What changed in this filing

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Item 1. Financial Statements

2025-07-23 compared with 2025-04-24 · 263 added, 161 removed, 811 unchanged (34% of the section changed)

2 unchanged sentences

Condensed Consolidated Balance Sheets

(in millions, except share and per share amounts) March 31,

(in millions, except share and per share amounts) June 30,

2025 December 31,

48 unchanged sentences

Condensed Consolidated Statements of Comprehensive Income

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(in millions, except share and per share amounts) 2025 2024 2025 2024

21 unchanged sentences

Net income $ 3,222 $ 2,925 $ 6,175 $ 5,299

Other comprehensive (loss) income, net of tax

Other comprehensive income (loss), net of tax

Reclassification of loss from cash flow hedges, net of tax effect of $ 16 , $ 15 , $ 32 and $ 30

Losses on fair value hedges, net of tax effect of $( 61 ) and $ 0

Gains (losses) on fair value hedges, net of tax effect of $ 13 , $( 10 ), $( 48 ) and $( 10 )

37 ( 30 ) ( 140 ) ( 30 )

Unrealized loss on foreign currency translation adjustment, net of tax effect of $ 0 , $ 0 , $ 0 and $ 0

( 1 ) — ( 1 ) —

Amortization of actuarial gain, net of tax effect of $( 1 ), $( 1 ), $( 1 ) and $( 3 )

Other comprehensive (loss) income ( 132 ) 38

( 2 ) ( 4 ) ( 3 ) ( 9 )

Other comprehensive income (loss) 81 9 ( 51 ) 47

Total comprehensive income $ 3,303 $ 2,934 $ 6,124 $ 5,346

9 unchanged sentences

Condensed Consolidated Statements of Cash Flows

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(in millions) 2025 2024 2025 2024

22 unchanged sentences

Purchases of spectrum licenses and other intangible assets, including deposits ( 842 ) ( 156 ) ( 915 ) ( 217 )

Proceeds from the sale of property, equipment and intangible assets 2,066 7 2,073 23

Proceeds related to beneficial interests in securitization transactions — 958 — 1,848

Acquisition of companies, net of cash acquired 1 ( 390 ) ( 726 ) ( 390 )

Investments in unconsolidated affiliates, net ( 908 ) — ( 983 ) —

Other, net 520 ( 57 ) 430 ( 62 )

1 unchanged sentence

Financing activities

Proceeds from issuance of long-term debt 7,774 3,473

Proceeds from issuance of long-term debt, net ( 6 ) 2,136 7,768 5,609

Repayments of financing lease obligations ( 331 ) ( 351 ) ( 646 ) ( 678 )

4 unchanged sentences

Other, net ( 30 ) ( 34 ) ( 48 ) ( 68 )

Net cash provided by (used in) financing activities 3,193 ( 1,666 )

Net cash used in financing activities ( 7,205 ) ( 4,134 ) ( 4,012 ) ( 5,800 )

Effect of exchange rate changes on cash and cash equivalents, including restricted cash 13 — 13 —

Change in cash and cash equivalents, including restricted cash ( 1,759 ) ( 291 ) 4,872 1,340

7 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

Balance as of March 31, 2025 1,137,339,578 136,598,154 $ ( 23,085 ) $ 68,837 $ ( 989 ) $ 16,342 $ 61,105

Net income — — — — — 3,222 3,222

Dividends declared ($ 0.88 per share)

— — — — — ( 988 ) ( 988 )

Other comprehensive income — — — — 81 — 81

Stock-based compensation — — — 203 — — 203

Issuance of vested restricted stock units 346,929 — — — — — —

Shares withheld related to net share settlement of stock awards and stock options ( 116,966 ) — — ( 29 ) — — ( 29 )

Repurchases of common stock ( 10,148,791 ) 10,148,791 ( 2,486 ) — — — ( 2,486 )

Other, net 29,868 ( 21,167 ) 2 ( 3 ) — — ( 1 )

Balance as of June 30, 2025 1,127,450,618 146,725,778 $ ( 25,569 ) $ 69,008 $ ( 908 ) $ 18,576 $ 61,107

Balance as of December 31, 2024 1,144,579,681 126,494,683 $ ( 20,584 ) $ 68,798 $ ( 857 ) $ 14,384 $ 61,741

9 unchanged sentences

Other, net 71,207 ( 8,923 ) ( 4 ) 7 — — 3

Balance as of June 30, 2025 1,127,450,618 146,725,778 $ ( 25,569 ) $ 69,008 $ ( 908 ) $ 18,576 $ 61,107

The accompanying notes are an integral part of these condensed consolidated financial statements.

Index for Notes to the Condensed Consolidated Financial Statements

T-Mobile US, Inc.

Condensed Consolidated Statement of Stockholders’ Equity

Balance as of March 31, 2024 1,177,240,110 89,053,922 $ ( 12,982 ) $ 67,786 $ ( 926 ) $ 8,196 $ 62,074

Net income — — — — — 2,925 2,925

Dividends declared ($ 0.65 per share)

— — — — — ( 761 ) ( 761 )

Other comprehensive income — — — — 9 — 9

Stock-based compensation — — — 154 — — 154

Issuance of vested restricted stock units 291,907 — — — — — —

Shares withheld related to net share settlement of stock awards and stock options ( 91,844 ) — — ( 16 ) — — ( 16 )

Repurchases of common stock ( 13,979,843 ) 13,979,843 ( 2,289 ) — — — ( 2,289 )

Ka’ena Acquisition upfront consideration 3,264,952 — — 536 — — 536

Other, net 47,609 ( 1,614 ) 1 3 — — 4

Balance as of June 30, 2024 1,166,772,891 103,032,151 $ ( 15,270 ) $ 68,463 $ ( 917 ) $ 10,360 $ 62,636

Balance as of December 31, 2023 1,195,807,331 67,096,823 $ ( 9,373 ) $ 67,705 $ ( 964 ) $ 7,347 $ 64,715

8 unchanged sentences

Repurchases of common stock ( 35,913,633 ) 35,913,633 ( 5,893 ) — — — ( 5,893 )

Ka’ena Acquisition upfront consideration 3,264,952 — — 536 — — 536

Other, net 109,361 21,695 ( 4 ) 12 — — 8

Balance as of March 31, 2024 1,177,240,110 89,053,922 $ ( 12,982 ) $ 67,786 $ ( 926 ) $ 8,196 $ 62,074

Balance as of June 30, 2024 1,166,772,891 103,032,151 $ ( 15,270 ) $ 68,463 $ ( 917 ) $ 10,360 $ 62,636

The accompanying notes are an integral part of these condensed consolidated financial statements.

5 unchanged sentences

Joint Ventures

Receivables and Rel ated Allowance fo r C redit Losses

Receivables and Related Allowance for Credit Losses

Sales of Certain Receivables

21 unchanged sentences

Intercompany transactions and balances have been eliminated in consolidation.

Investments in entities that we do not control but have significant influence are accounted for under the equity method.

We record our proportionate share of our equity method investees’ earnings within Other (expense) income, net on our Condensed Consolidated Statements of Comprehensive Income.

The preparation of financial statements in conformity with United States (“U.S.”) generally accepted accounting principles (“GAAP”) requires our management to make estimates and assumptions that affect the financial statements and accompanying notes.

22 unchanged sentences

Concurrently, and as agreed upon through the Merger and Unit Purchase Agreement, T-Mobile and Ka’ena entered into certain separate transactions, including the effective settlement of the preexisting wholesale arrangement between T-Mobile and Ka’ena and agreements with certain of the sellers to provide services to T-Mobile during the post-acquisition period.

In accordance with the terms of the Merger and Unit Purchase Agreement, the total purchase price 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.

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.

In accordance with the terms of the Merger and Unit Purchase Agreement, the total purchase price was variable, dependent upon specified performance indicators of Ka’ena, and consists of an upfront payment on the Ka’ena Acquisition Date and an earnout payable on August 1, 2026.

On June 30, 2025, we amended the Merger and Unit Purchase Agreement to set the calculation of the earnout as the difference between the maximum purchase price of $ 1.35 billion and the upfront payment, as adjusted, and removed the requirement for Ka’ena to achieve specified performance indicators.

As of June 30, 2025, and December 31, 2024, $ 236 million and $ 202 million of liabilities for deferred consideration, respectively, and $ 137 million and $ 80 million of liabilities for post-acquisition services, respectively, were presented within Other long-term liabilities on our Condensed Consolidated Balance Sheets.

Fair Value of Assets Acquired and Liabilities Assumed

We have accounted for the Ka’ena Acquisition as a business combination.

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.

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.

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.

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.

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.

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.

All of the goodwill acquired is allocated to the Wireless reporting unit.

Acquisition of UScellular Wireless Operations

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.

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.

The transaction is expected to close in mid-2025, subject to customary closing conditions and receipt of certain regulatory approvals.

Upon closing of the transaction, we expect to account for the UScellular transaction as a business combination and to consolidate the acquired operations.

We accounted for the Ka’ena Acquisition as a business combination.

The identifiable assets acquired and liabilities assumed from Ka’ena were recorded at their fair values as of the Ka’ena Acquisition Date and consolidated with those of T-Mobile.

Assigning fair values to the assets acquired and liabilities assumed at the Ka’ena Acquisition Date required the use of judgment regarding estimates and assumptions.

For the fair values of the assets acquired and liabilities assumed, we used the cost and income approaches.

Index for Notes to the Condensed Consolidated Financial Statements

The following table summarizes the assigned fair values for each class of assets acquired and liabilities assumed at the Ka’ena Acquisition Date, as adjusted during the measurement period, which closed on April 30, 2025, based on information identified after the Ka’ena Acquisition Date.

We retained the services of certified valuation specialists to assist with assigning values to certain acquired assets.

(in millions) May 1, 2024

Cash and cash equivalents $ 24

Accounts receivable 34

Prepaid expenses 5

Other current assets 10

Property and equipment 1

Operating lease right-of-use assets 2

Other intangible assets 740

Other assets 51

Total assets acquired 1,647

Accounts payable and accrued liabilities 42

Deferred revenue 297

Short-term operating lease liabilities 1

Deferred tax liabilities 83

Operating lease liabilities 2

Other long-term liabilities 81

Total liabilities assumed 506

Total consideration transferred $ 1,141

Intangible Assets

Goodwill with an assigned value of $ 777 million represents the excess of the consideration transferred over the fair values of assets acquired and liabilities assumed.

The assigned goodwill recognized includes expected growth in customers and service revenues to be achieved from the operations of the combined company, the assembled workforce of Ka’ena and intangible assets that do not qualify for separate recognition.

Of the total amount of assigned goodwill resulting from the Ka’ena Acquisition of $ 777 million, the amount deductible for tax purposes is $ 121 million.

All of the goodwill acquired is allocated to the Wireless reporting unit.

Acquisition of UScellular Wireless Business

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

Upon closing of the transaction, we expect to account for the UScellular Acquisition as a business combination and to consolidate the acquired operations.

Following the closing of the transaction, UScellular will retain ownership of its other spectrum, as well as its towers.

Subject to the closing of the transaction, we will enter into a 15-year master license agreement to lease space on at least 2,100 towers being retained and to extend our tenancy term on approximately 600 towers where we are already leasing space from UScellular for 15 years post-closing.

Subject to the closing of the transaction, we will enter into a 15-year master license agreement to lease space on at least 2,100 towers being retained by UScellular and to extend our tenancy term on approximately 600 towers where we are already leasing space from UScellular for 15 years post-closing.

We estimate the incremental future minimum lease payments associated with the master license agreement will be $ 1.4 billion over 15 years post-closing.

On May 23, 2025, we launched exchange offers for any and all of certain outstanding senior notes of UScellular (the “Exchange Offers”).

In conjunction with the Exchange Offers, we also solicited consents for each series of the outstanding senior notes of UScellular to effect a number of amendments to the applicable indenture under which each such series of notes were issued and are governed (the “Consent Solicitations”).

As of July 1, 2025, the total principal amount of certain outstanding UScellular senior notes validly tendered was $ 1.7 billion.

To the extent any debtholders do not participate in the Exchange Offers, their senior notes will continue as obligations of UScellular, and the cash portion of the purchase price will be correspondingly

Index for Notes to the Condensed Consolidated Financial Statements

The consummation of the Exchange Offers and Consent Solicitations are subject to the closing of the UScellular Acquisition and will expire on August 1, 2025.

On July 11, 2025, we received all necessary regulatory approvals, and the UScellular Acquisition is expected to close on August 1, 2025.

On July 22, 2025, we entered into asset purchase agreements for the acquisition of substantially all of the wireless operations assets of each of Farmers Cellular Telephone Company, Inc., Iowa RSA No.

9 Limited Partnership, and Iowa RSA No.

12 Limited Partnership (collectively, the “Iowa Entities”) for an aggregate purchase price of approximately $ 170 million.

These transactions are expected to close concurrently with the UScellular Acquisition on August 1, 2025.

Upon closing of the acquisition of the wireless operations assets of the Iowa Entities, we expect to account for the transactions as a business combination.

Following the closing of the acquisition of the wireless operations assets of the Iowa Entities, the Iowa Entities will retain ownership of their towers and spectrum.

Acquisition of Vistar Media Inc.

2 unchanged sentences

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

In exchange, T-Mobile transferred cash of $ 621 million.

In exchange, we transferred cash of $ 621 million.

A portion of the payment made on the Vistar Acquisition Date was for the settlement of preexisting relationships with Vistar and is excluded from the fair value of consideration transferred.

The financial results of Vistar from the Vistar Acquisition Date through 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.

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

Costs related to the Vistar Acquisition were not material to our Condensed Consolidated Statements of Comprehensive Income.

4 unchanged sentences

For the provisionally assigned fair values of the assets acquired and liabilities assumed, we used the cost and income approaches.

Index for Notes to the Condensed Consolidated Financial Statements

The following table summarizes the provisionally assigned fair values for each class of assets acquired and liabilities assumed at the Vistar Acquisition Date.

18 unchanged sentences

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.

Index for Notes to the Condensed Consolidated Financial Statements

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 .

6 unchanged sentences

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

In exchange, T-Mobile transferred cash of $ 180 million.

In exchange, we transferred cash of $ 180 million.

A portion of the payment made on the Blis Acquisition Date was for the settlement of preexisting relationships with Blis and is excluded from the fair value of consideration transferred.

6 unchanged sentences

Therefore, the provisionally assigned fair values above are subject to adjustment as additional information is obtained.

Index for Notes to the Condensed Consolidated Financial Statements

Note 3 – Joint Ventures

Lumos and Metronet Joint Ventures

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.

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.

At closing, we invested $ 926 million to acquire a 50 % equity interest in the joint venture and fiber customers.

Lumos Joint Venture

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

On April 1, 2025, we completed the joint acquisition of Lumos upon the completion of certain customary closing conditions, including the receipt of certain regulatory approvals.

During the three months ended June 30, 2025, we invested $ 932 million to acquire a 50 % equity interest in the joint venture and 97,000 fiber customers.

For the customers acquired, we recognized an intangible asset amortized using the sum-of-the-years digits method over a weighted-average useful life of nine years .

Following the joint acquisition, Lumos transitioned to a wholesale model where we are the anchor tenant owning residential and small business customer relationships.

The funds invested by us will be used by the joint venture to fund future fiber builds.

In addition, pursuant to the definitive agreement, we expect to make an additional capital contribution of approximately $ 500 million in 2027 or 2028 under the existing business plan.

In addition, pursuant to the definitive agreement, we expect to make an additional capital contribution of approximately $ 500 million between 2027 and 2028 under the existing business plan.

We account for the Lumos joint venture under the equity method of accounting with our proportionate share of earnings presented within Other (expense) income, net on our Condensed Consolidated Statements of Comprehensive Income.

We recognize revenues for fiber customers and the related wholesale costs paid to the joint venture for network access within Postpaid revenues and Cost of services, respectively, on our Condensed Consolidated Statements of Comprehensive Income.

Metronet Joint Venture

On July 18, 2024, we entered into a definitive agreement with KKR & Co.

(“KKR”) to establish a joint venture to acquire Metronet Holdings, LLC and certain of its affiliates (collectively, “Metronet”), a fiber-to-the-home platform.

This arrangement is expected to close in mid-2025, subject to customary closing conditions and regulatory approvals.

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.

At closing, we expect to invest approximately $ 4.6 billion, adjusted for Metronet’s incremental pre-close debt financing, to acquire a 50 % equity interest in the joint venture and all existing residential fiber customers, as well as funding of the joint venture.

We do not anticipate making further capital contributions following the closing under the existing business plan.

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.

Index for Notes to the Condensed Consolidated Financial Statements

Following the joint acquisition, Metronet will become a wholesale services provider, and its residential fiber retail operations and customers will transition to us.

On July 9, 2025, we received all necessary regulatory approvals, and the joint acquisition of Metronet is expected to close on July 24, 2025.

Upon the closing of the transaction, we expect to account for the Metronet joint venture under the equity method of accounting and recognize revenues for fiber customers and the related wholesale costs paid to the joint venture for network access within Postpaid revenues and Cost of services, respectively, on our Condensed Consolidated Statements of Comprehensive Income.

Note 4 – Receivables and Related Allowance for Credit Losses

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

Index for Notes to the Condensed Consolidated Financial Statements

Our approach considers a number of factors, including our overall historical credit losses and payment experience, as well as current collection trends, such as write-off frequency and severity.

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EIP Receivables Portfolio Segment

Based upon customer credit profiles at the time of customer origination, as well as subsequent credit performance, we classify the EIP receivables segment into two customer classes of “Prime” and “Subprime.” Prime customer receivables are those with lower credit risk, and Subprime customer receivables are those with higher credit risk.

Based upon customer credit profiles at the time of customer origination, as well as subsequent credit performance, we designate the EIP receivables segment into two customer classes of “Prime” and “Subprime.” Prime customer receivables are those with lower credit risk, and Subprime customer receivables are those with higher credit risk.

Customers may be required to make a down payment on their equipment purchases if their assessed credit risk exceeds established underwriting thresholds.

1 unchanged sentence

To determine a customer’s credit profile and assist in determining their credit class, we use a proprietary credit scoring model that measures the credit quality of a customer leveraging several factors, such as credit bureau information and consumer credit risk scores, as well as service and device plan characteristics.

EIP receivables had a combined weighted-average effective interest rate of 11.2 % and 11.1 % as of March 31, 2025, and December 31, 2024, respectively.

EIP receivables had a combined weighted-average effective interest rate of 11.2 % and 11.1 % as of June 30, 2025, and December 31, 2024, respectively.

The following table summarizes the EIP receivables, including imputed discounts and related allowance for credit losses:

(in millions) March 31,

(in millions) June 30,

2025 December 31,

8 unchanged sentences

EIP receivables, net of allowance for credit losses and imputed discount $ 6,201 $ 6,588

Index for Notes to the Condensed Consolidated Financial Statements

Many of our loss estimation techniques rely on delinquency-based models categorized by customer credit class;

1 unchanged sentence

We manage our EIP receivables portfolio segment using delinquency and customer credit class as key credit quality indicators.

The following table presents the amortized cost of our EIP receivables by delinquency status, customer credit class and year of origination as of March 31, 2025:

The following table presents the amortized cost of our EIP receivables by delinquency status, customer credit class and year of origination as of June 30, 2025:

Originated in 2025 Originated in 2024 Originated prior to 2024 Total EIP Receivables, Net of

6 unchanged sentences

EIP receivables, net of unamortized imputed discount $ 2,298 $ 607 $ 2,500 $ 676 $ 330 $ 80 $ 5,128 $ 1,363 $ 6,491

Index for Notes to the Condensed Consolidated Financial Statements

We estimate credit losses on our EIP receivables segment by applying an expected credit loss model, which relies on historical loss data adjusted for current conditions to calculate default probabilities or an estimate for the frequency of customer default.

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

The following table presents write-offs of our EIP receivables by year of origination for the three months ended March 31, 2025:

The following table presents write-offs of our EIP receivables by year of origination for the six months ended June 30, 2025:

(in millions) Originated in 2025 Originated in 2024 Originated prior to 2024 Total

Write-offs $ 32 $ 221 $ 45 $ 298

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:

March 31, 2025 March 31, 2024

Activity for the six months ended June 30, 2025 and 2024, in the allowance for credit losses and unamortized imputed discount balances for the accounts receivable and EIP receivables segments were as follows:

June 30, 2025 June 30, 2024

(in millions) Accounts Receivable Allowance EIP Receivables Allowance Total Accounts Receivable Allowance EIP Receivables Allowance Total

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Off-Balance-Sheet Credit Exposures

We do not have material off-balance-sheet credit exposures as of March 31, 2025.

In connection with the sales of certain service accounts receivable and EIP receivables pursuant to the sale arrangements, we provide guarantees of credit performance included on our Condensed Consolidated Balance Sheets measured at fair value that are based on a discounted cash flow model

Index for Notes to the Condensed Consolidated Financial Statements

using Level 3 inputs, including estimated customer default rates and credit worthiness, dilutions and recoveries.

We do not have material off-balance-sheet credit exposures as of June 30, 2025.

See Note 5 – Sales of Certain Receivables for further information.

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In 2015, we entered into an arrangement to sell certain EIP receivables on a revolving basis (the “EIP Sale Arrangement”), which has been revised and extended from time to time.

As of both March 31, 2025, and December 31, 2024, the EIP Sale Arrangement provided funding of $ 1.3 billion.

As of both June 30, 2025, and December 31, 2024, the EIP Sale Arrangement provided funding of $ 1.3 billion.

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

We consolidate the EIP BRE under the VIE model.

Index for Notes to the Condensed Consolidated Financial Statements

The following table summarizes the carrying amounts and classification of liabilities, which consist of the recourse guarantee, included on our Condensed Consolidated Balance Sheets with respect to the EIP BRE:

(in millions) March 31,

(in millions) June 30,

2025 December 31,

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On February 25, 2025, we extended the scheduled expiration date of the Service Receivable Sale Arrangement to February 24, 2026.

As of both March 31, 2025, and December 31, 2024, the Service Receivable Sale Arrangement provided funding of $ 775 million.

As of both June 30, 2025, and December 31, 2024, the Service Receivable Sale Arrangement provided funding of $ 775 million.

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

1 unchanged sentence

The following table summarizes the carrying amounts and classification of liabilities included on our Condensed Consolidated Balance Sheets with respect to the Service BRE:

(in millions) March 31,

(in millions) June 30,

2025 December 31,

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Pursuant to the Pledge Amendments, effective on November 1, 2024, the credit enhancement feature of each arrangement is replaced by a recourse guarantee liability, which is collateralized by pledged but unsold receivables.

For the three 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.

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.

Index for Notes to the Condensed Consolidated Financial Statements

For the three and six months ended June 30, 2025, all cash proceeds associated with sold receivables are recognized within Net cash provided by operating activities on our Condensed Consolidated Statements of Cash Flows.

For the three and six months ended June 30, 2024, cash proceeds related to beneficial interests in securitization transactions in the form of the deferred purchase price were presented within Net cash used in investing activities on our Condensed Consolidated Statements of Cash Flows.

The recourse guarantee represents a financial instrument that is primarily tied to the creditworthiness of our customers.

At inception, we elected to measure the recourse guarantee liabilities at fair value with changes in fair value included in Selling, general and administrative expenses on our Condensed Consolidated Statements of Comprehensive Income.

The fair value of the recourse guarantee liabilities is determined based on a discounted cash flow model which uses primarily Level 3 inputs, including estimated customer default rates and credit worthiness, dilutions and recoveries.

Our recourse guarantee liabilities related to the sales of service receivables and EIP receivables were $ 140 million and $ 148 million as of March 31, 2025, and December 31, 2024, respectively.

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.

The fair value of the recourse guarantee liabilities is determined based on a discounted cash flow model which primarily uses Level 3 inputs, including estimated customer default rates and credit worthiness, dilutions and recoveries.

Our recourse guarantee liabilities related to the sales of service receivables and EIP receivables were $ 138 million and $ 148 million as of June 30, 2025, and December 31, 2024, respectively.

These liabilities were collateralized by $ 231 million and $ 286 million of gross service receivables and $ 508 million and $ 505 million of gross EIP receivables pledged, but unsold as of June 30, 2025, and December 31, 2024, respectively, which represent our maximum exposure under the recourse guarantee.

Index for Notes to the Condensed Consolidated Financial Statements

The following table summarizes the impact of the sales of certain service receivables and EIP receivables on our Condensed Consolidated Balance Sheets:

(in millions) March 31,

(in millions) June 30,

2025 December 31,

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Net cash proceeds funded by reinvested collections 1,468 1,583

We recognized losses from sales of receivables, including changes in fair value of the recourse guarantee liabilities and deferred purchase price assets, of $ 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.

We recognized losses from sales of receivables, including changes in fair value of the recourse guarantee liabilities and deferred purchase price assets, of $ 19 million and $ 25 million for the three months ended June 30, 2025 and 2024, respectively, and $ 41 million and $ 46 million for the six months ended June 30, 2025 and 2024, respectively, in Selling, general and administrative expenses on our Condensed Consolidated Statements of Comprehensive Income.

Continuing Involvement

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Note 6 – Goodwill, Spectrum License Transactions and Other Intangible Assets

The changes in the carrying amount of goodwill for the three months ended March 31, 2025, are as follows:

The changes in the carrying amount of goodwill for the six months ended June 30, 2025, are as follows:

(in millions) Goodwill

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Provisionally assigned goodwill from acquisitions in 2025 449

Balance as of March 31, 2025, net of accumulated impairment losses of $ 10,984

Index for Notes to the Condensed Consolidated Financial Statements

Balance as of June 30, 2025, net of accumulated impairment losses of $ 10,984

Spectrum Licenses

The following table summarizes our spectrum license activity for the three months ended March 31, 2025:

The following table summarizes our spectrum license activity for the six months ended June 30, 2025:

(in millions) Spectrum

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Spectrum licenses, end of period $ 95,928

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.

Cash payments to acquire spectrum licenses and payments for costs to clear spectrum are included in Purchases of spectrum licenses and other intangible assets, including deposits.

Cash proceeds from the sale of spectrum licenses are included in Proceeds from the sale of property, equipment and intangible assets on our Condensed Consolidated Statements of Cash Flows.

Index for Notes to the Condensed Consolidated Financial Statements

License Purchase Agreements

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

The licenses will be acquired without any associated networks and are currently being utilized by us through exclusive leasing arrangements with the Sellers.

On March 30, 2023, we and the Sellers entered into Amended and Restated License Purchase Agreements pursuant to which we and the Sellers agreed to separate the transaction into two tranches of licenses, with the closings on the acquisitions of certain licenses in Chicago, Dallas and New Orleans being deferred in order to potentially expedite the regulatory approval process for the remainder of the licenses.

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The purchase of the Dallas licenses closed on December 6, 2024, and the associated payment of $ 541 million was made on the same day.

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.

The FCC approved the remaining Chicago and New Orleans deferred licenses from the second tranche on April 15, 2025.

The purchase of the remaining licenses closed on June 2, 2025, and the associated payment of $ 604 million was made on the same day.

Comcast Corporation

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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.

Index for Notes to the Condensed Consolidated Financial Statements

The licenses are subject to an exclusive leasing arrangement between us and Comcast, which was entered into contemporaneously with the Comcast License Purchase Agreement.

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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.

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.

The transaction is subject to receipt of regulatory approvals and is expected to close in the second quarter of 2025.

The closing of this transaction is not expected to have a material impact on our Condensed Consolidated Statements of Comprehensive Income.

On September 10, 2024, we entered into a License Purchase Agreement with N77 License Co LLC (“Buyer”), pursuant to which Buyer had the option to purchase all or a portion of our remaining 3.45 GHz spectrum licenses in exchange for a range of cash consideration, with the specific licenses sold to be determined based upon the amount of committed financing raised by Buyer.

Following receipt of the required regulatory approvals, on April 30, 2025, we completed the sale of a portion of our 3.45 GHz spectrum licenses for $ 2.0 billion.

During the three months ended June 30, 2025, we recognized an associated gain of $ 151 million as a reduction to Selling, general and administrative expenses on our Condensed Consolidated Statements of Comprehensive Income.

Index for Notes to the Condensed Consolidated Financial Statements

Grain Management, LLC

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.

Although a non-binding term sheet has been entered into, no definitive agreements have been executed.

The transaction, if finalized, would be subject to FCC approval and certain other customary closing conditions.

On May 30, 2025, we entered into a License and Unit Purchase Agreement with NEWLEVEL IV, L.P.

and NEWLEVEL, LLC, both of which are affiliates of Grain Management, LLC (“Grain”), pursuant to which we will sell our 800 MHz spectrum licenses in exchange for cash consideration of $ 2.9 billion and the receipt of Grain’s 600 MHz spectrum licenses, which we are currently utilizing under lease agreements with Grain.

In addition, we may receive a share of certain future proceeds from transactions entered into by Grain that monetize the 800 MHz spectrum licenses, subject to certain terms and conditions and following a certain return on invested capital for Grain.

As of June 30, 2025, $ 3.6 billion of the associated 800 MHz spectrum licenses have been classified as held for sale at cost, with $ 2.9 billion and $ 690 million presented in Other current assets and Other assets, respectively, on our Condensed Consolidated Balance Sheets based on the nature of consideration to be received.

The transaction is subject to customary closing conditions and contingent on the receipt of regulatory approvals, including the FCC’s approval regarding certain modifications to the 800 MHz spectrum licenses, and is currently expected to close in the fourth quarter of 2025 or first quarter of 2026.

We do not expect the transaction to have a material impact on our Condensed Consolidated Statements of Comprehensive Income upon the transaction close.

In addition, we expect an increase to our cash income tax liability of approximately $ 850 million upon the transaction close.

Spectrum Exchange Transactions

During the three months ended 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.

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.

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.

During the three months ended June 30, 2025 and 2024, we recognized $ 1 million and $ 38 million, respectively, and during the six months ended June 30, 2025 and 2024, we recognized $ 173 million and $ 139 million, respectively, of non-cash spectrum license acquisitions associated with the closing of certain spectrum exchange transactions.

During the three months ended June 30, 2025 and 2024, we recognized $ 1 million and $ 22 million, respectively, and during the six months ended June 30, 2025 and 2024, we recognized $ 13 million and $ 47 million, respectively, of gains associated with the closing of certain spectrum exchange transactions as a reduction to Selling, general and administrative expenses on our Condensed Consolidated Statements of Comprehensive Income.

As of June 30, 2025, $ 243 million of spectrum licenses were classified as held for sale within Other assets on our Condensed Consolidated Balance Sheets related to additional spectrum exchange agreements pending regulatory approval and closing, which are expected to close in the next 12 months.

The closings of these transactions are not expected to have a significant impact on our Condensed Consolidated Statements of Comprehensive Income.

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The components of Other intangible assets were as follows:

Useful Lives March 31, 2025 December 31, 2024

Useful Lives June 30, 2025 December 31, 2024

(in millions) Gross Amount Accumulated Amortization Net Amount Gross Amount Accumulated Amortization Net Amount

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(1) Includes intangible assets acquired through our acquisitions.

See Note 2 - Business Combinations for more information.

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.

See Note 2 - Business Combinations and Note 3 - Joint Ventures for more information.

Amortization expense for intangible assets subject to amortization was $ 199 million and $ 205 million for the three months ended June 30, 2025 and 2024, respectively, and $ 428 million and $ 416 million for the six months ended June 30, 2025 and 2024, respectively.

Index for Notes to the Condensed Consolidated Financial Statements

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(in millions) Estimated Future Amortization

Twelve Months Ending March 31,

Twelve Months Ending June 30,

Thereafter 374

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The following table summarizes the activity of our cross-currency swaps:

(in millions) Three Months Ended

March 31, 2025

Three Months Ended June 30, Six Months Ended June 30,

(in millions) 2025 2024 2025 2024

Other (expense) income, net

Pre-tax transaction loss on remeasurement of EUR-denominated debt $ ( 218 )

Pre-tax transaction (loss) gain on remeasurement of EUR-denominated debt $ ( 461 ) $ 7 $ ( 679 ) $ 7

Amount recognized in Other (expense) income, net reclassified from Accumulated other comprehensive loss

461 ( 7 ) 679 ( 7 )

Accumulated other comprehensive loss

Amount recognized in Accumulated other comprehensive loss reclassified to Other (expense) income, net

Loss associated with the change in fair value of cross-currency swaps recognized in Accumulated other comprehensive loss

$ ( 461 ) $ 7 $ ( 679 ) $ 7

Gain (loss) associated with the change in fair value of cross-currency swaps recognized in Accumulated other comprehensive loss

511 ( 47 ) 491 ( 47 )

Interest Rate Lock Derivatives

In April 2020, we terminated our interest rate lock derivatives entered into in October 2018.

Aggregate changes in the fair value of our terminated interest rate lock derivatives, net of amortization, of $ 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.

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.

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.

Aggregate changes in the fair value of our terminated interest rate lock derivatives, net of amortization, of $ 867 million and $ 960 million are presented in Accumulated other comprehensive loss on our Condensed Consolidated Balance Sheets as of June 30, 2025, and December 31, 2024, respectively.

During the three months ended June 30, 2025 and 2024, we amortized $ 63 million and $ 59 million, respectively, and during the six months ended June 30, 2025 and 2024, we amortized $ 125 million and $ 116 million, respectively, from Accumulated other comprehensive loss into Interest expense, net , on our Condensed Consolidated Statements of Comprehensive Income.

We expect to amortize $ 264 million of the Accumulated other comprehensive loss associated with the derivatives into Interest expense, net , over the 12 months ending June 30, 2026.

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.

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Although we have determined the estimated fair values using available market information and commonly accepted valuation methodologies, judgment was required in interpreting market data to develop fair value estimates for the Senior Notes to third parties (EUR-denominated), Senior Notes to affiliates, ABS Notes and ECA Facility.

The fair value estimates were based on information available as of March 31, 2025, and December 31, 2024.

The fair value estimates were based on information available as of June 30, 2025, and December 31, 2024.

As such, our estimates are not necessarily indicative of the amount we could realize in a current market exchange.

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The carrying amounts and fair values of our short-term and long-term debt included on our Condensed Consolidated Balance Sheets were as follows:

(in millions) Level within the Fair Value Hierarchy March 31, 2025 December 31, 2024

(in millions) Level within the Fair Value Hierarchy June 30, 2025 December 31, 2024

Carrying Amount Fair Value Carrying Amount Fair Value

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Note 8 – Debt

The following table sets forth the debt balances and activity as of, and for the three months ended, March 31, 2025:

The following table sets forth the debt balances and activity as of, and for the six months ended, June 30, 2025:

(in millions) December 31,

2024 Proceeds from Issuances and Borrowings (1)

Repayments Reclassifications (1)

Note Redemption Repayments Reclassifications (1)

Short-term debt $ 4,068 $ — $ ( 3,000 ) $ ( 736 ) $ 6,087 $ ( 11 ) $ 6,408

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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.

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.

Our effective interest rate, excluding the impact of derivatives and capitalized interest, was 4.1 % on weighted-average debt outstanding of $ 83.5 billion and $ 78.6 billion for the three months ended June 30, 2025 and 2024, respectively, and 4.1 % on weighted-average debt outstanding of $ 81.7 billion and $ 78.0 billion for the six months ended June 30, 2025 and 2024, respectively.

The weighted-average debt outstanding was calculated by applying an average of the monthly ending balances of total short-term and long-term debt to third parties and short-term and long-term debt to affiliates, net of unamortized premiums, discounts, debt issuance costs and consent fees.

Issuances and Borrowings

During the three months ended March 31, 2025, we issued and borrowed the following debt:

(in millions) Principal Issuances Discounts and Issuance Costs,

During the six months ended June 30, 2025, we issued and borrowed the following debt:

(in millions) Principal Issuances Discounts and Issuance Costs, Net

Net Proceeds from Issuance of Long-Term Debt Issue Date

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Total Issuances and Borrowings $ 7,849 $ ( 81 ) $ 7,768

(1) Includes accrued or paid issuance costs and discounts.

On May 23, 2025, we launched exchange offers for any and all of certain outstanding senior notes of UScellular.

As of July 1, 2025, the total principal amount of certain outstanding UScellular senior notes validly tendered was $ 1.7 billion.

See Note 2 - Business Combinations for further information regarding the UScellular Acquisition.

Index for Notes to the Condensed Consolidated Financial Statements

During the three months ended March 31, 2025, we made the following repayments:

Note Redemption and Repayments

During the six months ended June 30, 2025, we made the following redemption and repayments:

(in millions) Principal Amount Payment Date

3.500 % Senior Notes due 2025

$ 3,000 April 15, 2025

Total Redemption $ 3,000

4.738 % Secured Series 2018-1 A-1 Notes due 2025

$ 131 January 13, 2025

ECA Facility due 2036 43 March 17, 2025

5.152 % Series 2018-1 A-2 Notes due 2028

4.910 % Class A Senior ABS Notes due 2025

ECA Facility due 2036 43 March 17, 2025

Total Repayments $ 736

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.

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.

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.

Net proceeds of $ 498 million from these ABS Notes are presented in Proceeds from issuance of long-term debt, net on our Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2025.

As of June 30, 2025, $ 1.7 billion of our ABS Notes were secured in total by $ 2.3 billion of gross EIP receivables and future collections on such receivables.

Our ABS Notes and the assets securing this debt are included on our Condensed Consolidated Balance Sheets.

The expected maturities of our ABS Notes as of March 31, 2025, were as follows:

The expected maturities of our ABS Notes as of June 30, 2025, were as follows:

(in millions) Expected Maturities

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Each of the ABS Entities meet the definition of a VIE for which we have determined that we are the primary beneficiary, as we have the power to direct the activities of the ABS Entities that most significantly impact their performance.

Accordingly, we include the balances and results of operations of the ABS Entities in our condensed consolidated financial statements.

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:

(in millions) March 31,

Accordingly, we include the balances and results of operations of the ABS Entities on our condensed consolidated financial statements.

The following table summarizes the carrying amounts and classification of assets and liabilities included on our Condensed Consolidated Balance Sheets with respect to the ABS Entities:

(in millions) June 30,

2025 December 31,

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The obligations under the ECA Facility are also guaranteed by us and by all of our wholly owned domestic restricted subsidiaries (subject to customary exceptions).

On March 17, 2025, we drew down the full $ 1.0 billion available under the ECA Facility and recognized the net proceeds within Proceeds from issuance of long-term debt on our Condensed Consolidated Statements of Cash Flows.

On March 17, 2025, we drew down the full $ 1.0 billion available under the ECA Facility and recognized the net proceeds within Proceeds from issuance of long-term debt, net on our Condensed Consolidated Statements of Cash Flows.

Borrowings under the ECA facility are amortized semi-annually in equal installments up to the maturity date of March 15, 2036.

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The following table summarizes the balances associated with both of the tower arrangements on our Condensed Consolidated Balance Sheets:

(in millions) March 31,

(in millions) June 30,

2025 December 31,

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Other long-term liabilities 554 554

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.

Future minimum payments related to the tower obligations are approximately $ 384 million for the 12-month period ending June 30, 2026, $ 798 million in total for both of the 12-month periods ending June 30, 2027 and 2028, $ 848 million in total for both of the 12-month periods ending June 30, 2029 and 2030, and $ 3.5 billion in total thereafter.

We are contingently liable for future ground lease payments through the remaining term of the CCI Lease Sites and the Master Lease Sites.

These contingent obligations are not included in Operating lease liabilities, as any amount due is contractually owed by CCI based on the subleasing arrangement.

Under the arrangement, we remain primarily liable for ground lease payments on approximately 900 sites and have included lease liabilities of $ 249 million in our Operating lease liabilities as of March 31, 2025.

Under the arrangement, we remain primarily liable for ground lease payments on approximately 900 sites and have included lease liabilities of $ 247 million in our Operating lease liabilities as of June 30, 2025.

Note 10 – Revenue from Contracts with Customers

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

• Postpaid customers generally include customers who are qualified to pay after receiving wireless communications services utilizing phones, High Speed Internet, mobile internet devices (including tablets and hotspots), wearables, DIGITS and other connected devices (including SyncUP and IoT);

• Postpaid customers generally include customers who are qualified to pay after receiving wireless communications services utilizing phones, 5G broadband, fiber, mobile internet devices (including tablets and hotspots), wearables, DIGITS and other connected devices (including SyncUP and IoT);

• Prepaid customers generally include customers who pay for wireless communications services in advance;

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Postpaid service revenues, including postpaid phone revenues and postpaid other revenues, were as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(in millions) 2025 2024 2025 2024

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Contract Balances

The contract asset and contract liability balances from contracts with customers as of March 31, 2025, and December 31, 2024, were as follows:

The contract asset and contract liability balances from contracts with customers as of June 30, 2025, and December 31, 2024, were as follows:

(in millions) Contract

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Balance as of December 31, 2024 $ 720 $ 1,219

Balance as of March 31, 2025 800 1,192

Balance as of June 30, 2025 910 1,216

Change $ 190 $ ( 3 )

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The change in the contract asset balance reflects customer activity related to new promotions, offset by billings on existing contracts and impairment, which is recognized as bad debt expense.

The current portion of our contract assets of $ 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.

The current portion of our contract assets of $ 651 million and $ 492 million as of June 30, 2025, and December 31, 2024, respectively, was included in Other current assets on our Condensed Consolidated Balance Sheets.

Contract liabilities are recorded when fees are collected, or we have an unconditional right to consideration (a receivable) in advance of delivery of goods or services.

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Contract liabilities are primarily included in Deferred revenue on our Condensed Consolidated Balance Sheets.

Revenues for the three months ended March 31, 2025 and 2024, include the following:

Three Months Ended March 31,

Revenues for the three and six months ended June 30, 2025 and 2024, include the following:

Three Months Ended June 30, Six Months Ended June 30,

(in millions) 2025 2024 2025 2024

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Remaining Performance Obligations

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.

As of June 30, 2025, the aggregate amount of the transaction price allocated to remaining service performance obligations for postpaid contracts with subsidized devices and promotional bill credits that result in an extended service contract is $ 2.0 billion.

We expect to recognize revenue as the service is provided on these postpaid contracts over an extended contract term of 24 months from the time of origination.

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This variable consideration has been excluded from the disclosure of remaining performance obligations.

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.

As of June 30, 2025, the aggregate amount of the contractual minimum consideration for wholesale, roaming and service contracts is $ 466 million, $ 1.2 billion and $ 2.5 billion for the remainder of 2025, 2026 and 2027 and beyond, respectively.

These contracts have a remaining duration ranging from less than one year to seven years .

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Contract Costs

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.

The balance of deferred incremental costs to obtain contracts with customers was $ 1.9 billion and $ 2.0 billion for June 30, 2025, and December 31, 2024, respectively, and is included in Other assets on our Condensed Consolidated Balance Sheets.

Deferred contract costs incurred to obtain postpaid service contracts are amortized over a period of 24 months.

The amortization period is monitored to reflect any significant change in assumptions.

Amortization of deferred contract costs included in Selling, general and administrative expenses on our Condensed Consolidated Statements of Comprehensive Income were $ 485 million and $ 489 million for the three months ended March 31, 2025 and 2024, respectively.

Amortization of deferred contract costs included in Selling, general and administrative expenses on our Condensed Consolidated Statements of Comprehensive Income were $ 478 million and $ 489 million for the three months ended June 30, 2025 and 2024, respectively, and $ 963 million and $ 978 million for the six months ended June 30, 2025 and 2024, respectively.

The deferred contract cost asset is assessed for impairment on a periodic basis.

There were no impairment losses recognized on deferred contract cost assets for the three months ended March 31, 2025 and 2024.

There were no impairment losses recognized on deferred contract cost assets for the three and six months ended June 30, 2025 and 2024.

Note 11 – Segment Reporting

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The following table provides the operating financial results of our Wireless segment:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(in millions) 2025 2024 2025 2024

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Other segment items (1)

3,825 3,828 7,664 7,773

Depreciation and amortization 3,146 3,248 6,344 6,619

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Index for Notes to the Condensed Consolidated Financial Statements

On February 6, 2025, our Board of Directors declared a cash dividend of $ 0.88 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.

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”).

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.

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.

All shares repurchased during the three months ended March 31, 2025, were purchased at market price.

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.

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.

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.

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

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

During the three and six months ended June 30, 2025, we paid an aggregate of $ 996 million and $ 2.0 billion, respectively, in cash dividends to our stockholders, which were presented within Net cash used in financing activities on our Condensed Consolidated Statements of Cash Flows, of which during the three and six months ended June 30, 2025, $ 518 million and $ 1.0 billion, respectively, were paid to Deutsche Telekom AG (“DT”).

As of June 30, 2025, $ 986 million for dividends payable is presented within Other current liabilities on our Condensed Consolidated Balance Sheets, of which $ 518 million is payable to DT.

During the three months ended June 30, 2025, we repurchased 10,148,791 shares of our common stock at an average price per share of $ 243.32 for a total purchase price of $ 2.5 billion, and during the six months ended June 30, 2025, we repurchased 20,240,018 shares of our common stock at an average price per share of $ 244.04 for a total purchase price of $ 4.9 billion, under the 2025 Stockholder Return Program.

All shares repurchased during the three and six months ended June 30, 2025, were purchased at market price.

As of June 30, 2025, we had up to $ 7.1 billion remaining under the 2025 Stockholder Return Program for repurchases of shares and quarterly dividends through December 31, 2025.

Subsequent to June 30, 2025, from July 1, 2025, through July 18, 2025, we repurchased 2,032,767 shares of our common stock at an average price per share of $ 232.16 for a total purchase price of $ 472 million.

As of July 18, 2025, we had up to $ 6.6 billion remaining under the 2025 Stockholder Return Program for repurchases of shares and quarterly dividends through December 31, 2025.

Note 13 – Earnings Per Share

The computation of basic and diluted earnings per share was as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(in millions, except shares and per share amounts) 2025 2024 2025 2024

1 unchanged sentence

Weighted-average shares outstanding – basic (1)

1,132,760,465 1,170,025,862 1,136,627,715 1,177,662,179

Effect of dilutive securities:

Outstanding stock options, unvested stock awards (1)

2,086,501 2,421,491 3,143,024 3,267,700

Weighted-average shares outstanding – diluted 1,134,846,966 1,172,447,353 1,139,770,739 1,180,929,879

3 unchanged sentences

Outstanding stock options and unvested stock awards 2,479,780 1,827 80,012 955

Ka’ena Acquisition contingent consideration (1)

(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.

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.

As of March 31, 2025, we had authorized 100 million shares of preferred stock, with a par value of $ 0.00001 per share.

There was no preferred stock outstanding as of March 31, 2025 and 2024.

Ka’ena Acquisition earnout (2)

— 932,755 — 466,377

(1) During the second quarter of 2025, the weighted-average number of shares issuable related to the Ka’ena Acquisition earnout (“Ka’ena Shares”) are included in our calculations of basic and diluted weighted-average shares outstanding based on the 20 trading day volume-weighted average price, as further described below.

(2) Represents the Ka’ena Shares that were contingently issuable based on achievement of specified performance indicators from the Ka’ena Acquisition closing date of May 1, 2024, based on the maximum number of shares contingently issuable for the earnout and 20 trading day volume-weighted average price as of June 30, 2024.

As of June 30, 2025, we had authorized 100 million shares of preferred stock, with a par value of $ 0.00001 per share.

There was no preferred stock outstanding as of June 30, 2025 and 2024.

Potentially dilutive securities were not included in the computation of diluted earnings per share if to do so would have been anti-dilutive.

The Ka’ena Shares were previously contingent consideration for the Ka’ena Acquisition.

The Ka’ena Shares issuable are included in the calculation of basic and diluted weighted-average shares

Index for Notes to the Condensed Consolidated Financial Statements

outstanding for the three months ended June 30, 2025.

The Ka’ena Shares are expected to be issued after the Ka’ena Acquisition earnout payment date.

Note 14 – Commitments and Contingencies

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In addition, we have commitments to purchase wireless devices, network services, equipment, software, marketing sponsorship agreements and other items in the ordinary course of business, with various terms through 2045.

The following table summarizes the timing of such purchase commitments as of March 31, 2025:

The following table summarizes the timing of such purchase commitments as of June 30, 2025:

(in millions) Less Than 1 Year 1 - 3 Years 3 - 5 Years More Than 5 Years Total

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(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.

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.

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.

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.

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.

The purchase price and expected additional capital contribution are excluded from our reported purchase commitments above.

On April 1, 2025, we completed the joint acquisition of Lumos.

Pursuant to the definitive agreement, we expect to make an additional capital contribution of approximately $ 500 million between 2027 and 2028 under the existing business plan.

The additional capital contribution is excluded from our reported purchase commitments above.

See Note 3 – Joint Ventures for additional details.

On May 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.

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.

On May 1, 2024, we completed the Ka’ena Acquisition.

The total purchase price consists of an upfront payment on the Ka’ena Acquisition Date and an earnout payable on August 1, 2026.

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

The earnout is excluded from our reported purchase commitments above.

See Note 2 – Business Combinations for additional details.

On May 24, 2024, we entered into a securities purchase agreement with UScellular, Telephone and Data Systems, Inc., and USCC Wireless Holdings, LLC, pursuant to which, among other things, we will acquire substantially all of UScellular’s wireless operations and select spectrum assets for an aggregate purchase price of approximately $ 4.4 billion, payable in cash and the assumption of up to $ 2.0 billion of debt through exchange offers to certain UScellular debtholders prior to closing.

Following the closing of the transaction, we will enter into a 15-year master license agreement and estimate the incremental future minimum lease payments will be $ 1.4 billion over 15 years post-closing.

The securities purchase agreement remains subject to regulatory approval.

The estimated purchase price and incremental minimum lease payments are excluded from our reported purchase commitments above.

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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.

The agreement remains subject to regulatory approval, and the estimated purchase price is excluded from our reported purchase commitments above.

The estimated purchase price is excluded from our reported purchase commitments above.

See Note 3 – Joint Ventures for additional details.

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However, we cannot predict the timing or outcome of any of these potential matters or whether we may be subject to additional legal proceedings, claims, regulatory inquiries, investigations, or enforcement actions.

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.

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.

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Accounts payable and accrued liabilities are summarized as follows:

(in millions) March 31,

(in millions) June 30,

2025 December 31,

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Accounts payable and accrued liabilities $ 7,802 $ 8,463

Book overdrafts included in accounts payable were $ 228 million and $ 460 million as of March 31, 2025, and December 31, 2024, respectively.

Book overdrafts included in Accounts payable were $ 267 million and $ 460 million as of June 30, 2025, and December 31, 2024, respectively.

Supplemental Condensed Consolidated Statements of Cash Flows Information

The following table summarizes T-Mobile’s supplemental cash flow information:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(in millions) 2025 2024 2025 2024

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Financing lease right-of-use assets obtained in exchange for lease obligations 430 311 678 574

Deferred consideration related to the Ka’ena Acquisition — 210 — 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:

(in millions) March 31,

(in millions) June 30,

2025 December 31,

4 unchanged sentences

Note 16 – Subsequent Events

Subsequent to March 31, 2025, on April 1, 2025, we completed the joint acquisition of Lumos.

On July 9, 2025, we received all necessary regulatory approvals, and the joint acquisition of Metronet is expected to close on July 24, 2025.

See Note 3 - Joint Ventures for additional information.

Subsequent to March 31, 2025, on April 15, 2025, we repaid at maturity $ 3.0 billion of our 3.500 % Senior Notes due 2025.

On July 11, 2025, we received all necessary regulatory approvals, and the UScellular Acquisition is expected to close on August 1, 2025.

See Note 2 - Business Combinations for additional information.

From July 1, 2025, through July 18, 2025, we repurchased 2,032,767 shares of our common stock at an average price per share of $ 232.16 for a total purchase price of $ 472 million.

See Note 12 - Stockholder Return Program for additional information.

On July 22, 2025, we entered into asset purchase agreements for the acquisition of substantially all of the wireless operations assets of the Iowa Entities for an aggregate purchase price of approximately $ 170 million.

See Note 2 - Business Combinations for additional information.

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.

What changed 10-Q

Item 1. Financial Statements