01—Abstract
Summary
Summary of the 8-K filed September 4, 2025. Cited figures are marked; the original filing is the authoritative source.
On September 4, 2025, T-Mobile US (TMUS) furnished an 8-K under Item 7.01 announcing updated guidance following the August 1, 2025 close of its acquisition of United States Cellular Corporation (UScellular).
The headline news is that management now expects run-rate cost synergies of approximately $1.2 billiona, up 20% from the original $1.0 billion target, comprising about $950 million in opex and $250 million in capex synergies. The integration timeline has also been shortened to roughly two years from the original three to four years, and costs to achieve remain around $2.6 billion, within the original guidance range. On the customer side, management says stronger core postpaid net additions are expected to offset the higher-churning UScellular base, so full-year postpaid and postpaid phone net add guidance is unchanged.
Near-term financial drag is quantified for Q3 2025: about $400 millionb in service revenue and $125 million in Core Adjusted EBITDA from UScellular, about $100 million in costs to achieve (excluded from Core Adjusted EBITDA), and roughly $175 million in D&A. Postpaid ARPA is expected to be diluted by about $1.50 in Q3 from the lower-ARPA UScellular and Metronet base, while underlying postpaid ARPA growth for 2025 is still guided to at least 3.5%. Investors should also note roughly $350 million of predominantly non-cash digital transformation charges in Q3 tied to accelerating a move to a streamlined billing technology stack, plus about $120 million of additional D&A, integration and other expenses from recent non-UScellular acquisitions and network investments.
These are excluded from Core Adjusted EBITDA, so the headline adjusted figures will look stronger than GAAP results in the near term. The filing is a Regulation FD disclosure and is not deemed filed under the Exchange Act.
02—Key points
Key Highlights
- Increased UScellular run-rate synergy target to approximately $1.2 billion, a 20% increase from the original $1.0 billion (about $950M opex and $250M capex)
- Integration now expected in about two years, versus the original three to four years
- Costs to achieve reaffirmed at approximately $2.6 billion, within the original guidance range
- Q3 2025 UScellular contribution: ~$400M service revenue, ~$125M Core Adjusted EBITDA, ~$175M D&A, ~$100M costs to achieve
- Full-year 2025 postpaid and postpaid phone net add guidance unchanged; core business strength expected to offset higher-churn UScellular base
- Postpaid ARPA expected to be diluted by ~$1.50 in Q3 from UScellular and Metronet; underlying ARPA growth still guided to at least 3.5% for 2025
- About $350M in predominantly non-cash digital transformation charges in Q3 and ~$120M of additional D&A, integration and other expenses, both excluded from Core Adjusted EBITDA
03—Questions
Frequently Asked Questions
How much cost synergy does T-Mobile now expect from the UScellular deal?
T-Mobile expects approximately $1.2 billion in total annual run-rate cost synergies upon integration, up 20% from the original approximately $1.0 billion. That figure comprises about $950 million in operating expense synergies and about $250 million in capital expenditure synergies.
Did T-Mobile change its 2025 customer or subscriber guidance?
No. Management said stronger core T-Mobile postpaid net additions are expected to offset the higher-churning UScellular base, so full-year postpaid and postpaid phone net add guidance is unchanged.
What is the near-term financial impact of UScellular on Q3 2025?
T-Mobile expects roughly $400 million of service revenue and about $125 million of Core Adjusted EBITDA from UScellular in Q3. It also expects about $100 million of costs to achieve, excluded from Core Adjusted EBITDA, and about $175 million of depreciation and amortization.
Why will postpaid ARPA be lower in the near term?
The acquired UScellular base and postpaid accounts from the Metronet joint venture both carry lower postpaid ARPA. Together they are expected to reduce consolidated postpaid ARPA by about $1.50 in Q3. Management still expects underlying ARPA growth of at least 3.5% for full-year 2025, excluding these acquisitions.
What are the $350 million in Q3 charges, and how do they affect reported results?
The roughly $350 million is predominantly non-cash and relates to accelerating T-Mobile's move to a streamlined billing technology stack. It includes non-cash impairment, accelerated depreciation on retired software, and personnel costs tied to technology modernization. These charges are excluded from Core Adjusted EBITDA, so they will affect GAAP net income more than the adjusted metric.
04—Continue