2 unchanged sentences
Condensed Consolidated Balance Sheets
−Removed: (in millions, except share and per share amounts) September 30,
+Added: (in millions, except share and per share amounts) March 31,
2025 December 31,
48 unchanged sentences
Condensed Consolidated Statements of Comprehensive Income
−Removed: Three Months Ended September 30, Nine Months Ended September 30,
+Added: Three Months Ended March 31,
(in millions, except share and per share amounts) 2025 2024
10 unchanged sentences
Selling, general and administrative 5,488 5,138
−Removed: Gain on disposal group held for sale — — — ( 25 )
Depreciation and amortization 3,198 3,371
3 unchanged sentences
Interest expense, net ( 916 ) ( 880 )
−Removed: Other income, net 7 41 19 56
+Added: Other (expense) income, net ( 46 ) 20
Total other expense, net ( 962 ) ( 860 )
3 unchanged sentences
Net income $ 2,953 $ 2,374
−Removed: Other comprehensive income, net of tax
+Added: Other comprehensive (loss) income, net of tax
Reclassification of loss from cash flow hedges, net of tax effect of $ 16 and $ 15
−Removed: 44 41 130 121
−Removed: Net unrealized loss on fair value hedges, net of tax effect of $( 5 ), $ 0 , $( 15 ) and $ 0
−Removed: ( 12 ) — ( 42 ) —
−Removed: Unrealized gain on foreign currency translation adjustment, net of tax effect of $ 0 , $ 0 , $ 0 and $ 0
+Added: Losses on fair value hedges, net of tax effect of $( 61 ) and $ 0
Amortization of actuarial gain, net of tax effect of $ 0 and $( 2 )
−Removed: ( 4 ) ( 33 ) ( 13 ) ( 33 )
−Removed: Other comprehensive income 28 8 75 97
+Added: Other comprehensive (loss) income ( 132 ) 38
Total comprehensive income $ 2,821 $ 2,412
9 unchanged sentences
Condensed Consolidated Statements of Cash Flows
−Removed: Three Months Ended September 30, Nine Months Ended September 30,
+Added: Three Months Ended March 31,
(in millions) 2025 2024
7 unchanged sentences
Losses from sales of receivables 22 21
−Removed: Loss on remeasurement of disposal group held for sale — — — 9
Changes in operating assets and liabilities
13 unchanged sentences
Purchases of spectrum licenses and other intangible assets, including deposits ( 73 ) ( 61 )
−Removed: Proceeds from sales of tower sites — 2 — 10
Proceeds related to beneficial interests in securitization transactions — 890
11 unchanged sentences
Net cash provided by (used in) financing activities 3,193 ( 1,666 )
−Removed: Change in cash and cash equivalents, including restricted cash and cash held for sale 3,339 ( 1,609 ) 4,679 525
−Removed: Cash and cash equivalents, including restricted cash and cash held for sale
+Added: Change in cash and cash equivalents, including restricted cash 6,631 1,631
+Added: Cash and cash equivalents, including restricted cash
Beginning of period 5,713 5,307
5 unchanged sentences
(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
−Removed: Balance as of June 30, 2024 1,166,772,891 103,032,151 $ ( 15,270 ) $ 68,463 $ ( 917 ) $ 10,360 $ 62,636
−Removed: Net income — — — — — 3,059 3,059
−Removed: Dividends declared ($ 0.88 per share)
−Removed: — — — — — ( 1,018 ) ( 1,018 )
−Removed: Other comprehensive income — — — — 28 — 28
−Removed: Stock-based compensation — — — 151 — — 151
−Removed: Stock issued for employee stock purchase plan 569,160 — — 79 — — 79
−Removed: Issuance of vested restricted stock units 594,078 — — — — — —
−Removed: Shares withheld related to net share settlement of stock awards and stock options ( 181,793 ) — — ( 36 ) — — ( 36 )
−Removed: Repurchases of common stock ( 3,179,707 ) 3,179,707 ( 650 ) — — — ( 650 )
−Removed: Other, net 39,293 ( 811 ) ( 1 ) 2 — — 1
−Removed: Balance as of September 30, 2024 1,164,613,922 106,211,047 $ ( 15,921 ) $ 68,659 $ ( 889 ) $ 12,401 $ 64,250
Balance as of December 31, 2024 1,144,579,681 126,494,683 $ ( 20,584 ) $ 68,798 $ ( 857 ) $ 14,384 $ 61,741
2 unchanged sentences
— — — — — ( 995 ) ( 995 )
−Removed: Other comprehensive income — — — — 75 — 75
−Removed: Stock-based compensation — — — 457 — — 457
−Removed: Stock issued for employee stock purchase plan 1,519,242 — — 191 — — 191
−Removed: Issuance of vested restricted stock units 4,411,775 — — — — — —
−Removed: Shares withheld related to net share settlement of stock awards and stock options ( 1,444,692 ) — — ( 244 ) — — ( 244 )
−Removed: Repurchases of common stock ( 39,093,340 ) 39,093,340 ( 6,543 ) — — — ( 6,543 )
−Removed: Ka’ena Acquisition upfront consideration 3,264,952 — — 536 — — 536
−Removed: Other, net 148,654 20,884 ( 5 ) 14 — — 9
−Removed: Balance as of September 30, 2024 1,164,613,922 106,211,047 $ ( 15,921 ) $ 68,659 $ ( 889 ) $ 12,401 $ 64,250
−Removed: The accompanying notes are an integral part of these condensed consolidated financial statements.
−Removed: Index for Notes to the Condensed Consolidated Financial Statements
−Removed: T-Mobile US, Inc.
−Removed: Condensed Consolidated Statement of Stockholders’ Equity
−Removed: (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 (Accumulated Deficit) Total Stockholders' Equity
−Removed: Balance as of June 30, 2023 1,180,398,748 81,090,539 $ ( 11,392 ) $ 74,161 $ ( 957 ) $ 3,938 $ 65,750
−Removed: Net income — — — — — 2,142 2,142
−Removed: Dividends declared ($ 0.65 per share)
−Removed: — — — — — ( 745 ) ( 745 )
−Removed: Other comprehensive income — — — — 8 — 8
+Added: Other comprehensive loss — — — — ( 132 ) — ( 132 )
Stock-based compensation — — — 177 — — 177
4 unchanged sentences
Other, net 41,339 12,244 ( 6 ) 10 — — 4
−Removed: Balance as of September 30, 2023 1,161,979,708 100,396,057 $ ( 14,092 ) $ 74,404 $ ( 949 ) $ 5,335 $ 64,698
+Added: Balance as of March 31, 2025 1,137,339,578 136,598,154 $ ( 23,085 ) $ 68,837 $ ( 989 ) $ 16,342 $ 61,105
Balance as of December 31, 2023 1,195,807,331 67,096,823 $ ( 9,373 ) $ 67,705 $ ( 964 ) $ 7,347 $ 64,715
9 unchanged sentences
Other, net 61,752 23,309 ( 5 ) 9 — — 4
−Removed: Balance as of September 30, 2023 1,161,979,708 100,396,057 $ ( 14,092 ) $ 74,404 $ ( 949 ) $ 5,335 $ 64,698
+Added: Balance as of March 31, 2024 1,177,240,110 89,053,922 $ ( 12,982 ) $ 67,786 $ ( 926 ) $ 8,196 $ 62,074
The accompanying notes are an integral part of these condensed consolidated financial statements.
5 unchanged sentences
Joint Ventures
−Removed: Receivables and Related Allowance for Credit Losses
+Added: Receivables and Rel ated Allowance fo r C redit Losses
Sales of Certain Receivables
3 unchanged sentences
Revenue from Contracts with Customers
+Added: Segment Reporting
Stockholder Return Program
2 unchanged sentences
Additional Financial Information
−Removed: Subsequent Even ts
+Added: Subsequent Events
Index for Notes to the Condensed Consolidated Financial Statements
8 unchanged sentences
The condensed consolidated financial statements include the balances and results of operations of T-Mobile and our consolidated subsidiaries.
−Removed: We consolidate majority-owned subsidiaries over which we exercise control, as well as 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 obligations to pay for the management and operation of certain of our wireless communications tower sites.
+Added: 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.
2 unchanged sentences
Estimates are inherently subject to judgment and actual results could differ from those estimates.
−Removed: Foreign Currency Transactions
−Removed: On May 8, 2024, we issued € 2.0 billion of euro (“EUR”) denominated debt.
−Removed: T-Mobile’s functional currency is the U.S.
−Removed: dollar (“USD”).
−Removed: Each period, we convert activity and balances in EUR into USD using average exchange rates for the period for income statement amounts and using end-of-period or spot exchange rates for assets and liabilities.
−Removed: We record transaction gains and losses resulting from the conversion of transaction currency to functional currency as a component of Other income, net on our Condensed Consolidated Statements of Comprehensive Income.
−Removed: Derivative and Hedging Instruments
−Removed: The Company manages its exposure to foreign exchange rates and interest rates through a risk management program that includes the use of derivative financial instruments, including cross-currency swaps.
−Removed: We designate certain derivatives as accounting hedge relationships.
−Removed: We do not hold derivatives for trading or speculative purposes.
−Removed: We record derivatives on our Condensed Consolidated Balance Sheets and recognize them as either assets or liabilities at fair value.
−Removed: Fair value is derived primarily from observable market data, and our derivatives are classified as Level 2 in the fair value hierarchy.
−Removed: 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.
−Removed: 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.
−Removed: 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.
Accounting Pronouncements Not Yet Adopted
−Removed: Segment Reporting Disclosures
−Removed: In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, “Segment Reporting (Topic 280):
−Removed: Improvements to Reportable Segment Disclosures.” The standard expands reportable segment disclosure requirements for public business entities primarily through enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit (referred to as the “significant expense principle”).
−Removed: The standard will become effective for
−Removed: Index for Notes to the Condensed Consolidated Financial Statements
−Removed: us for our fiscal year 2024 annual financial statements and interim financial statements thereafter and will be applied retrospectively for all prior periods presented in the financial statements, with early adoption permitted.
−Removed: We plan to adopt the standard when it becomes effective for us beginning in our fiscal year 2024 annual financial statements, and we expect the adoption of the standard will impact certain of our segment reporting disclosures in the Notes to the Consolidated Financial Statements.
Income Tax Disclosures
−Removed: In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740):
+Added: 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.
−Removed: 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 in the Notes to the Consolidated Financial Statements.
+Added: 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.
+Added: Disaggregation of Income Statement Expenses
+Added: In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):
+Added: 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):
+Added: Clarifying the Effective Date,” which clarifies the effective date of ASU 2024-03.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: Index for Notes to the Condensed Consolidated Financial Statements
Note 2 – Business Combinations
3 unchanged sentences
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.
−Removed: Upon the completion of certain customary closing conditions, including the receipt of certain regulatory approvals, on May 1, 2024 (the “Acquisition Date”), we completed the Ka’ena Acquisition, and as a result, Ka’ena became a wholly owned subsidiary of T-Mobile.
+Added: 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.
−Removed: Ka’ena is a provider of prepaid mobile services in the U.S.
−Removed: through its primary brands, Mint Mobile and Ultra Mobile, and also offers a selection of wireless devices, including handsets and other mobile communication devices.
−Removed: 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 on our Condensed Consolidated Statements of Comprehensive Income, and for which Ka’ena incurred related expenses for the use of our network.
−Removed: On the Acquisition Date, 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 Acquisition Date.
−Removed: The Ka’ena Acquisition enhances the Company’s position as a leading prepaid wireless carrier by diversifying our brand identities, enhancing our distribution footprint and preserving the value of our relationship with Ka’ena through its acquisition, including the acquisition of its prepaid customer relationships.
−Removed: The financial results of Ka’ena from the Acquisition Date through September 30, 2024, 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.
−Removed: Costs related to the Ka’ena Acquisition were not material to our Condensed Consolidated Statements of Comprehensive Income.
−Removed: Consideration Transferred
−Removed: In accordance with the terms of the Merger and Unit Purchase Agreement, the total purchase price is variable, dependent upon specified performance indicators of Ka’ena, and consists of an upfront payment on the Acquisition Date and an earnout payable on August 1, 2026.
−Removed: The amount of the upfront payment is subject to customary adjustments and is expected to be finalized by the end of 2024.
−Removed: Index for Notes to the Condensed Consolidated Financial Statements
−Removed: On the 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.
−Removed: An additional amount of the upfront payment payable to certain sellers was deferred and may be paid through January 2026.
−Removed: As of the Acquisition Date, we recognized a liability of $ 27 million for the fair value of this deferred amount, which is included in the fair value of consideration transferred in the Ka’ena Acquisition.
−Removed: Furthermore, a portion of the upfront payment made on the Acquisition Date was for the settlement of the preexisting wholesale relationship with Ka’ena and excluded from the fair value of consideration transferred in the Ka’ena Acquisition.
−Removed: Based on the amount of the upfront payment, up to an additional $ 403 million in future cash and T-Mobile common stock is payable in satisfaction of the earnout, dependent upon Ka’ena’s achievement of specified performance indicators.
−Removed: • $ 241 million of the potential earnout amount is payment for the acquired Ka’ena business.
−Removed: As of the Acquisition Date, we recognized a liability of $ 183 million for the fair value of such contingent consideration.
−Removed: This liability will be adjusted to fair value at each future reporting date until settled, with a corresponding offset recorded to Selling, general and administrative expenses on our Condensed Consolidated Statements of Comprehensive Income.
−Removed: • $ 162 million of the potential earnout amount is payment for services to be provided to T-Mobile by certain of the sellers during the post-acquisition period, as well as the replacement of equity awards of certain Ka’ena employees.
−Removed: We will record expenses as such services are provided during the post-acquisition period within Selling, general and administrative expenses on our Condensed Consolidated Statements of Comprehensive Income, with a corresponding offset to Other current liabilities and Other long-term liabilities on our Condensed Consolidated Balance Sheets.
−Removed: The acquisition-date fair value of consideration transferred in the Ka’ena Acquisition totaled $ 1.2 billion, comprised of the following:
−Removed: (in millions) May 1, 2024
−Removed: Fair value of T-Mobile common stock issued to Ka’ena stockholders related to the upfront payment $ 527
−Removed: Fair value of cash paid to Ka’ena stockholders related to the upfront payment 413
−Removed: Fair value of contingent consideration 183
−Removed: Fair value of deferred consideration 27
−Removed: Total fair value of consideration exchanged $ 1,150
−Removed: The fair value of contingent consideration related to the earnout was estimated using the income approach, a probability-weighted discounted cash flow model, whereby a Monte Carlo simulation method estimated the probability of different outcomes.
−Removed: 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.
−Removed: The key assumptions in applying the income approach for the contingent consideration include forecasted Ka’ena financial information, primarily revenue, marketing costs and customer metrics, the probability of achieving the forecasted financial information and the discount rate.
−Removed: As of September 30, 2024, $ 195 million of liabilities for contingent consideration and $ 55 million of liabilities for post-acquisition services were presented within Other long-term liabilities on our Condensed Consolidated Balance Sheets.
+Added: In accordance with the terms of the Merger and Unit Purchase Agreement, the total purchase price is 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.
+Added: As of March 31, 2025, $ 210 million of liabilities for contingent consideration and $ 106 million of liabilities for post-acquisition services were presented within Other long-term liabilities on our Condensed Consolidated Balance Sheets.
Fair Value of Assets Acquired and Liabilities Assumed
We have accounted for the Ka’ena Acquisition as a business combination.
−Removed: The identifiable assets acquired and liabilities assumed from Ka’ena were recorded at their provisionally assigned fair values as of the Acquisition Date and consolidated with those of T-Mobile.
−Removed: Assigning fair values to the assets acquired and liabilities assumed at the Acquisition Date requires the use of judgment regarding estimates and assumptions.
−Removed: For the provisionally assigned fair values of the assets acquired and liabilities assumed, we used the cost and income approaches.
+Added: The identifiable assets acquired and liabilities assumed from Ka’ena were recorded at their provisionally assigned fair values as of the Ka’ena Acquisition Date and consolidated with those of T-Mobile.
+Added: During the three months ended March 31, 2025, the provisionally assigned fair values of Other long-term liabilities and Deferred tax liabilities increased $ 9 million and decreased $ 3 million, respectively, with an offsetting net increase to Goodwill, based on additional information arising subsequent to the initial valuation.
+Added: These measurement period adjustments did not have an impact on our Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2025.
+Added: Goodwill with a provisionally assigned value of $ 777 million represents the excess of the consideration transferred over the fair values of assets acquired and liabilities assumed.
+Added: The provisionally 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.
+Added: Of the total provisionally assigned amount of goodwill resulting from the Ka’ena Acquisition of $ 777 million, the preliminary amount deductible for tax purposes is $ 121 million.
+Added: All of the goodwill acquired is allocated to the Wireless reporting unit.
+Added: Acquisition of UScellular Wireless Operations
+Added: 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 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 an exchange offer to certain UScellular debtholders prior to closing.
+Added: To the extent any debtholders do not participate in the exchange, their bonds will continue as obligations of UScellular, and the cash portion of the purchase price will be correspondingly increased.
+Added: The transaction is expected to close in mid-2025, subject to customary closing conditions and receipt of certain regulatory approvals.
+Added: Upon closing of the transaction, we expect to account for the UScellular transaction as a business combination and to consolidate the acquired operations.
Index for Notes to the Condensed Consolidated Financial Statements
−Removed: The following table summarizes the provisionally assigned fair values for each class of assets acquired and liabilities assumed at the Acquisition Date.
−Removed: We retained the services of certified valuation specialists to assist with assigning values to certain acquired assets.
+Added: Following the closing of the transaction, UScellular will retain ownership of its other spectrum, as well as its towers.
+Added: 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.
+Added: We estimate the incremental future minimum lease payments associated with the master license agreement will be $ 1.4 billion over 15 years post-closing.
+Added: Acquisition of Vistar Media Inc.
+Added: 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.
+Added: (“Vistar”), a provider of technology solutions for digital-out-of-home advertisements (the “Vistar Acquisition”).
+Added: 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.
+Added: In exchange, T-Mobile transferred cash of $ 621 million.
+Added: 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.
+Added: The financial results of Vistar from the Vistar Acquisition Date through March 31, 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.
+Added: Costs related to the Vistar Acquisition were not material to our Condensed Consolidated Statements of Comprehensive Income.
+Added: Fair Value of Assets Acquired and Liabilities Assumed
+Added: We have accounted for the Vistar Acquisition as a business combination.
+Added: 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.
+Added: Assigning fair values to the assets acquired and liabilities assumed at the Vistar Acquisition Date requires the use of judgment regarding estimates and assumptions.
+Added: For the provisionally assigned fair values of the assets acquired and liabilities assumed, we used the cost and income approaches.
+Added: 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.
−Removed: Therefore, the provisionally assigned fair values set forth below are subject to adjustment as additional information is obtained and the valuations are completed.
−Removed: (in millions) May 1, 2024
+Added: Therefore, the provisionally assigned fair values set forth below are subject to adjustment as additional information is obtained.
+Added: (in millions) February 3, 2025
Cash and cash equivalents $ 42
Accounts receivable 157
−Removed: Prepaid expenses 5
−Removed: Other current assets 10
+Added: Prepaid expense and other current assets 2
Property and equipment 1
1 unchanged sentence
Other intangible assets 264
−Removed: Other assets 50
Total assets acquired 811
1 unchanged sentence
Deferred revenue 1
−Removed: Short-term operating lease liabilities 1
Deferred tax liabilities 62
Operating lease liabilities 2
−Removed: Other long-term liabilities 72
Total liabilities assumed 192
2 unchanged sentences
Goodwill with a provisionally assigned value of $ 344 million represents the excess of the consideration transferred over the fair values of assets acquired and liabilities assumed.
−Removed: The provisionally 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.
−Removed: Of the total provisionally assigned amount of goodwill resulting from the Ka’ena Acquisition of $ 781 million, the preliminary amount deductible for tax purposes is $ 90 million.
−Removed: All of the goodwill acquired is allocated to the Wireless reporting unit.
−Removed: Other intangible assets acquired primarily include $ 545 million of customer relationships with an estimated weighted-average useful life of six years , $ 70 million of tradenames with an estimated weighted-average useful life of eight years and $ 125 million of other intangible assets with an estimated weighted-average useful life of four years .
−Removed: The customer relationships are being amortized using the sum-of-the-years digits method over their estimated useful lives, and the tradenames are being amortized on a straight-line basis over their estimated useful lives.
+Added: 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.
+Added: Index for Notes to the Condensed Consolidated Financial Statements
+Added: 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 .
+Added: 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.
−Removed: The key assumptions in applying the income approach include forecasted subscriber churn rates, revenue over an estimated period of time, the discount rate and estimated income taxes.
−Removed: UScellular Wireless Operations
−Removed: 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 an exchange offer to be made to certain UScellular debtholders prior to closing.
−Removed: To the extent any debtholders do not participate in the exchange, their bonds will continue as obligations of UScellular, and the cash portion of the purchase price will be correspondingly increased.
−Removed: The transaction is expected to close in mid-2025, subject to customary closing conditions and receipt of certain regulatory approvals.
−Removed: Upon closing of the transaction, we expect to account for the UScellular transaction as a business combination and to consolidate the acquired operations.
−Removed: Index for Notes to the Condensed Consolidated Financial Statements
−Removed: Following the closing of the transaction, UScellular will retain ownership of its other spectrum, as well as its towers.
−Removed: 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.
−Removed: We estimate the incremental future minimum lease payments associated with the master license agreement will be $ 1.4 billion over 15 years post-closing.
+Added: 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.
+Added: Acquisition of Blis Holdco Limited
+Added: 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”).
+Added: 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.
+Added: In exchange, T-Mobile transferred cash of $ 180 million.
+Added: 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.
+Added: We have accounted for the Blis Acquisition as a business combination.
+Added: The fair value of consideration transferred as of the Blis Acquisition Date totaled $ 174 million.
+Added: 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.
+Added: The provisionally assigned fair values of total assets acquired, including goodwill, and total liabilities assumed at the Blis Acquisition Date were $ 276 million and $ 102 million, respectively.
+Added: Goodwill with a provisionally assigned value of $ 112 million represents the excess of the consideration transferred over the fair values of assets acquired and liabilities assumed.
+Added: We are in the process of finalizing the valuation of the assets acquired and liabilities assumed.
+Added: Therefore, the provisionally assigned fair values above are subject to adjustment as additional information is obtained.
Note 3 – Joint Ventures
Lumos and Metronet Joint Ventures
−Removed: On April 24, 2024, we entered into a merger agreement with a fund operated by EQT, Infrastructure VI fund (“Fund VI”), for the joint acquisition by us and Fund VI of Lumos (“Lumos”), a fiber-to-the-home platform, from EQT’s predecessor fund, EQT Infrastructure III.
−Removed: The Lumos joint acquisition is expected to close in early 2025, subject to customary closing conditions and regulatory approvals.
−Removed: At closing, we expect to invest approximately $ 950 million in the joint venture to acquire a 50 % equity interest and all existing Lumos fiber customers.
+Added: On April 24, 2024, we entered into a definitive agreement with a fund operated by EQT, Infrastructure VI fund (“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.
+Added: Subsequent to March 31, 2025, 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.
+Added: At closing, we invested $ 926 million to acquire a 50 % equity interest in the joint venture and fiber customers.
The funds invested by us will be used by the joint venture to fund future fiber builds.
−Removed: In addition, pursuant to the merger agreement, we expect to make an additional capital contribution of approximately $ 500 million in 2027 or 2028 for the existing business plan.
+Added: In addition, pursuant to the definitive agreement, we expect to make an additional capital contribution of approximately $ 500 million in 2027 or 2028 under the existing business plan.
On July 18, 2024, we entered into a definitive agreement with KKR & Co.
(“KKR”) to establish a joint venture to acquire Metronet Holdings, LLC and certain of its affiliates (collectively, “Metronet”), a fiber-to-the-home platform.
−Removed: This arrangement is expected to close in 2025, subject to customary closing conditions and regulatory approvals.
−Removed: At closing, we expect to invest approximately $ 4.9 billion in the joint venture to acquire a 50 % equity interest and all existing residential fiber customers, as well as funding the joint venture.
−Removed: We do not anticipate making further capital contributions following the closing for the existing business plan.
−Removed: Upon closing of the transactions, we expect to account for the Lumos and Metronet joint ventures under the equity method of accounting and recognize service revenues for the acquired Lumos and Metronet fiber customers and wholesale costs paid to the joint ventures for network access within Cost of services on our Condensed Consolidated Statements of Comprehensive Income.
+Added: This arrangement is expected to close in mid-2025, subject to customary closing conditions and regulatory approvals.
+Added: At closing, we expect to invest approximately $ 4.9 billion to acquire a 50 % equity interest in the joint venture and all existing residential fiber customers, as well as funding of the joint venture.
+Added: We do not anticipate making further capital contributions following the closing under the existing business plan.
+Added: We expect to account for the Lumos and Metronet joint ventures under the equity method of accounting and recognize Service revenues for the acquired Lumos and Metronet fiber customers and wholesale costs paid to the joint ventures for network access within Cost of services on our Condensed Consolidated Statements of Comprehensive Income.
+Added: Index for Notes to the Condensed Consolidated Financial Statements
Note 4 – Receivables and Related Allowance for Credit Losses
10 unchanged sentences
We also consider other qualitative factors such as current and forecasted macroeconomic conditions.
−Removed: Index for Notes to the Condensed Consolidated Financial Statements
We consider the need to adjust our estimate of credit losses for reasonable and supportable forecasts of future macroeconomic conditions.
6 unchanged sentences
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.
−Removed: EIP receivables had a combined weighted-average effective interest rate of 11.2 % and 10.6 % as of September 30, 2024, and December 31, 2023, respectively.
+Added: EIP receivables had a combined weighted-average effective interest rate of 11.2 % and 11.1 % as of March 31, 2025, and December 31, 2024, respectively.
The following table summarizes the EIP receivables, including imputed discounts and related allowance for credit losses:
−Removed: (in millions) September 30,
+Added: (in millions) March 31,
2025 December 31,
8 unchanged sentences
EIP receivables, net of allowance for credit losses and imputed discount $ 6,405 $ 6,588
−Removed: Many of our loss estimation techniques rely on delinquency-based models;
+Added: Index for Notes to the Condensed Consolidated Financial Statements
+Added: 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.
−Removed: The following table presents the amortized cost of our EIP receivables by delinquency status, customer credit class and year of origination as of September 30, 2024:
+Added: The following table presents the amortized cost of our EIP receivables by delinquency status, customer credit class and year of origination as of March 31, 2025:
Originated in 2025 Originated in 2024 Originated prior to 2024 Total EIP Receivables, Net of
9 unchanged sentences
We multiply these estimated default probabilities by our estimated loss given default, which is the estimated amount of default or the severity of loss.
−Removed: Index for Notes to the Condensed Consolidated Financial Statements
As we do for our accounts receivable portfolio segment, we consider the need to adjust our estimate of credit losses on EIP receivables for reasonable and supportable forecasts of economic conditions through monitoring external forecasts and periodic internal statistical analyses.
−Removed: The following table presents write-offs of our EIP receivables by year of origination for the nine months ended September 30, 2024:
+Added: The following table presents write-offs of our EIP receivables by year of origination for the three months ended March 31, 2025:
(in millions) Originated in 2025 Originated in 2024 Originated prior to 2024 Total
Write-offs $ 1 $ 128 $ 29 $ 158
−Removed: Activity for the nine months ended September 30, 2024 and 2023, in the allowance for credit losses and unamortized imputed discount balances for the accounts receivable and EIP receivables segments were as follows:
−Removed: September 30, 2024 September 30, 2023
+Added: Activity for the three months ended March 31, 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:
+Added: March 31, 2025 March 31, 2024
(in millions) Accounts Receivable Allowance EIP Receivables Allowance Total Accounts Receivable Allowance EIP Receivables Allowance Total
6 unchanged sentences
Off-Balance-Sheet Credit Exposures
−Removed: We do not have material off-balance-sheet credit exposures as of September 30, 2024.
−Removed: In connection with the sales of certain service accounts receivable and EIP receivables pursuant to the sale arrangements, we have deferred purchase price assets 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.
+Added: We do not have material off-balance-sheet credit exposures as of March 31, 2025.
+Added: 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
+Added: Index for Notes to the Condensed Consolidated Financial Statements
+Added: 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.
5 unchanged sentences
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.
−Removed: As of both September 30, 2024, and December 31, 2023, the EIP Sale Arrangement provided funding of $ 1.3 billion.
+Added: As of both March 31, 2025, and December 31, 2024, the EIP Sale Arrangement provided funding of $ 1.3 billion.
In connection with this EIP Sale Arrangement, we formed a wholly owned subsidiary, which qualifies as a bankruptcy remote entity (the “EIP BRE”).
We consolidate the EIP BRE under the VIE model.
−Removed: The following table summarizes the carrying amounts and classification of assets, which consist primarily of the deferred purchase price, included on our Condensed Consolidated Balance Sheets with respect to the EIP BRE:
−Removed: (in millions) September 30,
+Added: 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:
+Added: (in millions) March 31,
2025 December 31,
−Removed: Other current assets $ 347 $ 348
−Removed: Other assets 99 103
−Removed: Index for Notes to the Condensed Consolidated Financial Statements
+Added: Other current liabilities 97 81
+Added: Other long-term liabilities 14 32
Sales of Service Accounts Receivable
Overview of the Transaction
−Removed: In 2014, we entered into an arrangement to sell certain service accounts receivable on a revolving basis (the “Service Receivable Sale Arrangement”), which has been revised and extended from time to time.
+Added: 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.
−Removed: As of both September 30, 2024, and December 31, 2023, the Service Receivable Sale Arrangement provided funding of $ 775 million.
+Added: As of both March 31, 2025, and December 31, 2024, the Service Receivable Sale Arrangement provided funding of $ 775 million.
In connection with the Service Receivable Sale Arrangement, we formed a wholly owned subsidiary, which qualifies as a bankruptcy remote entity, to sell service accounts receivable (the “Service BRE”).
We consolidate the Service BRE under the VIE model.
−Removed: The following table summarizes the carrying amounts and classification of assets, which consist primarily of the deferred purchase price, and liabilities included on our Condensed Consolidated Balance Sheets with respect to the Service BRE:
−Removed: (in millions) September 30,
+Added: The following table summarizes the carrying amounts and classification of liabilities included on our Condensed Consolidated Balance Sheets with respect to the Service BRE:
+Added: (in millions) March 31,
2025 December 31,
−Removed: Other current assets $ 182 $ 209
Other current liabilities 359 328
Sales of Receivables
−Removed: The following table summarizes the impact of the sale of certain service accounts receivable and EIP receivables on our Condensed Consolidated Balance Sheets:
−Removed: (in millions) September 30,
+Added: 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”).
+Added: 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.
+Added: 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.
+Added: For the three months ended March 31, 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.
+Added: For the three months ended March 31, 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.
+Added: Index for Notes to the Condensed Consolidated Financial Statements
+Added: The recourse guarantee represents a financial instrument that is primarily tied to the creditworthiness of our customers.
+Added: 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.
+Added: The fair value of the recourse guarantee liabilities is determined based on a discounted cash flow model which uses primarily Level 3 inputs, including estimated customer default rates and credit worthiness, dilutions and recoveries.
+Added: Our recourse guarantee liabilities related to the sales of service receivables and EIP receivables were $ 140 million and $ 148 million as of March 31, 2025, and December 31, 2024, respectively.
+Added: These liabilities were collateralized by $ 278 million and $ 286 million of gross service receivables and $ 510 million and $ 505 million of gross EIP receivables pledged but unsold as of March 31, 2025, and December 31, 2024, respectively, which represent our maximum exposure under the recourse guarantee.
+Added: The following table summarizes the impact of the sales of certain service receivables and EIP receivables on our Condensed Consolidated Balance Sheets:
+Added: (in millions) March 31,
2025 December 31,
Derecognized net service accounts receivable and EIP receivables $ 1,581 $ 1,616
−Removed: Other current assets 529 557
−Removed: of which, deferred purchase price 527 555
−Removed: Other long-term assets 99 103
−Removed: of which, deferred purchase price 99 103
Other current liabilities 456 409
+Added: of which, recourse guarantee 126 116
+Added: Other long-term liabilities 14 32
+Added: of which, recourse guarantee 14 32
Net cash proceeds since inception 1,442 1,468
1 unchanged sentence
Net cash proceeds funded by reinvested collections 1,468 1,583
−Removed: At inception, we elected to measure the deferred purchase price at fair value with changes in fair value included in Selling, general and administrative expenses on our Condensed Consolidated Statements of Comprehensive Income.
−Removed: The fair value of the deferred purchase price is determined based on a discounted cash flow model which uses primarily Level 3 inputs, including estimated customer default rates and credit worthiness, dilutions and recoveries.
−Removed: As of September 30, 2024, and December 31, 2023, our deferred purchase price related to the sales of service accounts receivable and EIP receivables was $ 626 million and $ 658 million, respectively.
−Removed: We recognized losses from sales of receivables, including changes in fair value of the deferred purchase price, of $ 23 million and $ 46 million for the three months ended September 30, 2024 and 2023, respectively, and $ 69 million and $ 135 million for the nine months ended September 30, 2024 and 2023, respectively, in Selling, general and administrative expenses on our Condensed Consolidated Statements of Comprehensive Income.
−Removed: Subsequent to September 30, 2024, 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”).
−Removed: Currently, the credit enhancement feature of each of the EIP Sale Arrangement and the Service Receivable Sale Arrangement consists of additional receivables sold in excess of the funding commitments and such additional receivables are represented by a deferred purchase price for each arrangement, consisting of a receivable from the purchasers that entitles us to certain collections on the receivables.
−Removed: Index for Notes to the Condensed Consolidated Financial Statements
−Removed: Pursuant to the Pledge Amendments, effective on November 1, 2024, the credit enhancement feature of each arrangement will instead consist of such additional receivables pledged to the purchasers instead of sold.
−Removed: Following the effective date of the Pledge Amendments, all cash proceeds associated with the sale of such receivables, a portion of which is currently recognized as Proceeds related to beneficial interests in securitization transactions within Net cash used in investing activities on our Condensed Consolidated Statements of Cash Flows, will be recognized as operating cash flows.
−Removed: In addition, the Pledge Amendment for the EIP Sale Arrangement also extends the scheduled expiry date of such arrangement to November 18, 2025.
+Added: We recognized losses from sales of receivables, including changes in fair value of the recourse guarantee liabilities and deferred purchase price assets, of $ 22 million and $ 21 million for the three months ended March 31, 2025 and 2024, respectively, in Selling, general and administrative expenses on our Condensed Consolidated Statements of Comprehensive Income.
Continuing Involvement
−Removed: Pursuant to the sale arrangements described above, we have continuing involvement with the service accounts receivables and EIP receivables we sell as we service the receivables, are required to repurchase certain receivables, including ineligible receivables, aged receivables and receivables where a write-off is imminent, and may be responsible for absorbing credit losses through reduced collections on our deferred purchase price assets.
+Added: Pursuant to the EIP Sale Arrangement and Service Receivable Sale Arrangement described above, we have continuing involvement with the service accounts receivables and EIP receivables we sell, as we service the receivables, are required to replace certain receivables, including ineligible receivables, aged receivables and receivables where a write-off is imminent, and may be responsible for absorbing credit losses through performance under our recourse guarantee liabilities.
We continue to service the customers and their related receivables, including facilitating customer payment collection, in exchange for a monthly servicing fee.
2 unchanged sentences
Note 6 – Goodwill, Spectrum License Transactions and Other Intangible Assets
−Removed: The change in the carrying amount of goodwill for the nine months ended September 30, 2024, is as follows:
+Added: The changes in the carrying amount of goodwill for the three months ended March 31, 2025, are as follows:
(in millions) Goodwill
Balance as of December 31, 2024, net of accumulated impairment losses of $ 10,984
−Removed: Preliminary goodwill from the Ka’ena Acquisition in 2024 781
−Removed: Balance as of September 30, 2024, net of accumulated impairment losses of $ 10,984
+Added: Adjustment to goodwill from the Ka’ena Acquisition 6
+Added: Provisionally assigned goodwill from acquisitions in 2025 456
+Added: Balance as of March 31, 2025, net of accumulated impairment losses of $ 10,984
+Added: Index for Notes to the Condensed Consolidated Financial Statements
Spectrum Licenses
−Removed: The following table summarizes our spectrum license activity for the nine months ended September 30, 2024:
−Removed: (in millions) 2024
+Added: The following table summarizes our spectrum license activity for the three months ended March 31, 2025:
+Added: (in millions) Spectrum
Spectrum licenses, beginning of year $ 100,558
3 unchanged sentences
Spectrum licenses, end of period $ 98,733
−Removed: 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, on our Condensed Consolidated Statements of Cash Flows.
−Removed: Spectrum Transactions
−Removed: In September 2022, the Federal Communications Commission (“FCC”) announced that we were the winning bidder of 7,156 licenses in Auction 108 (2.5 GHz spectrum) for an aggregate price of $ 304 million.
−Removed: At inception of Auction 108 in June 2022, we deposited $ 65 million.
−Removed: We paid the FCC the remaining $ 239 million for the licenses won in the auction in September 2022.
−Removed: On February 29, 2024, the FCC issued to us the licenses won in Auction 108, and substantially all of these licenses were deployed in March 2024.
−Removed: The licenses are included in Spectrum licenses on our Condensed Consolidated Balance Sheets as of September 30, 2024.
−Removed: Spectrum Exchange Transactions
−Removed: During the three and nine months ended September 30, 2024, we recognized gains associated with the closing of certain spectrum exchange transactions of $ 10 million and $ 57 million, respectively, as a reduction to Selling, general and administrative expenses on our Condensed Consolidated Statements of Comprehensive Income.
−Removed: There were no gains and losses associated with spectrum exchange transactions during the three and nine months ended September 30, 2023.
−Removed: Index for Notes to the Condensed Consolidated Financial Statements
−Removed: As of September 30, 2024, $ 1.0 billion of spectrum licenses were classified as held for sale within Other assets on our Condensed Consolidated Balance Sheets related to spectrum exchange agreements pending regulatory approval and closing, which are expected to close in the next twelve months.
−Removed: The closings of these transactions are not expected to have a significant impact on our Condensed Consolidated Statements of Comprehensive Income.
−Removed: Subsequent to September 30, 2024, on October 15, 2024, we closed on an agreement with a third party for the exchange of certain of our 39 GHz spectrum licenses for certain of their 24 GHz spectrum licenses.
−Removed: We expect to record the spectrum licenses received at their estimated fair values of $ 985 million and recognize an associated gain of $ 137 million as a reduction to Selling, general and administrative expenses on our Consolidated Statements of Comprehensive Income.
+Added: 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, on our Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2025.
License Purchase Agreements
−Removed: DISH Network Corporation
−Removed: On July 1, 2020, we and DISH Network Corporation (“DISH”) entered into a license purchase agreement (the “DISH License Purchase Agreement”) pursuant to which DISH agreed to purchase certain 800 MHz spectrum licenses for a total of approximately $ 3.6 billion.
−Removed: On October 15, 2023, we and DISH entered into an amendment (the “LPA Amendment”) to the DISH License Purchase Agreement pursuant to which, among other things, the parties agreed that (1) DISH will pay us a $ 100 million non-refundable extension fee (in lieu of the approximately $ 72 million termination fee that had previously been agreed to), (2) the closing for the purchase of the spectrum licenses by DISH will occur no later than April 1, 2024, (3) if DISH has not purchased the spectrum licenses by such date for any reason (including failure to receive the required FCC approval prior to such date), then the DISH License Purchase Agreement will automatically terminate, and we will retain the $ 100 million extension fee, (4) if DISH does purchase the spectrum by April 1, 2024, the $ 100 million extension fee will be credited against the $ 3.6 billion purchase price, and (5) we are permitted to commence auction of the spectrum prior to April 1, 2024 at our discretion (and subject to DISH’s purchase right).
−Removed: The LPA Amendment was approved by the Court and became effective on October 23, 2023.
−Removed: On October 25, 2023, we received a payment of $ 100 million from DISH for the extension fee and recorded a corresponding liability within Other current liabilities on our Condensed Consolidated Balance Sheets.
−Removed: DISH did not purchase the 800 MHz spectrum by April 1, 2024.
−Removed: As such, we recognized a gain for the $ 100 million extension fee previously paid by DISH during the nine months ended September 30, 2024, within Selling, general and administrative expenses on our Condensed Consolidated Statements of Comprehensive Income and relieved the liability that was initially recorded upon receipt of the payment.
−Removed: On October 1, 2024, we concluded the auction process for the disposition of the spectrum as required under the final judgment agreed to by us, Deutsche Telekom AG (“DT”), Sprint LLC, SoftBank Group Corp.
−Removed: (“SoftBank”) and DISH with the U.S.
−Removed: District Court for the District of Columbia, which was approved by the Court on April 1, 2020, to offer the licenses for sale.
−Removed: We did not receive a qualifying bid and have been relieved of the obligation to sell the spectrum licenses.
−Removed: We are currently exploring alternatives to sell or utilize the spectrum licenses.
Channel 51 License Co LLC and LB License Co, LLC
6 unchanged sentences
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.
−Removed: The FCC approved the purchase of the first tranche on December 29, 2023.
+Added: 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.
−Removed: Index for Notes to the Condensed Consolidated Financial Statements
−Removed: Subsequent to September 30, 2024, on October 22, 2024, the FCC approved the purchase of the Dallas licenses included in the second tranche.
−Removed: We expect the closing on the Dallas licenses and the associated payment of $ 541 million to occur in December 2024.
−Removed: We anticipate that the closing on the remaining deferred licenses in the second tranche will occur in 2025.
+Added: The FCC approved the purchase of the Dallas licenses included in the second tranche on October 22, 2024.
+Added: The purchase of the Dallas licenses closed on December 6, 2024, and the associated payment of $ 541 million was made on the same day.
+Added: We anticipate that the remaining deferred licenses from the second tranche of $ 604 million will close in the second quarter of 2025.
The parties have agreed that each of the closings will occur within 180 days after the receipt of the applicable required regulatory approvals, and payment of each portion of the aggregate $ 3.5 billion purchase price will occur no later than 40 days after the date of each respective closing.
+Added: Comcast Corporation
+Added: 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.
+Added: The licenses will be acquired without any associated networks.
+Added: We anticipate the closing will occur in the first half of 2028.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: Index for Notes to the Condensed Consolidated Financial Statements
+Added: The licenses are subject to an exclusive leasing arrangement between us and Comcast, which was entered into contemporaneously with the Comcast License Purchase Agreement.
+Added: 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).
+Added: 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.
+Added: 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 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.
−Removed: As of September 30, 2024, and December 31, 2023, the licenses subject to the license purchase agreement were held at cost of $ 2.7 billion in Spectrum licenses on our Condensed Consolidated Balance Sheets.
−Removed: We maintain the right to terminate the license purchase agreement no later than February 7, 2025, after our receipt of written notice of committed financing as of December 9, 2024, if the Buyer’s committed financing is less than a certain target level of cash consideration.
−Removed: The transaction is subject to FCC approval.
−Removed: We do not expect the transaction to have a material impact on our Condensed Consolidated Statements of Comprehensive Income.
+Added: As of March 31, 2025, $ 1.8 billion of the associated licenses have been classified as held for sale at cost and presented in Other current assets on our Condensed Consolidated Balance Sheets.
+Added: The transaction is subject to receipt of regulatory approvals and is expected to close in the second quarter of 2025.
+Added: The closing of this transaction is not expected to have a material impact on our Condensed Consolidated Statements of Comprehensive Income.
+Added: Grain Management, LLC
+Added: On March 20, 2025, we announced that we have agreed in principle to a sale of our 800 MHz spectrum licenses to Grain Management, LLC (“Grain”) in exchange for cash consideration and the receipt of Grain’s 600 MHz spectrum licenses.
+Added: Although a non-binding term sheet has been entered into, no definitive agreements have been executed.
+Added: The transaction, if finalized, would be subject to FCC approval and certain other customary closing conditions.
+Added: Spectrum Exchange Transactions
+Added: During the three months ended March 31, 2025 and 2024, we recognized non-cash spectrum license acquisitions associated with the closing of certain spectrum exchange transactions of $ 172 million and $ 101 million, respectively.
+Added: During the three months ended March 31, 2025 and 2024, we recognized gains associated with the closing of certain spectrum exchange transactions of $ 12 million and $ 25 million, respectively, as a reduction to Selling, general and administrative expenses on our Condensed Consolidated Statements of Comprehensive Income.
+Added: As of March 31, 2025, $ 243 million of spectrum licenses were classified as held for sale within Other assets on our Condensed Consolidated Balance Sheets related to spectrum exchange agreements pending regulatory approval and closing, which are expected to close in the next 12 months.
+Added: 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:
−Removed: Useful Lives September 30, 2024 December 31, 2023
+Added: Useful Lives March 31, 2025 December 31, 2024
(in millions) Gross Amount Accumulated Amortization Net Amount Gross Amount Accumulated Amortization Net Amount
12 unchanged sentences
Other intangible assets $ 7,967 $ ( 5,349 ) $ 2,618 $ 7,633 $ ( 5,121 ) $ 2,512
−Removed: (1) Includes intangible assets acquired in the Ka’ena Acquisition.
+Added: (1) Includes intangible assets acquired through our acquisitions.
See Note 2 - Business Combinations for more information.
−Removed: Amortization expense for intangible assets subject to amortization was $ 221 million and $ 209 million for the three months ended September 30, 2024 and 2023, respectively, and $ 637 million and $ 678 million for the nine months ended September 30, 2024 and 2023, respectively.
+Added: Amortization expense for intangible assets subject to amortization was $ 229 million and $ 211 million for the three months ended March 31, 2025 and 2024, respectively.
+Added: 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
−Removed: Twelve Months Ending September 30,
+Added: Twelve Months Ending March 31,
Thereafter 398
Total $ 2,618
−Removed: Index for Notes to the Condensed Consolidated Financial Statements
Note 7 – Fair Value Measurements
12 unchanged sentences
Cross-Currency Swaps
−Removed: We enter into cross-currency swaps to offset changes in value of our payments on foreign-denominated debt in USD and to mitigate the impact of foreign currency transaction gains and losses.
−Removed: On April 30, 2024, we entered into cross-currency swap agreements, with the same notional amounts as the EUR-denominated debt issuance on May 8, 2024, to effectively convert € 2.0 billion to USD borrowings, with the same maturities of five , eight and 12 years.
+Added: 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.
+Added: 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.
−Removed: Transaction gains or losses on remeasuring the EUR-denominated debt, as well as the offsetting swap amounts, are recorded within Other income, net on our Condensed Consolidated Statements of Comprehensive Income.
−Removed: Changes in the fair value of the swaps may be different from the current period transaction gain or loss on remeasurement of the debt, in which case the difference will remain in Accumulated other comprehensive loss on our Condensed Consolidated Balance Sheets.
+Added: 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.
+Added: 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
+Added: Index for Notes to the Condensed Consolidated Financial Statements
+Added: Balance Sheets.
These differences generally represent credit or liquidity risk, referred to as a basis spread, and the time value of money (“excluded components”).
1 unchanged sentence
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.
−Removed: During the three and nine months ended September 30, 2024, we recognized pre-tax gains of $ 68 million and $ 21 million, respectively, in Accumulated other comprehensive loss on our Condensed Consolidated Balance Sheets related to the fair value changes of these swaps.
−Removed: During the three and nine months ended September 30, 2024, $ 84 million and $ 77 million, respectively, of the amount recognized in Accumulated other comprehensive loss was reclassified to Other income, net, on our Condensed Consolidated Statements of Comprehensive Income to exactly offset the related pre-tax foreign currency transaction loss on the underlying EUR-denominated debt.
−Removed: Index for Notes to the Condensed Consolidated Financial Statements
+Added: The following table summarizes the activity of our cross-currency swaps:
+Added: (in millions) Three Months Ended
+Added: March 31, 2025
+Added: Other (expense) income, net
+Added: Pre-tax transaction loss on remeasurement of EUR-denominated debt $ ( 218 )
+Added: Amount recognized in Other (expense) income, net reclassified from Accumulated other comprehensive loss
+Added: Accumulated other comprehensive loss
+Added: Amount recognized in Accumulated other comprehensive loss reclassified to Other (expense) income, net
+Added: Loss associated with the change in fair value of cross-currency swaps recognized in Accumulated other comprehensive loss
Interest Rate Lock Derivatives
−Removed: Aggregate changes in the fair value of our interest rate lock derivatives, which were terminated in April 2020, of $ 1.0 billion and $ 1.1 billion are presented in Accumulated other comprehensive loss on our Condensed Consolidated Balance Sheets as of September 30, 2024, and December 31, 2023, respectively.
−Removed: During the three months ended September 30, 2024 and 2023, $ 59 million and $ 55 million, respectively, and during the nine months ended September 30, 2024 and 2023, $ 175 million and $ 163 million, respectively, were amortized from Accumulated other comprehensive loss into Interest expense, net, on our Condensed Consolidated Statements of Comprehensive Income.
−Removed: We expect to amortize $ 250 million of the Accumulated other comprehensive loss associated with the derivatives into Interest expense, net, over the 12 months ending September 30, 2025.
−Removed: Deferred Purchase Price Assets
−Removed: In connection with the sales of certain service and EIP accounts receivable pursuant to the sale arrangements, we have deferred purchase price assets measured at fair value that are based on a discounted cash flow model using unobservable Level 3 inputs, including estimated customer default rates and credit worthiness, dilutions and recoveries.
−Removed: See Note 5 – Sales of Certain Receivables for further information.
−Removed: The carrying amounts of our deferred purchase price assets, which are measured at fair value on a recurring basis and are included on our Condensed Consolidated Balance Sheets, were $ 626 million and $ 658 million as of September 30, 2024, and December 31, 2023, respectively.
+Added: In April 2020, we terminated our interest rate lock derivatives entered into in October 2018.
+Added: Aggregate changes in the fair value of our terminated interest rate lock derivatives, net of amortization, of $ 914 million and $ 960 million are presented in Accumulated other comprehensive loss on our Condensed Consolidated Balance Sheets as of March 31, 2025, and December 31, 2024, respectively.
+Added: For the three months ended March 31, 2025 and 2024, $ 62 million and $ 57 million, respectively, were amortized from Accumulated other comprehensive loss into Interest expense, net, on our Condensed Consolidated Statements of Comprehensive Income.
+Added: We expect to amortize $ 259 million of the Accumulated other comprehensive loss associated with the derivatives into Interest expense, net, over the 12 months ending March 31, 2026.
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.
−Removed: The fair value of our Senior Notes to affiliates was determined based on a discounted cash flow approach using market interest rates of instruments with similar terms and maturities and an estimate for our standalone credit risk.
+Added: 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.
−Removed: The fair value of our Senior Notes to third parties (EUR-denominated) and asset-backed notes (“ABS Notes”) was 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.
+Added: 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.
−Removed: 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 and ABS Notes.
−Removed: The fair value estimates were based on information available as of September 30, 2024, and December 31, 2023.
+Added: 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.
+Added: Accordingly, our ECA Facility was classified as Level 2 within the fair value hierarchy.
+Added: 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.
+Added: The fair value estimates were based on information available as of March 31, 2025, and December 31, 2024.
As such, our estimates are not necessarily indicative of the amount we could realize in a current market exchange.
+Added: 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:
−Removed: (in millions) Level within the Fair Value Hierarchy September 30, 2024 December 31, 2023
+Added: (in millions) Level within the Fair Value Hierarchy March 31, 2025 December 31, 2024
Carrying Amount Fair Value Carrying Amount Fair Value
4 unchanged sentences
ABS Notes to third parties 2 1,851 1,866 1,566 1,570
−Removed: Index for Notes to the Condensed Consolidated Financial Statements
+Added: ECA Facility to third parties 2 927 958 — —
Note 8 – Debt
−Removed: The following table sets forth the debt balances and activity as of, and for the nine months ended, September 30, 2024:
+Added: The following table sets forth the debt balances and activity as of, and for the three months ended, March 31, 2025:
(in millions) December 31,
2024 Proceeds from Issuances and Borrowings (1)
−Removed: Note Redemptions Repayments Reclassifications (1)
−Removed: September 30,
+Added: Repayments Reclassifications (1)
Short-term debt $ 4,068 $ — $ ( 479 ) $ 4,628 $ ( 3 ) $ 8,214
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(2) Other includes the amortization of premiums, discounts, debt issuance costs and consent fees and the impact from changes in foreign currency exchange rates.
−Removed: Our effective interest rate, excluding the impact of derivatives and capitalized interest, was approximately 4.0 % and 4.0 % on weighted-average debt outstanding of $ 78.1 billion and $ 77.2 billion for the three months ended September 30, 2024 and 2023, respectively, and 4.1 % and 4.0 % on weighted-average debt outstanding of $ 78.1 billion and $ 75.5 billion for the nine months ended September 30, 2024 and 2023, respectively.
+Added: Our effective interest rate, excluding the impact of derivatives and capitalized interest, was approximately 4.0 % and 4.1 % on weighted-average debt outstanding of $ 80.8 billion and $ 77.4 billion for the three months ended March 31, 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
−Removed: During the nine months ended September 30, 2024, we issued the following Senior Notes:
−Removed: (in millions) Principal Issuances Discounts and Issuance Costs, Net Net Proceeds from Issuance of Long-Term Debt Issue Date
−Removed: 4.850 % Senior Notes due 2029
−Removed: $ 1,000 $ ( 6 ) $ 994 January 12, 2024
−Removed: 5.150 % Senior Notes due 2034
−Removed: 1,250 ( 11 ) 1,239 January 12, 2024
−Removed: 5.500 % Senior Notes due 2055
−Removed: 750 ( 7 ) 743 January 12, 2024
+Added: During the three months ended March 31, 2025, we issued and borrowed the following debt:
+Added: (in millions) Principal Issuances Discounts and Issuance Costs,
+Added: Net Proceeds from Issuance of Long-Term Debt Issue Date
3.150 % Senior Notes due 2032 (EUR-denominated)
−Removed: 645 ( 3 ) 642 May 8, 2024
+Added: $ 1,036 $ ( 5 ) $ 1,031 February 11, 2025
3.500 % Senior Notes due 2037 (EUR-denominated)
−Removed: 806 ( 4 ) 802 May 8, 2024
+Added: 1,036 ( 8 ) 1,028 February 11, 2025
3.800 % Senior Notes due 2045 (EUR-denominated)
−Removed: 699 ( 7 ) 692 May 8, 2024
+Added: 777 ( 7 ) 770 February 11, 2025
5.125 % Senior Notes due 2032
−Removed: 700 ( 4 ) 696 September 26, 2024
+Added: 1,250 ( 7 ) 1,243 March 27, 2025
5.300 % Senior Notes due 2035
−Removed: 900 ( 6 ) 894 September 26, 2024
+Added: 1,000 ( 7 ) 993 March 27, 2025
5.875 % Senior Notes due 2055
−Removed: 900 ( 10 ) 890 September 26, 2024
+Added: 1,250 ( 15 ) 1,235 March 27, 2025
Total of Senior Notes issued 6,349 ( 49 ) 6,300
2 unchanged sentences
Total of ABS Notes issued 500 ( 2 ) 498
−Removed: Note Redemption and Repayments
−Removed: During the nine months ended September 30, 2024, we made the following redemption and repayments:
+Added: 4.927 % ECA Facility due 2036
+Added: 1,000 ( 30 ) 970 March 17, 2025
+Added: Total of credit facility borrowed 1,000 ( 30 ) 970
+Added: Total Issuances and Borrowings $ 7,849 $ ( 81 ) $ 7,768
+Added: (1) Includes accrued or paid issuance costs and discounts.
+Added: Index for Notes to the Condensed Consolidated Financial Statements
+Added: During the three months ended March 31, 2025, we made the following repayments:
(in millions) Principal Amount Payment Date
−Removed: 7.125 % Senior Notes due 2024
−Removed: $ 2,500 June 15, 2024
−Removed: Total Redemption $ 2,500
4.738 % Secured Series 2018-1 A-1 Notes due 2025
−Removed: $ 394 Various
+Added: $ 131 January 13, 2025
5.152 % Series 2018-1 A-2 Notes due 2028
+Added: 4.910 % Class A Senior ABS Notes due 2025
+Added: ECA Facility due 2036 43 March 17, 2025
Total Repayments $ 479
−Removed: Subsequent to September 30, 2024, on October 11, 2024, we delivered notice of redemption on $ 1.5 billion aggregate principal amount of our 7.625 % Senior Notes due 2025.
−Removed: We will redeem the notes at par on November 15, 2024.
−Removed: Index for Notes to the Condensed Consolidated Financial Statements
+Added: Subsequent to March 31, 2025, on April 15, 2025, we repaid at maturity $ 3.0 billion of our 3.500 % Senior Notes due 2025.
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.
−Removed: These ABS Notes are secured by $ 658 million of gross EIP receivables and future collections on such receivables.
−Removed: Net proceeds of $ 497 million from these ABS Notes are presented in Proceeds from issuance of long-term debt on our Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2024.
−Removed: As of September 30, 2024, $ 1.3 billion of our ABS Notes were secured in total by $ 1.6 billion of gross EIP receivables and future collections on such receivables.
+Added: Net proceeds of $ 498 million from these ABS Notes are presented in Proceeds from issuance of long-term debt on our Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2025.
+Added: As of March 31, 2025, $ 1.9 billion of our ABS Notes were secured in total by $ 2.5 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.
−Removed: The expected maturities of our ABS Notes as of September 30, 2024, were as follows:
+Added: The expected maturities of our ABS Notes as of March 31, 2025, were as follows:
(in millions) Expected Maturities
5 unchanged sentences
The following table summarizes the carrying amounts and classification of assets and liabilities included in our Condensed Consolidated Balance Sheets with respect to the ABS Entities:
−Removed: (in millions) September 30,
+Added: (in millions) March 31,
2025 December 31,
6 unchanged sentences
See Note 4 – Receivables and Related Allowance for Credit Losses for additional information on the EIP receivables used to secure the ABS Notes.
−Removed: Subsequent to September 30, 2024, on October 9, 2024, we issued $ 500 million of 4.250 % Class A Senior ABS Notes to third parties in a private placement transaction for net proceeds of approximately $ 498 million.
−Removed: These ABS Notes are secured by $ 668 million of gross EIP receivables and future collections on such receivables.
−Removed: The expected maturities of these ABS notes are $ 136 million due 2026 and $ 364 million due 2027.
+Added: Index for Notes to the Condensed Consolidated Financial Statements
Restricted Cash
2 unchanged sentences
See Note 1 5 – Additional Financial Information for our reconciliation of Cash and cash equivalents, including restricted cash.
−Removed: Index for Notes to the Condensed Consolidated Financial Statements
+Added: 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.
+Added: 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).
+Added: 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 on our Condensed Consolidated Statements of Cash Flows.
+Added: Borrowings under the ECA facility are amortized semi-annually in equal installments up to the maturity date of March 15, 2036.
+Added: Interest is based on the Secured Overnight Financing Rate for the interest period plus an applicable margin.
Note 9 – Tower Obligations
18 unchanged sentences
Acquired CCI Tower Lease Arrangements
−Removed: Prior to our merger with Sprint (the “Merger”), 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.
−Removed: These agreements were assumed upon the close of the Merger, at which point the remaining term of the lease-out was approximately 17 years with no renewal options.
+Added: 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.
+Added: 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.
+Added: 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.
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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.
−Removed: The modification resulted in a revised
−Removed: Index for Notes to the Condensed Consolidated Financial Statements
−Removed: interest rate under the effective interest method for the tower obligations:
+Added: 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.
1 unchanged sentence
The following table summarizes the balances associated with both of the tower arrangements on our Condensed Consolidated Balance Sheets:
−Removed: (in millions) September 30,
+Added: (in millions) March 31,
2025 December 31,
2 unchanged sentences
Other long-term liabilities 554 554
−Removed: Future minimum payments related to the tower obligations are approximately $ 394 million for the 12-month period ending September 30, 2025, $ 783 million in total for both of the 12-month periods ending September 30, 2026 and 2027, $ 829 million in total for both of the 12-month periods ending September 30, 2028 and 2029, and $ 3.8 billion in total thereafter.
+Added: Future minimum payments related to the tower obligations are approximately $ 382 million for the 12-month period ending March 31, 2026, $ 793 million in total for both of the 12-month periods ending March 31, 2027 and 2028, $ 841 million in total for both of the 12-month periods ending March 31, 2029 and 2030, and $ 3.6 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.
−Removed: 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 September 30, 2024.
+Added: Under the arrangement, we remain primarily liable for ground lease payments on approximately 900 sites and have included lease liabilities of $ 249 million in our Operating lease liabilities as of March 31, 2025.
Note 10 – Revenue from Contracts with Customers
4 unchanged sentences
• Wholesale customers include Machine-to-Machine and Mobile Virtual Network Operator customers that operate on our network but are managed by wholesale partners.
+Added: Index for Notes to the Condensed Consolidated Financial Statements
Postpaid service revenues, including postpaid phone revenues and postpaid other revenues, were as follows:
−Removed: Three Months Ended September 30, Nine Months Ended September 30,
+Added: Three Months Ended March 31,
(in millions) 2025 2024
3 unchanged sentences
Total postpaid service revenues $ 13,594 $ 12,631
−Removed: We operate as a single operating segment.
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.
1 unchanged sentence
Revenue generated from the lease of mobile communication devices is included in Equipment revenues on our Condensed Consolidated Statements of Comprehensive Income.
−Removed: Index for Notes to the Condensed Consolidated Financial Statements
Contract Balances
−Removed: The contract asset and contract liability balances from contracts with customers as of September 30, 2024, and December 31, 2023, were as follows:
+Added: The contract asset and contract liability balances from contracts with customers as of March 31, 2025, and December 31, 2024, were as follows:
(in millions) Contract
1 unchanged sentence
Balance as of December 31, 2024 $ 720 $ 1,219
−Removed: Balance as of September 30, 2024 608 1,121
+Added: Balance as of March 31, 2025 800 1,192
Change $ 80 $ ( 27 )
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.
−Removed: The change in the contract asset balance includes customer activity related to new promotions, offset by billings on existing contracts and impairment, which is recognized as bad debt expense.
−Removed: The current portion of our contract assets of $ 431 million and $ 495 million as of September 30, 2024, and December 31, 2023, respectively, was included in Other current assets on our Condensed Consolidated Balance Sheets.
+Added: 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.
+Added: The current portion of our contract assets of $ 562 million and $ 492 million as of March 31, 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.
1 unchanged sentence
Contract liabilities are primarily included in Deferred revenue on our Condensed Consolidated Balance Sheets.
−Removed: Revenues for the three and nine months ended September 30, 2024 and 2023 include the following:
−Removed: Three Months Ended September 30, Nine Months Ended September 30,
+Added: Revenues for the three months ended March 31, 2025 and 2024, include the following:
+Added: Three Months Ended March 31,
(in millions) 2025 2024
1 unchanged sentence
Remaining Performance Obligations
−Removed: As of September 30, 2024, 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 $ 1.2 billion.
+Added: As of March 31, 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 $ 1.9 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.
2 unchanged sentences
This variable consideration has been excluded from the disclosure of remaining performance obligations.
−Removed: As of September 30, 2024, the aggregate amount of the contractual minimum consideration for wholesale, roaming and service contracts is $ 229 million, $ 1.4 billion and $ 3.1 billion for the remainder of 2024, 2025, and 2026 and beyond, respectively.
+Added: As of March 31, 2025, the aggregate amount of the contractual minimum consideration for wholesale, roaming and service contracts is $ 783 million, $ 1.1 billion and $ 2.1 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 .
+Added: Index for Notes to the Condensed Consolidated Financial Statements
Contract Costs
−Removed: The balance of deferred incremental costs to obtain contracts with customers was $ 2.0 billion and $ 2.1 billion for September 30, 2024 and December 31, 2023, respectively, and is included in Other assets on our Condensed Consolidated Balance Sheets.
+Added: The balance of deferred incremental costs to obtain contracts with customers was $ 2.0 billion as of both March 31, 2025, and December 31, 2024, and is included in Other assets on our Condensed Consolidated Balance Sheets.
Deferred contract costs incurred to obtain postpaid service contracts are amortized over a period of 24 months.
The amortization period is monitored to reflect any significant change in assumptions.
−Removed: Amortization of deferred contract costs included in Selling, general and administrative expenses on our Condensed Consolidated Statements of Comprehensive Income were $ 490 million and $ 468 million for the three months ended September 30, 2024 and 2023, respectively, and $ 1.5 billion and $ 1.3 billion for the nine months ended September 30, 2024 and 2023, respectively.
+Added: Amortization of deferred contract costs included in Selling, general and administrative expenses on our Condensed Consolidated Statements of Comprehensive Income were $ 485 million and $ 489 million for the three months ended March 31, 2025 and 2024, respectively.
The deferred contract cost asset is assessed for impairment on a periodic basis.
−Removed: There were no impairment losses recognized on deferred contract cost assets for the three and nine months ended September 30, 2024 and 2023.
−Removed: Index for Notes to the Condensed Consolidated Financial Statements
+Added: There were no impairment losses recognized on deferred contract cost assets for the three months ended March 31, 2025 and 2024.
+Added: Note 11 – Segment Reporting
+Added: We manage our business activities on a consolidated basis and operate as a single operating segment:
+Added: 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.
+Added: 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.
+Added: Our chief operating decision maker (“CODM”) is our President and Chief Executive Officer, G.
+Added: Michael Sievert.
+Added: 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.
+Added: The CODM does not review assets in evaluating the results of the Wireless segment, and therefore, such information is not presented.
+Added: The following table provides the operating financial results of our Wireless segment:
+Added: Three Months Ended March 31,
+Added: (in millions) 2025 2024
+Added: Total revenues $ 20,886 $ 19,594
+Added: Significant and other segment expenses
+Added: Cost of equipment sales 4,798 4,399
+Added: Employee expenses 1,909 1,683
+Added: Lease expense 1,207 1,268
+Added: Advertising expense 812 648
+Added: Bad debt expense 323 282
+Added: Other segment items (1)
+Added: Depreciation and amortization 3,198 3,371
+Added: Interest expense, net 916 880
+Added: Other expense (income), net 46 ( 20 )
+Added: Income tax expense 885 764
+Added: Segment net income $ 2,953 $ 2,374
+Added: (1) Other segment items included in Segment net income primarily includes certain third-party commissions, external labor and services and backhaul expenses.
Note 12 – Stockholder Return Program
2025 Stockholder Return Program
−Removed: On September 6, 2023, our Board of Directors authorized our 2023-2024 Stockholder Return Program of up to $ 19.0 billion that will run from October 1, 2023, through December 31, 2024 (the “2023-2024 Stockholder Return Program”).
+Added: 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.
−Removed: On January 24, 2024, our Board of Directors declared a cash dividend of $ 0.65 per share on our issued and outstanding common stock, which was paid on March 14, 2024, to stockholders of record as of the close of business on March 1, 2024.
−Removed: On March 15, 2024, our Board of Directors declared a cash dividend of $ 0.65 per share on our issued and outstanding common stock, which was paid on June 13, 2024, to stockholders of record as of the close of business on May 31, 2024.
−Removed: On June 13, 2024, our Board of Directors declared a cash dividend of $ 0.65 per share on our issued and outstanding common stock, which was paid on September 12, 2024, to stockholders of record as of the close of business on August 30, 2024.
−Removed: On September 18, 2024, 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 December 12, 2024, to stockholders of record as of the close of business on November 27, 2024.
−Removed: During the three and nine months ended September 30, 2024, we paid an aggregate of $ 758 million and $ 2.3 billion, respectively, in cash dividends to our stockholders, which was presented within Net cash provided by (used in) financing activities on our Condensed Consolidated Statements of Cash Flows, of which during the three and nine months ended September 30, 2024, $ 382 million and $ 1.2 billion, respectively, was paid to DT.
−Removed: As of September 30, 2024, $ 1.0 billion for dividends payable is presented within Other current liabilities on our Condensed Consolidated Balance Sheets, of which $ 518 million is payable to DT.
−Removed: During the three months ended September 30, 2024, we repurchased 3,179,707 shares of our common stock at an average price per share of $ 202.45 for a total purchase price of $ 644 million, and during the nine months ended September 30, 2024, we repurchased 39,093,340 shares of our common stock at an average price per share of $ 165.98 for a total purchase price of $ 6.5 billion, under the 2023-2024 Stockholder Return Program.
−Removed: All shares repurchased during the nine months ended September 30, 2024, were purchased at market price.
−Removed: As of September 30, 2024, we had up to $ 7.3 billion remaining under the 2023-2024 Stockholder Return Program for repurchases of shares and quarterly dividends through December 31, 2024.
−Removed: Subsequent to September 30, 2024, from October 1, 2024, through October 18, 2024, we repurchased 4,186,019 shares of our common stock at an average price per share of $ 212.88 for a total purchase price of $ 891 million.
−Removed: As of October 18, 2024, we had up to $ 6.4 billion remaining under the 2023-2024 Stockholder Return Program for repurchases of shares and quarterly dividends through December 31, 2024.
+Added: 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.
+Added: 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.
Index for Notes to the Condensed Consolidated Financial Statements
+Added: 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 will be paid on June 12, 2025, to stockholders of record as of the close of business on May 30, 2025.
+Added: During the three months ended March 31, 2025, we paid an aggregate of $ 1.0 billion in cash dividends to our stockholders, which was presented within Net cash provided by (used in) financing activities on our Condensed Consolidated Statements of Cash Flows, of which $ 518 million was paid to Deutsche Telekom AG (“DT”).
+Added: As of March 31, 2025, $ 993 million for dividends payable is presented within Other current liabilities on our Condensed Consolidated Balance Sheets, of which $ 518 million is payable to DT.
+Added: During the three months ended March 31, 2025, we repurchased 10,091,227 shares of our common stock at an average price per share of $ 244.77 for a total purchase price of $ 2.5 billion, under the 2025 Stockholder Return Program.
+Added: All shares repurchased during the three months ended March 31, 2025, were purchased at market price.
+Added: As of March 31, 2025, we had up to $ 10.5 billion remaining under the 2025 Stockholder Return Program for repurchases of shares and quarterly dividends through December 31, 2025.
+Added: Subsequent to March 31, 2025, from April 1, 2025, through April 17, 2025, we repurchased 1,975,200 shares of our common stock at an average price per share of $ 259.09 for a total purchase price of $ 512 million.
+Added: As of April 17, 2025, we had up to $ 10.0 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:
−Removed: Three Months Ended September 30, Nine Months Ended September 30,
+Added: Three Months Ended March 31,
(in millions, except shares and per share amounts) 2025 2024
8 unchanged sentences
Outstanding stock options and unvested stock awards 961,773 6
−Removed: SoftBank contingent consideration (1)
−Removed: — 48,751,557 — 48,751,557
Ka’ena Acquisition contingent consideration (1)
−Removed: 1,228,008 — 685,713 —
−Removed: (1) Represents the weighted-average number of shares (“SoftBank Specified Shares”) that were contingently issuable from the Merger date of April 1, 2020, pursuant to a letter agreement dated February 20, 2020, between T-Mobile, SoftBank and DT (the “Letter Agreement”).
−Removed: The SoftBank Specified Shares were determined to be contingent consideration for the Merger and was not dilutive until the defined volume-weighted average price per share was reached (the “Threshold Price”).
−Removed: As of the close of trading on December 22, 2023, the Threshold Price was reached.
−Removed: On December 28, 2023, the Company issued the SoftBank Specified Shares to SoftBank in accordance with the Letter Agreement.
−Removed: (2) The weighted-average number of shares contingently issuable related to the Ka’ena Acquisition earnout consideration (“Ka’ena Contingent Shares”) are included in potentially dilutive securities based on the maximum number of shares contingently issuable for the earnout and the 20 trading day volume-weighted average price as of September 30, 2024.
−Removed: No Ka’ena Contingent Shares were outstanding during the nine months ended September 30, 2024, as the threshold specified performance indicators had not been achieved.
−Removed: As of September 30, 2024, we had authorized 100 million shares of preferred stock, with a par value of $ 0.00001 per share.
−Removed: There was no preferred stock outstanding as of September 30, 2024 and 2023.
+Added: (1) The weighted-average number of shares contingently issuable related to the Ka’ena Acquisition earnout consideration (“Ka’ena Contingent Shares”) are included in potentially dilutive securities based on the maximum number of shares contingently issuable for the earnout and the 20 trading day volume-weighted average price as of March 31, 2025.
+Added: No Ka’ena Contingent Shares were outstanding during the three months ended March 31, 2025, as the threshold specified performance indicators had not been achieved.
+Added: As of March 31, 2025, we had authorized 100 million shares of preferred stock, with a par value of $ 0.00001 per share.
+Added: There was no preferred stock outstanding as of March 31, 2025 and 2024.
Potentially dilutive securities were not included in the computation of diluted earnings per share if to do so would have been anti-dilutive.
+Added: Index for Notes to the Condensed Consolidated Financial Statements
Note 14 – Commitments and Contingencies
−Removed: Merger Commitments
−Removed: In connection with the regulatory proceedings and approvals of the 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 (collectively, the “Transactions”), 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 and DISH and entered by the U.S.
−Removed: District Court for the District of Columbia, and the FCC’s memorandum opinion and order approving our applications for approval of the Merger.
+Added: Purchase Commitments
+Added: We have commitments for non-dedicated transportation lines with varying expiration terms that generally extend through 2038.
+Added: 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 2043.
+Added: The following table summarizes the timing of such purchase commitments as of March 31, 2025:
+Added: (in millions) Less Than 1 Year 1 - 3 Years 3 - 5 Years More Than 5 Years Total
+Added: Purchase commitments (1)
+Added: $ 4,575 $ 5,383 $ 2,071 $ 2,207 $ 14,236
+Added: (1) These amounts are not reflective of our entire anticipated purchases under the related agreements but are determined based on the non-cancelable quantities or termination amounts to which we are contractually obligated.
+Added: From April 1, 2025, through April 18, 2025, we entered into additional contracts for non-dedicated transportation lines with varying expiration terms that generally extend through 2038 and are expected to increase our total purchase commitments by approximately $ 1.5 billion.
+Added: 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.
+Added: Subsequent to March 31, 2025, 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.
+Added: At closing, we invested $ 926 million to acquire a 50 % equity interest in the joint venture and fiber customers.
+Added: The funds invested by us will be used by the joint venture to fund future fiber builds.
+Added: In addition, pursuant to the definitive agreement, we expect to make an additional capital contribution of approximately $ 500 million in 2027 or 2028 under the existing business plan.
+Added: The purchase price and expected additional capital contribution are excluded from our reported purchase commitments above.
+Added: See Note 3 – Joint Ventures for additional details.
+Added: 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 an exchange offer to be made to certain UScellular debtholders prior to closing.
+Added: To the extent any debtholders do not participate in the exchange, their bonds will continue as obligations of UScellular, and the cash portion of the purchase price will be correspondingly increased.
+Added: 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.
+Added: The securities purchase agreement remains subject to regulatory approval.
+Added: The estimated purchase price and incremental minimum lease payments are excluded from our reported purchase commitments above.
+Added: See Note 2 – Business Combinations for additional details.
+Added: 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.
+Added: At closing, we expect to invest approximately $ 4.9 billion to acquire a 50 % equity interest in the joint venture and all existing residential fiber customers, as well as funding of the joint venture.
+Added: The agreement remains subject to regulatory approval, and the estimated purchase price is excluded from our reported purchase commitments above.
+Added: See Note 3 – Joint Ventures for additional details.
+Added: Sprint Merger Commitments
+Added: 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.
+Added: (“SoftBank”) and DISH Network Corporation and entered by the U.S.
+Added: 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.
−Removed: Many of the commitments specify time frames for compliance and reporting.
+Added: Many of the commitments specify time
+Added: Index for Notes to the Condensed Consolidated Financial Statements
+Added: 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.
2 unchanged sentences
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.
−Removed: 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,
−Removed: Index for Notes to the Condensed Consolidated Financial Statements
−Removed: penalties, or awards of monetary or injunctive relief in the coming 12 months if they are not otherwise resolved.
+Added: 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.
11 unchanged sentences
We are unable to predict the potential outcome of those proceedings.
−Removed: On April 1, 2020, in connection with the closing of the Merger, we assumed the contingencies and litigation matters of Sprint.
+Added: 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.
11 unchanged sentences
We are unable to predict the potential outcome of these claims.
+Added: 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”).
5 unchanged sentences
Our forensic investigation is complete, and we believe we have a full view of the data compromised.
−Removed: Index for Notes to the Condensed Consolidated Financial Statements
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.
4 unchanged sentences
On July 22, 2022, we entered into an agreement to settle the lawsuit.
−Removed: On June 29, 2023, the Court issued an order granting final approval of the settlement, which is subject to potential appeals.
−Removed: Under the terms of the settlement, we would pay 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.
−Removed: We also committed to an aggregate incremental spend of $ 150 million for data security and related technology in 2022 and 2023.
−Removed: We previously paid $ 35 million for claims administration purposes.
−Removed: Two class members appealed the final approval order challenging the Court’s award of attorneys’ fees to class counsel.
−Removed: On July 29, 2024, the Court of Appeals ruled in favor of one of the appellants and sent the case back to the trial court for further proceedings to resolve plaintiffs’ counsel’s fee request.
−Removed: We expect the remaining portion of the $ 350 million settlement payment to be made in November 2024.
−Removed: We also anticipate that the settlement will provide a full release of all claims arising out of the August 2021 cyberattack by class members who do not opt out, against all defendants, including us, our subsidiaries and affiliates, and our directors and officers.
+Added: On June 29, 2023, the Court issued an order granting final approval of the settlement.
+Added: All appeals have been resolved, and the settlement is now final.
+Added: 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.
+Added: 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.
+Added: 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.
−Removed: We have the right to terminate the settlement agreement under certain conditions.
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.
−Removed: In connection with the proposed class action settlement and the separate settlements, we recorded a total pre-tax charge of approximately $ 400 million in the second quarter of 2022.
−Removed: During the nine months ended September 30, 2023, we recognized $ 50 million in reimbursements from insurance carriers for costs incurred related to the August 2021 cyberattack, which is included as a reduction to Selling, general and administrative expenses on our Condensed Consolidated Statements of Comprehensive Income.
−Removed: The ultimate resolution of the class action depends on the number of plaintiffs who opt out of the proposed settlement and whether the proposed settlement will be appealed.
+Added: 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.
3 unchanged sentences
On May 31, 2024, the court issued an opinion dismissing the plaintiff’s complaint in its entirety.
−Removed: The plaintiff has appealed that decision.
−Removed: We are unable at this time to predict the potential outcome of this lawsuit or whether we may be subject to further private litigation.
−Removed: We have also received inquiries from various government agencies, law enforcement and other governmental authorities related to the August 2021 cyberattack, which could result in substantial fines or penalties.
+Added: The plaintiff appealed that decision, and on February 17, 2025, the Delaware Supreme Court affirmed the Court of Chancery’s decision dismissing the complaint.
+Added: 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.
+Added: 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.
5 unchanged sentences
Deutsche Telekom AG, et al.
−Removed: 1:22-cv-03189, against DT, T-Mobile, and SoftBank, alleging that the Merger violated the antitrust laws and harmed competition in the U.S.
+Added: 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.
−Removed: 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 Merger.
+Added: 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.
−Removed: On January 5, 2023, we identified that a bad actor was obtaining data through a single Application Programming Interface (“API”) without authorization.
−Removed: Based on our investigation, the impacted API is only able to provide a limited set of customer
Index for Notes to the Condensed Consolidated Financial Statements
−Removed: 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.
+Added: On January 5, 2023, we identified that a bad actor was obtaining data through a single Application Programming Interface (“API”) without authorization.
+Added: 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.
4 unchanged sentences
In addition, we are unable to predict the full impact of this incident on customer behavior in the future, including whether a change in our customers’ behavior could negatively impact our results of operations on an ongoing basis, although we presently do not expect that it will have a material effect on our operations.
+Added: 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.
+Added: Deutsche Telekom AG et al.
+Added: 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.
+Added: We are also named as a nominal defendant in the lawsuit.
+Added: We are unable to predict the potential outcome of these claims.
Note 15 – Additional Financial Information
1 unchanged sentence
Accounts payable and accrued liabilities are summarized as follows:
−Removed: (in millions) September 30,
+Added: (in millions) March 31,
2025 December 31,
Accounts payable $ 4,015 $ 4,242
−Removed: Payroll and related benefits 935 1,142
Property and other taxes, including payroll 1,643 1,524
+Added: Payroll and related benefits 680 1,072
Accrued interest 947 905
1 unchanged sentence
Accounts payable and accrued liabilities $ 7,900 $ 8,463
−Removed: Book overdrafts included in accounts payable were $ 405 million and $ 740 million as of September 30, 2024, and December 31, 2023, respectively.
+Added: Book overdrafts included in accounts payable were $ 228 million and $ 460 million as of March 31, 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:
−Removed: Three Months Ended September 30, Nine Months Ended September 30,
+Added: Three Months Ended March 31,
(in millions) 2025 2024
7 unchanged sentences
Financing lease right-of-use assets obtained in exchange for lease obligations 248 263
−Removed: Contingent and other deferred consideration related to the Ka’ena Acquisition — — 210 —
Index for Notes to the Condensed Consolidated Financial Statements
1 unchanged sentence
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:
−Removed: (in millions) September 30,
+Added: (in millions) March 31,
2025 December 31,
4 unchanged sentences
Note 16 – Subsequent Events
−Removed: Subsequent to September 30, 2024, on October 9, 2024, we issued $ 500 million of 4.250 % Class A Senior ABS Notes to third parties in a private placement transaction.
−Removed: See Note 8 - Debt for additional information.
−Removed: Subsequent to September 30, 2024, on October 11, 2024, we delivered notice of redemption on $ 1.5 billion aggregate principal amount of our 7.625 % Senior Notes due 2025.
−Removed: We will redeem the notes at par on November 15, 2024.
−Removed: Subsequent to September 30, 2024, on October 15, 2024, we closed on an agreement with a third party for the exchange of certain 39 GHz spectrum licenses.
−Removed: See Note 6 – Goodwill, Spectrum License Transactions and Other Intangible Assets for additional information.
−Removed: Subsequent to September 30, 2024, from October 1, 2024, through October 18, 2024, we repurchased 4,186,019 shares of our common stock at an average price per share of $ 212.88 for a total purchase price of $ 891 million.
+Added: Subsequent to March 31, 2025, on April 1, 2025, we completed the joint acquisition of Lumos.
+Added: See Note 3 - Joint Ventures for additional information.
+Added: Subsequent to March 31, 2025, on April 15, 2025, we repaid at maturity $ 3.0 billion of our 3.500 % Senior Notes due 2025.
+Added: Subsequent to March 31, 2025, from April 1, 2025, through April 17, 2025, we repurchased 1,975,200 shares of our common stock at an average price per share of $ 259.09 for a total purchase price of $ 512 million.
See Note 1 2 - Stockholder Return Program for additional information.
−Removed: Subsequent to September 30, 2024, on October 22, 2024, we executed the Pledge Amendments to the EIP Sale Arrangement and the Service Receivable Sale Arrangement.
−Removed: See Note 5 - Sales of Certain Receivables for additional information.
−Removed: Subsequent to September 30, 2024, on October 22, 2024, the FCC approved our purchase of certain 600 MHz licenses in the second tranche of our Amended and Restated License Purchase Agreements with Channel 51 License Co LLC and LB License Co, LLC.
−Removed: See Note 6 – Goodwill, Spectrum License Transactions and Other Intangible Assets for additional information.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.