T-Mobile US, Inc.

Previous wording

Investors and others should note that we announce material information to our investors using our investor relations website (https://investor.t-mobile.com), newsroom website (https://t-mobile.com/news), press releases, SEC filings and public conference calls and webcasts. We intend to also use certain social media accounts as a means of disclosing information about us and our services and for complying with our disclosure obligations under Regulation FD (the @TMobileIR X account (https://x.com/TMobileIR), the @MikeSievert X account (https://x.com/MikeSievert) and our Chief Executive Officer’s LinkedIn account (https://www.linkedin.com/in/sievert), both of which Mr. Sievert also uses as a means for personal communications and observations, and the @TMobileCFO X account (https://x.com/tmobilecfo) and our Chief Financial Officer’s LinkedIn account (https://www.linkedin.com/in/peter-osvaldik-3887394), both of which Mr. Osvaldik also uses as a means for personal communication and observations). The information we post through these social media channels may be deemed material. Accordingly, investors should monitor these social media channels in addition to following our press releases, SEC filings and public conference calls and webcasts. The social media channels that we intend to use as a means of disclosing the information described above may be updated from time to time as listed on our investor relations website.

Current wording

Investors and others should note that we announce material information to our investors using our investor relations website (https://investor.t-mobile.com), newsroom website (https://t-mobile.com/news), press releases, SEC filings and public conference calls and webcasts. We intend to also use certain social media accounts as a means of disclosing information about us and our services and for complying with our disclosure obligations under Regulation FD (the @TMobileIR X account (https://x.com/TMobileIR), the @MikeSievert X account (https://x.com/MikeSievert) and our Chief Executive Officer’s LinkedIn account (https://www.linkedin.com/in/sievert), both of which Mr. Sievert also uses as a means for personal communications and observations, the @SriniGopalan X account (https://x.com/SriniGopalan) and our COO’s LinkedIn account (https://www.linkedin.com/in/srini-gopalan/), both of which Mr. Gopalan also uses as a means for personal communications and observations, and the @TMobileCFO X account (https://x.com/tmobilecfo) and our Chief Financial Officer’s LinkedIn account (https://www.linkedin.com/in/peter-osvaldik-3887394), both of which Mr. Osvaldik also uses as a means for personal communication and observations). The information we post through these social media channels may be deemed material. Accordingly, investors should monitor these social media channels in addition to following our press releases, SEC filings and public conference calls and webcasts. The social media channels that we intend to use as a means of disclosing the information described above may be updated from time to time as listed on our investor relations website.

Previous wording

Our MD&A is provided as a supplement to, and should be read together with, our unaudited condensed consolidated financial statements as of and for the three and six months ended June 30, 2025, included in Part I, Item 1 of this Form 10-Q, and audited consolidated financial statements, included in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2024. Except as expressly stated, the financial condition and results of operations discussed throughout our MD&A are those of T-Mobile US, Inc. and its consolidated subsidiaries.

Current wording

Our MD&A is provided as a supplement to, and should be read together with, our unaudited condensed consolidated financial statements as of and for the three and nine months ended September 30, 2025, included in Part I, Item 1 of this Form 10-Q, and audited consolidated financial statements, included in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2024. Except as expressly stated, the financial condition and results of operations discussed throughout our MD&A are those of T-Mobile US, Inc. and its consolidated subsidiaries.

Previous wording

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”).

Current wording

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

Previous wording

On May 23, 2025, we launched exchange offers for any and all of certain outstanding senior notes of UScellular. In conjunction with the Exchange Offers, we also solicited consents for each series of the outstanding senior notes of UScellular to effect a number of amendments to the applicable indenture under which each such series of notes were issued and are governed. As of July 1, 2025, the total principal amount of certain outstanding UScellular senior notes validly tendered was $1.7 billion. To the extent any debtholders do not participate in the Exchange Offers, their senior notes will continue as obligations of UScellular, and the cash portion of the purchase price will be correspondingly increased. The consummation of the Exchange Offers and Consent Solicitations are subject to the closing of the UScellular Acquisition and will expire on August 1, 2025.

Current wording

On May 23, 2025, we launched exchange offers (the “Exchange Offers”) for any and all of certain outstanding senior notes of UScellular for new notes of T-Mobile with the same interest rate, interest payment dates, maturity dates and redemption terms as each corresponding series of senior notes of UScellular. In conjunction with the Exchange Offers, we also solicited consents for each series of the outstanding senior notes of UScellular to effect a number of amendments to the applicable indenture under which each such series of notes were issued and are governed (the “Consent Solicitations”). The consummation of the Exchange Offers and Consent Solicitations were subject to the closing of the UScellular acquisition, which occurred on August 1, 2025.

Previous wording

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

Current wording

On July 22, 2025, we entered into asset purchase agreements for the acquisition of substantially all of the wireless operations assets (together with UScellular’s wireless operations and select spectrum assets, the “UScellular Wireless Business”) of each of Farmers Cellular Telephone Company, Inc., Iowa RSA No. 9 Limited Partnership, and Iowa RSA No. 12 Limited Partnership (collectively, the “Iowa Entities”) for an aggregate purchase price of $175 million payable in cash. Prior to our acquisition of the Iowa Entities, UScellular held a minority interest in each of the Iowa Entities.

Previous wording

On May 1, 2024 (the “Ka’ena Acquisition Date”), we completed the merger with Ka’ena Corporation and its subsidiaries, including, among others, Mint Mobile LLC (collectively, “Ka’ena”), and as a result, Ka’ena became a wholly owned subsidiary of T-Mobile (the “Ka’ena Acquisition”). The total purchase price consists of an upfront payment on the Ka’ena Acquisition Date and an earnout payable on August 1, 2026. On the Ka’ena Acquisition Date, and in satisfaction of the upfront payment, we transferred $420 million in cash and 3,264,952 shares of T-Mobile common stock valued at $536 million as determined based on its closing market price on April 30, 2024, for a total payment fair value of $956 million. A portion of the upfront payment made on the Ka’ena Acquisition Date was for the settlement of the preexisting wholesale relationship with Ka’ena. The amount of the upfront payment was subject to customary adjustments, and as a result of such adjustments, $17 million of the upfront payment was returned to T-Mobile during the fourth quarter of 2024, which resulted in a commensurate increase in the maximum payable in satisfaction of the earnout.

Current wording

On May 1, 2024 (the “Ka’ena Acquisition Date”), we completed the merger with Ka’ena Corporation and its subsidiaries, including, among others, Mint Mobile LLC (collectively, “Ka’ena”), and as a result, Ka’ena became a wholly owned subsidiary of T-Mobile (the “Ka’ena Acquisition”). The total purchase price consists of an upfront payment on the Ka’ena Acquisition Date and an earnout payable in the third quarter of 2026. On the Ka’ena Acquisition Date, and in satisfaction of the upfront payment, we transferred $420 million in cash and 3,264,952 shares of T-Mobile common stock valued at $536 million as determined based on its closing market price on April 30, 2024, for a total payment fair value of $956 million. A portion of the upfront payment made on the Ka’ena Acquisition Date was for the settlement of the preexisting wholesale relationship with Ka’ena. The amount of the upfront payment was subject to customary adjustments, and as a result of such adjustments, $17 million of the upfront payment was returned to T-Mobile during the fourth quarter of 2024, which resulted in a commensurate increase in the maximum payable in satisfaction of the earnout.

Previous wording

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.

Current wording

Sprint Merger-related costs were excluded from our calculations of Adjusted EBITDA and Core Adjusted EBITDA for the three and nine months ended September 30, 2024, which are non-GAAP financial measures, as we do not consider these costs to be reflective of our ongoing operating performance. See “Adjusted EBITDA and Core Adjusted EBITDA” in the “Performance Measures” section of this MD&A.

Previous wording

On April 24, 2024, we entered into a definitive agreement with a fund operated by EQT, EQT Infrastructure VI (“Fund VI”), to establish a joint venture between us and Fund VI to acquire Lumos (“Lumos”), a fiber-to-the-home platform, from EQT’s predecessor fund, EQT Infrastructure III. On April 1, 2025, we completed the joint acquisition of Lumos, upon the completion of certain customary closing conditions, including the receipt of certain regulatory approvals. During the three months ended June 30, 2025, we invested $932 million to acquire a 50% equity interest in the joint venture and 97,000 fiber customers. The funds invested by us will be used to fund future fiber builds. In addition, pursuant to the definitive agreement, we expect to make an additional capital contribution of approximately $500 million between 2027 and 2028 under the existing business plan. Following the joint acquisition, Lumos transitioned to a wholesale model where we are the anchor tenant owning residential and small business customer relationships. We account for the Lumos joint venture under the equity method of accounting with our proportionate share of earnings presented within Other (expense) income, net on our Condensed Consolidated Statements of Comprehensive Income. We recognize revenues for fiber customers and the related wholesale costs paid to the joint venture for network access within Postpaid revenues and Cost of services, respectively, on our Condensed Consolidated Statements of Comprehensive Income.

Current wording

On April 24, 2024, we entered into a definitive agreement with a fund operated by EQT, EQT Infrastructure VI (“Fund VI”), to establish a joint venture between us and Fund VI to acquire Lumos (“Lumos”), a fiber-to-the-home platform, from EQT’s predecessor fund, EQT Infrastructure III. On April 1, 2025, we completed the joint acquisition of Lumos, upon the completion of certain customary closing conditions, including the receipt of certain regulatory approvals. During the three months ended June 30, 2025, we invested $932 million to acquire a 50% equity interest in the joint venture and 97,000 fiber customers. The funds invested by us will be used by the joint venture to fund future fiber builds. In addition, pursuant to the definitive agreement, we expect to make an additional capital contribution of approximately $500 million between 2027 and 2028 under the existing business plan. Following the joint acquisition, Lumos transitioned to a wholesale model where we are the anchor tenant owning residential and small business customer relationships.

Previous wording

On July 18, 2024, we entered into a definitive agreement with KKR & Co. Inc. (“KKR”) to establish a joint venture to acquire Metronet Holdings, LLC and certain of its affiliates (collectively, “Metronet”), a fiber-to-the-home platform. At closing, we expect to invest approximately $4.6 billion, adjusted for Metronet’s incremental pre-close debt financing, to acquire a 50% equity interest in the joint venture and all existing residential fiber customers, as well as funding of the joint venture. We do not anticipate making further capital contributions following the closing under the existing business plan. Following the joint acquisition, Metronet will become a wholesale services provider, and its residential fiber retail operations and customers will transition to us. On July 9, 2025, we received all necessary regulatory approvals, and the joint acquisition of Metronet is expected to close on July 24, 2025. Upon closing of the transaction, we expect to account for the Metronet joint venture under the equity method of accounting and recognize revenues for fiber customers and the related wholesale costs paid to the joint venture for network access within Postpaid revenues and Cost of services, respectively, on our Condensed Consolidated Statements of Comprehensive Income.

Current wording

On July 18, 2024, we entered into a definitive agreement with KKR & Co. Inc. to establish a joint venture to acquire Metronet Holdings, LLC and certain of its affiliates (collectively, “Metronet”), a fiber-to-the-home platform. On July 24, 2025, we completed the joint acquisition of Metronet upon the completion of certain customary closing conditions, including the receipt of certain regulatory approvals. During the three months ended September 30, 2025, we invested $4.6 billion to acquire a 50% equity interest in the joint venture and 713,000 residential fiber customers. Following the joint acquisition, Metronet became a wholesale services provider, and its residential fiber retail operations and customers transitioned to us. We do not anticipate making further capital contributions under the existing business plan.

Previous wording

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.

Current wording

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

Previous wording

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.

Current wording

Total revenues increased $1.8 billion, or 9%, for the three months ended and increased $4.4 billion, or 7%, for the nine months ended September 30, 2025. The components of these changes are discussed below.

Previous wording

•Higher postpaid ARPA. See “Postpaid ARPA” in the “Performance Measures” section of this MD&A; and

Current wording

•Higher postpaid ARPA. See “Postpaid ARPA” in the “Performance Measures” section of this MD&A.

Previous wording

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:

Current wording

Wholesale and other service revenues increased $33 million, or 5%, for the three months ended and decreased $562 million, or 21%, for the nine months ended September 30, 2025.

Previous wording

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.

Current wording

Equipment revenues increased $258 million, or 8%, for the three months ended and increased $1.0 billion, or 11%, for the nine months ended September 30, 2025.

Previous wording

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

Current wording

•Higher average revenue per device sold, net of promotions, primarily driven by an increase in the high-end phone mix.

Previous wording

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

Current wording

•Higher average revenue per device sold, net of promotions, primarily driven by an increase in the high-end phone mix; and

Previous wording

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

Current wording

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

Previous wording

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.

Current wording

Total operating expenses increased $2.1 billion, or 13%, for the three months ended and increased $3.3 billion, or 7%, for the nine months ended September 30, 2025. The components of this change are discussed below.

Previous wording

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.

Current wording

Cost of services, exclusive of depreciation and amortization, increased $151 million, or 6%, for the three months ended and increased slightly for the nine months ended September 30, 2025.

Previous wording

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

Current wording

•A decrease of $173 million in Merger-related costs related to network decommissioning and integration recognized in the prior year.

Previous wording

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.

Current wording

Cost of equipment sales, exclusive of depreciation and amortization, increased $546 million, or 13%, for the three months ended and increased $1.5 billion, or 12%, for the nine months ended September 30, 2025.

Previous wording

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

Current wording

•An increase in device cost of equipment sales, primarily from:

Previous wording

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

Current wording

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

Previous wording

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:

Current wording

Selling, general and administrative expenses increased $829 million, or 16%, for the three months ended and increased $1.4 billion, or 9%, for the nine months ended September 30, 2025.

Previous wording

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

Current wording

The increase for the three months ended September 30, 2025, was primarily due to higher depreciation expense from assets acquired in the UScellular Acquisition.

Previous wording

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.

Current wording

•Higher depreciation expense from the acceleration of certain technology assets in the prior year; offset by

Previous wording

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.

Current wording

Operating income, the components of which are discussed above, decreased $266 million, or 6%, for the three months ended and increased $1.1 billion, or 8%, for the nine months ended September 30, 2025.

Previous wording

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.

Current wording

Interest expense, net increased $88 million, or 11%, for the three months ended and increased $192 million, or 7%, for the nine months ended September 30, 2025, primarily from higher interest expense due to higher average debt outstanding and a higher average effective interest rate.

Previous wording

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.

Current wording

Income before income taxes, the components of which are discussed above, was $3.5 billion and $4.0 billion for the three months ended September 30, 2025 and 2024, respectively, and $11.6 billion and $10.9 billion for the nine months ended September 30, 2025 and 2024, respectively.

Previous wording

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

Current wording

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

Previous wording

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.

Current wording

Net income, the components of which are discussed above, was $2.7 billion and $3.1 billion for the three months ended September 30, 2025 and 2024, respectively, and $8.9 billion and $8.4 billion for the nine months ended September 30, 2025 and 2024, respectively.

Previous wording

(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.

Current wording

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

Previous wording

(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.

Current wording

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

Previous wording

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.

Current wording

Postpaid net account additions increased 81,000, or 26%, for the three months ended and increased 85,000, or 10%, for the nine months ended September 30, 2025.

Previous wording

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.

Current wording

•Higher account deactivations, including the impact from a growing account base.

Previous wording

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

Current wording

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

Previous wording

(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.

Current wording

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

Previous wording

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.

Current wording

5G broadband customers included in Postpaid other customers were 7,163,000 and 5,377,000 as of September 30, 2025 and 2024, respectively. 5G broadband customers included in Prepaid customers were 792,000 and 625,000 as of September 30, 2025 and 2024, respectively. Fiber customers included in Postpaid other customers were 934,000 as of September 30, 2025.

Previous wording

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

Current wording

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

Previous wording

(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.

Current wording

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