T-Mobile US, Inc.
For the period ended Mar 31, 2026. Filed Apr 28, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed Apr 28, 2026
TMUS$162.01+0.9%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-10-23.
0001283699-25-000154
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsPerformance MeasuresCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-04-28.
0001283699-26-000063
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsPerformance MeasuresThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 389 previous paragraphs and 255 current paragraphs.
105 unchanged; 97 reworded; 48 added; 159 removed; 28 previous and 5 current paragraphs rearranged.
Tables are not compared: 18 previous and 12 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (48)
Current report
•our inability to adopt and deploy network technologies in a timely and effective manner;
Current report
Acquisition of UScellular Wireless Business
Current report
NM - Not meaningful
Current report
On February 3, 2025 (the “Vistar Acquisition Date”), we completed the Vistar Acquisition in exchange for $621 million in cash.
Current report
On March 3, 2025 (the “Blis Acquisition Date”), we completed the Blis Acquisition in exchange for $180 million in cash.
Current report
Subsequent to March 31, 2026, on April 24, 2026, we entered into a definitive agreement with an affiliate of Wren House Infrastructure Management Limited (“Wren House”) to establish a joint venture that will acquire i3 Broadband, one of Wren House’s existing fiber portfolio companies. The transaction with Wren House is expected to close in the second half of 2026, subject to customary closing conditions and regulatory approvals, at which time we expect to invest approximately $700 million to acquire a 50% equity interest in the joint venture and substantially all existing residential fiber customers. Additionally, on April 25, 2026, we entered into definitive agreements with affiliates of Oak Hill Capital Management, LLC (“Oak Hill”) to establish a joint venture that will acquire and combine GoNetspeed and Greenlight Networks, two of Oak Hill’s existing fiber portfolio companies. The transaction with Oak Hill is expected to close in the first half of 2027, subject to customary closing conditions and regulatory approvals, at which time we expect to invest approximately $2.0 billion to acquire a 50% equity interest in the joint venture and substantially all existing residential fiber customers. We expect to account for these joint ventures under the equity method of accounting and recognize service revenues for the acquired fiber customers and 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 report
Network Restructuring Initiative
Current report
Recent technological advancements have enhanced our Customer-Driven Coverage insights, enabling us to identify, assess and shut down low customer value sites. In the fourth quarter of 2025, we began implementing restructuring initiatives to identify and realize these cost savings on our network, excluding activities associated with the UScellular Acquisition (the “Network Restructuring Initiative”). The major activities associated with the Network Restructuring Initiative include the rationalization of network and backhaul services and the decommissioning of cell sites and distributed antenna systems to reduce our overall network cost. Our Network Restructuring Initiative also includes the termination of certain of our operating leases for cell sites and switch sites.
Current report
Our Network Restructuring Initiative is expected to be completed prior to the end of 2027, with a majority of costs incurred by the end of 2026. We currently expect to incur between $500 million and $800 million of total costs associated with the Network Restructuring Initiative.
Current report
2025-2026 Workforce Transformation
Current report
In the fourth quarter of 2025, we began implementing a restructuring initiative to streamline operations by centralizing leaders and teams, reducing organizational layers, and eliminating duplicative roles (the “2025-2026 Workforce Transformation”). We intend to reinvest the expected cost savings from the 2025-2026 Workforce Transformation into the business, including into our digital initiatives.
Current report
During the three months ended March 31, 2026, we recorded a pre-tax charge of $141 million related to the 2025-2026 Workforce Transformation, which is included in Cost of services and Selling, general and administrative expenses on our Condensed Consolidated Statements of Comprehensive Income. We have incurred substantially all of the costs associated with our 2025-2026 Workforce Transformation initiative and expect substantially all remaining associated employee separations and related cash outflows to occur in 2026.
Current report
Postpaid revenues increased $2.0 billion, or 15%, primarily from:
Current report
Prepaid revenues decreased $126 million, or 5%, primarily from:
Current report
Equipment revenues increased $292 million, or 8%, primarily from:
Current report
Selling, general and administrative expenses increased $478 million, or 9%, primarily from:
Current report
•$132 million of severance and related costs associated with the 2025-2026 Workforce Transformation;
Current report
•Higher bad debt expense; and
Current report
•Higher advertising expense.
Current report
Depreciation and amortization increased $619 million, or 19%, primarily from:
Current report
Other expense, net increased $86 million, or 187%, primarily from our proportionate share of losses from the Lumos and Metronet joint ventures recognized during the current period.
Current report
Income tax expense decreased $55 million, or 6%, primarily from:
Current report
•A decrease in excess tax benefits related to the vesting of restricted stock awards.
Current report
Our effective tax rate was 24.9% and 23.0% for the three months ended March 31, 2026 and 2025, respectively.
Current report
•UScellular merger-related costs, including accelerated depreciation, of $476 million, net of tax;
Current report
•Severance and related costs associated with the 2025-2026 Workforce Transformation of $105 million, net of tax; and
Current report
•Costs associated with our Network Restructuring Initiative, including accelerated depreciation, of $103 million, net of tax.
Current report
On March 31, 2026, T-Mobile USA, Inc. elected to release the guarantees of certain subsidiaries under its credit agreement pursuant to the terms thereof, resulting in a corresponding release under the indentures dated April 28, 2013, April 9, 2020, and September 15, 2022, governing its outstanding Senior Notes. As a result of the release, the obligors under the credit agreement and outstanding Senior Notes issued by T-Mobile USA, Inc. now consist of T-Mobile USA, Inc., as issuer or borrower, and each of T-Mobile, Sprint LLC, Sprint Capital Corporation and Sprint Communications LLC, as guarantors. These are the same obligors as the outstanding Senior Notes issued by Sprint Capital Corporation.
Current report
Beginning with the three months ended March 31, 2026, we shifted away from reporting customer performance measures to better align with the Company’s long-held priority on growing high-value accounts, which management believes is the best reflection of value creation versus customers.
Current report
(1)In the first quarter of 2026, we recognized a base adjustment to decrease postpaid accounts by 18,000, primarily due to combining certain business accounts that have multiple billing account numbers. The base adjustment had no impact on postpaid net account additions.
Current report
Postpaid net account additions increased 12,000, or 6%, for the three months ended March 31, 2026, primarily from:
Current report
Postpaid account churn increased 10 basis points, primarily from:
Current report
•Higher average broadband-only accounts, including following the acquisitions of Metronet and Lumos.
Current report
Postpaid ARPA increased $5.71, or 4%, primarily from:
Current report
Net cash provided by operating activities increased $375 million, or 5%, primarily from:
Current report
•Net cash provided by operating activities includes the impact of $153 million and $70 million in net payments for Merger-related costs for the three months ended March 31, 2026 and 2025, respectively.
Showing the first 40 of 48 passages. Open the source sections for the rest.
Removed paragraphs (159)
Previous report
•our inability to timely adopt and effectively deploy network technology developments;
Previous report
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 report
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 report
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 report
The UScellular Wireless Business offers a comprehensive range of wireless communications products and services. As a combined company, we expect to increase competition in the U.S. wireless and broadband industries, achieve synergies and enhance our rural 5G coverage with our combined network footprint. Following the closing of the transactions, UScellular and the Iowa Entities will retain ownership of their other spectrum licenses, as well as their towers.
Previous report
Upon the completion of certain customary closing conditions, including the receipt of certain regulatory approvals, on February 3, 2025 (the “Vistar Acquisition Date”), we completed the Vistar Acquisition, and as a result, Vistar became a wholly owned subsidiary of T-Mobile. In exchange, we transferred cash of $621 million.
Previous report
Upon the completion of certain customary closing conditions, including the receipt of certain regulatory approvals, on March 3, 2025 (the “Blis Acquisition Date”), we completed the Blis Acquisition, and as a result, Blis became a wholly owned subsidiary of T-Mobile. In exchange, we transferred cash of $180 million.
Previous report
For more information regarding the Lumos and Metronet joint ventures, see Note 3 – Joint Ventures of the Notes to the Condensed Consolidated Financial Statements.
Previous report
One Big Beautiful Bill Act
Previous report
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.
Previous report
Postpaid revenues increased $1.6 billion, or 12%, for the three months ended and increased $3.7 billion, or 10%, for the nine months ended September 30, 2025, primarily from:
Previous report
Prepaid revenues decreased $91 million, or 3%, for the three months ended and increased $200 million, or 3%, for the nine months ended September 30, 2025.
Previous report
•Lower prepaid ARPU. See “Prepaid ARPU” in the “Performance Measures” section of this MD&A; partially offset by
Previous report
•Higher average prepaid customers, primarily from the prepaid customers acquired through the Ka’ena Acquisition; partially offset by
Previous report
•Lower prepaid ARPU. See “Prepaid ARPU” in the “Performance Measures” section of this MD&A.
Previous report
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 report
•Higher advertising revenues, primarily from the acquisitions of Vistar and Blis; partially offset by
Previous report
•Lower MVNO revenues, including lower DISH and TracFone MVNO revenues.
Previous report
The decrease for the nine months ended September 30, 2025, was primarily from:
Previous report
•Lower MVNO revenues, including lower DISH and TracFone MVNO revenues and the impact from the Ka’ena Acquisition; and
Previous report
•Lower Affordable Connectivity Program revenues; partially offset by
Previous report
•Higher advertising revenues, primarily from the acquisitions of Vistar and Blis.
Previous report
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 report
•A higher number of devices sold, primarily driven by higher postpaid upgrades and following the UScellular Acquisition; and
Previous report
•A higher number of devices sold, primarily driven by higher postpaid upgrades and following the UScellular Acquisition, partially offset by lower Assurance Wireless devices; and
Previous report
•Higher costs following the acquisition of the UScellular Wireless Business; and
Previous report
•Lower repair and maintenance expenses.
Previous report
•Higher costs following the acquisition of the UScellular Wireless Business; mostly offset by
Previous report
•Lower repair and maintenance expenses; and
Previous report
•A decrease of $173 million in Merger-related costs related to network decommissioning and integration recognized in the prior year.
Previous report
•A higher number of devices sold, primarily driven by higher postpaid upgrades and following the acquisition of the UScellular Wireless Business; and
Previous report
•A higher number of devices sold, primarily driven by higher postpaid upgrades and following the acquisition of the UScellular Wireless Business, partially offset by lower Assurance Wireless devices; and
Previous report
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 report
•Higher personnel-related costs, including payroll, benefits and restructuring;
Previous report
•Higher advertising expenses.
Previous report
•Higher personnel-related costs, including payroll, benefits and restructuring;
Previous report
•Higher advertising expenses;
Previous report
•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
Previous report
•A$151 million gain recognized in the current period related to the completed sale of a portion of our 3.45 GHz spectrum licenses.
Previous report
Impairment expensewas $278 million for the three and nine months ended September 30, 2025, due to the impairment of capitalized software development costs related to our billing system. See Note 6 – Property and Equipment of the Notes to the Condensed Consolidated Financial Statements for additional information.
Showing the first 40 of 159 passages. Open the source sections for the rest.
Reworded paragraphs (97)
Previous wording
•criminal cyberattacks, disruption, data loss or other security breaches;
Current wording
•cyberattacks, disruptions, data loss or other security breaches;
Previous wording
•our inability to effectively execute our digital transformation and drive customer and employee adoption of emerging technologies;
Current wording
•our inability to effectively execute our digital initiatives and drive customer and employee adoption of emerging technologies;
Previous wording
•the timing and effects of any pending and future acquisition, divestiture, investment, joint venture or merger involving us, including our inability to obtain any required regulatory approval necessary to consummate any such transactions or to achieve the expected benefits of such transactions;
Current wording
•the timing and effects of any pending and future acquisition, investment, joint venture, merger, or divestiture involving us, including our inability to obtain any required regulatory approval necessary to consummate any such transactions or to achieve the expected benefits of such transactions;
Previous wording
•adverse economic, political or market conditions in the U.S. and international markets, including changes resulting from increases in inflation or interest rates, tariffs and trade restrictions, supply chain disruptions, fluctuations in global currencies, immigration policies, and impacts of geopolitical instability, such as the Ukraine-Russia, Iran-Israel and Israel-Hamas wars and further escalations thereof;
Current wording
•adverse economic, political or market conditions in the U.S. and international markets, including changes resulting from increases in oil prices, inflation or interest rates, tariffs and trade restrictions, supply chain disruptions, fluctuations in global currencies, immigration policies, and impacts of geopolitical instability, such as global conflict, wars and further escalations thereof;
Previous wording
•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;
Current wording
•operational delays, higher procurement costs, such as memory chip cost impacts on smartphones, and operational costs, and increased regulatory and compliance complexities, for example, as a result of changes to trade policies, including higher tariffs, restrictions and other economic disincentives to trade;
Previous wording
•any disruption or failure of our third parties (including key suppliers) to provide products or services for the operation of our business;
Current wording
•any failure or inability of our third parties (including key suppliers) to provide products or services for the operation of our business;
Previous wording
•any changes in regulations or in the regulatory framework under which we operate;
Current wording
•compliance with the current regulatory framework, including our national security obligations, and any changes in regulations or in the regulatory framework under which we operate;
Previous wording
•laws and regulations relating to the handling of privacy, data protection and artificial intelligence;
Current wording
•laws and regulations relating to the handling of privacy, data protection and artificial intelligence (“AI”);
Previous wording
•future sales of our common stock by DT and SoftBank Group Corp. (“SoftBank”) and our inability to attract additional equity financing outside the United States due to foreign ownership limitations by the Federal Communications Commission (“FCC”).
Current wording
•future sales of our common stock by DT and our inability to attract additional equity financing outside the United States due to foreign ownership limitations by the Federal Communications Commission (“FCC”).
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, 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.
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 @SriniGopalan X account (https://x.com/SriniGopalan) and our CEO’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 communications 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 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.
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 months ended March 31, 2026, 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, 2025. 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 August 1, 2025, upon the completion of certain customary closing conditions, including the receipt of certain regulatory approvals (the “UScellular Acquisition Date”), we completed the acquisition of the UScellular Wireless Business (the “UScellular Acquisition”), and as a result, the UScellular Wireless Business became wholly owned by T-Mobile. In exchange, on the UScellular Acquisition Date, we transferred cash of $2.8 billion. Additionally, the closing of the UScellular Acquisition obligated us to execute the Exchange Offers. On August 5, 2025, we executed the Exchange Offers of certain senior notes of UScellular with an aggregate outstanding principal balance of $1.7 billion for T-Mobile notes with the same interest rate, interest payment dates, maturity dates and redemption terms as each corresponding series of senior notes of UScellular.
Current wording
On August 1, 2025 (the “UScellular Acquisition Date”), we completed the acquisition (the “UScellular Acquisition”) of substantially all of United States Cellular Corporation’s (“UScellular”) wireless operations and select spectrum assets and the acquisition of substantially all of the wireless operations assets of each of Farmers Cellular Telephone Company, Inc., Iowa RSA No. 9 Limited Partnership, and Iowa RSA No. 12 Limited Partnership (collectively, the “UScellular Wireless Business”). In exchange, on the UScellular Acquisition Date, we transferred cash of $2.8 billion. Additionally, the closing of the UScellular Acquisition obligated us to execute exchange offers, which were launched on May 23, 2025 (the “Exchange Offers”). On August 5, 2025, we executed the Exchange Offers of certain senior notes of UScellular with an aggregate outstanding principal balance of $1.7 billion for T-Mobile notes.
Previous wording
UScellular merger-related costs associated with the UScellular Acquisition to date include:
Current wording
Merger-related costs associated with the UScellular Acquisition to date include:
Previous wording
•Restructuring costs, including severance and network decommissioning; and
Current wording
•Restructuring costs, including contract terminations, severance and network decommissioning; and
Previous wording
As a result of our ongoing restructuring and integration activities, we expect to realize cost efficiencies by eliminating redundancies within our combined network as well as other business processes and operations. Upon completion of these activities, we expect to achieve total annual run rate cost synergies of $1.2 billion, consisting of $950 million in operating expenses and $250 million in capital expenditures.
Current wording
As a result of our UScellular Acquisition restructuring and integration activities, we expect to realize cost efficiencies by eliminating redundancies within our combined network as well as other business processes and operations. Upon completion of these activities, we expect to achieve total annual run rate cost synergies of $1.2 billion, consisting of $950 million in operating expenses and $250 million in capital expenditures. We currently expect total costs to achieve, excluding accelerated depreciation, to be approximately $2.6 billion, currently expected to be comprised of $1.5 billion of UScellular merger-related costs recognized within operating expenses and $1.1 billion of capital expenditures.
Previous wording
Our UScellular Acquisition restructuring and integration activities are expected to occur over the next two years with substantially all costs incurred and associated cash payments made by the end of fiscal year 2027. We are evaluating additional restructuring initiatives associated with the UScellular Acquisition, which are dependent on consultations and negotiation with certain counterparties and the expected impact on our business operations, which could affect the amount or timing of the costs and related payments.
Current wording
Our remaining restructuring and integration activities associated with the UScellular Acquisition are expected to occur over the next two years, with substantially all costs incurred and associated cash payments made by the end of fiscal year 2027. We are evaluating additional restructuring initiatives associated with the UScellular Acquisition, which are dependent on consultations and negotiations with certain counterparties and the expected impact on our business operations, which could affect the amount or timing of the costs and related payments.
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 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.
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. 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.
Previous wording
As of June 30, 2024, we have incurred substantially all restructuring and integration costs associated with our merger (the “Sprint Merger”) with Sprint Corporation (“Sprint”) and, accordingly, no longer separately disclose Sprint Merger-related costs. The cash payments for the Sprint Merger-related costs incurred extend beyond 2025 and primarily relate to operating leases for which we have recognized accelerated lease expense.
Current wording
As of June 30, 2024, we have incurred substantially all restructuring and integration costs associated with our merger (the “Sprint Merger”) with Sprint Corporation (“Sprint”) and, accordingly, no longer separately disclose Sprint Merger-related costs. The cash payments for the Sprint Merger-related costs incurred extend beyond 2026 (together with the cash payments for UScellular merger-related costs, “net payments for Merger-related costs”) and primarily relate to operating leases for which we have recognized accelerated lease expense.
Previous wording
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. 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.
Current wording
On April 1, 2025, we completed the joint acquisition of Lumos (“Lumos”), a fiber-to-the-home platform. During the three months ended June 30, 2025, we invested $932 million to acquire a 50% equity interest in the joint venture and fiber customers. 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. 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.
Current wording
On July 24, 2025, we completed the joint acquisition of Metronet Holdings, LLC and certain of its affiliates (collectively, “Metronet”), a fiber-to-the-home platform. During the three months ended September 30, 2025, we invested $4.6 billion to acquire a 50% equity interest in the joint venture and 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
We account for the Lumos and Metronet joint ventures 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 ventures for network access within Postpaid revenues and Cost of services, respectively, on our Condensed Consolidated Statements of Comprehensive Income.
Current wording
We account for the Lumos and Metronet joint ventures under the equity method of accounting with our proportionate share of earnings (losses) presented within Other expense, net on our Condensed Consolidated Statements of Comprehensive Income. We recognize revenues for fiber customers and the related wholesale costs paid to the joint ventures for network access within Postpaid revenues and Cost of services, respectively, on our Condensed Consolidated Statements of Comprehensive Income.
Previous wording
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.
Current wording
The joint ventures 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.
Previous 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.
Current wording
Network Restructuring Initiative costs have been excluded from our calculations of Adjusted EBITDA and Core Adjusted EBITDA, 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
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.
Current wording
The following discussion and analysis is for the three months ended March 31, 2026, compared to the same period in 2025, unless otherwise stated.
Previous 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.
Current wording
Total revenues increased $2.2 billion, or 11%. The components of these changes are discussed below.
Previous wording
The decrease for the three months ended September 30, 2025, was primarily from dilution from promotional activity and rate plan mix.
Current wording
•Lower average revenue per customer, primarily from dilution from promotional activity and rate plan mix; partially offset by
Previous wording
Prior to the Ka’ena Acquisition, Ka’ena was a wholesale partner of the Company for which we recognized service revenues within Wholesale and other service revenues. Upon the closing of the Ka’ena Acquisition, this relationship was effectively terminated, and the Company acquired Ka’ena’s prepaid customer relationships and began to recognize service revenues associated with these customers within Prepaid revenues and operating expenses primarily within Selling, general and administrative expenses on our Condensed Consolidated Statements of Comprehensive Income subsequent to the Ka’ena Acquisition Date.
Current wording
Wholesale and other service revenues were essentially flat.
Previous wording
•Higher average revenue per device sold, net of promotions, primarily driven by an increase in the high-end phone mix; and
Current wording
•An increase of $191 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; and
Previous wording
•An increase 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 and an increase in the high-end phone mix.
Previous 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.
Current wording
Total operating expenses increased $2.5 billion, or 16%. The components of this change are discussed below.
Previous 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.
Current wording
Cost of services, exclusive of depreciation and amortization, increased $737 million, or 28% primarily from:
Previous wording
•Wholesale network access costs and amortization of customer installation fees paid to Metronet and Lumos; and
Current wording
•Wholesale network access costs and amortization of customer installation fees paid to Metronet and Lumos.
Previous 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.
Current wording
Cost of equipment sales, exclusive of depreciation and amortization, increased $690 million, or 14%, primarily from:
Previous wording
•Higher average cost per device sold, primarily driven by an increase in the high-end phone mix; and
Current wording
•An increase of $559 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; and
Previous wording
•An increase 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 and an increase in the high-end phone mix.
Previous wording
•Higher costs following the UScellular Acquisition, including merger-related costs; and
Current wording
•Higher costs following the UScellular Acquisition, including merger-related costs;
Previous wording
•Higher depreciation expense from the acceleration of certain technology assets in the prior year; offset by
Current wording
•Higher depreciation expense from the acceleration of certain network and technology assets in the current period, including UScellular restructuring; and
Previous wording
•Higher depreciation expense from assets acquired in the UScellular Acquisition.
Current wording
•Higher depreciation expense from assets acquired in the UScellular Acquisition and the continued build-out of our nationwide 5G network.
Previous 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.
Current wording
Operating income, the components of which are discussed above, decreased $303 million, or 6%.
Previous 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.
Current wording
Interest expense, net increased $115 million, or 13%, primarily from higher interest expense due to higher average debt outstanding and a higher average effective interest rate.
Showing the first 40 of 97 pairs. Open the source sections for the rest.
Rearranged current paragraphs (5)
Current report — wording carried from elsewhere
Network Restructuring Initiative costs are presented below:
Current report — wording carried from elsewhere
We are evaluating additional restructuring activities associated with the Network Restructuring Initiative, which are dependent on consultations and negotiations with certain counterparties and the expected impact on our business operations, which could affect the amount or timing of the restructuring costs and related payments.
Current report — wording carried from elsewhere
2025, to a net use of cash for the three months ended March 31, 2026. The net use of cash was primarily from:
Current report — wording carried from elsewhere
On December 4, 2025, our Board of Directors declared a cash dividend of $1.02 per share on our issued and outstanding common stock, which was paid on March 12, 2026, to stockholders of record as of the close of business on February 27, 2026.
Current report — wording carried from elsewhere
Subsequent to March 31, 2026, from April 1, 2026, through April 24, 2026, we repurchased 3,791,020 shares of our common stock at an average price per share of $195.87 for a total purchase price of $743 million under the 2026 Stockholder Return Program. As of April 24, 2026, we had up to $11.5 billion remaining under the 2026 Stockholder Return Program for repurchases of shares and quarterly dividends through December 31, 2026.
Rearranged previous paragraphs (28)
Previous report — wording carried elsewhere
•An increase in device sales revenue, primarily from:
Previous report — wording carried elsewhere
•Higher average revenue per device sold, net of promotions, primarily driven by an increase in the high-end phone mix.
Previous report — wording carried elsewhere
•An increase in device sales revenue, primarily from:
Previous report — wording carried elsewhere
•Wholesale network access costs and amortization of customer installation fees paid to Metronet and Lumos; partially offset by
Previous report — wording carried elsewhere
•An increase in device cost of equipment sales, primarily from:
Previous report — wording carried elsewhere
•Higher average cost per device sold, primarily driven by an increase in the high-end phone mix.
Previous report — wording carried elsewhere
•An increase in device cost of equipment sales, primarily from:
Previous report — wording carried elsewhere
•Higher gross account additions, including fiber account additions following the acquisitions of Metronet and Lumos; partially offset by
Previous report — wording carried elsewhere
The following table sets forth the number of ending customers:
Previous report — wording carried elsewhere
The following table sets forth our operating measure ARPU:
Previous report — wording carried elsewhere
•The positive impact from rate plan optimizations and higher fee revenue, including from the adoption of new tax and fee exclusive plans;
Previous report — wording carried elsewhere
•Increased promotional activity, including the success of bundled offerings.
Previous report — wording carried elsewhere
•Higher Cost of equipment sales, excluding Special Items; and
Previous report — wording carried elsewhere
•Higher Equipment revenues, excluding Lease revenues; partially offset by
Previous report — wording carried elsewhere
•Higher Selling, general and administrative expenses, excluding Special Items; and
Previous report — wording carried elsewhere
•Higher Cost of services, excluding Special Items.
Previous report — wording carried elsewhere
•A $3.3 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 Other current and long-term assets, Inventory, and Equipment installment plan receivables; and
Previous report — wording carried elsewhere
•A $1.2 billion increase in Net income, adjusted for non-cash income and expenses.
Previous report — wording carried elsewhere
•$7.5 billion in Purchases of property and equipment, including capitalized interest, from the continued build-out of our nationwide 5G network;
Previous report — wording carried elsewhere
•$987 million in Dividends on common stock;
Previous report — wording carried elsewhere
•$318 million in Repayments of financing lease obligations; partially offset by
Previous report — wording carried elsewhere
•$7.5 billion in Repurchases of common stock;
Previous report — wording carried elsewhere
•$8.3 billion in Proceeds from issuance of long-term debt, net.
Previous report — wording carried elsewhere
•Higher Net cash provided by operating activities, as described above.
Previous report — wording carried elsewhere
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.
Previous report — wording carried elsewhere
On July 24, 2025, we completed the joint acquisition of Metronet. 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. We do not anticipate making further capital contributions following the closing under the existing business plan.
Previous report — wording carried elsewhere
On August 1, 2025, we completed the UScellular Acquisition, and as a result, the UScellular Wireless Business became wholly owned by T-Mobile. In exchange, on the UScellular Acquisition Date, we transferred cash of $2.8 billion. Additionally, the closing of the UScellular Acquisition obligated us to execute the Exchange Offers. On August 5, 2025, we executed the Exchange Offers of certain senior notes of UScellular with an aggregate outstanding principal balance of $1.7 billion for T-Mobile notes with the same interest rate, interest payment dates, maturity dates and redemption terms as each corresponding series of senior notes of UScellular.
Previous report — wording carried elsewhere
For more information regarding the UScellular Acquisition, see Note 2 – Business Combinations of the Notes to the Condensed Consolidated Financial Statements.