the activities of the ABS Entities that most significantly impact their performance. Accordingly, we include the balances and results of operations of the ABS Entities on our condensed consolidated financial statements.
The following table summarizes the carrying amounts and classification of assets and liabilities included on our Condensed Consolidated Balance Sheets with respect to the ABS Entities:
| (in millions) | June 30, 2025 | December 31, 2024 | |||||||||
| Assets | |||||||||||
| Equipment installment plan receivables, net | $ | $ | |||||||||
| Equipment installment plan receivables due after one year, net | |||||||||||
| Other current assets | |||||||||||
| Liabilities | |||||||||||
| Accounts payable and accrued liabilities | $ | $ | |||||||||
| Short-term debt | |||||||||||
| Long-term debt | |||||||||||
See Note 4 – Receivables and Related Allowance for Credit Losses for additional information on the EIP receivables used to secure the ABS Notes.
24
Index for Notes to the Condensed Consolidated Financial Statements
Restricted Cash
Certain provisions of our debt agreements require us to maintain specified cash collateral balances. Amounts associated with these balances are considered to be restricted cash. See Note 15 – Additional Financial Information for our reconciliation of Cash and cash equivalents, including restricted cash.
ECA Facility
On January 31, 2025, our wholly owned subsidiary, T-Mobile USA, Inc., entered into a credit agreement with certain financial institutions, backed by an Export Credit Agency (the “ECA Facility”), providing for a loan of up to $1.0 billion to finance network equipment-related purchases. The obligations under the ECA Facility are also guaranteed by us and by all of our wholly owned domestic restricted subsidiaries (subject to customary exceptions). On March 17, 2025, we drew down the full $1.0 billion available under the ECA Facility and recognized the net proceeds within Proceeds from issuance of long-term debt, net on our Condensed Consolidated Statements of Cash Flows. Borrowings under the ECA facility are amortized semi-annually in equal installments up to the maturity date of March 15, 2036. Interest is based on the Secured Overnight Financing Rate for the interest period plus an applicable margin.
Note 9 – Tower Obligations
Existing CCI Tower Lease Arrangements
In 2012, we conveyed to Crown Castle International Corp. (“CCI”) the exclusive right to manage and operate approximately 6,200 tower sites (“CCI Lease Sites”) via a master prepaid lease with site lease terms ranging from 23 to 37 years. CCI has fixed-price purchase options for the CCI Lease Sites totaling approximately $2.0 billion, exercisable annually on a per-tranche basis at the end of the lease term during the period from December 31, 2035, through December 31, 2049. If CCI exercises its purchase option for any tranche, it must purchase all the towers in the tranche. We lease back a portion of the space at certain tower sites.
Assets and liabilities associated with the operation of the tower sites were transferred to special purpose entities (“SPEs”). Assets included ground lease agreements or deeds for the land on which the towers are situated, the towers themselves and existing subleasing agreements with other mobile network operator tenants that lease space at the tower sites. Liabilities included the obligation to pay ground lease rentals, property taxes and other executory costs.
We determined the SPEs containing the CCI Lease Sites (“Lease Site SPEs”) are VIEs as they lack sufficient equity to finance their activities. We have a variable interest in the Lease Site SPEs but are not the primary beneficiary as we lack the power to direct the activities that most significantly impact the Lease Site SPEs’ economic performance. These activities include managing tenants and underlying ground leases, performing repair and maintenance on the towers, the obligation to absorb expected losses and the right to receive the expected future residual returns from the purchase option to acquire the CCI Lease Sites. As we determined that we are not the primary beneficiary and do not have a controlling financial interest in the Lease Site SPEs, the Lease Site SPEs are not included on our condensed consolidated financial statements.
However, we also considered if this arrangement resulted in the sale of the CCI Lease Sites for which we would derecognize the tower assets. By assessing whether control had transferred, we concluded that transfer of control criteria, as discussed in the revenue standard, were not met. Accordingly, we recorded this arrangement as a financing whereby we recorded debt, a financial obligation, and the CCI Lease Sites tower assets remained on our Condensed Consolidated Balance Sheets. We recorded long-term financial obligations in the amount of the net proceeds received and recognize interest on the tower obligations. The tower obligations are increased by interest expense and amortized through contractual leaseback payments made by us to CCI and through net cash flows generated and retained by CCI from the operation of the tower sites.
Acquired CCI Tower Lease Arrangements
Prior to our merger (the “Sprint Merger”) with Sprint Corporation (“Sprint”), Sprint entered into a lease-out and leaseback arrangement with Global Signal Inc., a third party that was subsequently acquired by CCI, that conveyed to CCI the exclusive right to manage and operate approximately 6,400 tower sites (“Master Lease Sites”) via a master prepaid lease. These agreements were assumed upon the close of the Sprint Merger, at which point the remaining term of the lease-out was approximately 17 years with no renewal options. CCI has a fixed price purchase option for all (but not less than all) of the leased or subleased sites for approximately $2.3 billion, exercisable one year prior to the expiration of the agreement and ending 120 days prior to the expiration of the agreement. We lease back a portion of the space at certain tower sites.
25
Index for Notes to the Condensed Consolidated Financial Statements
We considered if this arrangement resulted in the sale of the Master Lease Sites for which we would derecognize the tower assets. By assessing whether control had transferred, we concluded that transfer of control criteria, as discussed in the revenue standard, were not met. Accordingly, we recorded this arrangement as a financing whereby we recorded debt, a financial obligation, and the Master Lease Sites tower assets remained on our Condensed Consolidated Balance Sheets.
We recognize interest expense on the tower obligations. The tower obligations are increased by the interest expense and amortized through contractual leaseback payments made by us to CCI. The tower assets are reported in Property and equipment, net on our Condensed Consolidated Balance Sheets and are depreciated to their estimated residual values over the expected useful life of the towers, which is 20 years.
Leaseback Arrangement
On January 3, 2022, we entered into an agreement (the “Crown Agreement”) with CCI. The Crown Agreement extends the current term of the leasebacks by up to 12 years and modifies the leaseback payments for both the Existing CCI Tower Lease Arrangements and the Acquired CCI Tower Lease Arrangements. As a result of the Crown Agreement, there was an increase in our financing obligation as of the effective date of the Crown Agreement of approximately $1.2 billion, with a corresponding decrease to Other long-term liabilities associated with unfavorable contract terms. The modification resulted in a revised interest rate under the effective interest method for the tower obligations: 11.6 % for the Existing CCI Tower Lease Arrangements and 5.3 % for the Acquired CCI Tower Lease Arrangements. There were no changes made to either of our master prepaid leases with CCI.
The following table summarizes the balances associated with both of the tower arrangements on our Condensed Consolidated Balance Sheets:
| (in millions) | June 30, 2025 | December 31, 2024 | |||||||||
| Property and equipment, net | $ | $ | |||||||||
| Tower obligations | |||||||||||
| Other long-term liabilities | |||||||||||
Future minimum payments related to the tower obligations are approximately $384 million for the 12-month period ending June 30, 2026, $798 million in total for both of the 12-month periods ending June 30, 2027 and 2028, $848 million in total for both of the 12-month periods ending June 30, 2029 and 2030, and $3.5 billion in total thereafter.
We are contingently liable for future ground lease payments through the remaining term of the CCI Lease Sites and the Master Lease Sites. These contingent obligations are not included in Operating lease liabilities, as any amount due is contractually owed by CCI based on the subleasing arrangement. Under the arrangement, we remain primarily liable for ground lease payments on approximately 900 sites and have included lease liabilities of $247 million in our Operating lease liabilities as of June 30, 2025.
Note 10 – Revenue from Contracts with Customers
Disaggregation of Revenue
We provide wireless communications services to three primary categories of customers:
•Postpaid customers generally include customers who are qualified to pay after receiving wireless communications services utilizing phones, 5G broadband, fiber, mobile internet devices (including tablets and hotspots), wearables, DIGITS and other connected devices (including SyncUP and IoT);
•Prepaid customers generally include customers who pay for wireless communications services in advance; and
•Wholesale customers include Machine-to-Machine and Mobile Virtual Network Operator customers that operate on our network but are managed by wholesale partners.
26
Index for Notes to the Condensed Consolidated Financial Statements
Postpaid service revenues, including postpaid phone revenues and postpaid other revenues, were as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (in millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Postpaid service revenues | |||||||||||||||||||||||
| Postpaid phone revenues | $ | $ | $ | $ | |||||||||||||||||||
| Postpaid other revenues | |||||||||||||||||||||||
| Total postpaid service revenues | $ | $ | $ | $ | |||||||||||||||||||
The balances presented in each revenue line item on our Condensed Consolidated Statements of Comprehensive Income represent categories of revenue from contracts with customers disaggregated by type of product and service. Postpaid and prepaid service revenues also include revenues earned for providing premium services to customers, such as device insurance services. Revenue generated from the lease of mobile communication devices is included in Equipment revenues on our Condensed Consolidated Statements of Comprehensive Income.
Contract Balances
The contract asset and contract liability balances from contracts with customers as of June 30, 2025, and December 31, 2024, were as follows:
| (in millions) | Contract Assets | Contract Liabilities | |||||||||
| Balance as of December 31, 2024 | $ | $ | |||||||||
| Balance as of June 30, 2025 | |||||||||||
| Change | $ | $ | ( | ||||||||
Contract assets primarily represent revenue recognized for equipment sales with promotional bill credits offered to customers that are paid over time and are contingent on the customer maintaining a service contract.
The change in the contract asset balance reflects customer activity related to new promotions, offset by billings on existing contracts and impairment, which is recognized as bad debt expense. The current portion of our contract assets of $651 million and $492 million as of June 30, 2025, and December 31, 2024, respectively, was included in Other current assets on our Condensed Consolidated Balance Sheets.
Contract liabilities are recorded when fees are collected, or we have an unconditional right to consideration (a receivable) in advance of delivery of goods or services. Changes in contract liabilities are primarily related to the activity of prepaid customers, including customers acquired through the Ka’ena Acquisition. Contract liabilities are primarily included in Deferred revenue on our Condensed Consolidated Balance Sheets.
Revenues for the three and six months ended June 30, 2025 and 2024, include the following:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (in millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Amounts included in the beginning of year contract liability balance | $ | $ | $ | $ | |||||||||||||||||||
Remaining Performance Obligations
As of June 30, 2025, the aggregate amount of the transaction price allocated to remaining service performance obligations for postpaid contracts with subsidized devices and promotional bill credits that result in an extended service contract is $2.0 billion. We expect to recognize revenue as the service is provided on these postpaid contracts over an extended contract term of 24 months from the time of origination.
Information about remaining performance obligations that are part of a contract that has an original expected duration of one year or less has been excluded from the above, which primarily consists of monthly service contracts.
Certain of our wholesale, roaming and service contracts include variable consideration based on usage and performance. This variable consideration has been excluded from the disclosure of remaining performance obligations. As of June 30, 2025, the aggregate amount of the contractual minimum consideration for wholesale, roaming and service contracts is $466 million, $1.2 billion and $2.5 billion for the remainder of 2025, 2026 and 2027 and beyond, respectively. These contracts have a remaining duration ranging from less than one year to seven years .
27
Index for Notes to the Condensed Consolidated Financial Statements
Contract Costs
The balance of deferred incremental costs to obtain contracts with customers was $1.9 billion and $2.0 billion for June 30, 2025, and December 31, 2024, respectively, and is included in Other assets on our Condensed Consolidated Balance Sheets. Deferred contract costs incurred to obtain postpaid service contracts are amortized over a period of 24 months. The amortization period is monitored to reflect any significant change in assumptions. Amortization of deferred contract costs included in Selling, general and administrative expenses on our Condensed Consolidated Statements of Comprehensive Income were $478 million and $489 million for the three months ended June 30, 2025 and 2024, respectively, and $963 million and $978 million for the six months ended June 30, 2025 and 2024, respectively.
The deferred contract cost asset is assessed for impairment on a periodic basis. There were no
Note 11 – Segment Reporting
We manage our business activities on a consolidated basis and operate as a single operating segment: Wireless. We primarily derive our revenue in the United States by providing wireless communications services to customers using our wireless networks and selling devices that provide customers access to our wireless networks. The accounting policies of the Wireless segment are the same as those described in Part II, Item 8, Note 1 – Summary of Significant Accounting Policies of our Annual Report on Form 10-K for the year ended December 31, 2024.
Our chief operating decision maker (“CODM”) is our President and Chief Executive Officer, G. Michael Sievert. The CODM uses Net income, as reported on our Condensed Consolidated Statements of Comprehensive Income, in evaluating performance of the Wireless segment and determining how to allocate resources of the Company as a whole, including investing in our networks and customers, stockholder return programs and acquisition strategy. The CODM does not review assets in evaluating the results of the Wireless segment, and therefore, such information is not presented.
The following table provides the operating financial results of our Wireless segment:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (in millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Total revenues | $ | $ | $ | $ | |||||||||||||||||||
| Less: Significant and other segment expenses | |||||||||||||||||||||||
| Cost of equipment sales | |||||||||||||||||||||||
| Employee expenses | |||||||||||||||||||||||
| Lease expense | |||||||||||||||||||||||
| Advertising expense | |||||||||||||||||||||||
| Bad debt expense | |||||||||||||||||||||||
Other segment items (1) | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||
| Other expense (income), net | ( | ||||||||||||||||||||||
| Income tax expense | |||||||||||||||||||||||
| Segment net income | $ | $ | $ | $ | |||||||||||||||||||
Note 12 – Stockholder Return Program
2025 Stockholder Return Program
On December 13, 2024, we announced that our Board of Directors authorized our 2025 Stockholder Return Program of up to $14.0 billion that will run through December 31, 2025 (the “2025 Stockholder Return Program”). The 2025 Stockholder Return Program consists of repurchases of shares of our common stock and the payment of cash dividends. The amount available under the 2025 Stockholder Return Program for share repurchases will be reduced by the amount of any cash dividends declared and paid by us.
On November 21, 2024, our Board of Directors declared a cash dividend of $0.88
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Index for Notes to the Condensed Consolidated Financial Statements
On February 6, 2025, our Board of Directors declared a cash dividend of $0.88
On June 5, 2025, our Board of Directors declared a cash dividend of $0.88
During the three and six months ended June 30, 2025, we paid an aggregate of $996 million and $2.0 billion, respectively, in cash dividends to our stockholders, which were presented within Net cash used in financing activities on our Condensed Consolidated Statements of Cash Flows, of which during the three and six months ended June 30, 2025, $518 million and $1.0 billion, respectively, were paid to Deutsche Telekom AG (“DT”). As of June 30, 2025, $986 million for dividends payable is presented within Other current liabilities on our Condensed Consolidated Balance Sheets, of which $518 million is payable to DT.
During the three months ended June 30, 2025, we repurchased 10,148,791 shares of our common stock at an average price per share of $243.32 for a total purchase price of $2.5 billion, and during the six months ended June 30, 2025, we repurchased 20,240,018 shares of our common stock at an average price per share of $244.04 for a total purchase price of $4.9 billion, under the 2025 Stockholder Return Program. All shares repurchased during the three and six months ended June 30, 2025, were purchased at market price. As of June 30, 2025, we had up to $7.1 billion remaining under the 2025 Stockholder Return Program for repurchases of shares and quarterly dividends through December 31, 2025.
Subsequent to June 30, 2025, from July 1, 2025, through July 18, 2025, we repurchased 2,032,767 shares of our common stock at an average price per share of $232.16 for a total purchase price of $472 million. As of July 18, 2025, we had up to $6.6 billion remaining under the 2025 Stockholder Return Program for repurchases of shares and quarterly dividends through December 31, 2025.
Note 13 – Earnings Per Share
The computation of basic and diluted earnings per share was as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (in millions, except shares and per share amounts) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
Weighted-average shares outstanding – basic (1) | |||||||||||||||||||||||
| Effect of dilutive securities: | |||||||||||||||||||||||
Outstanding stock options, unvested stock awards (1) | |||||||||||||||||||||||
| Weighted-average shares outstanding – diluted | |||||||||||||||||||||||
| Earnings per share – basic | $ | $ | $ | $ | |||||||||||||||||||
| Earnings per share – diluted | $ | $ | $ | $ | |||||||||||||||||||
| Potentially dilutive securities: | |||||||||||||||||||||||
| Outstanding stock options and unvested stock awards | |||||||||||||||||||||||
Ka’ena Acquisition earnout (2) | |||||||||||||||||||||||
(1) During the second quarter of 2025, the weighted-average number of shares issuable related to the Ka’ena Acquisition earnout (“Ka’ena Shares”) are included in our calculations of basic and diluted weighted-average shares outstanding based on the 20 trading day volume-weighted average price, as further described below.
(2) Represents the Ka’ena Shares that were contingently issuable based on achievement of specified performance indicators from the Ka’ena Acquisition closing date of May 1, 2024, based on the maximum number of shares contingently issuable for the earnout and 20 trading day volume-weighted average price as of June 30, 2024.
As of June 30, 2025, we had authorized 100 million shares of preferred stock, with a par value of $0.00001 per share. There was no
The Ka’ena Shares were previously contingent consideration for the Ka’ena Acquisition. On June 30, 2025, we amended the Merger and Unit Purchase Agreement to set the calculation of the earnout as the difference between the maximum purchase price of $1.35 billion and the upfront payment, as adjusted, and removed the requirement for Ka’ena to achieve specified performance indicators. The Ka’ena Shares issuable are included in the calculation of basic and diluted weighted-average shares
29
Index for Notes to the Condensed Consolidated Financial Statements
Note 14 – Commitments and Contingencies
Purchase Commitments
We have commitments for non-dedicated transportation lines with varying expiration terms that generally extend through 2038. In addition, we have commitments to purchase wireless devices, network services, equipment, software, marketing sponsorship agreements and other items in the ordinary course of business, with various terms through 2045.
The following table summarizes the timing of such purchase commitments as of June 30, 2025:
| (in millions) | Less Than 1 Year | 1 - 3 Years | 3 - 5 Years | More Than 5 Years | Total | ||||||||||||||||||||||||
Purchase commitments (1) | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
On April 24, 2024, we entered into a definitive agreement with a fund operated by EQT, Fund VI, to establish a joint venture between us and Fund VI to acquire Lumos, a fiber-to-the-home platform, from EQT’s predecessor fund, EQT Infrastructure III. On April 1, 2025, we completed the joint acquisition of Lumos. Pursuant to the definitive agreement, we expect to make an additional capital contribution of approximately $500 million between 2027 and 2028 under the existing business plan. The additional capital contribution is excluded from our reported purchase commitments above. See Note 3 – Joint Ventures for additional details.
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 on August 1, 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. The earnout is excluded from our reported purchase commitments above. See Note 2 – Business Combinations for additional details.
On May 24, 2024, we entered into a securities purchase agreement with UScellular, Telephone and Data Systems, Inc., and USCC Wireless Holdings, LLC, pursuant to which, among other things, we will acquire substantially all of UScellular’s wireless operations and select 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 prior to closing. To the extent any debtholders do not participate in the Exchange Offers, their senior notes will continue as obligations of UScellular, and the cash portion of the purchase price will be correspondingly increased. Following the closing of the transaction, we will enter into a 15-year master license agreement and estimate the incremental future minimum lease payments will be $1.4 billion over 15 years post-closing. The estimated purchase price and incremental minimum lease payments are excluded from our reported purchase commitments above. See Note 2 – Business Combinations for additional details.
On July 18, 2024, we entered into a definitive agreement with KKR to establish a joint venture to acquire Metronet, a fiber-to-the-home platform. At closing, we expect to invest approximately $4.6 billion, adjusted for Metronet’s incremental pre-close debt financing, to acquire a 50 % equity interest in the joint venture and all existing residential fiber customers, as well as funding of the joint venture. The estimated purchase price is excluded from our reported purchase commitments above. See Note 3 – Joint Ventures for additional details.
Sprint Merger Commitments
In connection with the regulatory proceedings and approvals of the Sprint Merger pursuant to the Business Combination Agreement with Sprint and the other parties named therein (as amended, the “Business Combination Agreement”) and the other transactions contemplated by the Business Combination Agreement, we have commitments and other obligations to various state and federal agencies and certain nongovernmental organizations, including pursuant to the Consent Decree agreed to by us, DT, Sprint, SoftBank Group Corp. (“SoftBank”) and DISH Network Corporation and entered by the U.S. District Court for the District of Columbia, and the FCC’s memorandum opinion and order approving our applications for approval of the Sprint Merger. These commitments and obligations include, among other things, extensive 5G network build-out commitments, obligations to deliver high-speed wireless services to the vast majority of Americans, including Americans residing in rural areas, and the marketing of an in-home broadband product where spectrum capacity is available. Other commitments relate to national security, pricing, service, employment and support of diversity initiatives. Many of the commitments specify time
30
Index for Notes to the Condensed Consolidated Financial Statements
frames for compliance and reporting. Failure to fulfill our obligations and commitments in a timely manner could result in substantial fines, penalties, or other legal and administrative actions.
Contingencies and Litigation
Litigation and Regulatory Matters
We are involved in various lawsuits and disputes, claims, government agency investigations and enforcement actions, and other proceedings (“Litigation and Regulatory Matters”) that arise in the ordinary course of business, which include claims of patent infringement (most of which are asserted by non-practicing entities primarily seeking monetary damages), class actions, and proceedings to enforce FCC or other government agency rules and regulations. Those Litigation and Regulatory Matters are at various stages, and some of them may proceed to trial, arbitration, hearing, or other adjudication that could result in fines, penalties, or awards of monetary or injunctive relief in the coming 12 months if they are not otherwise resolved. We have established an accrual with respect to certain of these matters, where appropriate. The accruals are reflected on our condensed consolidated financial statements, but they are not considered to be, individually or in the aggregate, material. An accrual is established when we believe it is both probable that a loss has been incurred and an amount can be reasonably estimated. For other matters, where we have not determined that a loss is probable or because the amount of loss cannot be reasonably estimated, we have not recorded an accrual due to various factors typical in contested proceedings, including, but not limited to, uncertainty concerning legal theories and their resolution by courts or regulators, uncertain damage theories and demands, and a less than fully developed factual record. For Litigation and Regulatory Matters that may result in a contingent gain, we recognize such gains on our condensed consolidated financial statements when the gain is realized or realizable. We recognize legal costs expected to be incurred in connection with Litigation and Regulatory Matters as they are incurred. Except as otherwise specified below, we do not expect that the ultimate resolution of these Litigation and Regulatory Matters, individually or in the aggregate, will have a material adverse effect on our financial position, but we note that an unfavorable outcome of some or all of the specific matters identified below, or other matters that we are or may become involved in could have a material adverse impact on results of operations or cash flows for a particular period. This assessment is based on our current understanding of relevant facts and circumstances. As such, our view of these matters is subject to inherent uncertainties and may change in the future.
On February 28, 2020, T-Mobile and Sprint each received a Notice of Apparent Liability for Forfeiture and Admonishment from the FCC, which proposed a penalty for allegedly violating section 222 of the Communications Act and the FCC’s regulations governing the privacy of customer information. On April 29, 2024, the FCC issued Forfeiture Orders against T-Mobile and Sprint that largely adopted the allegations and conclusions of the Notices of Apparent Liability and imposed penalties on T-Mobile and Sprint. T-Mobile and Sprint paid those penalties under protest, and on June 27, 2024, T-Mobile and Sprint filed Petitions for Review challenging the FCC’s Forfeiture Orders in the United States Court of Appeals for the District of Columbia. We are unable to predict the potential outcome of those proceedings.
On April 1, 2020, in connection with the closing of the Sprint Merger, we assumed the contingencies and litigation matters of Sprint. Those matters include a wide variety of disputes, claims, government agency investigations and enforcement actions, and other proceedings. These matters include, among other things, certain ongoing FCC and state government agency investigations into Sprint’s Lifeline program. In September 2019, Sprint notified the FCC that it had claimed monthly subsidies for serving subscribers, even though these subscribers may not have met usage requirements under Sprint's usage policy for the Lifeline program, due to an inadvertent coding issue in the system used to identify qualifying subscriber usage that occurred in July 2017 while the system was being updated. Sprint has made a number of payments to reimburse the federal government and certain states for excess subsidy payments.
We note that, pursuant to Amendment No. 2, dated as of February 20, 2020, to the Business Combination Agreement, dated as of April 29, 2018, by and among the Company, Sprint and the other parties named therein, SoftBank agreed to indemnify us against certain specified matters and losses, including those relating to the Lifeline matters described above. Resolution of these matters could require us to make additional reimbursements and pay additional fines and penalties, which we do not expect to have a significant impact on our financial results. We expect that any additional liabilities related to these indemnified matters would be indemnified and reimbursed by SoftBank.
On June 1, 2021, a putative shareholder class action and derivative lawsuit was filed in the Delaware Court of Chancery, Dinkevich v. Deutsche Telekom AG, et al., Case No. C.A. No. 2021-0479, against DT, SoftBank and certain of our current and former officers and directors, asserting breach of fiduciary duty claims relating to the repricing amendment to the Business Combination Agreement and to SoftBank’s monetization of its T-Mobile shares. We are also named as a nominal defendant in the case. We are unable to predict the potential outcome of these claims.
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Index for Notes to the Condensed Consolidated Financial Statements
On August 12, 2021, we became aware of a cybersecurity issue involving unauthorized access to T-Mobile’s systems (the “August 2021 cyberattack”). We immediately began an investigation and engaged cybersecurity experts to assist with the assessment of the incident and to help determine what data was impacted. Our investigation uncovered that the perpetrator had illegally gained access to certain areas of our systems on or about March 18, 2021, but only gained access to and took data of current, former, and prospective customers beginning on or about August 3, 2021. With the assistance of our outside cybersecurity experts, we located and closed the unauthorized access to our systems and identified current, former and prospective customers whose information was impacted and notified them, consistent with state and federal requirements. We also undertook a number of other measures to demonstrate our continued support and commitment to data privacy and protection. We also coordinated with law enforcement. Our forensic investigation is complete, and we believe we have a full view of the data compromised.
As a result of the August 2021 cyberattack, we have become subject to numerous lawsuits, including mass arbitration claims and multiple class action lawsuits that have been filed in numerous jurisdictions seeking, among other things, unspecified monetary damages, costs and attorneys’ fees arising out of the August 2021 cyberattack. In December 2021, the Judicial Panel on Multidistrict Litigation consolidated the federal class action lawsuits in the U.S. District Court for the Western District of Missouri under the caption In re: T-Mobile Customer Data Security Breach Litigation, Case No. 21-md-3019-BCW. On July 22, 2022, we entered into an agreement to settle the lawsuit. On June 29, 2023, the Court issued an order granting final approval of the settlement. All appeals have been resolved, and the settlement is now final. Under the terms of the settlement, we have paid an aggregate of $350 million to fund claims submitted by class members, the legal fees of plaintiffs’ counsel and the costs of administering the settlement. As required under the terms of the settlement, we have spent an aggregate of $150 million for data security and related technology in 2022 and 2023. The settlement provides a full release of all claims arising out of the August 2021 cyberattack by class members who did not opt out, against all defendants, including us, our subsidiaries and affiliates, and our directors and officers. The settlement contains no admission of liability, wrongdoing or responsibility by any of the defendants.
We anticipate that this settlement of the class action, along with other settlements of separate consumer claims that have been previously completed or are currently pending, will resolve substantially all of the claims brought to date by our current, former and prospective customers who were impacted by the 2021 cyberattack. In connection with the class action settlement and the separate settlements, we recorded a total pre-tax charge of approximately $400 million in the second quarter of 2022.
In addition, in September 2022, a purported Company shareholder filed a derivative action in the Delaware Court of Chancery under the caption Harper v. Sievert, et al., Case No. 2022-0819-SG, against our current directors and certain of our former directors, alleging claims for breach of fiduciary duty relating to the Company’s cybersecurity practices. We are also named as a nominal defendant in the lawsuit. On May 31, 2024, the court issued an opinion dismissing the plaintiff’s complaint in its entirety. The plaintiff appealed that decision, and on February 17, 2025, the Delaware Supreme Court affirmed the Court of Chancery’s decision dismissing the complaint. We are unable at this time to predict whether we may be subject to further private litigation relating to the August 2021 cyberattack or the Company’s cybersecurity practices.
We have also received inquiries and contested legal proceedings from various government agencies, law enforcement and other governmental authorities related to the August 2021 cyberattack, which could result in substantial fines or penalties. We reached an agreement with the FCC, which was announced on September 30, 2024, to resolve one of those inquiries. We will continue to cooperate fully with the other agencies and regulators inquiring about the matter with an aim to resolve all of these matters. While we hope to resolve them in the near term, we cannot predict the timing or outcome of any of these matters or whether we may be subject to further regulatory inquiries, investigations, or enforcement actions.
In light of the inherent uncertainties involved in such matters, and based on the information currently available to us, in addition to the previously recorded pre-tax charge of approximately $400 million noted above, we believe it is reasonably possible that we could incur additional losses associated with these proceedings and inquiries, and we will continue to evaluate information as it becomes known and will record an estimate for losses at the time or times when it is both probable that a loss has been incurred and the amount of the loss is reasonably estimable. Ongoing legal and other costs related to these proceedings and inquiries, as well as any potential future actions, may be substantial, and losses associated with any adverse judgments, settlements, penalties or other resolutions of such proceedings and inquiries could be material to our business, reputation, financial condition, cash flows and operating results.
On June 17, 2022, plaintiffs filed a putative antitrust class action complaint in the Northern District of Illinois, Dale, et al. v. Deutsche Telekom AG, et al., Case No. 1:22-cv-03189, against DT, T-Mobile, and SoftBank, alleging that the Sprint Merger violated the antitrust laws and harmed competition in the U.S. retail cell service market. Plaintiffs seek injunctive relief and trebled monetary damages on behalf of a purported class of AT&T and Verizon customers whom plaintiffs allege paid artificially inflated prices due to the Sprint Merger. We are vigorously defending this lawsuit, but we are unable to predict the potential outcome.
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Index for Notes to the Condensed Consolidated Financial Statements
On January 5, 2023, we identified that a bad actor was obtaining data through a single Application Programming Interface (“API”) without authorization. Based on our investigation, the impacted API is only able to provide a limited set of customer account data, including name, billing address, email, phone number, date of birth, T-Mobile account number and information, such as the number of lines on the account and plan features. The result from our investigation indicates that the bad actor(s) obtained data from this API for approximately 37 million current postpaid and prepaid customer accounts, though many of these accounts did not include the full data set. We believe that the bad actor first retrieved data through the impacted API starting on or around November 25, 2022. We have notified individuals whose information was impacted consistent with state and federal requirements.
In connection with the January 2023 cyberattack, we became subject to consumer class actions and regulatory inquiries, to which we will continue to respond in due course and may incur significant expenses. However, we cannot predict the timing or outcome of any of these potential matters or whether we may be subject to additional legal proceedings, claims, regulatory inquiries, investigations, or enforcement actions.
On February 25, 2025, a purported Company shareholder filed a putative class action and derivative lawsuit in the Delaware Court of Chancery under the caption Palkon v. Deutsche Telekom AG, et al., Case No. 2025-0211-PAF, against four DT entities, our current directors, and certain of our former directors, asserting breach of fiduciary duty and unjust enrichment claims relating to our 2022 Stock Repurchase Program and our 2023-2024 Stockholder Return Program. We are also named as a nominal defendant in the lawsuit. We are unable to predict the potential outcome of these claims.
Note 15 – Additional Financial Information
Accounts Payable and Accrued Liabilities
Accounts payable and accrued liabilities are summarized as follows:
| (in millions) | June 30, 2025 | December 31, 2024 | |||||||||
| Accounts payable | $ | $ | |||||||||
| Property and other taxes, including payroll | |||||||||||
| Payroll and related benefits | |||||||||||
| Accrued interest | |||||||||||
| Other accrued liabilities | |||||||||||
| Accounts payable and accrued liabilities | $ | $ | |||||||||
Book overdrafts included in Accounts payable were $267 million and $460 million as of June 30, 2025, and December 31, 2024, respectively.
Supplemental Condensed Consolidated Statements of Cash Flows Information
The following table summarizes T-Mobile’s supplemental cash flow information:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (in millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Interest payments, net of amounts capitalized | $ | $ | $ | $ | |||||||||||||||||||
| Operating lease payments | |||||||||||||||||||||||
| Income tax payments | |||||||||||||||||||||||
| Non-cash investing and financing activities | |||||||||||||||||||||||
| Non-cash beneficial interest obtained in exchange for securitized receivables | $ | $ | $ | $ | |||||||||||||||||||
| Change in accounts payable and accrued liabilities for purchases of property and equipment | ( | ( | ( | ( | |||||||||||||||||||
| Operating lease right-of-use assets obtained in exchange for lease obligations | |||||||||||||||||||||||
| Financing lease right-of-use assets obtained in exchange for lease obligations | |||||||||||||||||||||||
| Deferred consideration related to the Ka’ena Acquisition | |||||||||||||||||||||||
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Index for Notes to the Condensed Consolidated Financial Statements
Cash and Cash Equivalents, Including Restricted Cash
Cash and cash equivalents, including restricted cash, presented on our Condensed Consolidated Statements of Cash Flows were included on our Condensed Consolidated Balance Sheets as follows:
| (in millions) | June 30, 2025 | December 31, 2024 | |||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash (included in Other current assets) | |||||||||||
| Restricted cash (included in Other assets) | |||||||||||
| Cash and cash equivalents, including restricted cash | $ | $ | |||||||||
Note 16 – Subsequent Events
On July 9, 2025, we received all necessary regulatory approvals, and the joint acquisition of Metronet is expected to close on July 24, 2025. See Note 3 - Joint Ventures for additional information.
On July 11, 2025, we received all necessary regulatory approvals, and the UScellular Acquisition is expected to close on August 1, 2025. See Note 2 - Business Combinations for additional information.
From July 1, 2025, through July 18, 2025, we repurchased 2,032,767 shares of our common stock at an average price per share of $232.16 for a total purchase price of $472 million. See Note 12 - Stockholder Return Program for additional information.
On July 22, 2025, we entered into asset purchase agreements for the acquisition of substantially all of the wireless operations assets of the Iowa Entities for an aggregate purchase price of approximately $170 million. See Note 2 - Business Combinations for additional information.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Cautionary Statement Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q (“Form 10-Q”) of T-Mobile US, Inc. (“T-Mobile,” “we,” “our,” “us” or the “Company”) includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, including information concerning our future results of operations, are forward-looking statements. These forward-looking statements are generally identified by the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “could” or similar expressions. Forward-looking statements are based on current expectations and assumptions, which are subject to risks and uncertainties that may cause actual results to differ materially from the forward-looking statements. The following important factors, along with the Risk Factors included in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024, and Part II, Item 1A of this Form 10-Q, could affect future results and cause those results to differ materially from those expressed in the forward-looking statements:
•competition, industry consolidation and changes in the market for wireless communications services and other forms of connectivity;
•criminal cyberattacks, disruption, data loss or other security breaches;
•our inability to timely adopt and effectively deploy network technology developments;
•our inability to effectively execute our digital transformation and drive customer and employee adoption of emerging technologies;
•our inability to retain or motivate key personnel, hire qualified personnel or maintain our corporate culture;
•system failures and business disruptions, allowing for unauthorized use of or interference with our network and other systems;
•the scarcity and cost of additional wireless spectrum, and regulations relating to spectrum use;
•the timing and effects of any pending and future acquisition, divestiture, investment, joint venture or merger involving us, including our inability to obtain any required regulatory approval necessary to consummate any such transactions or to achieve the expected benefits of such transactions;
•adverse economic, political or market conditions in the U.S. and international markets, including changes resulting from increases in inflation or interest rates, tariffs and trade restrictions, supply chain disruptions, fluctuations in global currencies, immigration policies, and impacts of geopolitical instability, such as the Ukraine-Russia, Iran-Israel and Israel-Hamas wars and further escalations thereof;
•potential operational delays, higher procurement and operational costs, and regulatory and compliance complexities as a result of changes to trade policies, including higher tariffs, restrictions and other economic disincentives to trade;
•our inability to successfully deliver new products and services;
•any disruption or failure of our third parties (including key suppliers) to provide products or services for the operation of our business;
•sociopolitical volatility and polarization and risks related to environmental, social and governance matters;
•our substantial level of indebtedness and our inability to service our debt obligations in accordance with their terms;
•changes in the credit market conditions, credit rating downgrades or an inability to access debt markets;
•our inability to maintain effective internal control over financial reporting;
•any changes in regulations or in the regulatory framework under which we operate;
•laws and regulations relating to the handling of privacy, data protection and artificial intelligence;
•unfavorable outcomes of and increased costs from existing or future regulatory or legal proceedings;
•difficulties in protecting our intellectual property rights or if we infringe on the intellectual property rights of others;
•our offering of regulated financial services products and exposure to a wide variety of state and federal regulations;
•new or amended tax laws or regulations or administrative interpretations and judicial decisions affecting the scope or application of tax laws or regulations;
•our wireless licenses, including those controlled through leasing agreements, are subject to renewal and may be revoked;
•our exclusive forum provision as provided in our Certificate of Incorporation;
•interests of Deutsche Telekom AG (“DT”), our controlling stockholder, which may differ from the interests of other stockholders;
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•our current and future stockholder return programs may not be fully utilized, and our share repurchases and dividend payments pursuant thereto may fail to have the desired impact on stockholder value; and
•future sales of our common stock by DT and SoftBank Group Corp. (“SoftBank”) and our inability to attract additional equity financing outside the United States due to foreign ownership limitations by the Federal Communications Commission (“FCC”).
Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law.
Investors and others should note that we announce material information to our investors using our investor relations website (https://investor.t-mobile.com), newsroom website (https://t-mobile.com/news), press releases, SEC filings and public conference calls and webcasts. We intend to also use certain social media accounts as a means of disclosing information about us and our services and for complying with our disclosure obligations under Regulation FD (the @TMobileIR X account (https://x.com/TMobileIR), the @MikeSievert X account (https://x.com/MikeSievert) and our Chief Executive Officer’s LinkedIn account (https://www.linkedin.com/in/sievert), both of which Mr. Sievert also uses as a means for personal communications and observations, 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 six months ended June 30, 2025, included in Part I, Item 1 of this Form 10-Q, and audited consolidated financial statements, included in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2024. Except as expressly stated, the financial condition and results of operations discussed throughout our MD&A are those of T-Mobile US, Inc. and its consolidated subsidiaries.
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 six months ended June 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.
Net cash payments for Sprint 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 and were $61 million and $241 million for the three months ended June 30, 2025 and 2024, respectively, and $122 million and $534 million for the six months ended June 30, 2025 and 2024, respectively.
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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 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. We account for the Lumos joint venture 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 venture for network access within Postpaid revenues and Cost of services, respectively, on our Condensed Consolidated Statements of Comprehensive Income.
On July 18, 2024, we entered into a definitive agreement with KKR & Co. Inc. (“KKR”) to establish a joint venture to acquire Metronet Holdings, LLC and certain of its affiliates (collectively, “Metronet”), a fiber-to-the-home platform. At closing, we expect to invest approximately $4.6 billion, adjusted for Metronet’s incremental pre-close debt financing, to acquire a 50% equity interest in the joint venture and all existing residential fiber customers, as well as funding of the joint venture. We do not anticipate making further capital contributions following the closing under the existing business plan. Following the joint acquisition, Metronet will become a wholesale services provider, and its residential fiber retail operations and customers will transition to us. On July 9, 2025, we received all necessary regulatory approvals, and the joint acquisition of Metronet is expected to close on July 24, 2025. Upon closing of the transaction, we expect to account for the Metronet joint venture under the equity method of accounting and recognize revenues for fiber customers and the related wholesale costs paid to the joint venture for network access within Postpaid revenues and Cost of services, respectively, on our Condensed Consolidated Statements of Comprehensive Income.
The joint ventures will focus on market identification and selection, build plans, network engineering and design, network deployment and customer installation, with us owning customer relationships and selling fiber service under the T-Mobile brand.
For more information regarding the Lumos and Metronet joint ventures, see Note 3 – Joint Ventures of the Notes to the Condensed Consolidated Financial Statements.
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 on August 1, 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 Combinations of the Notes to the Condensed Consolidated Financial Statements.
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Acquisition of UScellular Wireless Business
On May 24, 2024, we entered into a securities purchase agreement with United States Cellular Corporation (“UScellular”), Telephone and Data Systems, Inc., and USCC Wireless Holdings, LLC, pursuant to which, among other things, we will acquire substantially all of UScellular’s wireless operations and select 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 prior to closing (the “UScellular Acquisition”).
On May 23, 2025, we launched exchange offers for any and all of certain outstanding senior notes of UScellular (the “Exchange Offers”). 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”). As of July 1, 2025, the total principal amount of certain outstanding UScellular senior notes validly tendered was $1.7 billion. To the extent any debtholders do not participate in the Exchange Offers, their senior notes will continue as obligations of UScellular, and the cash portion of the purchase price will be correspondingly increased. The consummation of the Exchange Offers and Consent Solicitations are subject to the closing of the UScellular Acquisition and will expire on August 1, 2025.
On July 11, 2025, we received all necessary regulatory approvals, and the UScellular Acquisition is expected to close on August 1, 2025. Upon closing of the transaction, we expect to account for the UScellular transaction as a business combination and to consolidate the acquired operations. Our estimates for total annual run rate cost synergies and total cost to achieve the integration will be updated subsequent to closing of the transaction.
For more information regarding the UScellular Acquisition, see Note 2 – Business Combinations of the Notes to the Condensed Consolidated Financial Statements.
Acquisition of Vistar Media Inc.
On December 20, 2024, we entered into an agreement and plan of merger for the acquisition of 100% of the outstanding capital stock of Vistar Media Inc. (“Vistar”), a provider of technology solutions for digital-out-of-home advertisements (the “Vistar Acquisition”).
Upon the completion of certain customary closing conditions, including the receipt of certain regulatory approvals, on February 3, 2025 (the “Vistar Acquisition Date”), we completed the Vistar Acquisition, and as a result, Vistar became a wholly owned subsidiary of T-Mobile. In exchange, we transferred cash of $621 million.
For more information regarding the Vistar Acquisition, see Note 2 – Business Combinations of the Notes to the Condensed Consolidated Financial Statements.
Acquisition of Blis Holdco Limited
On February 18, 2025, we entered into a share purchase agreement for the acquisition of 100% of the outstanding capital stock of Blis Holdco Limited (“Blis”), a provider of advertising solutions (the “Blis Acquisition”).
Upon the completion of certain customary closing conditions, including the receipt of certain regulatory approvals, on March 3, 2025 (the “Blis Acquisition Date”), we completed the Blis Acquisition, and as a result, Blis became a wholly owned subsidiary of T-Mobile. In exchange, we transferred cash of $180 million.
For more information regarding the Blis Acquisition, see Note 2 – Business Combinations of the Notes to the Condensed Consolidated Financial Statements.
One Big Beautiful Bill Act
On July 4, 2025, President Trump signed the One Big Beautiful Bill Act (the “OBBBA”) into law. The OBBBA includes numerous changes to existing tax law, including provisions providing current deductibility of certain property additions, limitations on interest deductions based on a tax EBITDA framework, and current deductibility of domestic research and development costs. These provisions are generally effective beginning in 2025, and we currently anticipate they will partially defer our income tax payments in future years and will not have a material impact on our effective tax rate. Management continues to review the OBBBA tax provisions to assess impacts to our consolidated financial statements.
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Results of Operations
Set forth below is a summary of our consolidated financial results:
| Three Months Ended June 30, | Change | Six Months Ended June 30, | Change | ||||||||||||||||||||||||||||||||||||||||||||
| (in millions) | 2025 | 2024 | $ | % | 2025 | 2024 | $ | % | |||||||||||||||||||||||||||||||||||||||
| Revenues | |||||||||||||||||||||||||||||||||||||||||||||||
| Postpaid revenues | $ | 14,078 | $ | 12,899 | $ | 1,179 | 9 | % | $ | 27,672 | $ | 25,530 | $ | 2,142 | 8 | % | |||||||||||||||||||||||||||||||
| Prepaid revenues | 2,643 | 2,592 | 51 | 2 | % | 5,286 | 4,995 | 291 | 6 | % | |||||||||||||||||||||||||||||||||||||
| Wholesale and other service revenues | 717 | 938 | (221) | (24) | % | 1,405 | 2,000 | (595) | (30) | % | |||||||||||||||||||||||||||||||||||||
| Total service revenues | 17,438 | 16,429 | 1,009 | 6 | % | 34,363 | 32,525 | 1,838 | 6 | % | |||||||||||||||||||||||||||||||||||||
| Equipment revenues | 3,439 | 3,106 | 333 | 11 | % | 7,143 | 6,357 | 786 | 12 | % | |||||||||||||||||||||||||||||||||||||
| Other revenues | 255 | 237 | 18 | 8 | % | 512 | 484 | 28 | 6 | % | |||||||||||||||||||||||||||||||||||||
| Total revenues | 21,132 | 19,772 | 1,360 | 7 | % | 42,018 | 39,366 | 2,652 | 7 | % | |||||||||||||||||||||||||||||||||||||
| Operating expenses | |||||||||||||||||||||||||||||||||||||||||||||||
| Cost of services, exclusive of depreciation and amortization shown separately below | 2,717 | 2,664 | 53 | 2 | % | 5,319 | 5,352 | (33) | (1) | % | |||||||||||||||||||||||||||||||||||||
| Cost of equipment sales, exclusive of depreciation and amortization shown separately below | 4,659 | 4,088 | 571 | 14 | % | 9,457 | 8,487 | 970 | 11 | % | |||||||||||||||||||||||||||||||||||||
| Selling, general and administrative | 5,397 | 5,142 | 255 | 5 | % | 10,885 | 10,280 | 605 | 6 | % | |||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 3,146 | 3,248 | (102) | (3) | % | 6,344 | 6,619 | (275) | (4) | % | |||||||||||||||||||||||||||||||||||||
| Total operating expenses | 15,919 | 15,142 | 777 | 5 | % | 32,005 | 30,738 | 1,267 | 4 | % | |||||||||||||||||||||||||||||||||||||
| Operating income | 5,213 | 4,630 | 583 | 13 | % | 10,013 | 8,628 | 1,385 | 16 | % | |||||||||||||||||||||||||||||||||||||
| Other expense, net | |||||||||||||||||||||||||||||||||||||||||||||||
| Interest expense, net | (922) | (854) | (68) | 8 | % | (1,838) | (1,734) | (104) | 6 | % | |||||||||||||||||||||||||||||||||||||
| Other (expense) income, net | (11) | (8) | (3) | 38 | % | (57) | 12 | (69) | (575) | % | |||||||||||||||||||||||||||||||||||||
| Total other expense, net | (933) | (862) | (71) | 8 | % | (1,895) | (1,722) | (173) | 10 | % | |||||||||||||||||||||||||||||||||||||
| Income before income taxes | 4,280 | 3,768 | 512 | 14 | % | 8,118 | 6,906 | 1,212 | 18 | % | |||||||||||||||||||||||||||||||||||||
| Income tax expense | (1,058) | (843) | (215) | 26 | % | (1,943) | (1,607) | (336) | 21 | % | |||||||||||||||||||||||||||||||||||||
| Net income | $ | 3,222 | $ | 2,925 | $ | 297 | 10 | % | $ | 6,175 | $ | 5,299 | $ | 876 | 17 | % | |||||||||||||||||||||||||||||||
| Statement of Cash Flows Data | |||||||||||||||||||||||||||||||||||||||||||||||
| Net cash provided by operating activities | $ | 6,992 | $ | 5,521 | $ | 1,471 | 27 | % | $ | 13,839 | $ | 10,605 | $ | 3,234 | 30 | % | |||||||||||||||||||||||||||||||
| Net cash used in investing activities | (1,559) | (1,678) | 119 | (7) | % | (4,968) | (3,465) | (1,503) | 43 | % | |||||||||||||||||||||||||||||||||||||
| Net cash used in financing activities | (7,205) | (4,134) | (3,071) | 74 | % | (4,012) | (5,800) | 1,788 | (31) | % | |||||||||||||||||||||||||||||||||||||
| Non-GAAP Financial Measures | |||||||||||||||||||||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 8,547 | $ | 8,053 | $ | 494 | 6 | % | $ | 16,806 | $ | 15,705 | $ | 1,101 | 7 | % | |||||||||||||||||||||||||||||||
| Core Adjusted EBITDA | 8,541 | 8,027 | 514 | 6 | % | 16,799 | 15,644 | 1,155 | 7 | % | |||||||||||||||||||||||||||||||||||||
| Adjusted Free Cash Flow | 4,596 | 4,439 | 157 | 4 | % | 8,992 | 7,786 | 1,206 | 15 | % | |||||||||||||||||||||||||||||||||||||
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The following discussion and analysis is for the three and six months ended June 30, 2025, compared to the same periods in 2024, unless otherwise stated.
Total revenues increased $1.4 billion, or 7%, for the three months ended and increased $2.7 billion, or 7%, for the six months ended June 30, 2025. The components of these changes are discussed below.
Postpaid revenues increased $1.2 billion, or 9%, for the three months ended and increased $2.1 billion, or 8%, for the six months ended June 30, 2025, primarily from:
•Higher postpaid ARPA. See “Postpaid ARPA” in the “Performance Measures” section of this MD&A; and
•Higher average postpaid accounts.
Prepaid revenues increased $51 million, or 2%, for the three months ended and increased $291 million, or 6%, for the six months ended June 30, 2025, primarily from:
•Higher average prepaid customers, primarily from the prepaid customers acquired through the Ka’ena Acquisition; partially offset by
•Lower prepaid ARPU. See “Prepaid ARPU” in the “Performance Measures” section of this MD&A.
Wholesale and other service revenues decreased $221 million, or 24%, for the three months ended and decreased $595 million, or 30%, for the six months ended June 30, 2025, primarily from:
•Lower MVNO revenues, including lower DISH and TracFone MVNO revenues and the impact from the Ka’ena Acquisition; and
•Lower Affordable Connectivity Program revenues; partially offset by
•Higher advertising revenues, primarily from the acquisitions of Vistar and Blis.
Equipment revenues increased $333 million, or 11%, for the three months ended and increased $786 million, or 12%, for the six months ended June 30, 2025.
The increase for the three months ended June 30, 2025, was primarily from:
•An increase of $221 million 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, including the impact of higher postpaid device upgrades and lower Assurance Wireless device sales; and
•An increase of $147 million in liquidation revenue, primarily due to a higher number of liquidated devices.
The increase for the six months ended June 30, 2025, was primarily from:
•An increase of $510 million 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, including the impact of higher postpaid device upgrades and lower Assurance Wireless device sales; and
•An increase of $337 million in liquidation revenue, primarily due to a higher number of liquidated devices.
Other revenues were essentially flat.
Total operating expenses increased $777 million, or 5%, for the three months ended and increased $1.3 billion, or 4%, for the six months ended June 30, 2025. The components of this change are discussed below.
Cost of services, exclusive of depreciation and amortization, increased $53 million, or 2%, for the three months ended and decreased slightly for the six months ended June 30, 2025.
The increase for the three months ended June 30, 2025, was primarily from:
•Higher site costs related to the continued build-out of our nationwide 5G network; partially offset by
•A decrease of $73 million in Sprint Merger-related costs related to network decommissioning and integration recognized in the prior year.
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The decrease for the six months ended June 30, 2025, was primarily from:
•A decrease of $180 million in Sprint Merger-related costs related to network decommissioning and integration recognized in the prior year; mostly offset by
•Higher site costs related to the continued build-out of our nationwide 5G network.
Cost of equipment sales, exclusive of depreciation and amortization, increased $571 million, or 14%, for the three months ended and increased $970 million, or 11%, for the six months ended June 30, 2025.
The increase for the three months ended June 30, 2025, was primarily from:
•An increase of $431 million 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, including the impact of higher postpaid device upgrades and lower Assurance Wireless device sales; and
•An increase of $124 million in liquidation costs, primarily due to a higher number of liquidated devices.
The increase for the six months ended June 30, 2025, was primarily from:
•An increase of $684 million 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, including the impact of higher postpaid device upgrades and lower Assurance Wireless device sales; and
•An increase of $256 million in liquidation costs, primarily due to a higher number of liquidated devices.
Selling, general and administrative expenses increased $255 million, or 5%, for the three months ended and increased $605 million, or 6%, for the six months ended June 30, 2025, primarily from:
•Higher payroll and benefit related expenses, including from the impact of acquisitions;
•Higher advertising expenses; and
•A $100 million gain recognized in the prior period for the extension fee previously paid by DISH associated with the license purchase agreement for 800 MHz spectrum licenses, which was not purchased; partially offset by
•A $151 million gain recognized in the current period related to the completed sale of a portion of our 3.45 GHz spectrum licenses.
Depreciation and amortization decreased $102 million, or 3%, for the three months ended and decreased $275 million, or 4%, for the six months ended June 30, 2025, primarily from higher depreciation expense from the acceleration of certain technology assets in the prior year.
Operating income, the components of which are discussed above, increased $583 million, or 13%, for the three months ended and increased $1.4 billion, or 16%, for the six months ended June 30, 2025.
Interest expense, net increased $68 million, or 8%, for the three months ended and increased $104 million, or 6%, for the six months ended June 30, 2025, primarily from higher interest expense related to the issuances of Senior Notes during the first quarter of 2025.
Other (expense) income, net was insignificant for both periods.
Income before income taxes, the components of which are discussed above, was $4.3 billion and $3.8 billion for the three months ended June 30, 2025 and 2024, respectively, and $8.1 billion and $6.9 billion for the six months ended June 30, 2025 and 2024, respectively.
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Income tax expense increased $215 million, or 26%, for the three months ended and increased $336 million, or 21%, for the six months ended June 30, 2025.
The increase for the three months ended June 30, 2025, was primarily from:
•Higher income before income taxes; and
•Tax benefits recognized in the prior period from adjustments to certain tax reserves.
Our effective tax rate was 24.7% and 22.4% for the three months ended June 30, 2025 and 2024, respectively.
The increase for the six months ended June 30, 2025, was primarily from:
•Higher income before income taxes; and
•Tax benefits recognized in the prior period from adjustments to certain tax reserves; partially offset by
•An increase in excess tax benefits related to the vesting of restricted stock awards.
Our effective tax rate was 23.9% and 23.3% for the six months ended June 30, 2025 and 2024, respectively.
Net income, the components of which are discussed above, was $3.2 billion and $2.9 billion for the three months ended June 30, 2025 and 2024, respectively, and $6.2 billion and $5.3 billion for the six months ended June 30, 2025 and 2024, respectively.
Net income included a Sprint Merger-related gain, net of Sprint Merger-related costs and tax, of $6 million for the three months ended June 30, 2024, and Sprint Merger-related costs, net of Sprint Merger-related gain and tax, of $91 million for the six months ended June 30, 2024. There were no Sprint Merger-related costs for the three and six months ended June 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.
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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) | June 30, 2025 | December 31, 2024 | |||||||||
| Current assets | $ | 24,740 | $ | 16,741 | |||||||
| Noncurrent assets | 174,497 | 179,335 | |||||||||
| Current liabilities | 20,395 | 18,279 | |||||||||
| Noncurrent liabilities | 124,878 | 122,934 | |||||||||
| Due to non-guarantors | 203 | 1,507 | |||||||||
| Due to related parties | 2,074 | 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) | Six Months Ended June 30, 2025 | Year Ended December 31, 2024 | |||||||||
| Total revenues | $ | 40,792 | $ | 78,996 | |||||||
| Operating income | 8,279 | 14,463 | |||||||||
| Net income | 4,800 | 8,360 | |||||||||
| Revenue from non-guarantors | 1,349 | 2,619 | |||||||||
| Operating expenses to non-guarantors | 1,236 | 2,481 | |||||||||
| Other income (expense) to non-guarantors | 6 | (116) | |||||||||
The summarized balance sheet information for the consolidated obligor group of debt issued by Sprint is presented in the table below:
| (in millions) | June 30, 2025 | December 31, 2024 | |||||||||
| Current assets | $ | 16,486 | $ | 10,970 | |||||||
| Noncurrent assets | 14,563 | 14,734 | |||||||||
| Current liabilities | 14,963 | 12,683 | |||||||||
| Noncurrent liabilities | 98,042 | 96,145 | |||||||||
Due to non-guarantors (1) | 18,790 | 21,371 | |||||||||
| Due to related parties | 2,074 | 2,098 | |||||||||
(1) The decrease in Due to non-guarantors was primarily driven by the impact of certain intercompany settlements during the six months ended June 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) | Six Months Ended June 30, 2025 | Year Ended December 31, 2024 | |||||||||
| Total revenues | $ | 401 | $ | 330 | |||||||
| Operating loss | (2,147) | (3,628) | |||||||||
| Net loss | (4,796) | (8,101) | |||||||||
| Other expense, net, to non-guarantors | (222) | (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) | June 30, 2025 | December 31, 2024 | |||||||||
| Current assets | $ | 16,486 | $ | 10,970 | |||||||
| Noncurrent assets | 14,563 | 14,734 | |||||||||
| Current liabilities | 15,035 | 12,756 | |||||||||
| Noncurrent liabilities | 94,130 | 92,278 | |||||||||
Due to non-guarantors (1) | 9,966 | 12,318 | |||||||||
| Due to related parties | 2,074 | 2,098 | |||||||||
(1) The decrease in Due to non-guarantors was primarily driven by the impact of certain intercompany settlements during the six months ended June 30, 2025.
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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) | Six Months Ended June 30, 2025 | Year Ended December 31, 2024 | |||||||||
| Total revenues | $ | 401 | $ | 330 | |||||||
| Operating loss | (2,147) | (3,628) | |||||||||
| Net loss | (4,752) | (8,041) | |||||||||
| Other expense, net, to non-guarantors | (80) | (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 June 30, | Change | ||||||||||||||||||||||
| (in thousands) | 2025 | 2024 | # | % | |||||||||||||||||||
Postpaid accounts (1) | 31,502 | 30,316 | 1,186 | 4 | % | ||||||||||||||||||
(1) 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 June 30, | Change | Six Months Ended June 30, | Change | ||||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | 2025 | 2024 | # | % | 2025 | 2024 | # | % | |||||||||||||||||||||||||||||||||||||||
| Postpaid net account additions | 318 | 301 | 17 | 6 | % | 523 | 519 | 4 | 1 | % | |||||||||||||||||||||||||||||||||||||
Postpaid net account additions increased 17,000, or 6%, for the three months ended, primarily from higher gross account additions, partially offset by higher account deactivations, including the impact from a growing account base and the temporary impact of current year rate plan optimizations and lower 5G broadband-only account additions.
Postpaid net account additions increased slightly for the six months ended June 30, 2025, primarily from higher gross account additions, mostly offset by higher account deactivations, including the impact from a growing account base and the temporary impact of current year rate plan optimizations and lower 5G broadband-only account additions.
Customers
A customer is generally defined as a SIM number with a unique T-Mobile identifier that is associated with an account that generates revenue. Customers are qualified either for postpaid service utilizing phones, 5G broadband modems, fiber connections, mobile internet devices (including tablets and hotspots), wearables, DIGITS and other connected devices (including SyncUP and IoT), where they generally pay after receiving service, or prepaid service, where they generally pay in advance of receiving service.
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The following table sets forth the number of ending customers:
| As of June 30, | Change | ||||||||||||||||||||||
| (in thousands) | 2025 | 2024 | # | % | |||||||||||||||||||
| Customers, end of period | |||||||||||||||||||||||
| Postpaid phone customers | 80,338 | 77,245 | 3,093 | 4 | % | ||||||||||||||||||
Postpaid other customers (1) | 26,946 | 23,365 | 3,581 | 15 | % | ||||||||||||||||||
| Total postpaid customers | 107,284 | 100,610 | 6,674 | 7 | % | ||||||||||||||||||
Prepaid customers (2) | 25,494 | 25,283 | 211 | 1 | % | ||||||||||||||||||
| Total customers | 132,778 | 125,893 | 6,885 | 5 | % | ||||||||||||||||||
Adjustments to customers (1) (2) | 97 | 3,504 | (3,407) | (97) | % | ||||||||||||||||||
(1)In the second quarter of 2025, we acquired 97,000 fiber customers from Lumos.
(2)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 6,556,000 and 4,992,000 as of June 30, 2025 and 2024, respectively. 5G broadband customers included in Prepaid customers were 752,000 and 595,000 as of June 30, 2025 and 2024, respectively.
Net Customer Additions
The following table sets forth the number of net customer additions:
| Three Months Ended June 30, | Change | Six Months Ended June 30, | Change | ||||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | 2025 | 2024 | # | % | 2025 | 2024 | # | % | |||||||||||||||||||||||||||||||||||||||
| Net customer additions | |||||||||||||||||||||||||||||||||||||||||||||||
| Postpaid phone customers | 830 | 777 | 53 | 7 | % | 1,325 | 1,309 | 16 | 1 | % | |||||||||||||||||||||||||||||||||||||
| Postpaid other customers | 902 | 561 | 341 | 61 | % | 1,744 | 1,249 | 495 | 40 | % | |||||||||||||||||||||||||||||||||||||
| Total postpaid customers | 1,732 | 1,338 | 394 | 29 | % | 3,069 | 2,558 | 511 | 20 | % | |||||||||||||||||||||||||||||||||||||
| Prepaid customers | 39 | 179 | (140) | (78) | % | 84 | 131 | (47) | (36) | % | |||||||||||||||||||||||||||||||||||||
| Total net customer additions | 1,771 | 1,517 | 254 | 17 | % | 3,153 | 2,689 | 464 | 17 | % | |||||||||||||||||||||||||||||||||||||
Adjustments to customers (1) (2) | 97 | 3,504 | (3,407) | (97) | % | 97 | 3,504 | (3,407) | (97) | % | |||||||||||||||||||||||||||||||||||||
(1)In the second quarter of 2025, we acquired 97,000 fiber customers from Lumos.
(2)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.
Total net customer additions increased 254,000, or 17%, for the three months ended and increased 464,000, or 17%, for the six months ended June 30, 2025.
The increase for the three months ended June 30, 2025, was primarily from:
•Higher postpaid other net customer additions, primarily due to
•Higher net additions from mobile internet devices, primarily due to higher prior year deactivations of lower ARPU mobile internet devices in the educational sector activated during the Pandemic and no longer needed; and
•Higher 5G broadband net additions; partially offset by
•Increased deactivations from a growing customer base; and
•Lower net additions from wearables; and
•Higher postpaid phone net customer additions, primarily from higher gross additions and higher prepaid to postpaid migrations, 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, higher churn, and higher prepaid to postpaid migrations, partially offset by higher gross additions primarily due to the Ka’ena Acquisition; and
•5G broadband net customer additions included in postpaid other net customer additions were 427,000 and 358,000 for the three months ended June 30, 2025 and 2024, respectively. 5G broadband net customer additions included in prepaid net customer additions were 27,000 and 48,000 for the three months ended June 30, 2025 and 2024, respectively.
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The increase for the six months ended June 30, 2025, was primarily from:
•Higher postpaid other net customer additions, primarily due to
•Higher net additions from mobile internet devices, primarily due to higher prior year deactivations of lower ARPU mobile internet devices in the educational sector activated during the Pandemic and no longer needed;
•Higher net additions from other connected devices; and
•Higher 5G broadband net additions; partially offset by
•Increased deactivations from a growing customer base; and
•Lower net additions from wearables; and
•Slightly higher postpaid phone net customer additions, primarily from higher gross additions and higher prepaid to postpaid migrations, mostly 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, higher churn, and higher prepaid to postpaid migrations, partially offset by higher gross additions, primarily due to the Ka’ena Acquisition.
•5G broadband net customer additions included in postpaid other net customer additions were 814,000 and 704,000 for the six months ended June 30, 2025 and 2024, respectively. 5G broadband net customer additions included in prepaid net customer additions were 64,000 and 107,000 for the six months ended June 30, 2025 and 2024, respectively.
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 June 30, | Change | Six Months Ended June 30, | Change | ||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||||
| Postpaid phone churn | 0.90 | % | 0.80 | % | 10 bps | 0.90 | % | 0.83 | % | 7 bps | |||||||||||||||||||||||||
| Prepaid churn | 2.65 | % | 2.54 | % | 11 bps | 2.67 | % | 2.64 | % | 3 bps | |||||||||||||||||||||||||
Postpaid phone churn increased 10 basis points for the three months ended and increased 7 basis points for the six months ended June 30, 2025, primarily from the temporary impact of current year rate plan optimizations.
Prepaid churn increased 11 basis points for the three months ended June 30, 2025, primarily due to normalized switching activity.
Prepaid churn increased 3 basis points for the six months ended June 30, 2025, primarily due to normalized switching activity, partially offset by the inclusion of prepaid customers associated with the Ka’ena Acquisition with lower churn.
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).
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The following table sets forth our operating measure ARPA:
| (in dollars) | Three Months Ended June 30, | Change | Six Months Ended June 30, | Change | |||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | $ | % | 2025 | 2024 | $ | % | ||||||||||||||||||||||||||||||||||||||||
| Postpaid ARPA | $ | 149.87 | $ | 142.54 | $ | 7.33 | 5 | % | $ | 148.06 | $ | 141.71 | $ | 6.35 | 4 | % | |||||||||||||||||||||||||||||||
Postpaid ARPA increased $7.33, or 5%, for the three months ended and increased $6.35, or 4%, for the six months ended June 30, 2025.
The increase for the three months ended June 30, 2025, was 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 the continued growth of T-Mobile for Business customers; and
•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; and
•An increase in 5G broadband and fiber-only accounts.
The increase for the six months ended June 30, 2025, was primarily from:
•An increase in customers per account, including from the continued adoption of 5G broadband and the continued growth of T-Mobile for Business customers;
•The positive impact from rate plan optimizations and higher fee revenue, including from the adoption of new tax and fee exclusive plans; and
•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; and
•An increase in 5G broadband and fiber-only accounts.
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 June 30, | Change | Six Months Ended June 30, | Change | |||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | $ | % | 2025 | 2024 | $ | % | ||||||||||||||||||||||||||||||||||||||||
| Postpaid phone ARPU | $ | 50.62 | $ | 49.07 | $ | 1.55 | 3 | % | $ | 50.00 | $ | 48.93 | $ | 1.07 | 2 | % | |||||||||||||||||||||||||||||||
| Prepaid ARPU | 34.63 | 35.94 | (1.31) | (4) | % | 34.65 | 36.52 | (1.87) | (5) | % | |||||||||||||||||||||||||||||||||||||
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Postpaid Phone ARPU
Postpaid phone ARPU increased $1.55, or 3%, for the three months ended and increased $1.07, or 2%, for the six months ended June 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; and
•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; and
•Continued growth in T-Mobile for Business customers with lower ARPU given larger account sizes.
Prepaid ARPU
Prepaid ARPU decreased $1.31, or 4%, for the three months ended and decreased $1.87, or 5%, for the six months ended June 30, 2025, 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, UScellular Merger-related costs, certain legal-related expenses, restructuring costs not directly attributable to the Sprint Merger or UScellular Merger (including severance), and other non-core gains and losses. Core Adjusted EBITDA represents Adjusted EBITDA less device lease revenues. Adjusted EBITDA margin represents Adjusted EBITDA divided by Service revenues. Core Adjusted EBITDA margin represents Core Adjusted EBITDA divided by Service revenues.
Adjusted EBITDA, Adjusted EBITDA margin, Core Adjusted EBITDA and Core Adjusted EBITDA margin are non-GAAP financial measures utilized by our management, including our chief operating decision maker, to monitor the financial performance of our operations and allocate resources of the Company as a whole. We historically used Adjusted EBITDA, and we currently use Core Adjusted EBITDA internally as a measure to evaluate and compensate our personnel and management for their performance. We use Adjusted EBITDA and Core Adjusted EBITDA as benchmarks to evaluate our operating performance in comparison to our competitors. Management believes analysts and investors use Adjusted EBITDA and Core Adjusted EBITDA as supplemental measures to evaluate overall operating performance and to facilitate comparisons with other wireless communications services companies because they are indicative of our ongoing operating performance and trends by excluding the impact of interest expense from financing, non-cash depreciation and amortization from capital investments, non-cash stock-based compensation, and Special Items. Management believes analysts and investors use Core Adjusted EBITDA because it normalizes for the transition in the Company’s device financing strategy, by excluding the impact of device lease revenues from Adjusted EBITDA, to align with the exclusion of the related depreciation expense on leased devices from Adjusted EBITDA. Adjusted EBITDA, Adjusted EBITDA margin, Core Adjusted EBITDA and Core Adjusted EBITDA margin have limitations as analytical tools and should not be considered in isolation or as substitutes for income from operations, net income or any other measure of financial performance reported in accordance with GAAP.
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The following table illustrates the calculation of Adjusted EBITDA and Core Adjusted EBITDA and reconciles Adjusted EBITDA and Core Adjusted EBITDA to Net income, which we consider to be the most directly comparable GAAP financial measure:
| Three Months Ended June 30, | Change | Six Months Ended June 30, | Change | ||||||||||||||||||||||||||||||||||||||||||||
| (in millions, except percentages) | 2025 | 2024 | $ | % | 2025 | 2024 | $ | % | |||||||||||||||||||||||||||||||||||||||
| Net income | $ | 3,222 | $ | 2,925 | $ | 297 | 10 | % | $ | 6,175 | $ | 5,299 | $ | 876 | 17 | % | |||||||||||||||||||||||||||||||
| Adjustments: | |||||||||||||||||||||||||||||||||||||||||||||||
| Interest expense, net | 922 | 854 | 68 | 8 | % | 1,838 | 1,734 | 104 | 6 | % | |||||||||||||||||||||||||||||||||||||
| Other expense (income), net | 11 | 8 | 3 | 38 | % | 57 | (12) | 69 | (575) | % | |||||||||||||||||||||||||||||||||||||
| Income tax expense | 1,058 | 843 | 215 | 26 | % | 1,943 | 1,607 | 336 | 21 | % | |||||||||||||||||||||||||||||||||||||
| Operating income | 5,213 | 4,630 | 583 | 13 | % | 10,013 | 8,628 | 1,385 | 16 | % | |||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 3,146 | 3,248 | (102) | (3) | % | 6,344 | 6,619 | (275) | (4) | % | |||||||||||||||||||||||||||||||||||||
Stock-based compensation (1) | 178 | 147 | 31 | 21 | % | 346 | 287 | 59 | 21 | % | |||||||||||||||||||||||||||||||||||||
Sprint Merger-related (gain) costs, net (2) | — | (9) | 9 | (100) | % | — | 121 | (121) | (100) | % | |||||||||||||||||||||||||||||||||||||
UScellular Merger-related costs (3) | 33 | — | 33 | NM | 47 | — | 47 | NM | |||||||||||||||||||||||||||||||||||||||
Legal-related (recoveries) expenses, net (4) | (4) | 15 | (19) | (127) | % | 2 | 15 | (13) | (87) | % | |||||||||||||||||||||||||||||||||||||
Other, net (5) | (19) | 22 | (41) | (186) | % | 54 | 35 | 19 | 54 | % | |||||||||||||||||||||||||||||||||||||
| Adjusted EBITDA | 8,547 | 8,053 | 494 | 6 | % | 16,806 | 15,705 | 1,101 | 7 | % | |||||||||||||||||||||||||||||||||||||
| Lease revenues | (6) | (26) | 20 | (77) | % | (7) | (61) | 54 | (89) | % | |||||||||||||||||||||||||||||||||||||
Core Adjusted EBITDA | $ | 8,541 | $ | 8,027 | $ | 514 | 6 | % | $ | 16,799 | $ | 15,644 | $ | 1,155 | 7 | % | |||||||||||||||||||||||||||||||
| Net income margin (Net income divided by Service revenues) | 18 | % | 18 | % | — bps | 18 | % | 16 | % | 200 bps | |||||||||||||||||||||||||||||||||||||
| Adjusted EBITDA margin (Adjusted EBITDA divided by Service revenues) | 49 | % | 49 | % | — bps | 49 | % | 48 | % | 100 bps | |||||||||||||||||||||||||||||||||||||
Core Adjusted EBITDA margin (Core Adjusted EBITDA divided by Service revenues) | 49 | % | 49 | % | — bps | 49 | % | 48 | % | 100 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 Sprint Merger-related (gain) costs, net.
(2)Sprint Merger-related (gain) costs, net, for the three and six months ended June 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)UScellular Merger-related costs generally include pre-merger consulting and legal fees.
(4)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.
(5)Other, net, primarily consists of certain severance, restructuring and other expenses, gains and losses, not directly attributable to the Sprint Merger or UScellular Merger, 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 $514 million, or 6%, for the three months ended and increased $1.2 billion, or 7%, for the six months ended June 30, 2025. The components comprising Core Adjusted EBITDA are discussed further above.
The increase for the three and six months ended June 30, 2025, was primarily from:
•Higher Total service revenues; and
•Higher Equipment revenues, excluding Lease revenues; partially offset by
•Higher Cost of equipment sales;
•Higher Selling, general and administrative expenses, excluding Special Items; and
•Higher Cost of services, excluding Special Items.
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Adjusted EBITDA increased $494 million, or 6%, for the three months ended and increased $1.1 billion, or 7%, for the six months ended June 30, 2025, primarily due to the fluctuations in Core Adjusted EBITDA, discussed above, partially offset by lower lease revenues, which decreased $20 million for the three months ended and decreased $54 million for the six months ended June 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 June 30, | Change | Six Months Ended June 30, | Change | ||||||||||||||||||||||||||||||||||||||||||||
| (in millions) | 2025 | 2024 | $ | % | 2025 | 2024 | $ | % | |||||||||||||||||||||||||||||||||||||||
| Net cash provided by operating activities | $ | 6,992 | $ | 5,521 | $ | 1,471 | 27 | % | $ | 13,839 | $ | 10,605 | $ | 3,234 | 30 | % | |||||||||||||||||||||||||||||||
| Net cash used in investing activities | (1,559) | (1,678) | 119 | (7) | % | (4,968) | (3,465) | (1,503) | 43 | % | |||||||||||||||||||||||||||||||||||||
| Net cash used in financing activities | (7,205) | (4,134) | (3,071) | 74 | % | (4,012) | (5,800) | 1,788 | (31) | % | |||||||||||||||||||||||||||||||||||||
Operating Activities
Net cash provided by operating activities increased $1.5 billion, or 27%, for the three months ended and increased $3.2 billion, or 30%, for the six months ended June 30, 2025.
The increase for the three months ended June 30, 2025, was primarily from:
•A $1.3 billion decrease in net cash outflows from changes in working capital, primarily due to lower use of cash from Accounts receivable, Other current and long-term liabilities and Short- and long-term operating lease liabilities, partially offset by higher use of cash from Other current and long-term assets; and
•A $205 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 $61 million and $241 million in net payments for Sprint Merger-related costs for the three months ended June 30, 2025 and 2024, respectively.
The increase for the six months ended June 30, 2025, was primarily from:
•A $2.4 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 Inventory, Other current and long-term assets and Equipment installment plan receivables; and
•An $868 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 $122 million and $534 million in net payments for Sprint Merger-related costs for the six months ended June 30, 2025 and 2024, respectively.
Investing Activities
Net cash used in investing activities decreased $119 million, or 7%, for the three months ended and increased $1.5 billion, or 43%, for the six months ended June 30, 2025.
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The use of cash for the three months ended June 30, 2025, was primarily from:
•$2.4 billion in Purchases of property and equipment, including capitalized interest, from the continued build-out of our nationwide 5G network;
•$908 million in Investments in unconsolidated affiliates, net, primarily from the joint acquisition of Lumos; and
•$842 million in Purchases of spectrum and intangible assets, including the remaining 600 MHz spectrum licenses purchased from Channel 51 License Co LLC and LB License Co, LLC (see Note 6 – 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 6 – Goodwill, Spectrum License Transactions and Other Intangible Assets of the Notes to the Condensed Consolidated Financial Statements).
The use of cash for the six months ended June 30, 2025, was primarily from:
•$4.8 billion in Purchases of property and equipment, including capitalized interest, from the continued build-out of our nationwide 5G network;
•$983 million in Investments in unconsolidated affiliates, net, primarily from the joint acquisition of Lumos;
•$915 million in Purchases of spectrum and intangible assets, including the remaining 600 MHz spectrum licenses purchased from Channel 51 License Co LLC and LB License Co, LLC (see Note 6 – Goodwill, Spectrum License Transactions and Other Intangible Assets of the Notes to the Condensed Consolidated Financial Statements); and
•$726 million of cash consideration, net of cash acquired, related to our acquisitions of Vistar and Blis; 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 6 – 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 $3.1 billion, or 74%, for the three months ended and decreased $1.8 billion, or 31%, for the six months ended June 30, 2025.
The use of cash for the three months ended June 30, 2025, was primarily from:
•$3.3 billion in Repayments of long-term debt;
•$2.6 billion in Repurchases of common stock;
•$996 million in Dividends on common stock; and
•$331 million in Repayments of financing lease obligations.
The use of cash for the six months ended June 30, 2025, was primarily from:
•$5.0 billion in Repurchases of common stock;
•$3.7 billion in Repayments of long-term debt;
•$2.0 billion in Dividends on common stock;
•$646 million in Repayments of financing lease obligations; and
•$302 million in Tax withholdings on share-based awards; partially offset by
•$7.8 billion in Proceeds from issuance of long-term debt, net.
Cash and Cash Equivalents
As of June 30, 2025, our Cash and cash equivalents were $10.3 billion compared to $5.4 billion at December 31, 2024.
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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 June 30, | Change | Six Months Ended June 30, | Change | ||||||||||||||||||||||||||||||||||||||||||||
| (in millions, except percentages) | 2025 | 2024 | $ | % | 2025 | 2024 | $ | % | |||||||||||||||||||||||||||||||||||||||
| Net cash provided by operating activities | $ | 6,992 | $ | 5,521 | $ | 1,471 | 27 | % | $ | 13,839 | $ | 10,605 | $ | 3,234 | 30 | % | |||||||||||||||||||||||||||||||
| Cash purchases of property and equipment, including capitalized interest | (2,396) | (2,040) | (356) | 17 | % | (4,847) | (4,667) | (180) | 4 | % | |||||||||||||||||||||||||||||||||||||
| Proceeds related to beneficial interests in securitization transactions | — | 958 | (958) | (100) | % | — | 1,848 | (1,848) | (100) | % | |||||||||||||||||||||||||||||||||||||
| Adjusted Free Cash Flow | $ | 4,596 | $ | 4,439 | $ | 157 | 4 | % | $ | 8,992 | $ | 7,786 | $ | 1,206 | 15 | % | |||||||||||||||||||||||||||||||
| Net cash provided by operating activities margin (Net cash provided by operating activities divided by Service revenues) | 40 | % | 34 | % | 600 bps | 40 | % | 33 | % | 700 bps | |||||||||||||||||||||||||||||||||||||
| Adjusted Free Cash Flow margin (Adjusted Free Cash Flow divided by Service revenues) | 26 | % | 27 | % | -100 bps | 26 | % | 24 | % | 200 bps | |||||||||||||||||||||||||||||||||||||
Adjusted Free Cash Flow increased $157 million, or 4%, for the three months ended and increased $1.2 billion, or 15%, for the six months ended June 30, 2025.
The increase for the three months ended June 30, 2025, was primarily from:
•Higher Net cash provided by operating activities, as described above; partially offset by
•Proceeds related to beneficial interests in securitization transactions recognized in the prior year; and
•Higher Cash purchases of property and equipment, including capitalized interest, driven by planned timing of capital purchases.
•Adjusted Free Cash Flow includes the impact of $61 million and $241 million for the three months ended June 30, 2025 and 2024, respectively, in net payments for Sprint Merger-related costs.
The increase for the six months ended June 30, 2025, was primarily from:
•Higher Net cash provided by operating activities, as described above; partially offset by
•Proceeds related to beneficial interests in securitization transactions recognized in the prior year; and
•Higher Cash purchases of property and equipment, including capitalized interest, driven by planned timing of capital purchases.
•Adjusted Free Cash Flow includes the impact of $122 million and $534 million for the six months ended June 30, 2025 and 2024, respectively, in net payments for Sprint Merger-related costs.
During the six months ended June 30, 2025 and 2024, there were no significant net cash proceeds from securitization.
On October 22, 2024, we executed amendments (the “Pledge Amendments”) to the EIP Sale Arrangement and the Service Receivable Sale Arrangement (as discussed in Note 5 – Sales of Certain Receivables of the Notes to the Condensed Consolidated Financial Statements). Following the effective date of the Pledge Amendments of November 1, 2024, all cash proceeds associated with the sale of such receivables, a portion of which, prior to November 1, 2024, were recognized as Proceeds related to beneficial interests in securitization transactions within Net cash used in investing activities on our
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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 June 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 June 30, 2025, there was no outstanding balance under this program.
Debt Financing
On January 31, 2025, our wholly owned subsidiary, T-Mobile USA, Inc., entered into a credit agreement with certain financial institutions, backed by an Export Credit Agency (the “ECA Facility”), providing for a loan of up to $1.0 billion. On March 17, 2025, we drew down the full $1.0 billion available under the ECA Facility and recognized the net proceeds within Proceeds from issuance of long-term debt, net on our Condensed Consolidated Statements of Cash Flows.
As of June 30, 2025, our total debt and financing lease liabilities were $85.3 billion, excluding our tower obligations, of which $76.5 billion was classified as long-term debt and $1.2 billion was classified as long-term financing lease liabilities.
During the six months ended June 30, 2025, we issued long-term debt for net proceeds of $7.8 billion, including proceeds from the ECA Facility, and repaid short-term debt with an aggregate principal amount of $3.7 billion.
For more information regarding our debt financing transactions, see Note 8 – Debt of the Notes to the Condensed Consolidated Financial Statements.
License Purchase Agreements
On August 8, 2022, we entered into License Purchase Agreements to acquire spectrum in the 600 MHz band from Channel 51 License Co LLC and LB License Co, LLC (together with Channel 51 License Co LLC, the “Sellers”) in exchange for total cash consideration of $3.5 billion. On March 30, 2023, we and the Sellers entered into Amended and Restated License Purchase Agreements, pursuant to which we and the Sellers agreed to bifurcate the transaction into two tranches of licenses, with the 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 the closing will occur in the first half of 2028.
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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.
Lumos Joint Venture
On April 24, 2024, we entered into a definitive agreement with Fund VI to establish a joint venture between us and Fund VI to acquire Lumos from EQT’s predecessor fund, EQT Infrastructure III. 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. The funds invested by us will be used 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.
For more information regarding the Lumos joint venture, see Note 3 – Joint Ventures 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 on August 1, 2026.
Based on the adjusted amount paid upfront, an additional $420 million in future cash and T-Mobile common stock is payable in satisfaction of the earnout.
For more information regarding the Ka’ena Acquisition, see Note 2 – Business Combinations of the Notes to the Condensed Consolidated Financial Statements.
Acquisition of UScellular Wireless Business
On May 24, 2024, we entered into a securities purchase agreement with UScellular pursuant to which, among other things, we will acquire substantially all of UScellular’s wireless operations and select 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 prior to closing.
On May 23, 2025, we launched exchange offers for any and all of certain outstanding 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. As of July 1, 2025, the total principal amount of certain outstanding UScellular senior notes validly tendered was $1.7 billion. To the extent any debtholders do not participate in the Exchange Offers, their senior notes will continue as obligations of UScellular, and the cash portion of the purchase price will be correspondingly increased. The consummation of the Exchange Offers and Consent Solicitations are subject to the closing of the UScellular Acquisition and will expire on August 1, 2025.
On July 11, 2025, we received all necessary regulatory approvals, and the UScellular Acquisition is expected to close 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 of each of Farmers Cellular Telephone Company, Inc., Iowa RSA No. 9 Limited Partnership, and Iowa RSA No. 12
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Limited Partnership (collectively, the “Iowa Entities”) for an aggregate purchase price of approximately $170 million. These transactions are expected to close concurrently with the UScellular Acquisition on August 1, 2025.
Following the closing of the transaction, UScellular will retain ownership of its other spectrum, as well as its towers. Subject to the closing of the transaction, we will enter into a 15-year master license agreement to lease space on at least 2,100 towers being retained and to extend our tenancy term on approximately 600 towers where we are already leasing space from UScellular for 15 years post-closing. We estimate the incremental future minimum lease payments associated with the master license agreement will be $1.4 billion over 15 years post-closing.
Metronet Joint Venture
On July 18, 2024, we entered into a definitive agreement with KKR to establish a joint venture to acquire Metronet. At closing, we expect to invest approximately $4.6 billion, adjusted for Metronet’s incremental pre-close debt financing, to acquire a 50% equity interest in the joint venture and all existing residential fiber customers, as well as funding of the joint venture. We do not anticipate making further capital contributions following the closing under the existing business plan. On July 9, 2025, we received all necessary regulatory approvals, and the joint acquisition of Metronet is expected to close on July 24, 2025.
For more information regarding the Metronet joint venture, see Note 3 – Joint Ventures of the Notes to the Condensed Consolidated Financial Statements.
Acquisition of Vistar Media Inc.
Upon the completion of certain customary closing conditions, including the receipt of certain regulatory approvals, on February 3, 2025, we completed the Vistar Acquisition, and as a result, Vistar became a wholly owned subsidiary of T-Mobile. In exchange, we transferred cash of $621 million.
For more information regarding the Vistar Acquisition, see Note 2 – Business Combinations of the Notes to the Condensed Consolidated Financial Statements.
Acquisition of Blis Holdco Limited
Upon the completion of certain customary closing conditions, including the receipt of certain regulatory approvals, on March 3, 2025, we completed the Blis Acquisition, and as a result, Blis became a wholly owned subsidiary of T-Mobile. In exchange, we transferred cash of $180 million.
For more information regarding the Blis Acquisition, see Note 2 – Business Combinations of the Notes to the Condensed Consolidated Financial Statements.
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 June 30, 2025, we derecognized net receivables of $1.6 billion upon sale through these arrangements.
For more information regarding these off-balance sheet arrangements, see Note 5 – Sales of Certain Receivables of the Notes to the Condensed Consolidated Financial Statements.
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.
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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. 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 June 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 June 30, 2025, we have entered into $10.6 billion of financing leases under these financing lease facilities, of which $424 million and $667 million was executed during the three and six months ended June 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 6 – 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 six months ended June 30, 2025. See Note 2 - Business Combinations, Note 3 - Joint Ventures and Note 6 – Goodwill, Spectrum License Transactions and Other Intangible Assets for additional information.
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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 will be paid on September 11, 2025, to stockholders of record as of the close of business on August 29, 2025.
During the three and six months ended June 30, 2025, we paid an aggregate of $996 million and $2.0 billion, respectively, in cash dividends to our stockholders, which was presented within Net cash used in financing activities on our Condensed Consolidated Statements of Cash Flows. As of June 30, 2025, $986 million for dividends payable is presented within Other current liabilities on our Condensed Consolidated Balance Sheets.
During the three months ended June 30, 2025, we repurchased 10,148,791 shares of our common stock at an average price per share of $243.32 for a total purchase price of $2.5 billion, and during the six months ended June 30, 2025, we repurchased 20,240,018 shares of our common stock at an average price per share of $244.04 for a total purchase price of $4.9 billion, under the 2025 Stockholder Return Program. As of June 30, 2025, we had up to $7.1 billion remaining under the 2025 Stockholder Return Program for repurchases of shares and quarterly dividends through December 31, 2025.
Subsequent to June 30, 2025, from July 1, 2025, through July 18, 2025, we repurchased 2,032,767 shares of our common stock at an average price per share of $232.16 for a total purchase price of $472 million under the 2025 Stockholder Return Program. As of July 18, 2025, we had up to $6.6 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 12 – Stockholder Return Program of the Notes to the Condensed Consolidated Financial Statements.
Related Party Transactions
We have related party transactions associated with DT, SoftBank or their respective affiliates in the ordinary course of business, including intercompany servicing and licensing.
As of July 18, 2025, DT and SoftBank held, directly or indirectly, approximately 52.2% and 5.7%, respectively, of the outstanding T-Mobile common stock, with the remaining approximately 42.1% of the outstanding T-Mobile common stock held by other stockholders. 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 July 18, 2025, over approximately 57.5% 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 June 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 that we do not control and that are our 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.
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 June 30, 2025, DT, through certain of its non-U.S. subsidiaries, provided basic telecommunications services to seven customers in Germany identified on
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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 June 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 June 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 June 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 June 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 June 30, 2025, were both under $0.1 million. We understand that the SoftBank subsidiary intends to continue such activities.
Critical Accounting Estimates
Preparation of our condensed consolidated financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the reported amounts of certain assets, liabilities, revenues and expenses, as well as related disclosure of contingent assets and liabilities. There have been no material changes to the critical accounting policies and estimates as previously disclosed in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2024, and which are hereby incorporated by reference herein.
Accounting Pronouncements Not Yet Adopted
For information regarding recently issued accounting standards, see Note 1 – Summary of Significant Accounting Policies of the Notes to the Condensed Consolidated Financial Statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to economic risks in the normal course of business, primarily from changes in interest rates, including changes in investment yields and changes in spreads due to credit risk, foreign currency exchange rate fluctuations and other factors. These risks, along with other business risks, impact our cost of capital. Our policy is to manage exposure related to fluctuations in interest rates in order to manage capital costs, control financial risks and maintain financial flexibility over the long term. We have established interest rate risk limits that are closely monitored by measuring interest rate sensitivities of our debt portfolio. As of June 30, 2025, we have €4.8 billion outstanding in EUR-denominated Senior Notes, which are subject to foreign currency exchange rate fluctuations. We have entered into cross-currency swap agreements that qualify and have been designated as fair value hedges of our EUR-denominated debt, mitigating our exposure to foreign currency transaction gains and losses. We do not foresee significant changes in the strategies used to manage market risk in the near future.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures designed to ensure information required to be disclosed in our periodic reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Our disclosure controls include the use of a Disclosure Committee that is comprised of representatives from our Accounting, Legal, Treasury, Technology, Risk Management, Government Affairs and Investor Relations functions and are designed to ensure that information required to be disclosed in the reports we file or submit under
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the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective, as of the end of the period covered by this Form 10-Q.
The certifications required by Section 302 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) are filed as Exhibits 31.1 and 31.2 to this Form 10-Q.
Changes in Internal Control over Financial Reporting
In the second quarter of 2025, we began implementation of a new global enterprise resource planning (“ERP”) system. The implementation is expected to occur in phases over the next several years and will replace many of our operating and financial systems. The ERP system is designed to accurately maintain our financial records, support integrated billing, supply chain and other operational functionality, facilitate data analysis and accelerate information reporting to our management team related to the operation of the business. During the second quarter of 2025, we made changes to our internal control over financial reporting to address processes impacted by the ERP system implementation.
As the phased implementation of the new ERP system continues, we could have additional changes to our processes and procedures which, in turn, could result in additional changes to our internal control over financial reporting. As such changes occur, we will evaluate quarterly whether such changes materially affect our internal control over financial reporting.
Other than the above-noted changes, there were no changes in our internal control over financial reporting during the second quarter of 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
For more information regarding the legal proceedings in which we are involved, see Note 14 – Commitments and Contingencies of the Notes to the Condensed Consolidated Financial Statements.
Item 1A. Risk Factors
Other than the updated risk factors below, there have been no material changes in our risk factors as previously disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024.
Any acquisition, divestiture, investment, joint venture or merger may subject us to significant risks, any of which may harm our business.
We may pursue acquisitions of, investments in, or joint ventures or mergers with, other companies, or the acquisition of technologies, services, products or other assets that we believe would complement or expand our business. We may also elect to divest some of our assets to third parties. Some of these potential transactions could be significant relative to the size of our business and operations. Any such transaction would involve a number of risks and could present financial, managerial and operational challenges, including:
•diversion of management attention from running our existing business;
•increased costs to integrate the networks, spectrum, technology, personnel, customer base, distributors and business partners and business practices of the company involved in any such transaction with our business;
•increased interest expense and leverage or limits on other uses of cash;
•potential loss of talent during integration due to differences in culture, locations, or other factors;
•difficulties in effectively integrating the financial, operational and sustainability systems of the business involved in any such transaction into (or supplanting such systems with) our financial, operational and sustainability reporting infrastructure and internal control framework in an effective and timely manner;
•risks of entering markets in which the Company has no or limited experience and where competitors have stronger market positions;
•to the extent any acquired business has any international operations, potential exposures to risks associated with maintaining and expanding such operations, including unfavorable and uncertain regulatory, political, economic, tax and labor conditions;
•potential exposure to material liabilities not discovered in the due diligence process or as a result of any litigation arising in connection with any such transaction;
•significant transaction-related expenses in connection with any such transaction, whether consummated or not;
•risks related to our ability to obtain any required regulatory approvals necessary to consummate any such transaction; and
•any business, technology, service, or product involved in any such transaction may significantly under-perform relative to our expectations, and we may not achieve the benefits we expect from the transaction, which could, among other things, also result in a write-down of goodwill and other intangible assets associated with such transaction.
We have entered into joint venture agreements aimed at establishing a robust fiber broadband network that complements our fixed wireless services. Once closed, differences in views among the joint venture participants may result in delayed decisions or disputes. Operating through joint ventures in which we do not hold a majority ownership interest results in us having limited control over many decisions made with respect to the businesses of the joint ventures. We also cannot control the actions of our joint venture partners. These joint ventures may not be subject to the same requirements regarding internal controls and internal control over financial reporting that we follow. As a result, internal control problems may arise with respect to these joint ventures. Any of these risks could have a material adverse effect on our business, financial condition and results of operations and could also affect our reputation.
Additionally, in connection with our Sprint Merger and related transactions, including the acquisition by DISH Network Corporation (“DISH”) of certain prepaid wireless business (the “Prepaid Transaction”), we agreed to fulfill various government commitments (the “Government Commitments”), including, among others, extensive 5G network build-out, delivering high-speed wireless services to the vast majority of Americans and marketing our in-home fixed wireless product to households
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where spectrum capacity is sufficient, as well as commitments related to national security, pricing and availability of rate plans. These Government Commitments materially increased our compliance obligations and could result in additional expenses and/or penalties in the future. In connection with the Prepaid Transaction, we and DISH entered into certain arrangements, including a Master Network Services Agreement (the “MNSA”), pursuant to which we provide DISH, for a period of seven years, network services for certain end users and infrastructure mobile network operator services to assist in the access and integration of the DISH network.
Any failure to fulfill our obligations under the Government Commitments and the MNSA in a timely manner could result in substantial fines, penalties, or other legal and administrative actions, liabilities, and reputational harm.
Economic, political and market conditions may adversely affect our business, financial condition, and operating results.
Our business, financial condition, and operating results are affected by changes in general economic conditions, including interest rates, consumer credit conditions, consumer debt levels, consumer confidence, unemployment rates, economic growth, tariffs and trade restrictions, fluctuations in global currencies, immigration policies, energy costs, rates of inflation (or concerns about deflation), supply chain disruptions, impacts of current geopolitical conflict or instability, such as the Ukraine-Russia, Iran-Israel and Israel-Hamas wars and further escalations thereof, and other macroeconomic factors.
The wireless industry, broadly, is dependent on population growth, including growth in the immigrant population. As a result, we expect the wireless industry’s customer growth rate to be moderate in comparison with historical growth rates, leading to ongoing competition for customers. In addition, the Government Commitments place certain limitations on our ability to increase prices, which limits our ability to pass along growing costs to customers. Rising prices for goods, services, and labor due to inflation, including inflation resulting from higher tariffs, restrictions and other economic disincentives to trade, could adversely impact our margins and/or growth.
Our services and device financing plans are available to a broad customer base, a significant segment of which may be vulnerable to weak economic conditions, particularly our subprime customers. We may have greater difficulty in gaining new customers within this segment, and existing customers may be more likely to terminate service and default on device financing plans due to an inability to pay.
Weak economic and credit conditions may also adversely impact our suppliers, dealers, wholesale partners or MVNOs, and enterprise and government customers, some of which may file for bankruptcy, or may experience cash flow or liquidity problems, or may be unable to obtain or refinance credit such that they may no longer be able to operate. Any of these could adversely impact our ability to distribute, market, or sell our products and services.
Changes to trade policies, including higher tariffs, restrictions and other economic disincentives to trade, may lead to operational delays, higher procurement and operational costs, and regulatory and compliance complexities, resulting in supply chain disruptions and higher prices and lower demand for devices and services we sell.
As a provider of telecommunications services, we depend on suppliers to provide us, directly or through other suppliers, with items such as equipment for our network, handsets, tablets, accessories, other mobile communication devices, other components and raw materials. Changes or proposed changes in U.S. or other countries’ trade policies that result in higher tariffs, restrictions and other economic disincentives to international trade may materially increase the costs we incur in developing, deploying and maintaining our network and offering products and services to our customers. A certain portion of the increased costs may be absorbed by certain suppliers, but some suppliers may struggle to absorb the increased costs, especially over the long term, potentially leading to supply disruptions or cost pass-throughs to us, which may lead to us increasing the prices we charge our customers. In addition, rapid changes in trade policies may negatively affect procurement timelines and supplier relationships and may introduce new compliance requirements. We may face potential delays in sourcing critical equipment due to customs clearance and supply chain bottlenecks, and material changes to cost structures could pressure our expenses and customer pricing.
Our attempts to mitigate potential disruptions to our supply chain and offset procurement and operational cost pressures, such as through alternative sourcing and/or increases in the selling prices of some of our products and services, may not be successful. Higher product or service prices for our customers may make it more difficult to attract new customers or cause increases in customer churn. Furthermore, we may not be able to offset any cost increases through productivity and cost-saving initiatives. To the extent that cost increases result in significant increases in our expenditures, or if our price increases are not sufficient to offset these increased costs adequately or in a timely manner, and/or if our revenues decrease, our business, financial condition or operating results may be adversely affected.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
The table below provides information regarding our share repurchases during the three months ended June 30, 2025:
| (in millions, except share and per share amounts) | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares that may yet be Purchased Under the Plans or Programs (1) | |||||||||||||||||||
| April 1, 2025 - April 30, 2025 | 3,230,625 | $ | 254.80 | 3,230,625 | $ | 9,707 | |||||||||||||||||
| May 1, 2025 - May 31, 2025 | 3,384,216 | 243.23 | 3,384,216 | 8,884 | |||||||||||||||||||
| June 1, 2025 - June 30, 2025 | 3,533,950 | 232.93 | 3,533,950 | 7,066 | |||||||||||||||||||
| Total | 10,148,791 | 10,148,791 | |||||||||||||||||||||
(1) On December 13, 2024, we announced that our Board of Directors authorized a stockholder return program for up to $14.0 billion that will run through December 31, 2025. The amounts presented represent the remaining dollar amount authorized for purchase under the 2025 Stockholder Return Program, as applicable, as of the end of the period, which has been reduced by the amount of any cash dividends declared and paid by the Company.
See Note 12 – Stockholder Return Program of the Notes to the Condensed Consolidated Financial Statements for more information about our 2025 Stockholder Return Program.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
During the three months ended June 30, 2025, none of the Company’s directors or officers adopted terminated
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Item 6. Exhibits
| Incorporated by Reference | ||||||||||||||||||||||||||||||||
| Exhibit No. | Exhibit Description | Form | Date of First Filing | Exhibit Number | Filed Herein | |||||||||||||||||||||||||||
| 10.1* | Form of PRSU Award Agreement. | X | ||||||||||||||||||||||||||||||
| 10.2* | Amended Director Compensation Program effective as of May 1, 2013 (amended June 4, 2014 and further amended on June 1, 2015, June 16, 2016, June 13, 2017, June 13, 2019, June 4, 2020, June 13, 2024 and June 6, 2025). | X | ||||||||||||||||||||||||||||||
| 22.1 | Subsidiary Guarantors and Issuers of Guaranteed Securities. | X | ||||||||||||||||||||||||||||||
| 31.1 | Certifications of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | ||||||||||||||||||||||||||||||
| 31.2 | Certifications of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | ||||||||||||||||||||||||||||||
| 32.1** | Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | ||||||||||||||||||||||||||||||
| 32.2** | Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | ||||||||||||||||||||||||||||||
| 101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |||||||||||||||||||||||||||||||
| 101.SCH | XBRL Taxonomy Extension Schema Document. | X | ||||||||||||||||||||||||||||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document. | X | ||||||||||||||||||||||||||||||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document. | X | ||||||||||||||||||||||||||||||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document. | X | ||||||||||||||||||||||||||||||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase. | X | ||||||||||||||||||||||||||||||
| 104 | Cover Page Interactive Data File (the cover page XBRL tags) | |||||||||||||||||||||||||||||||
| * | Indicates a management contract or compensatory plan or arrangement. | |||||||
| ** | Furnished herein. | |||||||
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| SIGNATURES | |||||||||||
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| T-MOBILE US, INC. | |||||||||||
| July 23, 2025 | /s/ Peter Osvaldik | ||||||||||
| Peter Osvaldik | |||||||||||
| Executive Vice President and Chief Financial Officer | |||||||||||
| (Principal Financial Officer and Authorized Signatory) | |||||||||||
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Source:
FAQ
Why is Safe & Green Holdings (SGBX) proposing a reverse stock split?
To raise the share price above Nasdaq鈥檚 US$1.00 minimum and satisfy a 28 Aug 2025 compliance deadline.
What split ratios are being considered for SGBX?
Any ratio between 1-for-10 and 1-for-100, to be chosen by the board within one year of approval.
How many Series B preferred shares were issued and at what conversion price?
60,000 shares, each convertible at US$0.392 into common stock, subject to a 19.99 % cap until shareholder approval.
Will existing SGBX shareholders receive fractional shares after the split?
No; fractional holdings will be rounded up to the nearest whole share鈥攏o cash will be paid.
What happens if shareholders reject the proposals?
The company could fail to regain Nasdaq compliance, risking delisting and reduced liquidity.
When is the record date and meeting date for voting?
Record date: 11 Jul 2025; virtual special meeting: 25 Aug 2025 at 10 a.m. ET.
T Mobile Us
NASDAQ:TMUS
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Jul 24, 2025
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[144] T-Mobile US, Inc. SEC Filing
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[8-K] T-Mobile US, Inc. Reports Material Event
Jul 21, 2025
[Form 4] T-Mobile US, Inc. Insider Trading Activity
Jul 16, 2025
[Form 4] T-Mobile US, Inc. Insider Trading Activity
TMUS Stock Data
264.84B
476.47M
60.1%
38.15%
1.21%
Telecom Services
Radiotelephone Communications
United States
BELLEVUE