What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-07-23 compared with 2025-04-24 · 315 added, 176 removed, 420 unchanged (54% of the section changed)

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• adverse economic, political or market conditions in the U.S.

and international markets, including changes resulting from increases in inflation or interest rates, tariffs and trade restrictions, supply chain disruptions, fluctuations in global currencies, immigration policies, and impacts of geopolitical instability, such as the Ukraine-Russia and Israel-Hamas wars and further escalations thereof;

and international markets, including changes resulting from increases in inflation or interest rates, tariffs and trade restrictions, supply chain disruptions, fluctuations in global currencies, immigration policies, and impacts of geopolitical instability, such as the Ukraine-Russia, Iran-Israel and Israel-Hamas wars and further escalations thereof;

• potential operational delays, higher procurement and operational costs, and regulatory and compliance complexities as a result of changes to trade policies, including higher tariffs, restrictions and other economic disincentives to trade;

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• Information that allows assessment of the likelihood that past performance is indicative of future performance.

Our MD&A is provided as a supplement to, and should be read together with, our unaudited condensed consolidated financial statements as of and for the three months ended March 31, 2025, included in Part I, Item 1 of this Form 10-Q, and audited consolidated financial statements, included in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2024.

Our MD&A is provided as a supplement to, and should be read together with, our unaudited condensed consolidated financial statements as of and for the three and six months ended June 30, 2025, included in Part I, Item 1 of this Form 10-Q, and audited consolidated financial statements, included in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2024.

Except as expressly stated, the financial condition and results of operations discussed throughout our MD&A are those of T-Mobile US, Inc.

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The cash payments for the Sprint Merger-related costs incurred extend beyond 2025 and primarily relate to operating leases for which we have recognized accelerated lease expense.

Sprint Merger-related costs were excluded from our calculations of Adjusted EBITDA and Core Adjusted EBITDA for the three months ended March 31, 2024, which are non-GAAP financial measures, as we do not consider these costs to be reflective of our ongoing operating performance.

Sprint Merger-related costs were excluded from our calculations of Adjusted EBITDA and Core Adjusted EBITDA for the three and six months ended June 30, 2024, which are non-GAAP financial measures, as we do not consider these costs to be reflective of our ongoing operating performance.

See “Adjusted EBITDA and Core Adjusted EBITDA” in the “ Performance Measures ” section of this MD&A.

Net cash payments for Sprint Merger-related costs, including payments related to our restructuring plan, are included in Net cash provided by operating activities on our Condensed Consolidated Statements of Cash Flows and our calculation of Adjusted Free Cash Flow and were $61 million and $293 million for the three months ended March 31, 2025 and 2024, respectively.

Net cash payments for Sprint Merger-related costs, including payments related to our restructuring plan, are included in Net cash provided by operating activities on our Condensed Consolidated Statements of Cash Flows and our calculation of Adjusted Free Cash Flow and were $61 million and $241 million for the three months ended June 30, 2025 and 2024, respectively, and $122 million and $534 million for the six months ended June 30, 2025 and 2024, respectively.

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.

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

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

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

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

In addition, pursuant to the definitive agreement, we expect to make an additional capital contribution of approximately $500 million 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.

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

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

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

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

(“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.

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

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

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

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

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.

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

Acquisition of Ka’ena Corporation

On May 1, 2024 (the “Ka’ena Acquisition Date”), we completed the merger with Ka’ena Corporation and its subsidiaries, including, among others, Mint Mobile LLC (collectively, “Ka’ena”), and as a result, Ka’ena became a wholly owned subsidiary of T-Mobile (the “Ka’ena Acquisition”).

The total purchase price 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.

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

On the Ka’ena Acquisition Date, and in satisfaction of the upfront payment, we transferred $420 million in cash and 3,264,952 shares of T-Mobile common stock valued at $536 million as determined based on its closing market price on April 30, 2024, for a total payment fair value of $956 million.

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The amount of the upfront payment was subject to customary adjustments, and as a result of such adjustments, $17 million of the upfront payment was returned to T-Mobile during the fourth quarter of 2024, which resulted in a commensurate increase in the maximum payable in satisfaction of the earnout.

Based on the adjusted amount paid upfront, up to an additional $420 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.

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

Prior to the Ka’ena Acquisition, Ka’ena was a wholesale partner of the Company for which we recognized service revenues within Wholesale and other service revenues.

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

Acquisition of UScellular Wireless 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 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 (the “UScellular Merger”).

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 expect this transaction will yield approximately $1.0 billion in total annual run rate cost synergies, including operating expense and capital expenditure synergies, upon integration, with total cost to achieve the integration currently estimated at between $2.2 billion to $2.6 billion.

For more information regarding our acquisition of UScellular’s wireless operations, see Note 2 – Business Combinations of the Notes to the Condensed Consolidated Financial Statements.

Acquisition of UScellular Wireless Business

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

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

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

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

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

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

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

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

Our estimates for total annual run rate cost synergies and total cost to achieve the integration will be updated subsequent to closing of the transaction.

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

Acquisition of Vistar Media Inc.

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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.

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

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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.

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

One Big Beautiful Bill Act

On July 4, 2025, President Trump signed the One Big Beautiful Bill Act (the “OBBBA”) into law.

The OBBBA includes numerous changes to existing tax law, including provisions providing current deductibility of certain property additions, limitations on interest deductions based on a tax EBITDA framework, and current deductibility of domestic research and development costs.

These provisions are generally effective beginning in 2025, and we currently anticipate they will partially defer our income tax payments in future years and will not have a material impact on our effective tax rate.

Management continues to review the OBBBA tax provisions to assess impacts to our consolidated financial statements.

Results of Operations

Set forth below is a summary of our consolidated financial results:

Three Months Ended March 31, Change

Three Months Ended

June 30, Change Six Months Ended

June 30, Change

(in millions) 2025 2024 $ % 2025 2024 $ %

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Net cash used in investing activities (1,559) (1,678) 119 (7) % (4,968) (3,465) (1,503) 43 %

Net cash provided by (used in) financing activities 3,193 (1,666) 4,859 (292) %

Net cash used in financing activities (7,205) (4,134) (3,071) 74 % (4,012) (5,800) 1,788 (31) %

Non-GAAP Financial Measures

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Adjusted Free Cash Flow 4,596 4,439 157 4 % 8,992 7,786 1,206 15 %

The following discussion and analysis is for the three months ended March 31, 2025, compared to the same period in 2024, unless otherwise stated.

Total revenues increased $1.3 billion, or 7%.

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

Total revenues increased $1.4 billion, or 7%, for the three months ended and increased $2.7 billion, or 7%, for the six months ended June 30, 2025.

The components of these changes are discussed below.

Postpaid revenues increased $963 million, or 8%, primarily from:

Postpaid revenues increased $1.2 billion, or 9%, for the three months ended and increased $2.1 billion, or 8%, for the six months ended June 30, 2025, primarily from:

• Higher postpaid ARPA.

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• Higher average postpaid accounts.

Prepaid revenues increased $240 million, or 10%, primarily from:

Prepaid revenues increased $51 million, or 2%, for the three months ended and increased $291 million, or 6%, for the six months ended June 30, 2025, primarily from:

• Higher average prepaid customers, primarily from the prepaid customers acquired through the Ka’ena Acquisition;

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See “Prepaid ARPU” in the “ Performance Measures ” section of this MD&A.

Wholesale and other service revenues decreased $374 million, or 35%, primarily from:

• Lower MVNO revenues, including the impact from the Ka’ena Acquisition and lower DISH and TracFone MVNO revenues;

Wholesale and other service revenues decreased $221 million, or 24%, for the three months ended and decreased $595 million, or 30%, for the six months ended June 30, 2025, primarily from:

• Lower MVNO revenues, including lower DISH and TracFone MVNO revenues and the impact from the Ka’ena Acquisition;

• Lower Affordable Connectivity Program revenues;

Equipment revenues increased $453 million, or 14%, primarily from:

partially offset by

• Higher advertising revenues, primarily from the acquisitions of Vistar and Blis.

Equipment revenues increased $333 million, or 11%, for the three months ended and increased $786 million, or 12%, for the six months ended June 30, 2025.

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

• An increase of $221 million in device sales revenue, primarily from higher average revenue per device sold, net of promotions, primarily driven by an increase in the high-end phone mix, including the impact of higher postpaid device upgrades and lower Assurance Wireless device sales;

• An increase of $190 million in liquidation revenue, primarily due to an increase in the high-end phone mix and a higher number of liquidated devices.

• An increase of $147 million in liquidation revenue, primarily due to a higher number of liquidated devices.

The increase for the six months ended June 30, 2025, was primarily from:

• An increase of $510 million in device sales revenue, primarily from higher average revenue per device sold, net of promotions, primarily driven by an increase in the high-end phone mix, including the impact of higher postpaid device upgrades and lower Assurance Wireless device sales;

• An increase of $337 million in liquidation revenue, primarily due to a higher number of liquidated devices.

Other revenues were essentially flat.

Total operating expenses increased $490 million, or 3%.

Total operating expenses increased $777 million, or 5%, for the three months ended and increased $1.3 billion, or 4%, for the six months ended June 30, 2025.

The components of this change are discussed below.

Cost of services , exclusive of depreciation and amortization, decreased $86 million, or 3%, primarily from $107 million in Sprint Merger-related costs related to network decommissioning and integration recognized in the prior year.

Cost of equipment sales , exclusive of depreciation and amortization, increased $399 million, or 9%, primarily from:

Cost of services , exclusive of depreciation and amortization, increased $53 million, or 2%, for the three months ended and decreased slightly for the six months ended June 30, 2025.

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

• Higher site costs related to the continued build-out of our nationwide 5G network;

partially offset by

• A decrease of $73 million in Sprint Merger-related costs related to network decommissioning and integration recognized in the prior year.

The decrease for the six months ended June 30, 2025, was primarily from:

• A decrease of $180 million in Sprint Merger-related costs related to network decommissioning and integration recognized in the prior year;

mostly offset by

• Higher site costs related to the continued build-out of our nationwide 5G network.

Cost of equipment sales , exclusive of depreciation and amortization, increased $571 million, or 14%, for the three months ended and increased $970 million, or 11%, for the six months ended June 30, 2025.

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

• An increase of $431 million in device cost of equipment sales, primarily from higher average cost per device sold, primarily driven by an increase in the high-end phone mix, including the impact of higher postpaid device upgrades and lower Assurance Wireless device sales;

• An increase of $132 million in liquidation costs, primarily due to an increase in the high-end phone mix and a higher number of liquidated devices.

Selling, general and administrative expenses increased $350 million, or 7%, primarily from:

• Higher payroll and benefit related expenses;

• Higher costs as a result of the Ka’ena Acquisition.

Depreciation and amortization decreased $173 million, or 5%, primarily from higher depreciation expense from the acceleration of certain technology assets in the prior year.

Operating income , the components of which are discussed above, increased $802 million, or 20%.

Interest expense, net was essentially flat.

• An increase of $124 million in liquidation costs, primarily due to a higher number of liquidated devices.

The increase for the six months ended June 30, 2025, was primarily from:

• An increase of $684 million in device cost of equipment sales, primarily from higher average cost per device sold, primarily driven by an increase in the high-end phone mix, including the impact of higher postpaid device upgrades and lower Assurance Wireless device sales;

• An increase of $256 million in liquidation costs, primarily due to a higher number of liquidated devices.

Selling, general and administrative expenses increased $255 million, or 5%, for the three months ended and increased $605 million, or 6%, for the six months ended June 30, 2025, primarily from:

• Higher payroll and benefit related expenses, including from the impact of acquisitions;

• Higher advertising expenses;

• A $100 million gain recognized in the prior period for the extension fee previously paid by DISH associated with the license purchase agreement for 800 MHz spectrum licenses, which was not purchased;

partially offset by

• A $151 million gain recognized in the current period related to the completed sale of a portion of our 3.45 GHz spectrum licenses.

Depreciation and amortization decreased $102 million, or 3%, for the three months ended and decreased $275 million, or 4%, for the six months ended June 30, 2025, primarily from higher depreciation expense from the acceleration of certain technology assets in the prior year.

Operating income , the components of which are discussed above, increased $583 million, or 13%, for the three months ended and increased $1.4 billion, or 16%, for the six months ended June 30, 2025.

Interest expense, net increased $68 million, or 8%, for the three months ended and increased $104 million, or 6%, for the six months ended June 30, 2025, primarily from higher interest expense related to the issuances of Senior Notes during the first quarter of 2025.

Other (expense) income, net was insignificant for both periods.

Income before income taxes , the components of which are discussed above, was $3.8 billion and $3.1 billion for the three months ended March 31, 2025 and 2024, respectively.

Income tax expense increased $121 million, or 16%, primarily from:

Income before income taxes , the components of which are discussed above, was $4.3 billion and $3.8 billion for the three months ended June 30, 2025 and 2024, respectively, and $8.1 billion and $6.9 billion for the six months ended June 30, 2025 and 2024, respectively.

Income tax expense increased $215 million, or 26%, for the three months ended and increased $336 million, or 21%, for the six months ended June 30, 2025.

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

• Higher income before income taxes;

• Tax benefits recognized in the prior period from adjustments to certain tax reserves.

Our effective tax rate was 24.7% and 22.4% for the three months ended June 30, 2025 and 2024, respectively.

The increase for the six months ended June 30, 2025, was primarily from:

• Higher income before income taxes;

• Tax benefits recognized in the prior period from adjustments to certain tax reserves;

partially offset by

• An increase in excess tax benefits related to the vesting of restricted stock awards.

Our effective tax rate was 23.0% and 24.4% for the three months ended March 31, 2025 and 2024, respectively.

Net income , the components of which are discussed above, was $3.0 billion and $2.4 billion for the three months ended March 31, 2025 and 2024, respectively.

Net income included Sprint Merger-related costs, net of tax, of $97 million for the three months ended March 31, 2024.

There were no Sprint Merger-related costs for the three months ended March 31, 2025.

Our effective tax rate was 23.9% and 23.3% for the six months ended June 30, 2025 and 2024, respectively.

Net income , the components of which are discussed above, was $3.2 billion and $2.9 billion for the three months ended June 30, 2025 and 2024, respectively, and $6.2 billion and $5.3 billion for the six months ended June 30, 2025 and 2024, respectively.

Net income included a Sprint Merger-related gain, net of Sprint Merger-related costs and tax, of $6 million for the three months ended June 30, 2024, and Sprint Merger-related costs, net of Sprint Merger-related gain and tax, of $91 million for the six months ended June 30, 2024.

There were no Sprint Merger-related costs for the three and six months ended June 30, 2025.

Guarantor Financial Information

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is presented in the table below:

(in millions) March 31, 2025 December 31, 2024

(in millions) June 30, 2025 December 31, 2024

Current assets $ 24,740 $ 16,741

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is presented in the table below:

(in millions) Three Months Ended

March 31, 2025 Year Ended

(in millions) Six Months Ended

June 30, 2025 Year Ended

December 31, 2024

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The summarized balance sheet information for the consolidated obligor group of debt issued by Sprint is presented in the table below:

(in millions) March 31, 2025 December 31, 2024

(in millions) June 30, 2025 December 31, 2024

Current assets $ 16,486 $ 10,970

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Due to related parties 2,074 2,098

(1) The decrease in Due to non-guarantors was primarily driven by the impact of certain intercompany settlements during the three months ended March 31, 2025.

(1) The decrease in Due to non-guarantors was primarily driven by the impact of certain intercompany settlements during the six months ended June 30, 2025.

The summarized results of operations information for the consolidated obligor group of debt issued by Sprint is presented in the table below:

(in millions) Three Months Ended

March 31, 2025 Year Ended

(in millions) Six Months Ended

June 30, 2025 Year Ended

December 31, 2024

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The summarized balance sheet information for the consolidated obligor group of debt issued by Sprint Capital Corporation is presented in the table below:

(in millions) March 31, 2025 December 31, 2024

(in millions) June 30, 2025 December 31, 2024

Current assets $ 16,486 $ 10,970

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Due to related parties 2,074 2,098

(1) The decrease in Due to non-guarantors was primarily driven by the impact of certain intercompany settlements during the three months ended March 31, 2025.

(1) The decrease in Due to non-guarantors was primarily driven by the impact of certain intercompany settlements during the six months ended June 30, 2025.

The summarized results of operations information for the consolidated obligor group of debt issued by Sprint Capital Corporation is presented in the table below:

(in millions) Three Months Ended

March 31, 2025 Year Ended

(in millions) Six Months Ended

June 30, 2025 Year Ended

December 31, 2024

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A postpaid account is generally defined as a billing account number that generates revenue.

Postpaid accounts generally consist of customers that are qualified for postpaid service utilizing phones, High Speed Internet modems, mobile internet devices (including tablets and hotspots), wearables, DIGITS and other connected devices (including SyncUP and IoT), where they generally pay after receiving service.

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

The following table sets forth the number of ending postpaid accounts:

As of March 31, Change

As of June 30, Change

(in thousands) 2025 2024 # %

Postpaid accounts (1)

31,502 30,316 1,186 4 %

(1) In the second quarter of 2025, we acquired 85,000 postpaid accounts from Lumos.

Postpaid Net Account Additions

The following table sets forth the number of postpaid net account additions:

Three Months Ended March 31, Change

Three Months Ended

June 30, Change Six Months Ended

June 30, Change

(in thousands) 2025 2024 # % 2025 2024 # %

Postpaid net account additions 318 301 17 6 % 523 519 4 1 %

Postpaid net account additions decreased 13,000, or 6%, for the three months ended March 31, 2025, primarily from higher account deactivations, including the impact from a growing account base and the temporary impact of current year rate plan optimizations, partially offset by higher gross account additions.

A customer is generally defined as a SIM number with a unique T-Mobile identifier which is associated with an account that generates revenue.

Customers are qualified either for postpaid service utilizing phones, High Speed Internet modems, mobile internet devices (including tablets and hotspots), wearables, DIGITS and other connected devices (including SyncUP and IoT), where they generally pay after receiving service, or prepaid service, where they generally pay in advance of receiving service.

Postpaid net account additions increased 17,000, or 6%, for the three months ended, primarily from higher gross account additions, partially offset by higher account deactivations, including the impact from a growing account base and the temporary impact of current year rate plan optimizations and lower 5G broadband-only account additions.

Postpaid net account additions increased slightly for the six months ended June 30, 2025, primarily from higher gross account additions, mostly offset by higher account deactivations, including the impact from a growing account base and the temporary impact of current year rate plan optimizations and lower 5G broadband-only account additions.

A customer is generally defined as a SIM number with a unique T-Mobile identifier that is associated with an account that generates revenue.

Customers are qualified either for postpaid service utilizing phones, 5G broadband modems, fiber connections, mobile internet devices (including tablets and hotspots), wearables, DIGITS and other connected devices (including SyncUP and IoT), where they generally pay after receiving service, or prepaid service, where they generally pay in advance of receiving service.

The following table sets forth the number of ending customers:

As of March 31, Change

As of June 30, Change

(in thousands) 2025 2024 # %

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Postpaid other customers (1)

26,946 23,365 3,581 15 %

Total postpaid customers 107,284 100,610 6,674 7 %

Prepaid customers (2)

25,494 25,283 211 1 %

Total customers 132,778 125,893 6,885 5 %

High Speed Internet customers included in Postpaid other customers were 6,129,000 and 4,634,000 as of March 31, 2025 and 2024, respectively.

High Speed Internet customers included in Prepaid customers were 725,000 and 547,000 as of March 31, 2025 and 2024, respectively.

Net Customer Additions (Losses)

The following table sets forth the number of net customer additions (losses):

Three Months Ended March 31, Change

Adjustments to customers (1) (2)

97 3,504 (3,407) (97) %

(1) In the second quarter of 2025, we acquired 97,000 fiber customers from Lumos.

(2) In the second quarter of 2024, we acquired 3,504,000 prepaid customers through the Ka’ena Acquisition, which includes the impact of certain base adjustments to align the policies of Ka’ena and T-Mobile.

5G broadband customers included in Postpaid other customers were 6,556,000 and 4,992,000 as of June 30, 2025 and 2024, respectively.

5G broadband customers included in Prepaid customers were 752,000 and 595,000 as of June 30, 2025 and 2024, respectively.

Net Customer Additions

The following table sets forth the number of net customer additions:

Three Months Ended

June 30, Change Six Months Ended

June 30, Change

(in thousands) 2025 2024 # % 2025 2024 # %

Net customer additions (losses)

Net customer additions

Postpaid phone customers 830 777 53 7 % 1,325 1,309 16 1 %

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Total net customer additions 1,771 1,517 254 17 % 3,153 2,689 464 17 %

Total net customer additions increased 210,000, or 18%, primarily from:

Adjustments to customers (1) (2)

97 3,504 (3,407) (97) % 97 3,504 (3,407) (97) %

(1) In the second quarter of 2025, we acquired 97,000 fiber customers from Lumos.

Total net customer additions increased 254,000, or 17%, for the three months ended and increased 464,000, or 17%, for the six months ended June 30, 2025.

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

• Higher postpaid other net customer additions, primarily due to

• Higher net additions from mobile internet devices, primarily due to higher prior year deactivations of lower ARPU mobile internet devices in the educational sector activated during the Pandemic and no longer needed;

• Higher 5G broadband net additions;

partially offset by

• Increased deactivations from a growing customer base;

• Lower net additions from wearables;

• Higher postpaid phone net customer additions, primarily from higher gross additions and higher prepaid to postpaid migrations, partially offset by higher churn, primarily driven by the temporary impact of current year rate plan optimizations and increased deactivations from a growing customer base;

partially offset by

• Lower prepaid net customer additions, primarily from increased deactivations from a growing customer base, primarily due to the Ka’ena Acquisition, higher churn, and higher prepaid to postpaid migrations, partially offset by higher gross additions primarily due to the Ka’ena Acquisition;

• 5G broadband net customer additions included in postpaid other net customer additions were 427,000 and 358,000 for the three months ended June 30, 2025 and 2024, respectively.

5G broadband net customer additions included in prepaid net customer additions were 27,000 and 48,000 for the three months ended June 30, 2025 and 2024, respectively.

The increase for the six months ended June 30, 2025, was primarily from:

• Higher postpaid other net customer additions, primarily due to

• Higher net additions from other connected devices;

• Higher net additions from mobile internet devices;

• Higher net additions from High Speed Internet;

• Higher 5G broadband net additions;

partially offset by

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• Lower net additions from wearables;

• Higher prepaid net customer additions, primarily from higher net additions following the Ka’ena Acquisition and lower prepaid to postpaid migrations, partially offset by continued moderation of prepaid industry growth;

• Slightly higher postpaid phone net customer additions, primarily from higher gross additions and higher prepaid to postpaid migrations, mostly offset by higher churn, primarily driven by the temporary impact of current year rate plan optimizations and increased deactivations from a growing customer base;

partially offset by

• Lower postpaid phone net customer additions from higher churn, primarily driven by the temporary impact of current year rate plan optimizations, increased deactivations from a growing customer base and lower prepaid to postpaid migrations, partially offset by higher gross additions.

• High Speed Internet net customer additions included in postpaid other net customer additions were 387,000 and 346,000 for the three months ended March 31, 2025 and 2024, respectively.

High Speed Internet net customer additions included in prepaid net customer additions (losses) were 37,000 and 59,000 for the three months ended March 31, 2025 and 2024, respectively.

• 5G broadband net customer additions included in postpaid other net customer additions were 814,000 and 704,000 for the six months ended June 30, 2025 and 2024, respectively.

5G broadband net customer additions included in prepaid net customer additions were 64,000 and 107,000 for the six months ended June 30, 2025 and 2024, respectively.

Churn represents the number of customers whose service was deactivated as a percentage of the average number of customers during the specified period further divided by the number of months in the period.

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The following table sets forth the churn:

Three Months Ended March 31, Change

Postpaid phone churn 0.91 % 0.86 % 5 bps

Prepaid churn 2.68 % 2.75 % -7 bps

Postpaid phone churn increased 5 basis points, primarily from the temporary impact of current year rate plan optimizations.

Prepaid churn decreased 7 basis points, primarily driven by the inclusion of prepaid customers associated with the Ka’ena Acquisition with lower churn.

Three Months Ended

June 30, Change Six Months Ended

June 30, Change

2025 2024 2025 2024

Postpaid phone churn 0.90 % 0.80 % 10 bps 0.90 % 0.83 % 7 bps

Prepaid churn 2.65 % 2.54 % 11 bps 2.67 % 2.64 % 3 bps

Postpaid phone churn increased 10 basis points for the three months ended and increased 7 basis points for the six months ended June 30, 2025, primarily from the temporary impact of current year rate plan optimizations.

Prepaid churn increased 11 basis points for the three months ended June 30, 2025, primarily due to normalized switching activity.

Prepaid churn increased 3 basis points for the six months ended June 30, 2025, primarily due to normalized switching activity, partially offset by the inclusion of prepaid customers associated with the Ka’ena Acquisition with lower churn.

Postpaid Average Revenue Per Account

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Postpaid ARPA is calculated as Postpaid revenues for the specified period divided by the average number of postpaid accounts during the period, further divided by the number of months in the period.

We believe postpaid ARPA provides management, investors and analysts with useful information to assess and evaluate our postpaid service revenue realization and

assists in forecasting our future postpaid service revenues on a per account basis.

We consider postpaid ARPA to be indicative of our revenue growth potential given the increase in the average number of postpaid phone customers per account and increases in postpaid other customers, including High Speed Internet, mobile internet devices (including tablets and hotspots), wearables, DIGITS and other connected devices (including SyncUP and IoT).

We believe postpaid ARPA provides management, investors and analysts with useful information to assess and evaluate our postpaid service revenue realization and assists in forecasting our future postpaid service revenues on a per account basis.

We consider postpaid ARPA to be indicative of our revenue growth potential given the increase in the average number of postpaid phone customers per account and increases in postpaid other customers, including 5G broadband, fiber, mobile internet devices (including tablets and hotspots), wearables, DIGITS and other connected devices (including SyncUP and IoT).

The following table sets forth our operating measure ARPA:

(in dollars) Three Months Ended March 31, Change

(in dollars) Three Months Ended

June 30, Change Six Months Ended

June 30, Change

2025 2024 $ % 2025 2024 $ %

Postpaid ARPA $ 149.87 $ 142.54 $ 7.33 5 % $ 148.06 $ 141.71 $ 6.35 4 %

Postpaid ARPA increased $5.34, or 4%, primarily from:

• An increase in customers per account, including from the continued adoption of High Speed Internet;

Postpaid ARPA increased $7.33, or 5%, for the three months ended and increased $6.35, or 4%, for the six months ended June 30, 2025.

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

• The positive impact from rate plan optimizations and higher fee revenue, including from the adoption of new tax and fee exclusive plans;

• An increase in customers per account, including from the continued adoption of 5G broadband and the continued growth of T-Mobile for Business customers;

• Higher premium services, primarily high-end rate plans, net of contra-revenues for content included in such plans, and discounts for specific affinity groups, such as 55+, military and first responders;

• The positive impact from prior year rate plan optimizations;

partially offset by

• Increased promotional activity;

• An increase in total High Speed Internet only accounts.

• An increase in 5G broadband and fiber-only accounts.

The increase for the six months ended June 30, 2025, was primarily from:

• An increase in customers per account, including from the continued adoption of 5G broadband and the continued growth of T-Mobile for Business customers;

• The positive impact from rate plan optimizations and higher fee revenue, including from the adoption of new tax and fee exclusive plans;

partially offset by

• Increased promotional activity;

• An increase in 5G broadband and fiber-only accounts.

Average Revenue Per User

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We believe ARPU provides management, investors and analysts with useful information to assess and evaluate our service revenue per customer and assist in forecasting our future service revenues generated from our customer base.

Postpaid phone ARPU excludes postpaid other customers and related revenues, which include High Speed Internet, mobile internet devices (including tablets and hotspots), wearables, DIGITS and other connected devices (including SyncUP and IoT).

Postpaid phone ARPU excludes postpaid other customers and related revenues, which include 5G broadband, fiber, mobile internet devices (including tablets and hotspots), wearables, DIGITS and other connected devices (including SyncUP and IoT).

The following table sets forth our operating measure ARPU:

(in dollars) Three Months Ended March 31, Change

(in dollars) Three Months Ended

June 30, Change Six Months Ended

June 30, Change

2025 2024 $ % 2025 2024 $ %

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Postpaid Phone ARPU

Postpaid phone ARPU increased $0.59, or 1%, primarily from:

Postpaid phone ARPU increased $1.55, or 3%, for the three months ended and increased $1.07, or 2%, for the six months ended June 30, 2025, primarily from:

• The positive impact from rate plan optimizations and higher fee revenue, including from the adoption of new tax and fee exclusive plans;

• The positive impact from prior year rate plan optimizations;

partially offset by

• Increased promotional activity, including the success of bundled offerings and continued growth in T-Mobile for Business customers with lower ARPU given large account sizes.

Prepaid ARPU decreased $2.51, or 7%, primarily from the inclusion of prepaid customers with lower ARPU associated with the Ka’ena Acquisition.

• Increased promotional activity, including the success of bundled offerings;

• Continued growth in T-Mobile for Business customers with lower ARPU given larger account sizes.

Prepaid ARPU decreased $1.31, or 4%, for the three months ended and decreased $1.87, or 5%, for the six months ended June 30, 2025, primarily from the inclusion of lower ARPU prepaid customers associated with the Ka’ena Acquisition.

Adjusted EBITDA and Core Adjusted EBITDA

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The following table illustrates the calculation of Adjusted EBITDA and Core Adjusted EBITDA and reconciles Adjusted EBITDA and Core Adjusted EBITDA to Net income, which we consider to be the most directly comparable GAAP financial measure:

Three Months Ended March 31, Change

Three Months Ended

June 30, Change Six Months Ended

June 30, Change

(in millions, except percentages) 2025 2024 $ % 2025 2024 $ %

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178 147 31 21 % 346 287 59 21 %

Sprint Merger-related costs — 130 (130) (100) %

Sprint Merger-related (gain) costs, net (2)

— (9) 9 (100) % — 121 (121) (100) %

UScellular Merger-related costs (3)

Legal-related expenses, net (3)

33 — 33 NM 47 — 47 NM

Legal-related (recoveries) expenses, net (4)

(4) 15 (19) (127) % 2 15 (13) (87) %

Other, net (5)

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$ 8,541 $ 8,027 $ 514 6 % $ 16,799 $ 15,644 $ 1,155 7 %

Net income margin (Net income divided by Service revenues) 17 % 15 % 200 bps

Adjusted EBITDA margin (Adjusted EBITDA divided by Service revenues) 49 % 48 % 100 bps

Net income margin (Net income divided by Service revenues) 18 % 18 % — bps 18 % 16 % 200 bps

Adjusted EBITDA margin (Adjusted EBITDA divided by Service revenues) 49 % 49 % — bps 49 % 48 % 100 bps

Core Adjusted EBITDA margin (Core Adjusted EBITDA divided by Service revenues)

49 % 47 % 200 bps

49 % 49 % — bps 49 % 48 % 100 bps

(1) Stock-based compensation includes payroll tax impacts and may not agree with stock-based compensation expense on the condensed consolidated financial statements.

Additionally, certain stock-based compensation expenses associated with the Sprint Merger have been included in Sprint Merger-related costs.

Additionally, certain stock-based compensation expenses associated with the Sprint Merger have been included in Sprint Merger-related (gain) costs, net.

(2) Sprint Merger-related (gain) costs, net, for the three and six months ended June 30, 2024, includes the $100 million gain recognized for the extension fee previously paid by DISH associated with the license purchase agreement for 800 MHz spectrum licenses, which was not purchased.

(3) UScellular Merger-related costs generally include pre-merger consulting and legal fees.

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NM - Not meaningful

Core Adjusted EBITDA increased $641 million, or 8%, for the three months ended March 31, 2025.

Core Adjusted EBITDA increased $514 million, or 6%, for the three months ended and increased $1.2 billion, or 7%, for the six months ended June 30, 2025.

The components comprising Core Adjusted EBITDA are discussed further above.

The increase was primarily from:

The increase for the three and six months ended June 30, 2025, was primarily from:

• Higher Total service revenues;

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• Higher Selling, general and administrative expenses, excluding Special Items;

Adjusted EBITDA increased $607 million, or 8%, for the three months ended March 31, 2025, primarily due to the increase in Core Adjusted EBITDA, discussed above, partially offset by lower lease revenues, which decreased $34 million for the three months ended March 31, 2025.

• Higher Cost of services, excluding Special Items.

Adjusted EBITDA increased $494 million, or 6%, for the three months ended and increased $1.1 billion, or 7%, for the six months ended June 30, 2025, primarily due to the fluctuations in Core Adjusted EBITDA, discussed above, partially offset by lower lease revenues, which decreased $20 million for the three months ended and decreased $54 million for the six months ended June 30, 2025.

Liquidity and Capital Resources

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The following is a condensed schedule of our cash flows:

Three Months Ended March 31, Change

Three Months Ended

June 30, Change Six Months Ended

June 30, Change

(in millions) 2025 2024 $ % 2025 2024 $ %

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Net cash used in investing activities (1,559) (1,678) 119 (7) % (4,968) (3,465) (1,503) 43 %

Net cash provided by (used in) financing activities 3,193 (1,666) 4,859 (292) %

Net cash used in financing activities (7,205) (4,134) (3,071) 74 % (4,012) (5,800) 1,788 (31) %

Operating Activities

Net cash provided by operating activities increased $1.8 billion, or 35%, primarily from:

• A $1.1 billion decrease in net cash outflows from changes in working capital, primarily due to lower use of cash from Accounts payable and accrued liabilities, Accounts receivable and Short- and long-term operating lease liabilities, partially offset by higher use of cash from Inventory, Equipment installment plan receivables and Other current and long-term assets;

Net cash provided by operating activities increased $1.5 billion, or 27%, for the three months ended and increased $3.2 billion, or 30%, for the six months ended June 30, 2025.

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

• A $1.3 billion decrease in net cash outflows from changes in working capital, primarily due to lower use of cash from Accounts receivable, Other current and long-term liabilities and Short- and long-term operating lease liabilities, partially offset by higher use of cash from Other current and long-term assets;

• A $205 million increase in Net income, adjusted for non-cash income and expenses.

• Net cash provided by operating activities includes the impact of the Pledge Amendments as described below.

• Net cash provided by operating activities includes the impact of $61 million and $293 million in net payments for Sprint Merger-related costs for the three months ended March 31, 2025 and 2024, respectively.

• Net cash provided by operating activities includes the impact of $61 million and $241 million in net payments for Sprint Merger-related costs for the three months ended June 30, 2025 and 2024, respectively.

The increase for the six months ended June 30, 2025, was primarily from:

• A $2.4 billion decrease in net cash outflows from changes in working capital, primarily due to lower use of cash from Accounts payable and accrued liabilities, Accounts receivable, Short- and long-term operating lease liabilities and Other current and long-term liabilities, partially offset by higher use of cash from Inventory, Other current and long-term assets and Equipment installment plan receivables;

• An $868 million increase in Net income, adjusted for non-cash income and expenses.

• Net cash provided by operating activities includes the impact of the Pledge Amendments as described below.

• Net cash provided by operating activities includes the impact of $122 million and $534 million in net payments for Sprint Merger-related costs for the six months ended June 30, 2025 and 2024, respectively.

Investing Activities

Net cash used in investing activities increased $1.6 billion, or 91%.

The use of cash was primarily from:

Net cash used in investing activities decreased $119 million, or 7%, for the three months ended and increased $1.5 billion, or 43%, for the six months ended June 30, 2025.

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

• $2.4 billion in Purchases of property and equipment, including capitalized interest, from the continued build-out of our nationwide 5G network;

• $908 million in Investments in unconsolidated affiliates, net, primarily from the joint acquisition of Lumos;

• $842 million in Purchases of spectrum and intangible assets, including the remaining 600 MHz spectrum licenses purchased from Channel 51 License Co LLC and LB License Co, LLC (see Note 6 – Goodwill, Spectrum License Transactions and Other Intangible Assets of the Notes to the Condensed Consolidated Financial Statements);

partially offset by

• $2.1 billion in Proceeds from the sale of property, equipment and intangible assets, primarily from the sale of a portion of the 3.45 GHz licenses to N77 License Co LLC (see Note 6 – Goodwill, Spectrum License Transactions and Other Intangible Assets of the Notes to the Condensed Consolidated Financial Statements).

The use of cash for the six months ended June 30, 2025, was primarily from:

• $4.8 billion in Purchases of property and equipment, including capitalized interest, from the continued build-out of our nationwide 5G network;

• $983 million in Investments in unconsolidated affiliates, net, primarily from the joint acquisition of Lumos;

• $915 million in Purchases of spectrum and intangible assets, including the remaining 600 MHz spectrum licenses purchased from Channel 51 License Co LLC and LB License Co, LLC (see Note 6 – Goodwill, Spectrum License Transactions and Other Intangible Assets of the Notes to the Condensed Consolidated Financial Statements) ;

• $726 million of cash consideration, net of cash acquired, related to our acquisitions of Vistar and Blis;

Financing Activities

Net cash provided by financing activities increased $4.9 billion from a net use of cash for the three months ended March 31, 2024, to a net source of cash for the three months ended March 31, 2025.

The net source of cash was primarily from:

• $7.8 billion in Proceeds from issuance of long-term debt;

partially offset by

Financing Activities

Net cash used in financing activities increased $3.1 billion, or 74%, for the three months ended and decreased $1.8 billion, or 31%, for the six months ended June 30, 2025.

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

• $3.3 billion in Repayments of long-term debt;

• $2.6 billion in Repurchases of common stock;

• $996 million in Dividends on common stock;

• $331 million in Repayments of financing lease obligations.

The use of cash for the six months ended June 30, 2025, was primarily from:

• $5.0 billion in Repurchases of common stock;

• $3.7 billion in Repayments of long-term debt;

• $2.0 billion in Dividends on common stock;

• $479 million in Repayments of long-term debt;

• $646 million in Repayments of financing lease obligations;

• $302 million in Tax withholdings on share-based awards;

partially offset by

• $7.8 billion in Proceeds from issuance of long-term debt, net.

Cash and Cash Equivalents

As of March 31, 2025, our Cash and cash equivalents were $12.0 billion compared to $5.4 billion at December 31, 2024.

As of June 30, 2025, our Cash and cash equivalents were $10.3 billion compared to $5.4 billion at December 31, 2024.

Adjusted Free Cash Flow

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The table below provides a reconciliation of Adjusted Free Cash Flow to Net cash provided by operating activities, which we consider to be the most directly comparable GAAP financial measure:

Three Months Ended March 31, Change

Three Months Ended

June 30, Change Six Months Ended

June 30, Change

(in millions, except percentages) 2025 2024 $ % 2025 2024 $ %

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Adjusted Free Cash Flow $ 4,596 $ 4,439 $ 157 4 % $ 8,992 $ 7,786 $ 1,206 15 %

Net cash provided by operating activities margin (Net cash provided by operating activities divided by Service revenues) 40 % 32 % 800 bps

Adjusted Free Cash Flow margin (Adjusted Free Cash Flow divided by Service revenues) 26 % 21 % 500 bps

Adjusted Free Cash Flow increased $1.0 billion, or 31%, for the three months ended March 31, 2025, primarily from:

Net cash provided by operating activities margin (Net cash provided by operating activities divided by Service revenues) 40 % 34 % 600 bps 40 % 33 % 700 bps

Adjusted Free Cash Flow margin (Adjusted Free Cash Flow divided by Service revenues) 26 % 27 % -100 bps 26 % 24 % 200 bps

Adjusted Free Cash Flow increased $157 million, or 4%, for the three months ended and increased $1.2 billion, or 15%, for the six months ended June 30, 2025.

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

• Higher Net cash provided by operating activities, as described above;

• Lower Cash purchases of property and equipment, including capitalized interest, driven by planned timing of capital purchases;

partially offset by

• Proceeds related to beneficial interests in securitization transactions recognized in the prior year;

• Adjusted Free Cash Flow includes the impact of $61 million and $293 million for the three months ended March 31, 2025 and 2024, respectively, in net payments for Sprint Merger-related costs.

During the three months ended March 31, 2025 and 2024, there were no significant net cash proceeds from securitization.

• Higher Cash purchases of property and equipment, including capitalized interest, driven by planned timing of capital purchases.

• Adjusted Free Cash Flow includes the impact of $61 million and $241 million for the three months ended June 30, 2025 and 2024, respectively, in net payments for Sprint Merger-related costs.

The increase for the six months ended June 30, 2025, was primarily from:

• Higher Net cash provided by operating activities, as described above;

partially offset by

• Proceeds related to beneficial interests in securitization transactions recognized in the prior year;

• Higher Cash purchases of property and equipment, including capitalized interest, driven by planned timing of capital purchases.

• Adjusted Free Cash Flow includes the impact of $122 million and $534 million for the six months ended June 30, 2025 and 2024, respectively, in net payments for Sprint Merger-related costs.

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

On October 22, 2024, we executed amendments (the “Pledge Amendments”) to the EIP Sale Arrangement and the Service Receivable Sale Arrangement (as discussed in Note 5 – Sales of Certain Receivables of the Notes to the Condensed Consolidated Financial Statements).

Following the effective date of the Pledge Amendments of November 1, 2024, all cash proceeds associated with the sale of such receivables, a portion of which, prior to November 1, 2024, were recognized as Proceeds related to beneficial interests in securitization transactions within Net cash used in investing activities on our Condensed Consolidated Statements of Cash Flows, were recognized as operating cash flows.

Condensed Consolidated Statements of Cash Flows, were recognized as operating cash flows.

The Pledge Amendments did not have a net impact on Adjusted Free Cash Flow.

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We maintain a revolving credit facility (the “Revolving Credit Facility”) with an aggregate commitment amount of $7.5 billion.

As of March 31, 2025, there was no outstanding balance under the Revolving Credit Facility.

As of June 30, 2025, there was no outstanding balance under the Revolving Credit Facility.

We maintain an unsecured short-term commercial paper program with the ability to borrow up to $2.0 billion from time to time.

This program supplements our other available external financing arrangements and proceeds are expected to be used for general corporate purposes.

As of March 31, 2025, there was no outstanding balance under this program.

As of June 30, 2025, there was no outstanding balance under this program.

Debt Financing

On January 31, 2025, our wholly owned subsidiary, T-Mobile USA, Inc., entered into a credit agreement with certain financial institutions, backed by an Export Credit Agency (the “ECA Facility”), providing for a loan of up to $1.0 billion.

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

As of March 31, 2025, our total debt and financing lease liabilities were $88.0 billion, excluding our tower obligations, of which $77.5 billion was classified as long-term debt and $1.1 billion was classified as long-term financing lease liabilities.

During the three months ended March 31, 2025, we issued long-term debt for net proceeds of $7.8 billion, including proceeds from the ECA Facility, and repaid short-term debt with an aggregate principal amount of $479 million.

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

As of June 30, 2025, our total debt and financing lease liabilities were $85.3 billion, excluding our tower obligations, of which $76.5 billion was classified as long-term debt and $1.2 billion was classified as long-term financing lease liabilities.

During the six months ended June 30, 2025, we issued long-term debt for net proceeds of $7.8 billion, including proceeds from the ECA Facility, and repaid short-term debt with an aggregate principal amount of $3.7 billion.

For more information regarding our debt financing transactions, see Note 8 – Debt of the Notes to the Condensed Consolidated Financial Statements.

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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.

On September 12, 2023, we entered into a License Purchase Agreement with Comcast (the “Comcast License Purchase Agreement”), pursuant to which we will acquire spectrum in the 600 MHz band from Comcast in exchange for total cash consideration of between $1.2 billion and $3.3 billion, subject to an application for FCC approval.

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

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.

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

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

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

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

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

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

Lumos Joint Venture

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

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

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

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

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

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

In addition, pursuant to the

definitive agreement, we expect to make an additional capital contribution of approximately $500 million 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.

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

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

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

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

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

Acquisition of UScellular Wireless Operations

On May 24, 2024, we entered into a securities purchase agreement with UScellular pursuant to which, among other things, we will acquire substantially all of UScellular’s wireless operations and select spectrum assets for an aggregate purchase price of approximately $4.4 billion, payable in cash and the assumption of up to $2.0 billion of debt through 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.

Acquisition of UScellular Wireless Business

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

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

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

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.

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

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

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

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On July 18, 2024, we entered into a definitive agreement with KKR to establish a joint venture to acquire Metronet.

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.

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

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

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

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

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

In exchange, we transferred cash of $621 million.

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

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

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

In exchange, we transferred cash of $180 million.

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

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We have arrangements, as amended from time to time, to sell certain EIP accounts receivable and service accounts receivable on a revolving basis as a source of liquidity.

As of March 31, 2025, we derecognized net receivables of $1.6 billion upon sale through these arrangements.

As of June 30, 2025, we derecognized net receivables of $1.6 billion upon sale through these arrangements.

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

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

We were in compliance with all restrictive debt covenants as of March 31, 2025.

We were in compliance with all restrictive debt covenants as of June 30, 2025.

Financing Lease Facilities

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We expect to enter into up to a total of $1.2 billion in financing lease commitments during the year ending December 31, 2025.

As of March 31, 2025, we have entered into $10.2 billion of financing leases under these financing lease facilities, of which $243 million was executed during the three months ended March 31, 2025.

As of June 30, 2025, we have entered into $10.6 billion of financing leases under these financing lease facilities, of which $424 million and $667 million was executed during the three and six months ended June 30, 2025, respectively.

Capital Expenditures

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• Approximately $19.0 billion in a discretionary and flexible envelope for potential activities, which may include de-levering, investments in our core business, strategic investments, and/or additional capital returns to stockholders beyond the $50.0 billion initial allocation;

• Approximately $11.0 billion for announced transactions, including the acquisitions closed during the three months ended March 31, 2025.

• Approximately $11.0 billion for announced transactions, including the acquisitions closed during the six months ended June 30, 2025.

See Note 2 - Business Combinations , Note 3 - Joint Ventures and Note 6 – Goodwill, Spectrum License Transactions and Other Intangible Assets for additional information.

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

On February 6, 2025, our Board of Directors declared a cash dividend of $0.88 per share on our issued and outstanding common stock, which 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.

As of March 31, 2025, $993 million for dividends payable is presented within Other current liabilities on our Condensed Consolidated Balance Sheets.

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.

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 under the 2025 Stockholder Return Program.

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 was presented within Net cash used in financing activities on our Condensed Consolidated Statements of Cash Flows.

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

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

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

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

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

For additional information regarding the 2025 Stockholder Return Program, see Note 12 – Stockholder Return Program of the Notes to the Condensed Consolidated Financial Statements.

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

As of April 17, 2025, DT and SoftBank held, directly or indirectly, approximately 51.8% and 7.5%, respectively, of the outstanding T-Mobile common stock, with the remaining approximately 40.7% of the outstanding T-Mobile common stock held by other stockholders.

As a result of the Proxy, Lock-Up and ROFR Agreement, dated April 1, 2020, by and between DT and SoftBank, DT has voting control, as of April 17, 2025, over approximately 59.0% of the outstanding T-Mobile common stock.

As of July 18, 2025, DT and SoftBank held, directly or indirectly, approximately 52.2% and 5.7%, respectively, of the outstanding T-Mobile common stock, with the remaining approximately 42.1% of the outstanding T-Mobile common stock held by other stockholders.

As a result of the Proxy, Lock-Up and ROFR Agreement, dated April 1, 2020, by and between DT and SoftBank, DT has voting control, as of July 18, 2025, over approximately 57.5% of the outstanding T-Mobile common stock.

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

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affiliates in compliance with applicable law, and whether or not the activities are sanctionable under U.S.

As of the date of this report, we are not aware of any activity, transaction or dealing by us or any of our affiliates for the three months ended March 31, 2025, that requires disclosure in this report under Section 13(r) of the Exchange Act, except as set forth below with respect to affiliates that we do not control and that are our affiliates solely due to their common control with either DT or SoftBank.

As of the date of this report, we are not aware of any activity, transaction or dealing by us or any of our affiliates for the three months ended June 30, 2025, that requires disclosure in this report under Section 13(r) of the Exchange Act, except as set forth below with respect to affiliates that we do not control and that are our affiliates solely due to their common control with either DT or SoftBank.

We have relied upon DT and SoftBank for information regarding their respective activities, transactions and dealings.

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Irancell Telecommunications Services Company, Telecommunication Kish Company, Mobile Telecommunication Company of Iran, and Telecommunication Infrastructure Company of Iran.

In addition, during the three months ended March 31, 2025, DT, through certain of its non-U.S.

subsidiaries, provided basic telecommunications services to seven customers in Germany identified on the Specially Designated Nationals and Blocked Persons List maintained by the U.S.

In addition, during the three months ended June 30, 2025, DT, through certain of its non-U.S.

subsidiaries, provided basic telecommunications services to seven customers in Germany identified on

the Specially Designated Nationals and Blocked Persons List maintained by the U.S.

Department of Treasury’s Office of Foreign Assets Control:

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These services are in the process of being terminated, in particular by undertaking appropriate legal steps before German courts.

For the three months ended March 31, 2025, gross revenues of all DT affiliates generated by roaming and interconnection traffic and telecommunications services with the Iranian parties identified herein were less than $0.1 million, and the estimated net profits were less than $0.1 million.

For the three months ended June 30, 2025, gross revenues of all DT affiliates generated by roaming and interconnection traffic and telecommunications services with the Iranian parties identified herein were less than $0.1 million, and the estimated net profits were less than $0.1 million.

In addition, DT, through certain of its non-U.S.

subsidiaries that operate a fixed-line network in their respective European home countries (in particular, Germany), provides telecommunications services in the ordinary course of business to the Embassy of Iran in those European countries.

Gross revenues and net profits recorded from these activities for the three months ended March 31, 2025, were less than $0.1 million.

Gross revenues and net profits recorded from these activities for the three months ended June 30, 2025, were less than $0.1 million.

We understand that DT intends to continue these activities.

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subsidiaries, provides roaming services in Iran through Irancell Telecommunications Services Company.

During the three months ended March 31, 2025, SoftBank had no gross revenues from such services, and no net profit was generated.

During the three months ended June 30, 2025, SoftBank had no gross revenues from such services, and no net profit was generated.

We understand that the SoftBank subsidiary intends to continue such services.

This subsidiary also provides telecommunications services in the ordinary course of business to accounts affiliated with the Embassy of Iran in Japan.

During the three months ended March 31, 2025, SoftBank estimates that gross revenues and net profit generated by such services were both under $0.1 million.

During the three months ended June 30, 2025, SoftBank estimates that gross revenues and net profit generated by such services were both under $0.1 million.

We understand that the SoftBank subsidiary is obligated under contract and intends to continue such services.

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indirect subsidiaries, provides office supplies to the Embassy of Iran in Japan.

SoftBank estimates that gross revenues and net profit generated by such services during the three months ended March 31, 2025, were both under $0.1 million.

SoftBank estimates that gross revenues and net profit generated by such services during the three months ended June 30, 2025, were both under $0.1 million.

We understand that the SoftBank subsidiary intends to continue such activities.

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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 2. Management’s Discussion and Analysis