10-K 0001283699-26-000010 (2026-02-11) vs 10-K 0001283699-25-000012 (2025-01-31)
| Section | Compared text | Words now | Changed |
|---|
| Risk Factors | Item 1A | 10,414 |
15.8% |
| MD&A | Item 7 | 13,524 |
30.8% |
| Legal Proceedings | Item 3, via Note 18 – Commitments and Contingencies | 2,473 |
24.6% |
| Accounting Policies | Item 8, Note 1 – Summary of Significant Accounting Policies | 8,216 |
11.4% |
The redline: what was cut and what was added
In each section, the paragraph that changed most, marked against last year's 10-K:
cut words struck through, new words highlighted and underlined.
MD&A 137 words changed in this paragraph; it is 36% similar to last year's version.
(2) Customers impacted by the decommissioning of the legacy Sprint CDMA and LTE and T-Mobile UMTS networks have been excluded from our customer base resulting in the removal of 212,000 postpaid phone customers and 349,000 postpaid other customers in the first quarter of 2022 and 284,000 postpaid phone customers, 946,000 postpaid other customers and 28,000 prepaid customers in the second quarter of 2022. In (5)In the fourth quarter of 2023, we recognized an additional a base adjustment to increase postpaid phone customers by 20,000 and increase postpaid other customers by 150,000 due to fewer customers than expected whose service was deactivated as a result of the network shut-downs. In connection with our acquisition of companies, we included a base adjustment in the first quarter of 2022 to increase postpaid phone customers by 17,000 and reduce postpaid other customers by 14,000. Certain customers now serviced through reseller contracts were removed from our reported postpaid customer base resulting in the removal of 42,000 postpaid phone customers and 20,000 postpaid other customers in the second quarter of 2022. shutdowns.
Source: Item 7, 10-K 0001283699-26-000010 vs Item 7, 10-K 0001283699-25-000012
Risk Factors 134 words changed in this paragraph; it is 39% similar to last year's version.
Our Certificate of Incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or employee of the Company to the Company or its stockholders, (iii) any action asserting a claim arising pursuant to any provision of the General Corporation Law of the State of Delaware, the Certificate of Incorporation or the Company's bylaws or (iv) any other action asserting a claim arising under, in connection with, and governed by the internal affairs doctrine. This choice of forum provision does not waive our compliance with our obligations under the federal securities laws and the rules and regulations thereunder. Moreover, the provision does not apply to suits brought to enforce a duty or liability created by the Exchange Act or by the Securities Act of 1933, as amended.
Source: Item 1A, 10-K 0001283699-26-000010 vs Item 1A, 10-K 0001283699-25-000012
Accounting Policies 100 words changed in this paragraph; it is 82% similar to last year's version.
When assessing goodwill for impairment we may elect to first perform a qualitative assessment to determine if the quantitative impairment test is necessary. If we do not perform a qualitative assessment, or if the qualitative assessment indicates it is more likely than not that the fair value of a reporting unit is less than its carrying amount, we perform a quantitative test. We recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized would not exceed the total amount of goodwill allocated to that reporting unit. We employ a qualitative approach to assess the wireless our reporting unit. units. The fair value of the wireless each reporting unit is determined using both a market approach, which is based on approach and an income approach. We utilize market capitalization. capitalization, discounted cash flow model and a market multiples approach to estimate the fair value of our reporting units. We recognize that the market capitalization is of T-Mobile and the trading multiples of the comparable public companies are subject to volatility and will monitor changes in market capitalization and the trading multiples of the comparable public companies to determine whether declines, if any, necessitate an interim impairment review. In the event market capitalization does or the indicated value from market multiples of comparable public companies indicate a decline in fair value below its book value, the carrying value of each reporting unit, we will consider the length, severity and reasons for the decline when assessing whether potential impairment exists, including considering whether a control premium should be added to the market capitalization. We believe short-term fluctuations in share price may not necessarily reflect the underlying aggregate fair value. No events or change changes in circumstances have occurred that indicate the fair value of the wireless our reporting unit units may be below its their carrying amount at December 31, 2024. 2025.
Source: Item 8, Note 1 – Summary of Significant Accounting Policies, 10-K 0001283699-26-000010 vs Item 8, Note 1 – Summary of Significant Accounting Policies, 10-K 0001283699-25-000012
Legal Proceedings 98 words changed in this paragraph; it is 44% similar to last year's version.
On April 1, 2020, in connection with the closing of the Sprint Merger, we assumed the contingencies and litigation matters of Sprint. Those matters include a wide variety of disputes, claims, government agency investigations and enforcement actions, and other proceedings. These matters include, among other things, certain ongoing FCC and state government agency investigations into Sprint’s Lifeline program. In September 2019, Sprint notified the FCC that it had claimed monthly subsidies for serving subscribers, even though these subscribers may not have met usage requirements under Sprint's usage policy for the Lifeline program, due to an inadvertent coding issue in the system used to identify qualifying subscriber usage that occurred in July 2017 while the system was being updated. Sprint has made a number of payments to reimburse the federal government and certain states for excess subsidy payments.
Source: Item 3, via Note 18 – Commitments and Contingencies, 10-K 0001283699-26-000010 vs Item 3, via Note 18 – Commitments and Contingencies, 10-K 0001283699-25-000012
Every change, by type
Sentences and paragraphs of TMUS's Risk Factors and MD&A, 10-K 2026-02-11 against 10-K 2025-01-31.
Each links to the text at sec.gov.
Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier
(may, could, will, not, significant, material…). A year or date rolling forward is not counted.
The full word list
adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would
AddedRisk Factors
The successful execution of our digital transformation depends not only on the effective development and deployment of new technologies, but also on the willingness and ability of customers and employees to adopt digital-first channels and processes. Even where technical capabilities are successfully implemented, customer and employee adoption may lag expectations or revert to supported channels, which could limit the anticipated improvements in efficiency, service quality, and revenue generation. If adoption does not occur at the scale or pace anticipated, the intended benefits of these initiatives may not be fully realized.
Read it in 10-K 2026-02-11 at sec.gov ↗
AddedRisk Factors
As a result, failure to effectively execute our digital transformation efforts, including driving meaningful customer and employee adoption, could materially and adversely affect our competitive position, financial performance, and brand reputation.
Read it in 10-K 2026-02-11 at sec.gov ↗
AddedRisk Factors
Both external factors, such as fluctuations in economic and industry conditions, changes in U.S. immigration policies, regulatory changes, political forces, and the competitive landscape, and internal factors, such as employee tolerance for changes
Read it in 10-K 2026-02-11 at sec.gov ↗
AddedRisk Factors
•to the extent any acquired business has international operations, potential exposures to risks associated with maintaining and expanding such operations, including unfavorable and uncertain regulatory, political, economic, tax, and labor conditions;
Read it in 10-K 2026-02-11 at sec.gov ↗
AddedRisk Factors
Our restructuring and integration activities associated with the UScellular Acquisition are expected to occur over the next two years and may involve risks related to network integration and customer migration, including potential service disruptions, delays in transitioning customer accounts and systems, and challenges in maintaining customer experience during the integration period.
Read it in 10-K 2026-02-11 at sec.gov ↗
AddedRisk Factors
Changes to trade policies, including higher tariffs, restrictions, and other economic disincentives to trade, may lead to operational delays, higher procurement and operational costs, and increased regulatory and compliance complexities, resulting in supply chain disruptions and higher prices, and lower demand for devices and services we sell.
Read it in 10-K 2026-02-11 at sec.gov ↗
AddedRisk Factors
As a provider of telecommunications services, we depend on suppliers to provide us, directly or through other suppliers, with items such as equipment for our network, handsets, tablets, accessories, other mobile communication devices, other components and raw materials. Changes or proposed changes in U.S. or other countries’ trade policies that result in higher tariffs, restrictions, and other economic disincentives to international trade have occurred in the past, and in the future may occur, which may materially increase the costs we incur in developing, deploying and maintaining our network and offering products and services to our customers. A certain portion of the increased costs may be absorbed by certain suppliers, but some suppliers may struggle to absorb the increased costs, especially over the long term, potentially leading to supply disruptions or cost pass-throughs to us that may require us to increase the prices we charge our customers. In addition, rapid changes in trade policies may negatively affect procurement timelines and supplier relationships and may introduce new compliance requirements. We may face delays in sourcing critical equipment due to customs clearance and supply chain bottlenecks, and material changes to cost structures could pressure our expenses and customer pricing.
Read it in 10-K 2026-02-11 at sec.gov ↗
AddedRisk Factors
Our attempts to mitigate potential disruptions to our supply chain and offset procurement and operational cost pressures, such as through alternative sourcing and/or increases in the selling prices of some of our products and services, may not be successful. Higher product or service prices for our customers may make it more difficult to attract new customers or increase customer churn. Furthermore, we may not be able to offset any cost increases through productivity and cost-saving initiatives. To the extent that cost increases result in significant increases in our expenditures, or if our price increases are not sufficient to offset these increased costs adequately or in a timely manner, and/or if our revenues decrease, our business, financial condition or operating results may be adversely affected.
Read it in 10-K 2026-02-11 at sec.gov ↗
AddedRisk Factors
and adoption may be slower than anticipated or may not occur at all. Should these new products and services fail to gain traction, achieve sufficient customer adoption, generate expected financial returns, or deliver value to customers, we could incur substantial expenses without offsetting revenue gains, adversely affecting our business, financial condition, operating results and competitive position.
Read it in 10-K 2026-02-11 at sec.gov ↗
AddedRisk Factors
In addition, we operate under agreements with U.S. government agencies, including a mitigation agreement with the Committee on Foreign Investment in the United States, under which we are required to implement and maintain certain security measures and practices to address national security. Our national security obligations may limit our control over certain U.S. facilities, contracts, personnel, vendor selection, and operations, which could adversely affect our business, financial condition, and operating results. Any failure to fulfill our obligations could result in additional compliance cost, substantial fines, penalties, or other legal and administrative actions, liabilities, and reputational harm.
Read it in 10-K 2026-02-11 at sec.gov ↗
AddedRisk Factors
damages for contract breaches, and other significant costs, penalties, and other liabilities, as well as harm to our reputation and market position.
Read it in 10-K 2026-02-11 at sec.gov ↗
AddedRisk Factors
Outside of the United States, as a result of our business acquisitions, we are subject to an expanding set of privacy, data protection, and related regulatory requirements in jurisdictions where we conduct operations or process personal data. These laws may apply based on factors such as our establishment or operations in a jurisdiction or data processing activities conducted there. Certain international data protection regimes, including those in the European Union and the United Kingdom, impose specific obligations on the collection, use, sharing, and transfer of personal data. Compliance with these obligations may increase operational complexity and costs, limit our ability to use or transfer data across jurisdictions, or require changes to our products, services, or business practices. Enforcement approaches and penalties vary by jurisdiction and may include significant fines or other sanctions, as well as reputational harm.
Read it in 10-K 2026-02-11 at sec.gov ↗
RemovedRisk Factors
expanding our customer base. If we are unable to successfully differentiate our services from our competitors, it would adversely affect our competitive position and ability to grow our business.
Read it in 10-K 2025-01-31 at sec.gov ↗
RemovedRisk Factors
In November 2024, it was publicly reported that a nation-state actor called “Salt Typhoon” successfully infiltrated the telecommunications networks of certain of our competitors to obtain information on their customers. While we have no evidence that any of our Systems or Confidential Information were impacted in any significant way, we may face similar attempts in the future.
Read it in 10-K 2025-01-31 at sec.gov ↗
RemovedRisk Factors
Additionally, we rely on third-party technology partners on various projects and developments. If any of our third-party technology partners terminate or reduce their relationships with us or suspend, limit, or cease their operations, we may not be able to complete such initiatives or achieve the intended results from the partnerships, and our business, reputation, financial condition and results of operations may suffer.
Read it in 10-K 2025-01-31 at sec.gov ↗
RemovedRisk Factors
Further, government funded programs may be discontinued due to ongoing legal challenges to the FCC’s funding mechanism, which could result in the reduction in subsidies for low-income customers and the associated revenue.
Read it in 10-K 2025-01-31 at sec.gov ↗
RewordedRisk Factors
Our Certificate of Incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or employee of the Company to the Company or its stockholders, (iii) any action asserting a claim arising pursuant to any provision of the General Corporation Law of the State of Delaware, the Certificate of Incorporation or the Company's bylaws or (iv) any other action asserting a claim arising under, in connection with, and governed by the internal affairs doctrine.
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedRisk Factors
We continue to expand our offerings beyond traditional wireless services to include High Speed Internet (including fiber broadband), advertising technology broadband (fixed wireless and services, and fiber), specialized network solutions, such as network slicing for first responders (T-Priority) (“T-Priority”) and 5G advanced network solutions (ANS) (“ANS”) for enterprises. enterprises, advertising technology and services, and financial products, such as the T-Mobile Visa credit card introduced in November 2025.
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedRisk Factors
In connection with the With respect to taxes on our products and services we sell, services, we calculate, collect, and remit various federal, state, and local taxes, fees fees, and regulatory charges (“tax” or “taxes”) (“taxes”) to numerous federal, state and local governmental authorities, including federal and state USF contributions and sales taxes, Universal Service Fund contributions, common carrier regulatory charges charges, and public safety fees.
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedRisk Factors
Our suppliers and third-party technology partners are also subject to their own risks, including, but not limited to, cybersecurity, economic, financial and credit conditions, labor force disruptions, geopolitical tensions, disruptions in global supply chain and the risks of chain, natural catastrophic events (such events, such as earthquakes, floods, hurricanes, storms, heatwaves and fires), fires, energy shortages, power outages, equipment failures, terrorist attacks or other hostile acts, and public health crises, such as the COVID-19 pandemic, which may result in performance below the levels required by their contracts. pandemic.
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedRisk Factors
Additionally, in connection with our merger (the “Merger”) “Sprint Merger”) with Sprint Corporation (“Sprint”) and related transactions, including the acquisition by DISH Network Corporation (“DISH”) of certain prepaid wireless business (the “Prepaid Transaction” and, collectively, the “Transactions”), Transaction”), we agreed to fulfill various government commitments (the “Government Commitments”), including, among others, extensive 5G network build-out, delivering high-speed wireless services to the vast majority of Americans Americans, and marketing our in-home fixed wireless product to households where spectrum capacity is sufficient, as well as commitments related to national security, pricing and availability of rate plans. security.
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedRisk Factors
Any actual or perceived failure to comply with the CCPA, other data privacy laws or regulations, or related contractual or other obligations, or any perceived privacy rights violation, could lead to investigations, claims, and proceedings by governmental entities and private parties, damages for contract breaches, and other significant costs, penalties, and other liabilities, as well as harm to our reputation and market position.
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedRisk Factors
To stay ahead, we continue to drive improvements in the 5G network, including our nationwide 5G standalone network and deployment of 5G Advanced features, and are investing in strategic collaborations with third parties, such as AI-RAN partnerships, to develop technologies that are intended to advance our network capabilities.
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedRisk Factors
We have seen and expect to continue to see intense competition in all market segments from traditional Mobile Network Operators (“MNOs”), such as AT&T and Verizon, who have each invested heavily in spectrum, their wireless networks, and services and device promotions, and DISH, as it continues to build out its wireless network and roll out services. promotions.
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedRisk Factors
Our We could experience severe business could be severely disrupted disruptions and delays in technology initiatives if critical suppliers or service providers fail to comply with their contracts or contracts, if we experience delays or service degradation during any transition to a new outsourcing provider or other supplier supplier, or if we are required to replace the supplied products or services with those from another source, especially if the replacement becomes necessary on short notice.
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedRisk Factors
The financing of devices, such as through our EIP, and the offering of co-branded banking products, such as our T-Mobile Money debit card and T-Mobile Visa credit card, impact our regulatory compliance obligations.
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedRisk Factors
Our business, financial condition, and operating results are sensitive to affected by changes in general economic and political conditions, including interest rates, consumer credit conditions, consumer debt levels, consumer confidence, unemployment rates, economic growth, tariffs and trade restrictions, fluctuations in global currencies, immigration policies, energy costs, rates of inflation (or concerns about deflation), supply chain disruptions, impacts of current geopolitical conflict or instability, such as the Ukraine-Russia and Israel-Hamas wars and any further escalations thereof, and other macroeconomic factors.
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedRisk Factors
As new products and services emerge, we may also be forced to compete against face competition from non-traditional competitors from outside of the wireless communications services industry, such as including satellite providers, providers offering similar connectivity services using alternative technologies.
Read it in 10-K 2026-02-11 at sec.gov ↗
Quiet changesRisk Factors
If we are unable to attract and retain customers, our business, financial condition, and operating results would could be negatively affected.
Read it in 10-K 2026-02-11 at sec.gov ↗
Quiet changesRisk Factors
Although we regularly work to identify, track track, and remedy any security vulnerabilities, given the complex nature of our Systems and the tools that are available to us, we may be unable to identify vulnerabilities in a timely manner, or to apply patches or compensating measures that address such vulnerabilities, before bad actors can exploit them.
Read it in 10-K 2026-02-11 at sec.gov ↗
Quiet changesRisk Factors
Our substantial level of indebtedness could adversely affect our business flexibility and ability to service our debt, debt and could increase our borrowing costs.
Read it in 10-K 2026-02-11 at sec.gov ↗
AddedMD&A
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 (as defined below), which occurred on August 1, 2025.
Read it in 10-K 2026-02-11 at sec.gov ↗
AddedMD&A
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.
Read it in 10-K 2026-02-11 at sec.gov ↗
AddedMD&A
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 telecommunications industry, 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.
Read it in 10-K 2026-02-11 at sec.gov ↗
AddedMD&A
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, 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.
Read it in 10-K 2026-02-11 at sec.gov ↗
AddedMD&A
Merger-related costs associated with the UScellular Acquisition to date include:
Read it in 10-K 2026-02-11 at sec.gov ↗
AddedMD&A
UScellular merger-related costs are presented below:(in millions) Year Ended December 31, Change 2025 2024 $ % UScellular merger-related costs Cost of services, exclusive of depreciation and amortization $31 $ — $31 NM Cost of equipment sales, exclusive of depreciation and amortization 10 — 10 NM Selling, general and administrative 222 26 196 754% Total UScellular merger-related costs $263 $ 26 $237 912% Net cash payments for UScellular merger-related costs $139 $ 22 $117 532%
Read it in 10-K 2026-02-11 at sec.gov ↗
AddedMD&A
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, with costs to achieve expected to be approximately $2.6 billion.
Read it in 10-K 2026-02-11 at sec.gov ↗
AddedMD&A
Our 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.
Read it in 10-K 2026-02-11 at sec.gov ↗
AddedMD&A
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.
Read it in 10-K 2026-02-11 at sec.gov ↗
AddedMD&A
On February 18, 2025, we entered into a share purchase agreement for the acquisition of 100% of the outstanding capital stock of Blis Holdco Limited (“Blis”), a provider of advertising solutions (the “Blis Acquisition”).
Read it in 10-K 2026-02-11 at sec.gov ↗
AddedMD&A
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.
Read it in 10-K 2026-02-11 at sec.gov ↗
AddedMD&A
(in millions) Year Ended December 31, 2025 Versus 2024 2024 Versus 2023 2025 2024 2023 $ Change % Change $ Change % Change Sprint Merger-related costs Cost of services, exclusive of depreciation and amortization $ — $ 180 $652 $ (180) (100)% $ (472) (72)% Cost of equipment sales, exclusive of depreciation and amortization — — (12) 0 NM 12 (100)% Selling, general and administrative — (59) 394 59 (100)% (453) (115)% Total Sprint Merger-related costs $ — $ 121 $1,034 $ (121) (100)% $ (913) (88)% Net cash payments for Sprint Merger-related costs $ 219 $ 767 $1,973 $ (548) (71)% $ (1,206) (61)%
Read it in 10-K 2026-02-11 at sec.gov ↗
RemovedMD&A
substantially all of UScellular’s wireless operations and select spectrum assets for an aggregate purchase price of approximately $4.4 billion, payable in cash and the assumption of up to $2.0 billion of debt through an exchange offer to be made to certain UScellular debtholders prior to closing. To the extent any debtholders do not participate in the exchange, their bonds will continue as obligations of UScellular, and the cash portion of the purchase price will be correspondingly increased. 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.
Read it in 10-K 2025-01-31 at sec.gov ↗
RemovedMD&A
•Lower Wireline revenues due to the sale of the Wireline Business on May 1, 2023.
Read it in 10-K 2025-01-31 at sec.gov ↗
RemovedMD&A
•A decrease of $231 million in device sales revenue, excluding purchased leased devices, primarily from:
Read it in 10-K 2025-01-31 at sec.gov ↗
RemovedMD&A
•A decrease of $219 million in lease revenues, primarily due to a lower number of customer devices under lease as a result of the continued strategic shift in device financing from leasing to EIP.
Read it in 10-K 2025-01-31 at sec.gov ↗
RemovedMD&A
Other revenues decreased $220 million, or 19%, primarily from the transition of certain device recovery programs from external sources to in-house processing, resulting in a change in presentation from Other revenues to Equipment revenues.
Read it in 10-K 2025-01-31 at sec.gov ↗
RemovedMD&A
•A decrease of $472 million in Merger-related costs related to network decommissioning and integration;
Read it in 10-K 2025-01-31 at sec.gov ↗
RemovedMD&A
•A decrease of $81 million in device cost of equipment sales, excluding purchased leased devices, primarily from:
Read it in 10-K 2025-01-31 at sec.gov ↗
RemovedMD&A
Gain on disposal group held for sale was $25 million for the year ended December 31, 2023, related to the sale of the Wireline Business on May 1, 2023. There was no gain or loss on disposal group held for sale for the year ended December 31, 2024.
Read it in 10-K 2025-01-31 at sec.gov ↗
RemovedMD&A
•Higher interest income, primarily due to higher average balances and higher average interest rates on short-term cash equivalents.
Read it in 10-K 2025-01-31 at sec.gov ↗
RemovedMD&A
•Net tax benefits recognized from a remeasurement of deferred tax assets and liabilities in certain state jurisdictions.
Read it in 10-K 2025-01-31 at sec.gov ↗
RemovedMD&A
(1) Customers impacted by the decommissioning of the legacy Sprint CDMA and LTE and T-Mobile UMTS networks have been excluded from our postpaid account base resulting in the removal of 57,000 postpaid accounts in the first quarter of 2022 and 69,000 postpaid accounts in the second quarter of 2022.
Read it in 10-K 2025-01-31 at sec.gov ↗
RemovedMD&A
Postpaid phone churn decreased 1 basis point, primarily from improved customer retention, including the benefits of a differentiated value proposition and network experience.
Read it in 10-K 2025-01-31 at sec.gov ↗
RewordedMD&A
The following table summarizes our material contractual obligations and borrowings as of December 31, 2024, 2025, and the timing and effect that such commitments are expected to have on our liquidity and capital requirements in future periods:(in millions) Less Than 1 Year 1 - 3 Years 3 - 5 Years More Than 5 Years Total Long-term debt (1) $ 4,069 4,768 $ 11,735 15,246 $ 15,388 14,062 $ 46,799 52,205 $ 77,991 86,281 Interest on long-term debt 3,203 5,792 4,695 22,773 36,463 3,593 6,611 5,231 28,670 44,105 Financing lease liabilities, including imputed interest 1,242 1,166 29 — 2,437 1,222 1,119 21 7 2,369 Tower obligations (2) 380 788 835 3,677 5,680 389 810 862 3,239 5,300 Operating lease liabilities, including imputed interest 4,491 8,493 7,241 15,664 35,889 5,060 9,207 7,841 13,987 36,095 Purchase obligations (3) (4) (5) (6) 4,589 5,050 2,240 2,338 14,217 5,047 6,181 2,990 2,836 17,054 Spectrum leases and service credits (7) 289 613 641 3,807 5,350 297 629 645 3,448 5,019 IP transit services liability (8) 100 183 83 — — 283 183 Total contractual obligations $ 18,363 20,476 $ 33,820 39,886 $ 31,069 31,652 $ 95,058 104,392 $ 178,310 196,406
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedMD&A
Year Ended December 31, 2025 Versus 2024 2024 Versus 2023 2023 Versus 2022 (in millions, except percentages) 2025 2024 2023 2022 $ Change % Change $ Change % Change Net cash provided by operating activities $ 27,950 $ 22,293 $ 18,559 $ 16,781 5,657 25% $ 3,734 20% $ 1,778 11% Cash purchases of property and equipment, including capitalized interest (9,955) (8,840) (9,801) (13,970) (1,115) 13% 961 (10)% 4,169 (30)% Proceeds from sales of tower sites — — 12 9 — NM (12) (100)% 3 33% Proceeds related to beneficial interests in securitization transactions — 3,579 4,816 4,836 (3,579) (100)% (1,237) (26)% (20) —% Adjusted Free Cash Flow $ 17,995 $ 17,032 $ 13,586 $ 7,656 963 6% $ 3,446 25% $ 5,930 77% Net cash provided by operating activities margin (Net cash provided by operating activities divided by Service revenues) 39 % 34 % 29 % 27 % 500 bps 200 500 bps Adjusted Free Cash Flow margin (Adjusted Free Cash Flow divided by Service revenues) 25 % 26 % 21 % 12 % -100 bps 500 bps 900 bps
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedMD&A
On May 24, 2024, we entered into a securities purchase agreement with UScellular pursuant to which, among other things, we will acquire 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 an exchange offer to be made offers to certain UScellular debtholders prior to closing. debtholders.
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedMD&A
Upon closing of the transactions, we expect to We 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 with our proportionate share of earnings (losses) presented within Cost of services Other (expense) income, net on our Consolidated Statements of Comprehensive Income.
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedMD&A
Upon closing of the transactions, we expect to account for the Lumos and Metronet joint ventures under the equity method of accounting and We recognize service revenues for the acquired Lumos and Metronet fiber customers and the related wholesale costs paid to the joint ventures for network access within Postpaid revenues and Cost of services services, respectively, on our Consolidated Statements of Comprehensive Income.
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedMD&A
Special Items include Sprint Merger-related costs, (gain) loss on disposal groups held for sale, costs and UScellular merger-related costs (collectively, “Merger-related costs”), costs associated with our Network Restructuring Initiative, certain legal-related recoveries expenses and expenses, recoveries, Impairment expense, restructuring costs not directly attributable to the Sprint Merger or UScellular Acquisition (including severance), and other non-core gains and losses.
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedMD&A
As of January 24, 2025, February 6, 2026, DT and SoftBank held, directly or indirectly, approximately 51.5% and 7.5%, respectively, 52.8% of the outstanding T-Mobile common stock, with the remaining approximately 41.0% of the outstanding T-Mobile common stock held by other stockholders. stock.
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedMD&A
During the year ended December 31, 2024, 2025, we issued long-term debt for net proceeds of $8.6 billion $12.0 billion, including proceeds from the ECA Facility due March 2036 and ECA Facility due November 2036, and redeemed and repaid short-term short- and long-term debt with an aggregate principal amount of $5.1 $6.2 billion.
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedMD&A
In addition, (6)On April 1, 2025, we completed the joint acquisition of Lumos and pursuant to the definitive agreement, we expect to make an additional capital contribution of approximately $500 million in between 2027 or and 2028 under the existing business plan. plan, which is excluded from our reported purchase obligations above.
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RewordedMD&A
(1) In (1)In the second third quarter of 2024, 2025, we acquired 3,504,000 3,287,000 postpaid phone customers, 390,000 postpaid other customers, including 141,000 5G broadband customers, and 349,000 prepaid customers through the Ka’ena UScellular Acquisition, which includes the impact of certain base adjustments to align the policies of Ka’ena UScellular and T-Mobile.
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedMD&A
(1) In (1)In the second third quarter of 2024, 2025, we acquired 3,504,000 3,287,000 postpaid phone customers, 390,000 postpaid other customers, including 141,000 5G broadband customers, and 349,000 prepaid customers through the Ka’ena UScellular Acquisition, which includes the impact of certain base adjustments to align the policies of Ka’ena UScellular and T-Mobile.
Read it in 10-K 2026-02-11 at sec.gov ↗
RewordedMD&A
In 2025, 2026, we expect Total operating expenses to increase, primarily driven by higher Depreciation and amortization from assets placed into service associated with our continued build-out of our nationwide 5G network, as well as higher Cost of equipment sales, driven by higher expected unit sales from a growing customer base. base and higher Cost of services and Selling, general and administrative expenses, including from the result of our recently closed UScellular Acquisition.
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Quiet changesMD&A
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 will be was paid on March 13, 2025, to stockholders of record as of the close of business on February 28, 2025.
Read it in 10-K 2026-02-11 at sec.gov ↗
