T-Mobile US (TMUS) 10-K risk factor changes: FY2021 vs FY2020

The Pandemic [removed: has adversely affected, and will] [added: may] continue to adversely [removed: affect,] [added: affect] our business, liquidity, financial condition and operating results.

The Pandemic has [removed: impacted, and will continue to impact, the demand for our products and services,] [added: impacted] the ways in which our customers use [removed: them,] [added: their devices,] where and how we work, and our suppliers and vendors’ ability to provide products to us.

As a result, our business, liquidity, financial condition, and operating results [removed: have been, and will] [added: may] continue to [removed: be,] [added: be] adversely impacted by the Pandemic.

Economic, political and market [removed: conditions, including those caused by the Pandemic,] [added: conditions] may adversely affect our business, financial condition, and operating results.

Our business, financial condition and operating results are sensitive to changes in general economic conditions, including interest rates, consumer credit conditions, consumer debt levels, consumer confidence, [added: unemployment rates, economic growth, energy costs,] rates of inflation (or concerns about deflation), [removed: unemployment rates, economic growth, energy costs,] and other macro-economic factors.

Further, because [removed: we offer] [added: Sprint offered] a device leasing plan, we expect to realize economic benefit from the estimated residual value of a leased device, which reflects the estimated fair value of the underlying asset at the end of the expected lease term.

Changes in residual value assumptions made at lease inception affect the amount of depreciation expense and the net amount of equipment [added: revenue] under operating leases.

If estimated residual values, in the aggregate, significantly decline due to economic factors, including [removed: COVID-19] [added: Pandemic] impacts, obsolescence, or other circumstances, we may not realize such residual value.

Weak economic [removed: conditions] and credit conditions may also adversely impact our suppliers, dealers, and [added: wholesale partners or] MVNOs, some of which may file for bankruptcy, or may experience cash flow or liquidity problems, or may be unable to obtain or refinance credit such that they may no longer be able to operate.

We have multiple [removed: competitors, many of which] [added: competitors that] possess either more or different access to [removed: strategic capital] [added: wireless] assets, and yet we compete for customers based principally on service/device offerings, price, network coverage, speed and [removed: quality] [added: quality,] and customer [added: service.]

We expect [removed: market saturation to continue to cause] the wireless industry’s customer growth rate to [removed: be] moderate in comparison with historical growth rates, leading to ongoing competition for customers.

We face [removed: intense and increasing] [added: increased] competition from other service [removed: providers] [added: providers, including from cable, wireline and satellite providers,] as industry sectors [removed: converge, such as cable, telecom services and content, satellite, and other service providers.][added: converge.]

[removed: Companies] [added: Cable companies] such as [removed: Altice, Charter] [added: Comcast, Charter,] and [removed: DISH] [added: Altice] are diversifying outside cable, voice and broadband services to also offer wireless services.

These [removed: factors, together with the effects of the increasing aggregate penetration of wireless services in all metropolitan areas and the ability of our larger competitors to use resources to build out their networks and to quickly deploy advanced technologies, such as 5G,] [added: factors] could make it more difficult for us to continue to attract and retain customers, [removed: and may] adversely [removed: affect] [added: affecting] our competitive position and ability to grow, which [removed: would] [added: could] have a material adverse effect on our business, financial condition and operating results.

[removed: Joint] [added: We have seen, and continue to expect, additional joint] ventures, mergers, acquisitions and strategic alliances in the [removed: wireless sector have resulted in, and are expected to] [added: converged connectivity sector, which could] result [removed: in,] [added: in] larger competitors competing for a limited number of customers.

Further [removed: consolidation, including the pending acquisition of TracFone Wireless by Verizon,] [added: consolidation] could negatively impact our businesses, including wholesale.

[removed: We] [added: For example, we] will experience declining revenues from our wholesale business [removed: if] [added: as] Verizon migrates legacy TracFone customers off the T-Mobile network and DISH migrates Boost customers to [added: either] their standalone [removed: network.][added: network or AT&T.]

In addition, refusal of our competitors [added: and partners] to provide critical access to resources and inputs, such as roaming and/or backhaul services, on reasonable terms could negatively impact our business.

Unauthorized access to Confidential Information [removed: may be] [added: is] difficult to anticipate, [removed: detect,] [added: detect] or prevent, particularly given that the methods [removed: of] [added: used by third parties to gain] unauthorized access constantly change and evolve.

[removed: More typically, such] [added: Typically, these] incidents [added: have] involved attempts to commit fraud by taking control of a customer’s phone line.

In [removed: a few] [added: other] cases, [added: the] incidents [added: have also] involved unauthorized access to [added: certain of our customers’ private information, including] credit card information, financial data, social security numbers or passwords.

[removed: While we do not believe these security incidents were material and actions were taken to prevent reoccurrence, we expect to continue to be the target of cyber-attacks,] [added: Any future cyberattacks,] data breaches, or security [removed: incidents, which] [added: incidents] may [removed: in the future] have a material adverse effect on our business, reputation, financial condition, [added: cash flows] and operating results.

As a telecommunications carrier, we are considered a critical infrastructure provider and therefore [removed: may be more likely to be the] [added: are a persistent] target of [removed: cyber-attacks (e.g., denial of service and other malicious attacks).][added: cyberattacks.]

[removed: Such attacks] [added: Attacks] against companies [removed: may be] [added: like ours are] perpetrated by a variety of groups [removed: or] [added: and] persons, including those in jurisdictions where law enforcement measures to address such attacks are ineffective or unavailable, and such attacks may even be perpetrated by or at the behest of foreign governments.

In addition, we provide confidential, proprietary and personal information to third-party service [added: and equipment] providers as part of our business operations.

These third-party service [added: and equipment] providers have experienced [added: in the past and will likely continue to experience] data breaches and other attacks that [removed: included] [added: involve] unauthorized access to Confidential Information [removed: in the past,] and [added: create operational disruptions, and they] face security challenges common to all parties that collect and [added: process information.]

Our procedures and safeguards to prevent unauthorized access to [removed: sensitive data] [added: information] and to defend against attacks seeking to disrupt our services must be continually evaluated and [removed: revised] [added: enhanced] to address the ever-evolving threat [removed: landscape.][added: landscape and changing cybersecurity regulations, which could require the investment of significant resources.]

We cannot make assurances that all preventive actions taken will adequately repel a significant attack or prevent [removed: information] [added: or substantially mitigate the impacts of] security breaches or [removed: the] misuses of data, unauthorized access by third parties or [removed: employees,] [added: employees] or exploits against third-party supplier [removed: environments.][added: environments, or that we or our third-party service and equipment providers will be able to effectively identify, investigate or remediate such incidents in a timely manner or at all.]

[removed: If we] [added: As a result of the August 2021 cyberattack] or [removed: our third-party suppliers are subject to such attacks] [added: other cyberattacks] or security [removed: breaches,] [added: breaches involving our Company or our third-party service and equipment providers,] we may incur significant costs or [added: experience] other material financial impacts, which may not be covered by, or may exceed the coverage limits of, our cyber insurance, [removed: be subject to regulatory investigations, sanctions] and [removed: private litigation, experience disruptions to our operations or suffer damage to] [added: such costs and impacts may have a material adverse effect on] our [removed: reputation.][added: business, reputation, financial condition, cash flows and operating results.]

[removed: Any future cyber-attacks, data breaches,] [added: For any] or [removed: security incidents] [added: all of these reasons, as well as unknown risks, acquisitions, investments, or mergers] may have a material adverse effect on our business, financial condition and operating results.

[removed: As a result of completing the Transactions, we acquired additional] [added: We continue to deploy] spectrum [removed: from Sprint, including 2.5 GHz spectrum, that we need in order] to [removed: continue our customer growth,] expand and deepen our coverage, [added: particularly 5G coverage,] maintain our quality of service, meet increasing customer demands, and deploy new technologies.

The continued interest in, and acquisition of, spectrum by existing carriers and [removed: others] [added: others, including speculators,] may reduce our ability to acquire and/or increase the cost of acquiring spectrum in the secondary [removed: market] [added: market, including leasing] or [added: purchasing additional spectrum in the 2.5 GHz band, or] negatively impact our ability to gain access to spectrum through other means, including government auctions.

[removed: Our] [added: Any] return on [added: our] investment in spectrum depends on our ability to attract additional customers and to provide additional services and usage to existing customers.

The [removed: FCC] [added: FCC, or other government entities,] may impose conditions on the acquisition and use of new wireless broadband mobile spectrum that may negatively impact our ability to obtain spectrum economically or in appropriate configurations or coverage areas.

Our business could be harmed if we are unable to retain or motivate key personnel, hire qualified [removed: personnel] [added: personnel,] or maintain our corporate culture.

The market for highly skilled workers and leaders [removed: in our industry] is extremely competitive.

We believe [removed: that] our future success depends in substantial part on our ability to recruit, hire, motivate, develop, and retain talented personnel for [removed: all areas of our organization, including our CEO and the other members of our senior leadership team.]

In addition, [removed: uncertainty about] the [removed: process] [added: continued integration] of [removed: integrating] T-Mobile’s and Sprint’s businesses [added: and culture] could have an adverse impact on our employees.

[removed: These uncertainties] [added: This integration] may impact our ability to attract, retain and motivate key personnel, as existing and prospective employees may experience uncertainty about their future roles with us.

We may incur significant costs in identifying, hiring and replacing departing employees and may lose [added: significant expertise and talent.]

Risks related to the Pandemic

Current and future Pandemic-related restrictions on, or disruptions of, transportation networks and supply chain shortages could impact our ability to acquire handsets or other end user devices in amounts sufficient to meet customer demand and to obtain the equipment required to meet our current and future network buildout plans, either of which could materially adversely affect us.

The extent to which the Pandemic may impact our future operational and financial performance remains uncertain and is subject to many factors outside of our control, including the timing, extent, trajectory and duration of the Pandemic, the emergence of new variants, the continued development, availability, distribution and effectiveness of vaccines and treatments, the imposition of protective public safety measures and the impact of the Pandemic on the economy and consumer demand.

Potential negative impacts of these external factors include, but are not limited to, material adverse effects on demand for our products and services; our supply chain and sales and distribution channels; collectability of customer accounts; our ability to execute strategic plans; and our profitability and cost structure.

To the extent the Pandemic adversely affects our business, results of operations and financial condition, it may also have the effect of exacerbating the other risks discussed in this “Risk Factors” section.

[Table of](#i1e9b7d762d5c4406b8f110ee0e5f825c_7) [Contents](#i1e9b7d762d5c4406b8f110ee0e5f825c_7)

Wireline companies, such as Frontier and Windstream have announced plans for fiber buildouts, often supported by government funding, which may impact our fixed wireless High Speed Internet growth plans.

We expect DISH, which has already acquired several MVNOs, to meet their government commitments and build a wireless network and offer competitive postpaid and prepaid wireless service plans.

Verizon and AT&T have refocused on connectivity services, including fiber builds and deployment of next generation wireless technology, and we expect both companies to increase competitive pressure, including expanding partnerships and offerings.

We have recently experienced a criminal cyberattack and could in the future be further harmed by disruption, data loss or other security breaches, whether directly or indirectly through third parties.

We and our third-party service and equipment providers are subject to attacks and threats to our and their IT networks, systems and supply chain, including attacks and threats by state-sponsored parties, malicious actors, employees or third parties, who may exploit bugs, errors, misconfigurations or other vulnerabilities or engage in social engineering to compromise the confidentiality and integrity of Confidential Information or cause serious operational disruptions (e.g., ransomware).

In addition, the Pandemic has presented additional operational and cybersecurity risks to our IT systems due to work-from-home arrangements at the Company and our third-party service and equipment providers.

[Table of](#i1e9b7d762d5c4406b8f110ee0e5f825c_7) [Contents](#i1e9b7d762d5c4406b8f110ee0e5f825c_7)

In August 2021, we disclosed that our systems were subject to a criminal cyberattack that compromised certain data of millions of our current customers, former customers, and prospective customers, including, in some instances, social security numbers, names, addresses, dates of birth and driver’s license/identification numbers.

With the assistance of outside cybersecurity experts, we located and closed the unauthorized access to our systems and identified current, former and prospective customers whose information was impacted and notified them, consistent with state and federal requirements.

We have incurred certain cyberattack-related expenses and expect to continue to incur additional expenses in future periods, including costs to remediate the attack, provide additional customer support and enhance customer protection.

For more information, see “Cyberattack” in the Overview section of MD&A.

As a result of the August 2021 cyberattack, we are subject to numerous lawsuits and regulatory inquiries, the ongoing costs of which may be material, and we may be subject to further regulatory inquiries and private litigation.

For more information, see “– Contingencies and Litigation – Litigation and Regulatory Matters” in [Note 1](#i1e9b7d762d5c4406b8f110ee0e5f825c_97)[7](#i1e9b7d762d5c4406b8f110ee0e5f825c_97) [– Commitments and Contingencies](#i1e9b7d762d5c4406b8f110ee0e5f825c_97) of the Notes to the Consolidated Financial Statements, and “– Unfavorable outcomes of legal proceedings may adversely affect our business, reputation, financial condition, cash flows and operating results” below.

In addition to the August 2021 cyberattack, we have experienced other unrelated immaterial incidents involving unauthorized access to certain Confidential Information, and we expect to experience cyberattacks and other cybersecurity incidents in the future.

We have also experienced, and expect to continue to experience, cyberattacks and other incidents involving our supply chain and in relation to third-party products and services (including cloud services) that are used in our IT environment and business.

We expect to continue to be the target of cyberattacks, data breaches or security incidents, given the nature of our business, and we expect the same with respect to our third-party service and equipment providers.

Negative public perception of, and regulations regarding, the perceived health risks relating to 5G networks could undermine market acceptance of our 5G services.

This competition has become exacerbated by the increase in employee resignations currently taking place throughout the United States as a result of the Pandemic.

[Table of](#i1e9b7d762d5c4406b8f110ee0e5f825c_7) [Contents](#i1e9b7d762d5c4406b8f110ee0e5f825c_7)

all areas of our organization, including our CEO and the other members of our senior leadership team.

Further, our vaccination and return to office protocols during the Pandemic may also impact the recruitment and retention of employees.

If key employees depart or we are unable to recruit successfully, our business could be negatively impacted.

System, network or infrastructure failures may prevent us from providing reliable service.

However, as we continue to expand and differentiate from our competitors, we may acquire additional spectrum in the future.

Additionally, increased interest from third parties in acquiring spectrum may make it difficult to renew leases of some of our existing 2.5 GHz spectrum holdings in the future.

[Table of](#i1e9b7d762d5c4406b8f110ee0e5f825c_7) [Contents](#i1e9b7d762d5c4406b8f110ee0e5f825c_7)

The wireless industry, broadly, is dependent on population growth.

In addition, the Government Commitments place certain limitations on our ability to increase prices, which limits our ability to pass growing costs to customers.

Rising prices for goods, services and labor due to inflation could adversely impact our margins and/or growth.

[Table of](#i1e9b7d762d5c4406b8f110ee0e5f825c_7) [Contents](#i1e9b7d762d5c4406b8f110ee0e5f825c_7)

[Table of](#i1e9b7d762d5c4406b8f110ee0e5f825c_7) [Contents](#i1e9b7d762d5c4406b8f110ee0e5f825c_7)

Changes in credit market conditions could adversely affect our ability to raise debt favorably.

Instability in the global financial markets, inflation, policies of various governmental and regulatory agencies, including changes in monetary policy and interest rates, and other general economic conditions could lead to volatility in the credit and equity markets.

[Table of](#i1e9b7d762d5c4406b8f110ee0e5f825c_7) [Contents](#i1e9b7d762d5c4406b8f110ee0e5f825c_7)

[Table of C](#ie0b8126e3561405d804a366b3fab7a31_7)[o](#ie0b8126e3561405d804a366b3fab7a31_7)[ntents](#ie0b8126e3561405d804a366b3fab7a31_7)

To ensure the safety of both customers and employees, we continue to open, close, and limit capacity of our retail stores in compliance with local and state mandates and orders.

However, even when we are able to open stores and provide safe and healthy operating environments, we have seen and may continue to see decreased traffic and therefore lower switching activity in the industry.

In addition, the Pandemic has impacted customers’ ability to pay, and we expect to continue to work with them to help them maintain service and become current on their accounts, which may materially and adversely impact our financial results.

These efforts may divert resources from our network buildout and put additional strain on our network, potentially leading to impacts on customer experience.

Even after the Pandemic has subsided, we may continue to experience impacts to our business as a result of the Pandemic’s global economic impact and any recession that has occurred or may occur in the future.

Further, as the Pandemic situation is unprecedented and continuously evolving, the Pandemic may also affect our operating and financial results in a manner that is not presently known to us or in a manner that we currently do not consider to present significant risks to our operations.

[Table of C](#ie0b8126e3561405d804a366b3fab7a31_7)[o](#ie0b8126e3561405d804a366b3fab7a31_7)[ntents](#ie0b8126e3561405d804a366b3fab7a31_7)

service.

Competitors such as Comcast and AT&T provide original content services in addition to wireless, cable, voice and broadband services, and consumers are increasingly accessing video content from Internet-based providers and applications, all of which create increased competition in this area.

We could be harmed by data loss or other security breaches, whether directly or indirectly.

We are subject to the threat of unauthorized access or disclosure of Confidential Information by state-sponsored parties, malicious actors, third parties or employees, errors or breaches by third-party suppliers, or other security incidents that could compromise the confidentiality and integrity of Confidential Information.

We have previously notified affected customers of incidents involving unauthorized access to certain customer information in compliance with applicable laws concerning customer notice, and we expect we will provide such notices again.

For example, in December 2020, we notified a small number of customers of unauthorized access to their account information that is considered “customer proprietary network information” by the FCC.

[Table of C](#ie0b8126e3561405d804a366b3fab7a31_7)[o](#ie0b8126e3561405d804a366b3fab7a31_7)[ntents](#ie0b8126e3561405d804a366b3fab7a31_7)

process information.

Past data breaches include a breach of the networks of one of our credit decisioning providers in September 2015, during which a subset of records containing current and potential customer information was acquired by an external party.

Although the Merger has reduced our immediate need to acquire additional spectrum, as we continue to enhance the quality of our services in certain geographic areas and deploy new technologies, including 5G, we may acquire additional spectrum in the future.

[Table of C](#ie0b8126e3561405d804a366b3fab7a31_7)[o](#ie0b8126e3561405d804a366b3fab7a31_7)[ntents](#ie0b8126e3561405d804a366b3fab7a31_7)

To be successful, we must provide our customers with reliable, trustworthy service and protect the communications, location, and personal information shared or generated by our customers.

System, network or infrastructure failures may prevent us from providing reliable service or may allow for unauthorized use of or interference with our networks and other systems or the compromise of customer information.

- theft of customer and/or proprietary information offered for sale for competitive advantage or corporate extortion;

[Table of C](#ie0b8126e3561405d804a366b3fab7a31_7)[o](#ie0b8126e3561405d804a366b3fab7a31_7)[ntents](#ie0b8126e3561405d804a366b3fab7a31_7)

[Table of C](#ie0b8126e3561405d804a366b3fab7a31_7)[o](#ie0b8126e3561405d804a366b3fab7a31_7)[ntents](#ie0b8126e3561405d804a366b3fab7a31_7)

- acquisition financing may not be available on reasonable terms or at all and any such financing could significantly increase our outstanding indebtedness or otherwise affect our capital structure or credit ratings; and

For any or all of these reasons, acquisitions, investments, or mergers may have a material adverse effect on our business, financial condition and operating results.

Our financial condition and operating results will be negatively affected if we experience high fraud rates or volumes related to device financing, customer payment cards, third-party dealers, employees, subscriptions, identities or account takeover fraud.

Our operating costs could increase substantially as a result of fraud, including any fraud related to device financing, customer payment cards, third-party dealers, employees, subscriptions, service use/abuse, or account takeover fraud.

If our fraud strategies and processes are not successful in detecting, mitigating, and preventing fraud, the resulting loss of revenue or increased expenses could have a material adverse effect on our financial condition and operation results.

This includes fraudulent activities perpetrated directly against us or through the systems, processes, and operations of third parties such as national retailers, dealers, and others.

[Table of C](#ie0b8126e3561405d804a366b3fab7a31_7)[o](#ie0b8126e3561405d804a366b3fab7a31_7)[ntents](#ie0b8126e3561405d804a366b3fab7a31_7)

industry conditions and increasing the amount of cash required to service our debt.

Because of our substantial indebtedness, there is a risk that we may not be able to service our debt obligations in accordance with their terms.

In addition, instability in the global financial markets could lead to periodic volatility in the credit, equity, and fixed income markets.

Some or all of our variable-rate indebtedness may use the London Inter-Bank Offered Rate (“LIBOR”) as a benchmark for establishing the rate.

LIBOR will be discontinued after 2021 and will be replaced with an alternative reference rate.

The consequence of this development cannot be entirely predicted but could include an increase in the cost of our variable rate indebtedness.

- incurring additional indebtedness and issuing preferred stock;

- paying dividends, redeeming capital stock or making other restricted payments or investments;

- selling, buying or leasing assets, properties or licenses, including spectrum;

- Context to the [added: consolidated] financial statements; and

Our MD&A is performed on a consolidated basis and is inclusive of the results and operations of Sprint prospectively from the close of [removed: our] [added: the] Merger on April 1, 2020.

The Merger enhanced our spectrum portfolio, increased our customer base, altered our product mix [removed: by increasing the portion of customers who finance their devices with leasing programs] and created [removed: opportunity] [added: opportunities] for synergies in our operations.

We anticipate an initial increase in our combined operating [removed: costs] [added: costs,] which we expect to decrease as we realize synergies.

Our MD&A is provided as a supplement to, and should be read together with, our audited consolidated financial statements as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] included in [Part [removed: I](#ie0b8126e3561405d804a366b3fab7a31_13)[I](#ie0b8126e3561405d804a366b3fab7a31_13)[, Item](#ie0b8126e3561405d804a366b3fab7a31_13) [8](#ie0b8126e3561405d804a366b3fab7a31_13)] [added: I](#i1e9b7d762d5c4406b8f110ee0e5f825c_13)[I](#i1e9b7d762d5c4406b8f110ee0e5f825c_13)[, Item](#i1e9b7d762d5c4406b8f110ee0e5f825c_13) [8](#i1e9b7d762d5c4406b8f110ee0e5f825c_13)] of this Form 10-K.

On April 1, 2020, we completed [removed: our] [added: the] Merger with Sprint, a communications company offering a comprehensive range of wireless and wireline communications products and services.

As a result, Sprint and its subsidiaries became [removed: wholly owned] [added: wholly-owned] consolidated subsidiaries of T-Mobile.

As a combined company, we [removed: expect to be] [added: have been] able to enhance the breadth and depth of our nationwide 5G network, accelerate innovation, increase competition in the U.S. [removed: wireless, video] [added: wireless] and broadband industries and achieve significant synergies and cost reductions by eliminating redundancies within the combined network as well as other business processes and operations.

For more information regarding the Merger, see [Note 2 – Business [removed: Combination](#ie0b8126e3561405d804a366b3fab7a31_43)] [added: Combinations](#i1e9b7d762d5c4406b8f110ee0e5f825c_43)] of the Notes to the Consolidated Financial Statements.

For more [removed: information,] [added: information regarding these commitments,] see [Note [removed: 12 - Discontinued Operations](#ie0b8126e3561405d804a366b3fab7a31_94)] [added: 1](#i1e9b7d762d5c4406b8f110ee0e5f825c_97)[7](#i1e9b7d762d5c4406b8f110ee0e5f825c_97) [– Commitments and Contingencies](#i1e9b7d762d5c4406b8f110ee0e5f825c_97)] of the Notes to the Consolidated Financial Statements.

See “Adjusted [added: EBITDA and Core Adjusted] EBITDA” in the “[Performance [removed: Measures](#ie0b8126e3561405d804a366b3fab7a31_178)”] [added: Measures](#i1e9b7d762d5c4406b8f110ee0e5f825c_151)”] section of this MD&A.

Merger-related costs [added: associated with the Merger and acquisitions of affiliates] generally include:

- Integration costs to achieve efficiencies in network, retail, information technology and back office [removed: operations;][added: operations, migrate customers to the T-Mobile network and the impact of legal matters assumed as part of the Merger;]

- Transaction costs, including legal and professional services related to the completion of the [removed: Merger.][added: transactions.]

Merger-related costs have been excluded from our [removed: calculation] [added: calculations] of Adjusted [added: EBITDA and Core Adjusted] EBITDA, [removed: a] [added: which are] non-GAAP financial [removed: measure,] [added: measures,] as we do not consider these costs to be reflective of our ongoing operating performance.

See [removed: “Adjusted EBITDA”] [added: “Postpaid ARPA”] in the “[Performance [removed: Measures](#ie0b8126e3561405d804a366b3fab7a31_178)”] [added: Measures](#i1e9b7d762d5c4406b8f110ee0e5f825c_151)”] section of this MD&A.

Cash payments for Merger-related costs, including payments related to our restructuring plan, are included in Net cash provided by operating activities [removed: in] [added: on] our Consolidated Statements of Cash Flows.

Merger-related costs [removed: during the years ended December 31, 2020, 2019 and 2018] are presented below:

| (in millions) | | | | | | | | | | | | | | | Year Ended December 31, | | | | | | | | | | | | | | | | | | [removed: 2020] [added: 2021] Versus [removed: 2019] [added: 2020] | | | | | | | | | | | | [removed: 2019] [added: 2020] Versus [removed: 2018] [added: 2019] | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | | | | | $ Change | | | | | | % Change | | | | | | $ Change | | | | | | % Change | | | | | |

| Cost of services, exclusive of depreciation and amortization | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | [removed: 646] [added: 1,015] | | | | | $ | [removed: —] [added: 646] | | | | | $ | — | | | | | $ | [removed: 646] [added: 369] | | | | | [removed: NM] [added: 57] | | [added: %] | | | | $ | [removed: —] [added: 646] | | | | | NM | | |

| Cost of equipment sales | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 6] [added: 1,018] | | | | | | [removed: —] [added: 6] | | | | | | — | | | | | | [removed: 6] [added: 1,012] | | | | | | NM | | | | | | [removed: —] [added: 6] | | | | | | NM | | |

| Selling, general and administrative | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 1,263] [added: 1,074] | | | | | | [removed: 620] [added: 1,263] | | | | | | [removed: 196] [added: 620] | | | | | | [removed: 643] [added: (189)] | | | | | | [removed: 104] [added: (15)] | | % | | | | [removed: 424] [added: 643] | | | | | | [removed: 216] [added: 104] | | % |

| Total Merger-related costs | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | [removed: 1,915] [added: 3,107] | | | | | $ | [removed: 620] [added: 1,915] | | | | | $ | [removed: 196] [added: 620] | | | | | $ | [removed: 1,295] [added: 1,192] | | | | | [removed: 209] [added: 62] | | % | | | | $ | [removed: 424] [added: 1,295] | | | | | [removed: 216] [added: 209] | | % |

| Cash payments for Merger-related costs | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | [removed: 1,493] [added: 2,170] | | | | | $ | [removed: 442] [added: 1,493] | | | | | $ | [removed: 86] [added: 442] | | | | | $ | [removed: 1,051] [added: 677] | | | | | [removed: 238] [added: 45] | | % | | | | $ | [removed: 356] [added: 1,051] | | | | | [removed: 414] [added: 238] | | % |

Merger-related costs will be impacted by restructuring and integration activities expected to occur [removed: over] [added: through] the [removed: next three years] [added: end of fiscal year 2023,] as we implement initiatives to realize cost efficiencies from the [removed: Merger.][added: Merger and our acquisitions of affiliates.]

Transaction costs, including legal and professional service fees related to the completion of the [removed: Merger,] [added: Merger and acquisitions of affiliates,] are expected to [removed: decrease in periods subsequent] [added: continue] to [removed: the close of the Merger.][added: decrease.]

Our [added: remaining integration and] restructuring activities are expected to occur over the next [removed: three] [added: two] years with substantially all costs incurred by the end of fiscal year 2023.

[removed: We expect our principal sources of funding to be sufficient to meet our] liquidity requirements and anticipated payments associated with the restructuring initiatives.

We expect these activities to result in a reduction of expenses [removed: within] [added: in] Cost of services and Selling, general and administrative [removed: in] [added: on] our Consolidated Statements of Comprehensive Income.

The [removed: COVID-19 pandemic] [added: Pandemic] has resulted in a widespread health crisis that has adversely affected businesses, [removed: economies,] [added: economies] and financial markets worldwide, and has caused significant volatility in the U.S. and international debt and equity markets.

In addition, the Pandemic has resulted in economic [removed: uncertainty and a significant increase in unemployment in the United States,] [added: uncertainty,] which could affect our customers’ purchasing decisions and ability to make timely payments.

We [added: will] continue to monitor the Pandemic and its impacts and may adjust our actions as needed to continue to provide our products and services to our communities and employees.

[removed: For] [added: - Selling, general and administrative expenses for] the year ended December 31, 2020, [removed: we incurred] [added: included] $458 [removed: million, before taxes, in] [added: million of] supplemental employee payroll, third-party commissions and cleaning-related COVID-19 [removed: costs, which are included in Selling, general and administrative expenses in our Consolidated Statements of Comprehensive Income.][added: costs.]

See [removed: “Adjusted EBITDA”] [added: “Prepaid ARPU”] in the “[Performance [removed: Measures](#ie0b8126e3561405d804a366b3fab7a31_178)”] [added: Measures](#i1e9b7d762d5c4406b8f110ee0e5f825c_151)”] section of this [removed: MD&A.][added: MD&A; and]

| | | | | | | | | | | | | | | | Year Ended December [removed: 31] [added: 31,] | | | | | | | | | | | | | | | | | | [removed: 2020] [added: 2021] Versus [removed: 2019] [added: 2020] | | | | | | | | | | | | [removed: 2019] [added: 2020] Versus [removed: 2018] [added: 2019] | | | | | | | | | | | | | | | | | | | | |

| [removed: (in millions)] [added: (in millions)] | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | | | | | $ Change | | | | | | % Change | | | | | | $ Change | | | | | | % Change | | |

| Postpaid revenues | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | [removed: 36,306] [added: 42,562] | | | | | $ | [removed: 22,673] [added: 36,306] | | | | | $ | [removed: 20,862] [added: 22,673] | | | | | $ | [removed: 13,633] [added: 6,256] | | | | | [removed: 60] [added: 17] | | % | | | | $ | [removed: 1,811] [added: 13,633] | | | | | [removed: 9] [added: 60] | | % |

| Prepaid revenues | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 9,421] [added: 9,733] | | | | | | [removed: 9,543] [added: 9,421] | | | | | | [removed: 9,598] [added: 9,543] | | | | | | [removed: (122)] [added: 312] | | | | | | [removed: (1)] [added: 3] | | % | | | | [removed: (55)] [added: (122)] | | | | | | (1) | | % |

| Wholesale revenues | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 2,590] [added: 3,751] | | | | | | [removed: 1,279] [added: 2,590] | | | | | | [removed: 1,183] [added: 1,279] | | | | | | [removed: 1,311] [added: 1,161] | | | | | | [removed: 103] [added: 45] | | % | | | | [removed: 96] [added: 1,311] | | | | | | [removed: 8] [added: 103] | | % |

As a result, T-Mobile become the legal owner of the Wireless Assets.

This transaction represented an opportunity to reacquire the exclusive rights to deliver Sprint’s wireless network services in Shentel’s former affiliate territory and simplify our operations.

The acquisition of the Wireless Assets has altered the composition of certain assets and liabilities on our balance sheet, including Goodwill and Other intangible assets.

Transaction and restructuring costs are disclosed in [Note 2 – Business Combinations](#i1e9b7d762d5c4406b8f110ee0e5f825c_43) and [Note 1](#i1e9b7d762d5c4406b8f110ee0e5f825c_103)[8](#i1e9b7d762d5c4406b8f110ee0e5f825c_103) [](#i1e9b7d762d5c4406b8f110ee0e5f825c_103)[–](#i1e9b7d762d5c4406b8f110ee0e5f825c_103) [Restructuring Costs](#i1e9b7d762d5c4406b8f110ee0e5f825c_103), respectively, of the Notes to the Consolidated Financial Statements.

We expect to incur a total of $12.0 billion of Merger-related costs, excluding capital expenditures, of which $6.5 billion has been incurred since the beginning of 2018, including $700 million of costs incurred by Sprint prior to the Merger.

We expect to incur total Merger-related costs, excluding capital expenditures, of $5.5 billion to complete our remaining integration and restructuring activities, $4.5 billion to $5.0 billion of which is expected to be incurred in fiscal year 2022.

We expect our principal sources of funding to be sufficient to meet our

Cyberattack

As we previously reported, we were subject to a criminal cyberattack involving unauthorized access to T-Mobile’s systems.

We became aware of a potential issue on August 12, 2021.

We immediately began a forensic investigation and engaged cybersecurity experts to assist with the assessment of the incident and to help determine what data was impacted.

As we previously reported, we promptly located and closed the unauthorized access to our systems.

Our investigation uncovered that the perpetrator illegally gained access to certain areas of our systems on or about March 18, 2021, but only gained access to and took data of current, former and prospective customers beginning on or about August 3, 2021.

Based on the initial investigation findings, we moved to quickly identify current, former and prospective customers whose information was impacted and notify them, consistent with state and federal requirements.

Simultaneously, we undertook a number of other measures to demonstrate our continued support and commitment to data privacy and protection and continued to work with our cybersecurity experts to finish our forensic investigation, with the goal to ensure we had a complete understanding of the scope and impact of the unauthorized access.

We also coordinated our efforts with law enforcement.

Also as previously reported, our forensic investigation took time and was completed in October 2021, although our overall investigation into the incident is ongoing.

As a result of our forensic investigation, we believe we have a full view of the data compromised.

We have no evidence that individual financial account numbers, such as full credit or debit card numbers, were accessed or taken in relation to the August 2021 cyberattack.

Throughout our forensic investigation of the August 2021 cyberattack, our top priority was to support those individuals impacted by the cyberattack.

We sent notifications to our customers and customer accounts whose names, dates of birth, Social Security numbers (“SSNs”)/Tax Identifiers (“Tax IDs”) and driver’s license/identification numbers (“ID Numbers”) were taken, consistent with state and federal requirements, including to approximately 7.8 million current customer accounts and approximately 40.0 million former and prospective customers.

We also notified an additional 1.9 million former and prospective customers who had their names, dates of birth and ID Numbers (but not valid SSNs/Tax IDs) taken.

Out of an abundance of caution during the earliest days of our investigation and to help alleviate consumer concerns and confusion, we rapidly sent notifications to approximately 5.3 million customer accounts who had their names, dates of birth and addresses taken.

These accounts did not have SSNs/Tax IDs or ID Numbers taken.

Later in our investigation, we identified approximately 790,000 additional former and prospective customers who had similar information — names, dates of birth and, in many cases, addresses, but not SSNs/Tax IDs or ID Numbers — taken and sent them notifications consistent with state and federal requirements.

Our investigation also identified approximately 26.0 million additional individuals with the same types of information taken, but for whom individual notifications were not required under state and federal law in light of the types of information taken.

By that point, since our original notifications, we had already launched a broad-reaching communications outreach program through which we kept our customers and the public informed and made information available and accessible on our website to provide support for any individuals who may have been impacted, including information on how they could take steps to protect themselves.

We also took actions to proactively reset the personal identification numbers (“PINs”) for approximately 870,000 current customer accounts whose names and PINs may have been taken.

We previously reported that further data files including phone numbers, International Mobile Equipment Identity (“IMEI”) numbers and International Mobile Subscriber Identity (“IMSI”) numbers were taken; a significant portion of this data was related to inactive devices.

For a number of additional current Metro customers, these files included names but no other personally identifiable information.

As described above, supporting individuals impacted by the August 2021 cyberattack was a top priority.

As previously reported, this support included:

- Offering two years of free identity protection services with McAfee’s ID Theft Protection Service to any person who believes they may be affected;

- Recommending that all eligible customers sign up for free scam-blocking protection through Scam Shield;

- Supporting individuals impacted by the August 2021 cyberattack with additional best practices and practical security steps such as resetting PINs and passwords; and

- Publishing a customer support webpage that includes information and access to these tools at https://www.t-mobile.com/brand/data-breach-20211.

As described above, we take data protection and the protection of our customers very seriously, and we have worked diligently to further enhance security across our platforms throughout this process.

As part of those efforts, and as we have previously reported, we have entered into long-term partnerships with the industry-leading cybersecurity experts at Mandiant, and with consulting firm KPMG LLP, as part of our efforts to ensure that the Company has cybersecurity practices that are among the best in our industry.

We have also created a Cyber Transformation Office reporting directly to our Chief Executive Officer that will be responsible for managing our efforts.

We have incurred certain cyberattack-related expenses that were not material and expect to continue to incur additional expenses in future periods, including costs to remediate the attack, provide additional customer support and enhance customer protection, only some of which may be covered and reimbursable by insurance.

Beginning with the second quarter of 2020, we have discontinued the use of “Branded” to describe the results and metrics associated with our flagship brands including T-Mobile and Metro by T-Mobile.

On June 22, 2020, we entered into a Master Framework Agreement and related transactions with SoftBank to facilitate the SoftBank Monetization as described in [Note 14 - SoftBank Equity Transaction](#ie0b8126e3561405d804a366b3fab7a31_100) of the Notes to the Consolidated Financial Statements.

[Table of](#ie0b8126e3561405d804a366b3fab7a31_7) [Contents](#ie0b8126e3561405d804a366b3fab7a31_7)

Brand and Retail Unification

On August 2, 2020, we combined the Sprint and T-Mobile operations under the T-Mobile brand nationwide.

We combined our retail operations and rebranded thousands of Sprint stores to T-Mobile stores while implementing the tools and systems across our distribution footprint to serve all customers in all stores.

Sale of Boost Mobile and Sprint Prepaid Brands

In connection with obtaining regulatory approval for the Merger, on July 1, 2020, DISH acquired the prepaid wireless business operated under the Boost Mobile and Sprint prepaid brands (excluding the Assurance brand Lifeline customers and the prepaid wireless customers of Shentel and Swiftel Communications, Inc.), including customer accounts, inventory, contracts, intellectual property and certain other specified assets (the “Prepaid Business”), and assumed certain related liabilities (the “Prepaid Transaction”).

Upon the closing of the Prepaid Transaction, we entered into a Master Network Services Agreement (the “MVNO Agreement”) providing for the provisioning of network services to customers of the Prepaid Business for a period of up to seven years following the closing of the Prepaid Transaction.

The revenue generated through this agreement is presented within Wholesale revenues in our Consolidated Statements of Comprehensive Income following the close of the Prepaid Transaction on July 1, 2020.

We included the pre-tax results of our discontinued operations in our determination of Adjusted EBITDA, a Non-GAAP measure, to reflect contributions of the Prepaid Business that was replaced by the MVNO Agreement beginning on July 1, 2020.

Transaction and restructuring costs are disclosed in [Note 2 – Business Combination](#ie0b8126e3561405d804a366b3fab7a31_43) and [Note 1](#ie0b8126e3561405d804a366b3fab7a31_118)[9](#ie0b8126e3561405d804a366b3fab7a31_118) [- Restructuring Costs](#ie0b8126e3561405d804a366b3fab7a31_118), respectively.

[Table of](#ie0b8126e3561405d804a366b3fab7a31_7) [Contents](#ie0b8126e3561405d804a366b3fab7a31_7)

Throughout the year, the Pandemic has peaked, subsided and seen a resurgence, leading to phased re-openings, as well as continuing or renewed containment measures.

Our Response

We have taken a variety of steps to help mitigate the impact of the Pandemic on our customers and to protect the health and well-being of our workforce and communities:

*To Protect and Support Our Employees and Communities*

- Before the Merger, in mid-March, approximately 80% of T-Mobile and 70% of Sprint company-owned store locations, as well as many third-party retailer locations that sell our T-Mobile, Metro by T-Mobile and Sprint brands were temporarily closed.

In compliance with the regulations of various states, we have since reopened substantially all of our previously closed stores.

- At the onset of the Pandemic, we supplemented pay for certain of our employees and commissions for third-party dealers and provided access to incremental paid time off for employees experiencing symptoms, taking care of children who were home due to school closures or caring for individuals impacted by the Pandemic.

[Table of](#ie0b8126e3561405d804a366b3fab7a31_7) [Contents](#ie0b8126e3561405d804a366b3fab7a31_7)

- We implemented remote working arrangements for many employees with a significant portion of our internal and global care employees transitioned to a work-from-home environment.

We also encouraged our corporate and administrative employees to work remotely, if possible.

- We also continue to encourage healthy practices such as social distancing and hand washing and have increased cleaning and sanitation in all our facilities and stores.

*To Keep Our Customers Connected*

- In March, we committed to the FCC’s Keep Americans Connected pledge, and at the FCC’s request, later extended our commitment to June 30, 2020.

During this period, we pledged to:

- Not terminate service to any residential or small business customers because of their inability to pay their bills due to disruptions caused by the Pandemic; and

- Waive any late fees that any residential or small business customers incurred because of their economic circumstances related to the Pandemic.

- After the Pledge extension ended, we continued to work with our customers to help them maintain service and become current on their accounts, while avoiding financial hardship.

- We also took additional temporary steps in March to ensure that all current T-Mobile customers with smartphone data plans were provided connectivity to learn and work remotely through June 30, 2020, including:

- Providing unlimited high-speed smartphone data to current customers as of March 13, 2020 who had legacy plans without unlimited high-speed data (excluding roaming);

- Giving T-Mobile postpaid and Metro by T-Mobile customers on smartphone plans with mobile hotspot data the ability to add 10GB of Smartphone Mobile HotSpot each month (20GB total);

- Working with our Lifeline partners to provide customers up to 5GB per month of free data;

- Increasing the data allowance, at no extra charge, to schools and students using our EmpowerED digital learning program to ensure each participant had access to at least 20GB of data per month; and

- Providing free international calling to landlines (and, in many cases, mobile numbers) to countries that were significantly impacted by the Pandemic through May 13, 2020.

- In addition:

- We are offering our customers creative, new COVID-safe solutions such as virtual selling and curbside pickup;

- We partnered with multiple spectrum holders and the FCC to successfully deploy additional 600 MHz spectrum on a temporary basis (through June 30, 2020), effectively doubling total 600 MHz LTE capacity across the nation to help ensure customers can stay connected during this critical time; and

- We are working to keep our network fully operational as an essential service to first responders, 911 communications and our customers and continue to expand our 5G network, while adhering to governmental guidelines.

Certain potential sources of financing available to us, including our [removed: senior secured term loan commitment with certain financial institutions and New] Revolving Credit Facility, bear interest that is indexed to LIBOR plus a fixed margin.

As of December 31, [removed: 2020,] [added: 2021,] we did not have outstanding balances under these facilities.

See [Note [removed: 8 - Debt](#ie0b8126e3561405d804a366b3fab7a31_76)] [added: 8](#i1e9b7d762d5c4406b8f110ee0e5f825c_277) [–](#i1e9b7d762d5c4406b8f110ee0e5f825c_277) [Debt](#i1e9b7d762d5c4406b8f110ee0e5f825c_277)] of the Notes to the Consolidated Financial Statements for additional information.

[Index for Notes to [removed: the](#ie0b8126e3561405d804a366b3fab7a31_28)] [added: the](#i1e9b7d762d5c4406b8f110ee0e5f825c_31)] [Consolidated Financial [removed: Statements](#ie0b8126e3561405d804a366b3fab7a31_28)][added: Statements](#i1e9b7d762d5c4406b8f110ee0e5f825c_31)]

We are [removed: the] [added: America’s supercharged] Un-carrier.

We are inspired by a relentless customer experience focus, consistently leading the wireless industry in customer care by delivering [removed: an excellent] [added: award-winning] customer experience with our “Team of Experts,” which drives our record-high customer satisfaction levels while enabling operational efficiencies.

As the [removed: supercharged] Un-carrier, we are on a mission to build America’s best 5G network, offering customers unrivalled coverage and capacity where they live, work and play.

[removed: As one company, we have begun to combine] [added: We are leveraging] our mid-band spectrum licenses, including [added: 1700 MHz] Advanced Wireless Services (“AWS”), [added: 1900 MHz] Personal Communications Services (“PCS”) and 2.5 GHz, our millimeter-wave licenses and our foundational layer of low-band spectrum, including 600 MHz, 700 MHz and 800 MHz, to create a “layer cake” of spectrum [removed: and] [added: to] provide an unmatched 5G experience to our customers.

[removed: We] [added: As a result of the Merger, we] have achieved and expect to continue to achieve significant synergies and cost reductions by eliminating redundancies within [removed: the combined] [added: our] network as well as other business processes and operations.

As of December 31, [removed: 2020,] [added: 2021,] we provide wireless services to [removed: 102.1] [added: 108.7] million postpaid and prepaid customers and generate revenue by providing affordable wireless communications services to these customers, as well as a wide selection of wireless devices and accessories.

We provide [removed: service,] [added: services,] devices and accessories across our flagship brands, T-Mobile and Metro by T-Mobile, through our owned and operated retail stores, as well as through our websites (www.t-mobile.com and www.metrobyt-mobile.com), T-Mobile [removed: app and] [added: app,] customer care [removed: channels.][added: channels and through national retailers.]

Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ie0b8126e3561405d804a366b3fab7a31_133)] [added: Operations](#i1e9b7d762d5c4406b8f110ee0e5f825c_112)] for additional information.

Customers also have the ability to choose additional features, such as [removed: HD video streaming and increased high-speed hotspot data,] [added: unlimited premium data with our Ultra Capacity 5G service,] for an additional cost on our Magenta [removed: Plus] [added: Max] plan.

We also offer an Essentials rate plan for customers who want the basics, as well as specific rate plans to qualifying customers, including Unlimited 55+, [removed: Military,] [added: Military and Veterans,] First Responder, and Business.

- The option of financing all or a portion of the individual device or accessory purchase price at the time of sale over an installment period, generally of 24 months, using an [removed: Equipment Installment Plan] [added: equipment installment plan] (“EIP”); [added: and]

We also provide products [added: and services] that are complementary to our wireless communications services, including device [removed: protection, Home Internet, TVision™] [added: protection] and wireline communication services to domestic and international customers.

- Postpaid customers generally include customers who are qualified to pay after receiving wireless communications services utilizing phones, [added: High Speed Internet,] wearables, DIGITS (a service that allows our customers to use multiple mobile numbers on any compatible [removed: smartphone] [added: smartphone, wearable] or [added: other] device with internet connection) or other connected devices, which include tablets and SyncUp products; and

In [removed: 2020,] [added: 2021,] our service revenues generated by providing wireless communications services by customer category were:

- [removed: 72%] [added: 73%] Postpaid customers;

- [removed: 19%] [added: 17%] Prepaid customers; and

- [removed: 9% Wholesale, roaming] [added: 10% Wholesale] and other services.

Substantially all of our revenues for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018,] [added: 2019,] were earned in the United States, including Puerto Rico and the U.S. Virgin Islands.

[removed: On April 1, 2020, we closed our] [added: Our] Merger with [removed: Sprint, which] [added: Sprint] greatly enhanced our spectrum position.

Integration of the spectrum and network assets acquired in the Merger is expected to occur [removed: over the next three years.][added: through 2023.]

- We controlled an average of [removed: 329] [added: 357] MHz of combined low- and mid-band spectrum nationwide as of December 31, [removed: 2020.][added: 2021.]

- An average of 41 MHz in the [added: 1700 MHz] AWS band; [removed: and]

- An average of [removed: 158] [added: 27] MHz in the [removed: 2.5 GHz band.][added: C-band.]

- As of December 31, [removed: 2020,] [added: 2021,] we had equipment deployed on approximately [removed: 108,000] [added: 102,000] macro cell sites and [removed: 69,000] [added: 41,000] small cell/distributed antenna system sites across our [removed: T-Mobile and legacy Sprint networks.][added: network.]

In addition, our competitors include numerous smaller regional carriers, MVNOs, including [removed: TracFone Wireless, Inc.,] Comcast Corporation, Charter Communications, Inc., Altice USA, Inc. and DISH, many of which offer no-contract, postpaid and prepaid service plans.

Some competitors have shown a willingness to use aggressive pricing [added: or offering bundled services] as a source of differentiation.

As of December 31, [removed: 2020,] [added: 2021,] we employed approximately 75,000 full-time and part-time employees, including network, retail, administrative and customer support functions.

[removed: Our] [added: Substantially all of our] employees are located throughout the United States, including Puerto Rico, to serve our nationwide network and retail operations.

- A Customer Care organization that uses [removed: 96] [added: 102] types of programs to train [removed: over 42,000] [added: our] front line representatives and leaders;

Diversity, equity and inclusion (“DE&I”) have always been a part of the Un-carrier culture, and we are committed to having DE&I touch every aspect of our [removed: future as a bigger and better company.][added: future.]

[removed: We] [added: For our employees, we] have established six DE&I Employee Resource Groups and four sub-affinity groups that have helped us establish and maintain a culture of inclusion.

Currently, we have over [removed: 55] [added: 50] DE&I chapters across the nation that help spearhead volunteer opportunities, events and meaningful conversation with employees at a local level.

◦Black [removed: Empowerment;][added: Empowerment Network;]

Many of these and other issues are being considered in ongoing proceedings, and we cannot predict whether or how such actions will affect our business, financial condition or operating [removed: results.]

[added: Our EBS spectrum leases typically have an initial] term equal to the remaining term of the EBS license, with an option to renew the lease for additional terms, for a total lease term of up to 30 years.

While the Communications Act generally preempts state and local governments from regulating the entry of, or the rates charged by, wireless communications services providers, certain state and local governments regulate other terms and conditions of wireless service, including billing, termination of service arrangements and the imposition of early termination fees, advertising, network outages, the use of devices while driving, [added: service mapping, protection of consumer information,] zoning and land use.

Notwithstanding this federal preemption, in response to the Pandemic, several state legislatures are considering bills [added: or have passed laws] that could potentially set prices, minimum performance standards, and/or restrictions on service discontinuation that could impact our business in those states.

While most states are largely seeking to codify the repealed federal rules, there are differences in some states, notably California, which has passed separate privacy and net neutrality [removed: legislation.][added: legislation, and Colorado and Virginia, which have passed privacy laws.]

Our Operations

[Table of](#i1e9b7d762d5c4406b8f110ee0e5f825c_7) [Contents](#i1e9b7d762d5c4406b8f110ee0e5f825c_7)

In addition to our wireless communications services, we offer fast and reliable High Speed Internet utilizing our nationwide network.

Our fixed wireless High Speed Internet provides a real alternative to traditional landline internet service providers and expands access to many people who have historically had only one choice or no access to traditional home broadband.

With our High Speed Internet plan, customers can access the internet without worrying about annual service contracts, data overages, startup costs or hidden fees.

Utilizing our multi-layer spectrum portfolio, our mission is to be “Famous for Network.” We have deployed low-band and mid-band spectrum dedicated for 5G across our dense and broad network to create America’s largest, fastest and most reliable 5G network.

[Table of](#i1e9b7d762d5c4406b8f110ee0e5f825c_7) [Contents](#i1e9b7d762d5c4406b8f110ee0e5f825c_7)

- An average of 159 MHz in the 2.5 GHz band; and

- We controlled an average of 1,157 GHz of combined millimeter spectrum licenses.

- In March 2021, the FCC announced that we were the winning bidder of 142 licenses in Auction 107 (“C-band spectrum”) for an aggregate purchase price of $9.3 billion.

The licenses acquired include an average of 40 MHz across the top markets and an average of 27 MHz nationwide.

We expect to incur an additional $1.0 billion in relocation costs associated with the C-band spectrum acquired, which will be paid through 2024.

- In January 2022, the FCC announced that we were the winning bidder of 199 licenses in Auction 110 (mid-band spectrum) for an aggregate purchase price of $2.9 billion.

Subsequent to Auction 110, we will control an average of 12 MHz in the 3.45 GHz band nationwide.

Our 5G network is America’s largest, fastest and most reliable:

- As of December 31, 2021, our Ultra Capacity 5G covers 210 million people and can deliver speeds of 400 Mbps or more.

- As of December 31, 2021, our Extended Range 5G covers 310 million people, reaching 94% of Americans.

[Table of](#i1e9b7d762d5c4406b8f110ee0e5f825c_7) [Contents](#i1e9b7d762d5c4406b8f110ee0e5f825c_7)

- Nationwide minimum pay of at least $20 per hour to all full-time and part-time employees;

Our Equity in Action Plan is a five-year plan that spans the values we live by, how we invest in and provide opportunities for our employees, how we select the suppliers we do business with and how we advocate for our communities.

[Table of](#i1e9b7d762d5c4406b8f110ee0e5f825c_7) [Contents](#i1e9b7d762d5c4406b8f110ee0e5f825c_7)

Environmental Sustainability

Reducing Carbon Footprint

We are working to do our part to combat climate change and preserve the environment by setting carbon reduction goals that are aligned with science and investing in renewable energy.

We are reducing our carbon footprint through several initiatives, including:

- Setting science-based targets to reduce our Scope 1, 2 and 3 greenhouse gas emissions;

- Investing in renewable energy, as evidenced by our RE100 pledge, a global initiative that unites businesses committed to 100% renewable energy.

We met this goal in 2021 through credits and our engagement in Virtual Power Purchasing Agreements (VPPAs) and a Green Direct tariff agreement with nine clean energy providers for expected annual provision of approximately 3.4 million megawatt hours of renewable energy;

- Continuously testing and evaluating new, efficient equipment for our facilities, including switch stations, cell sites, retail stores and customer experience centers to reduce energy consumption; and

- Promoting the circular economy through our device reuse and recycle program, which collects millions of devices for reuse, resale, and recycling annually.

Responsible Sourcing

We believe our suppliers are a valuable extension of our business and corporate values.

Our Supplier Code of Conduct outlines expectations around ethical business practices for our suppliers.

We require our suppliers to operate in full compliance with laws, rules, regulations and ethical standards of the country in which they operate or provide products or services.

We expect our suppliers to share our commitment to ethical conduct and environmentally responsible business practices while they conduct business with or on behalf of us.

We employ a third-party risk management (“TPRM”) process to screen for anti-corruption, global sanctions, human rights and environmental risks before engaging with a supplier.

Our TPRM process also continuously monitors current suppliers for policy violations and risks.

As DE&I is instrumental to our culture and values, we are on a mission to create fair and equitable opportunities for all suppliers, including veteran or service-disabled veteran-owned, disability-owned, woman-owned, minority-owned, LGBT-owned and small and disadvantaged businesses.

[Table of](#i1e9b7d762d5c4406b8f110ee0e5f825c_7) [Contents](#i1e9b7d762d5c4406b8f110ee0e5f825c_7)

results.

The Un-carrier was supercharged upon the completion of our Merger with Sprint on April 1, 2020, which resulted in Sprint and its subsidiaries becoming wholly owned consolidated subsidiaries of T-Mobile.

Through the Merger, we acquired Sprint’s customers and 2.5 GHz mid-band spectrum, among other assets.

For more information related to the Merger, see [Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations](#ie0b8126e3561405d804a366b3fab7a31_133) - Sprint Merger and [Note 2 - Business Combination](#ie0b8126e3561405d804a366b3fab7a31_43) of the Notes to the Consolidated Financial Statements.

Our 4G Long-Term Evolution (“LTE”) network covers 328 million people (99% of the U.S. population).

Additionally, our 5G network is America’s largest, covering 1.6 million square miles, 280 million people and 9,100 cities and towns across the United States, including Puerto Rico and the U.S. Virgin Islands, as of December 31, 2020.

Business

[Table of C](#ie0b8126e3561405d804a366b3fab7a31_7)[o](#ie0b8126e3561405d804a366b3fab7a31_7)[ntents](#ie0b8126e3561405d804a366b3fab7a31_7)

- For qualifying customers who finance their initial device with an EIP, an option to enroll in our Just Upgrade My Phone (“JUMP!®”) program to later upgrade their device; and

In August 2020, we unified the Sprint retail operations under the T-Mobile brand, providing Sprint customers access to all of our products, services and retail locations.

[Table of C](#ie0b8126e3561405d804a366b3fab7a31_7)[o](#ie0b8126e3561405d804a366b3fab7a31_7)[ntents](#ie0b8126e3561405d804a366b3fab7a31_7)

- In March 2020, the FCC announced the results of Auctions 103 (37/39 GHz and 47 GHz spectrum bands).

We were the winning bidder of 2,384 licenses for an aggregate price of $873 million.

Prior to the Merger, the FCC announced that Sprint was the winning bidder of 127 licenses in Auction 103.

- In April 2020, we acquired control of FCC licenses in the 800 MHz, 1900 MHz and 2.5 GHz bands as part of our Merger with Sprint.

- As of December 31, 2020, our Extended Range 5G covers 280 million people in 9,100 cities and towns covering 1.6 million square miles.

- Our Ultra Capacity 5G covers 106 million people as of December 31, 2020.

[Table of C](#ie0b8126e3561405d804a366b3fab7a31_7)[o](#ie0b8126e3561405d804a366b3fab7a31_7)[ntents](#ie0b8126e3561405d804a366b3fab7a31_7)

To keep our employees safe during the Pandemic, we implemented remote working arrangements for many employees with a significant portion of our internal and global care employees transitioned to a work-from-home environment.

We also encouraged our corporate and administrative employees to work remotely, if possible.

For employees who did not have this option, we provided access to incremental paid time off for employees experiencing symptoms, taking care of children who were home due to school closures or caring for individuals impacted by the Pandemic.

We also continue to encourage healthy practices such as social distancing and hand washing and have increased cleaning and sanitation in all our facilities and stores.

See “Our Response - To Protect and Support Our Employees and Communities” included in [Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations](#ie0b8126e3561405d804a366b3fab7a31_133) for information on actions we took to support our employees during the Pandemic.

We are on a mission to increase diversity in leadership, talent pipelines, suppliers and customers while embedding inclusive behaviors across the business and investing in the communities we serve.

[Table of C](#ie0b8126e3561405d804a366b3fab7a31_7)[o](#ie0b8126e3561405d804a366b3fab7a31_7)[ntents](#ie0b8126e3561405d804a366b3fab7a31_7)

Our EBS spectrum leases typically have an initial

[Table of C](#ie0b8126e3561405d804a366b3fab7a31_7)[o](#ie0b8126e3561405d804a366b3fab7a31_7)[ntents](#ie0b8126e3561405d804a366b3fab7a31_7)

For more information regarding the legal proceedings in which we are involved, see [Note [removed: 2 - Business Combination](#ie0b8126e3561405d804a366b3fab7a31_43)] [added: 2](#i1e9b7d762d5c4406b8f110ee0e5f825c_43) [–](#i1e9b7d762d5c4406b8f110ee0e5f825c_43) [Business Combinations](#i1e9b7d762d5c4406b8f110ee0e5f825c_43)] and [Note [removed: 1](#ie0b8126e3561405d804a366b3fab7a31_112)[8](#ie0b8126e3561405d804a366b3fab7a31_112) [–] [added: 17 –] Commitments and [removed: Contingencies](#ie0b8126e3561405d804a366b3fab7a31_112)] [added: Contingencies](#i1e9b7d762d5c4406b8f110ee0e5f825c_97)] of the Notes to the Consolidated Financial Statements.

For the fiscal year ended December 31, [removed: 2020][added: 2021]

[removed: ][added: ]

As of June 30, [removed: 2020,] [added: 2021,] the aggregate market value of the voting and non-voting common equity held by non-affiliates was [removed: $40.7] [added: $86.1] billion based on the closing sale price as reported on the NASDAQ Global Select Market.

As of February [removed: 17, 2021,] [added: 7, 2022,] there were [removed: 1,242,804,085] [added: 1,249,289,954] shares of common stock outstanding.

Part III of this Annual Report on Form 10-K will be incorporated by reference from certain portions of the definitive Proxy Statement for the Registrant’s [removed: 2021] [added: 2022] Annual Meeting of Stockholders, which definitive Proxy Statement will be filed with the Securities and Exchange Commission pursuant to Regulation 14A or will be included in an amendment to this Report.

For the Year Ended December 31, [removed: 2020][added: 2021]

| | | | [Item [removed: 1A.](#ie0b8126e3561405d804a366b3fab7a31_217)] [added: 1A.](#i1e9b7d762d5c4406b8f110ee0e5f825c_184)] | | | [Risk [removed: Factors](#ie0b8126e3561405d804a366b3fab7a31_217)] [added: Factors](#i1e9b7d762d5c4406b8f110ee0e5f825c_184)] | | | [removed: [10](#ie0b8126e3561405d804a366b3fab7a31_217)] [added: [11](#i1e9b7d762d5c4406b8f110ee0e5f825c_184)] | | |

| | | | [Item [removed: 1B.](#ie0b8126e3561405d804a366b3fab7a31_247)] [added: 1B.](#i1e9b7d762d5c4406b8f110ee0e5f825c_229)] | | | [Unresolved Staff [removed: Comments](#ie0b8126e3561405d804a366b3fab7a31_247)] [added: Comments](#i1e9b7d762d5c4406b8f110ee0e5f825c_229)] | | | [removed: [25](#ie0b8126e3561405d804a366b3fab7a31_247)] [added: [25](#i1e9b7d762d5c4406b8f110ee0e5f825c_229)] | | |

| | | | [Item [removed: 3.](#ie0b8126e3561405d804a366b3fab7a31_214)] [added: 3.](#i1e9b7d762d5c4406b8f110ee0e5f825c_181)] | | | [Legal [removed: Proceedings](#ie0b8126e3561405d804a366b3fab7a31_214)] [added: Proceedings](#i1e9b7d762d5c4406b8f110ee0e5f825c_181)] | | | [removed: [26](#ie0b8126e3561405d804a366b3fab7a31_214)] [added: [25](#i1e9b7d762d5c4406b8f110ee0e5f825c_181)] | | |

| | | | [Item [removed: 4.](#ie0b8126e3561405d804a366b3fab7a31_226)] [added: 4.](#i1e9b7d762d5c4406b8f110ee0e5f825c_193)] | | | [Mine Safety [removed: Disclosures](#ie0b8126e3561405d804a366b3fab7a31_226)] [added: Disclosures](#i1e9b7d762d5c4406b8f110ee0e5f825c_193)] | | | [removed: [26](#ie0b8126e3561405d804a366b3fab7a31_226)] [added: [26](#i1e9b7d762d5c4406b8f110ee0e5f825c_193)] | | |

| | | | [Item [removed: 5.](#ie0b8126e3561405d804a366b3fab7a31_256)] [added: 5.](#i1e9b7d762d5c4406b8f110ee0e5f825c_241)] | | | [Market for [removed: Registrant](#ie0b8126e3561405d804a366b3fab7a31_256)['](#ie0b8126e3561405d804a366b3fab7a31_256)[s] [added: Registrant's] Common Equity, Related Stockholder Matters and Issuer Purchases [removed: of](#ie0b8126e3561405d804a366b3fab7a31_256) [Equity Securities](#ie0b8126e3561405d804a366b3fab7a31_256)] [added: of Equity Securities](#i1e9b7d762d5c4406b8f110ee0e5f825c_241)] | | | [removed: [27](#ie0b8126e3561405d804a366b3fab7a31_256)] [added: [26](#i1e9b7d762d5c4406b8f110ee0e5f825c_241)] | | |

| | | | [Item [removed: 7.](#ie0b8126e3561405d804a366b3fab7a31_133)] [added: 7.](#i1e9b7d762d5c4406b8f110ee0e5f825c_112)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ie0b8126e3561405d804a366b3fab7a31_133)] [added: Operations](#i1e9b7d762d5c4406b8f110ee0e5f825c_112)] | | | [removed: [30](#ie0b8126e3561405d804a366b3fab7a31_133)] [added: [28](#i1e9b7d762d5c4406b8f110ee0e5f825c_112)] | | |

| | | | [Item [removed: 7A.](#ie0b8126e3561405d804a366b3fab7a31_295)] [added: 7A.](#i1e9b7d762d5c4406b8f110ee0e5f825c_250)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ie0b8126e3561405d804a366b3fab7a31_295)] [added: Risk](#i1e9b7d762d5c4406b8f110ee0e5f825c_250)] | | | [removed: [58](#ie0b8126e3561405d804a366b3fab7a31_295)] [added: [52](#i1e9b7d762d5c4406b8f110ee0e5f825c_250)] | | |

| | | | [removed: [Item 8.](#ie0b8126e3561405d804a366b3fab7a31_13)] [added: [Item](#i1e9b7d762d5c4406b8f110ee0e5f825c_13) [8](#i1e9b7d762d5c4406b8f110ee0e5f825c_13)[.](#i1e9b7d762d5c4406b8f110ee0e5f825c_13)] | | | [Financial [removed: Statements] [added: Statement](#i1e9b7d762d5c4406b8f110ee0e5f825c_13)[s] and Supplementary [removed: Data](#ie0b8126e3561405d804a366b3fab7a31_13)] [added: Data](#i1e9b7d762d5c4406b8f110ee0e5f825c_13)] | | | [removed: [59](#ie0b8126e3561405d804a366b3fab7a31_13)] [added: [52](#i1e9b7d762d5c4406b8f110ee0e5f825c_13)] | | |

| | | | [Item [removed: 9.](#ie0b8126e3561405d804a366b3fab7a31_298)] [added: 9.](#i1e9b7d762d5c4406b8f110ee0e5f825c_256)] | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#ie0b8126e3561405d804a366b3fab7a31_298)] [added: Disclosure](#i1e9b7d762d5c4406b8f110ee0e5f825c_256)] | | | [removed: [126](#ie0b8126e3561405d804a366b3fab7a31_298)] [added: [114](#i1e9b7d762d5c4406b8f110ee0e5f825c_256)] | | |

| | | | [Item [removed: 10.](#ie0b8126e3561405d804a366b3fab7a31_331)] [added: 10.](#i1e9b7d762d5c4406b8f110ee0e5f825c_343)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#ie0b8126e3561405d804a366b3fab7a31_331)] [added: Governance](#i1e9b7d762d5c4406b8f110ee0e5f825c_343)] | | | [removed: [127](#ie0b8126e3561405d804a366b3fab7a31_331)] [added: [115](#i1e9b7d762d5c4406b8f110ee0e5f825c_343)] | | |

| | | | [Item [removed: 11.](#ie0b8126e3561405d804a366b3fab7a31_334)] [added: 11.](#i1e9b7d762d5c4406b8f110ee0e5f825c_346)] | | | [Executive [removed: Compensation](#ie0b8126e3561405d804a366b3fab7a31_334)] [added: Compensation](#i1e9b7d762d5c4406b8f110ee0e5f825c_346)] | | | [removed: [127](#ie0b8126e3561405d804a366b3fab7a31_334)] [added: [115](#i1e9b7d762d5c4406b8f110ee0e5f825c_346)] | | |

| | | | [Item [removed: 12.](#ie0b8126e3561405d804a366b3fab7a31_337)] [added: 12.](#i1e9b7d762d5c4406b8f110ee0e5f825c_349)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ie0b8126e3561405d804a366b3fab7a31_337)] [added: Matters](#i1e9b7d762d5c4406b8f110ee0e5f825c_349)] | | | [removed: [127](#ie0b8126e3561405d804a366b3fab7a31_337)] [added: [115](#i1e9b7d762d5c4406b8f110ee0e5f825c_349)] | | |

| | | | [Item [removed: 13.](#ie0b8126e3561405d804a366b3fab7a31_340)] [added: 13.](#i1e9b7d762d5c4406b8f110ee0e5f825c_352)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ie0b8126e3561405d804a366b3fab7a31_340)] [added: Independence](#i1e9b7d762d5c4406b8f110ee0e5f825c_352)] | | | [removed: [127](#ie0b8126e3561405d804a366b3fab7a31_340)] [added: [116](#i1e9b7d762d5c4406b8f110ee0e5f825c_352)] | | |

| | | | [Item [removed: 14.](#ie0b8126e3561405d804a366b3fab7a31_343)] [added: 14.](#i1e9b7d762d5c4406b8f110ee0e5f825c_355)] | | | [Principal [removed: Account](#ie0b8126e3561405d804a366b3fab7a31_343)[ant](#ie0b8126e3561405d804a366b3fab7a31_343) [Fees] [added: Accountant Fees] and [removed: Services](#ie0b8126e3561405d804a366b3fab7a31_343)] [added: Services](#i1e9b7d762d5c4406b8f110ee0e5f825c_355)] | | | [removed: [127](#ie0b8126e3561405d804a366b3fab7a31_343)] [added: [116](#i1e9b7d762d5c4406b8f110ee0e5f825c_355)] | | |

| | | | [Item [removed: 15.](#ie0b8126e3561405d804a366b3fab7a31_349)] [added: 15.](#i1e9b7d762d5c4406b8f110ee0e5f825c_361)] | | | [removed: [Exhibit](#ie0b8126e3561405d804a366b3fab7a31_349) [and](#ie0b8126e3561405d804a366b3fab7a31_349) [Financial] [added: [Exhibit and Financial] Statement [removed: Schedules](#ie0b8126e3561405d804a366b3fab7a31_349)] [added: Schedules](#i1e9b7d762d5c4406b8f110ee0e5f825c_361)] | | | [removed: [127](#ie0b8126e3561405d804a366b3fab7a31_349)] [added: [116](#i1e9b7d762d5c4406b8f110ee0e5f825c_361)] | | |

| | | | [Item [removed: 16.](#ie0b8126e3561405d804a366b3fab7a31_352)] [added: 16.](#i1e9b7d762d5c4406b8f110ee0e5f825c_364)] | | | [Form 10-K [removed: Summary](#ie0b8126e3561405d804a366b3fab7a31_352)] [added: Summary](#i1e9b7d762d5c4406b8f110ee0e5f825c_364)] | | | [removed: [128](#ie0b8126e3561405d804a366b3fab7a31_352)] [added: [116](#i1e9b7d762d5c4406b8f110ee0e5f825c_364)] | | |

- competition, industry consolidation and changes in the market [removed: condition] for wireless services;

- the impacts of the actions we have taken and conditions we have agreed to in connection with the regulatory proceedings and approvals of the Transactions (as defined below), including the [removed: Prepaid Transaction (as defined in [Note 1 - Summary] [added: acquisition by DISH Network Corporation (“DISH”)] of [removed: Significant Accounting Policie](#ie0b8126e3561405d804a366b3fab7a31_316)[s](#ie0b8126e3561405d804a366b3fab7a31_316)] [added: the prepaid wireless business operated under the Boost Mobile and Sprint prepaid brands (excluding the Assurance brand Lifeline customers and the prepaid wireless customers] of [added: Shenandoah Personal Communications Company LLC (“Shentel”) and Swiftel Communications, Inc.), including customer accounts, inventory, contracts, intellectual property and certain other specified assets (the “Prepaid Business”), and] the [removed: Notes to] [added: assumption of certain related liabilities (collectively,] the [removed: Consolidated Financial Statements),] [added: “Prepaid Transaction”),] the complaint and proposed final judgment (the “Consent Decree”) agreed to by us, Deutsche Telekom AG (“DT”), Sprint [removed: Corporation] [added: Corporation, now known as Sprint LLC] (“Sprint”), SoftBank Group Corp. (“SoftBank”) and DISH [removed: Network Corporation (“DISH”)] with the U.S. District Court for the District of Columbia, which was approved by the Court on April 1, 2020, the proposed commitments filed with the Secretary of the Federal Communications Commission (“FCC”), which we announced on May 20, 2019, certain national security commitments and undertakings, and any other commitments or undertakings entered [removed: into] [added: into,] including but not limited [removed: to] [added: to,] those we have made to certain states and nongovernmental organizations (collectively, the “Government Commitments”), and the challenges in satisfying the Government Commitments in the required time frames and the significant cumulative [removed: cost] [added: costs] incurred in [removed: tracking, monitoring] [added: tracking] and [removed: complying with them;][added: monitoring compliance;]

- our inability to manage the ongoing commercial and transition services arrangements [removed: that we] entered into [removed: with DISH] in connection with the Prepaid Transaction, [removed: which we completed on July 1, 2020 (collectively, the “Divestiture Transaction”),] and known or unknown liabilities arising in connection therewith;

- [removed: adverse] changes in the [removed: ratings of our debt securities or adverse conditions in the] credit [added: market conditions, credit rating downgrades or an inability to access debt] markets;

- the risk of future material weaknesses we may identify while we [added: continue to] work to integrate and align policies, principles and practices of the two companies following the Merger (as defined below), or any other failure by us to maintain effective internal controls, and the resulting significant costs and reputational damage;

- failure to realize the expected benefits and synergies of the merger (the “Merger”) with Sprint, pursuant to the Business Combination Agreement with Sprint and the other parties named therein (as amended, the “Business Combination Agreement”) and the other transactions contemplated by the Business Combination Agreement (collectively, the “Transactions”) in the expected [removed: timeframes] [added: time frames] or in the amounts anticipated;

- any delay and costs of, or difficulties in, integrating our business and Sprint’s business and operations, and unexpected additional operating costs, customer loss and business [removed: disruption,] [added: disruptions,] including [added: challenges in] maintaining relationships with employees, customers, suppliers or vendors; [added: and]

- unanticipated difficulties, disruption, or significant delays in our long-term strategy to migrate Sprint’s legacy customers onto T-Mobile’s existing billing [removed: platforms; and][added: platforms.]

In this Form 10-K, unless the context indicates otherwise, references to “T-Mobile,” “our Company,” “the Company,” “we,” “our,” and “us” refer to T-Mobile US, Inc. as a [removed: standalone] [added: stand-alone] company prior to April 1, 2020, the date we completed the Merger with Sprint, and on and after April 1, 2020, refer to the combined company as a result of the Merger.

Investors and others should note that we announce material [removed: financial and operational] information to our investors using our investor relations [removed: website,] [added: website (https://investor.t-mobile.com), newsroom website (https://t-mobile.com/news),] press releases, SEC filings and public conference calls and webcasts.

| [PART I.](#i1e9b7d762d5c4406b8f110ee0e5f825c_10) | | | | | | | | | | | |

| | | | [Item 1.](#i1e9b7d762d5c4406b8f110ee0e5f825c_226) | | | [Business](#i1e9b7d762d5c4406b8f110ee0e5f825c_226) | | | [5](#i1e9b7d762d5c4406b8f110ee0e5f825c_226) | | |

| | | | [Item 2.](#i1e9b7d762d5c4406b8f110ee0e5f825c_232) | | | [Properties](#i1e9b7d762d5c4406b8f110ee0e5f825c_232) | | | [25](#i1e9b7d762d5c4406b8f110ee0e5f825c_232) | | |

| [PART II.](#i1e9b7d762d5c4406b8f110ee0e5f825c_2981) | | | | | | | | | | | |

| | | | [Item 6.](#i1e9b7d762d5c4406b8f110ee0e5f825c_3095) | | | [\[Reserved\]](#i1e9b7d762d5c4406b8f110ee0e5f825c_3095) | | | [27](#i1e9b7d762d5c4406b8f110ee0e5f825c_3095) | | |

| | | | [Item](#i1e9b7d762d5c4406b8f110ee0e5f825c_253) [9A](#i1e9b7d762d5c4406b8f110ee0e5f825c_253)[.](#i1e9b7d762d5c4406b8f110ee0e5f825c_253) | | | [Controls and Procedures](#i1e9b7d762d5c4406b8f110ee0e5f825c_253) | | | [114](#i1e9b7d762d5c4406b8f110ee0e5f825c_253) | | |

| | | | [Item 9B](#i1e9b7d762d5c4406b8f110ee0e5f825c_367). | | | [Other Information](#i1e9b7d762d5c4406b8f110ee0e5f825c_367) | | | [115](#i1e9b7d762d5c4406b8f110ee0e5f825c_367) | | |

| | | | [Item 9C.](#i1e9b7d762d5c4406b8f110ee0e5f825c_3084) | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#i1e9b7d762d5c4406b8f110ee0e5f825c_3084) | | | [115](#i1e9b7d762d5c4406b8f110ee0e5f825c_3084) | | |

| | | | | | | | | | | | |

| | | | | | | | | | | | |

| | | | | | | | | | | | |

| [PART III.](#i1e9b7d762d5c4406b8f110ee0e5f825c_340) | | | | | | | | | | | |

| [PART IV.](#i1e9b7d762d5c4406b8f110ee0e5f825c_358) | | | | | | | | | | | |

| | | | | | | [I](#i1e9b7d762d5c4406b8f110ee0e5f825c_370)[ndex to Exhibits](#i1e9b7d762d5c4406b8f110ee0e5f825c_370) | | | [117](#i1e9b7d762d5c4406b8f110ee0e5f825c_370) | | |

| | | | | | | [Signatures](#i1e9b7d762d5c4406b8f110ee0e5f825c_373) | | | [131](#i1e9b7d762d5c4406b8f110ee0e5f825c_373) | | |

- adverse impact caused by the COVID-19 pandemic (the “Pandemic”);

- disruption, data loss or other security breaches, such as the criminal cyberattack we became aware of in August 2021;

- restrictive covenants including the agreements governing our indebtedness and other financings;

- unfavorable outcomes of existing or future legal proceedings, including these proceedings and inquiries relating to the criminal cyberattack we became aware of in August 2021;

- the possibility that we may be unable to adequately protect our intellectual property rights or be accused of infringing the intellectual property rights of others;

- our exclusive forum provision as provided in our Certificate of Incorporation (as defined below);

[Table of](#i1e9b7d762d5c4406b8f110ee0e5f825c_7) [Contents](#i1e9b7d762d5c4406b8f110ee0e5f825c_7)

| [PART I.](#ie0b8126e3561405d804a366b3fab7a31_10) | | | | | | | | | | | |

| | | | [Item 1.](#ie0b8126e3561405d804a366b3fab7a31_244) | | | [Business](#ie0b8126e3561405d804a366b3fab7a31_244) | | | [5](#ie0b8126e3561405d804a366b3fab7a31_244) | | |

| | | | [Item 2.](#ie0b8126e3561405d804a366b3fab7a31_250) | | | [Properties](#ie0b8126e3561405d804a366b3fab7a31_250) | | | [25](#ie0b8126e3561405d804a366b3fab7a31_250) | | |

| [PART II.](#ie0b8126e3561405d804a366b3fab7a31_211) | | | | | | | | | | | |

| | | | [Item 6.](#ie0b8126e3561405d804a366b3fab7a31_262) | | | [Selected Financial Data](#ie0b8126e3561405d804a366b3fab7a31_262) | | | [28](#ie0b8126e3561405d804a366b3fab7a31_262) | | |

| | | | [Item 9A.](#ie0b8126e3561405d804a366b3fab7a31_301) | | | [C](#ie0b8126e3561405d804a366b3fab7a31_301)[ontrols and Procedures](#ie0b8126e3561405d804a366b3fab7a31_301) | | | [126](#ie0b8126e3561405d804a366b3fab7a31_301) | | |

| | | | [Item 9B](#ie0b8126e3561405d804a366b3fab7a31_2945). | | | [Other Information](#ie0b8126e3561405d804a366b3fab7a31_2945) | | | [127](#ie0b8126e3561405d804a366b3fab7a31_2945) | | |

| [PART III.](#ie0b8126e3561405d804a366b3fab7a31_328) | | | | | | | | | | | |

| [PART IV.](#ie0b8126e3561405d804a366b3fab7a31_346) | | | | | | | | | | | |

| | | | | | | [INDEX TO EXHIBITS](#ie0b8126e3561405d804a366b3fab7a31_355) | | | [129](#ie0b8126e3561405d804a366b3fab7a31_355) | | |

| | | | | | | [Signatures](#ie0b8126e3561405d804a366b3fab7a31_358) | | | [143](#ie0b8126e3561405d804a366b3fab7a31_358) | | |

- natural disasters, public health crises, including the COVID-19 pandemic (the “Pandemic”), terrorist attacks or similar incidents;

- data loss or other security breaches;

- the occurrence of high fraud rates or volumes related to device financing, customer payment cards, third-party dealers, employees, subscriptions, identities or account takeover fraud;

- unfavorable outcomes of existing or future legal proceedings;

- the possibility that we may be unable to renew our spectrum leases on attractive terms or the possible revocation of our existing licenses in the event that we violate applicable laws;

- the volatility of our stock price and our lack of plan to pay cash dividends in the foreseeable future;

- changes to existing or the issuance of new accounting standards by the Financial Accounting Standards Board or other regulatory agencies.

[Table of C](#ie0b8126e3561405d804a366b3fab7a31_7)[o](#ie0b8126e3561405d804a366b3fab7a31_7)[ntents](#ie0b8126e3561405d804a366b3fab7a31_7)

Our properties are best described on a collective basis, as no individual property is material.

Our property and equipment consists of the following:

| | | | December 31, 2021 | | | | | | December 31, 2020 | | |

| Wireless communication systems | | | 66 | | % | | | | 64 | | % |

| Land, buildings and building equipment | | | 5 | | % | | | | 5 | | % |

| Data processing equipment and other | | | 29 | | % | | | | 31 | | % |

| Total | | | 100 | | % | | | | 100 | | % |

Wireless communication systems primarily consist of assets used to operate our wireless network and information technology data centers, including switching equipment, radio frequency equipment, tower assets, construction in progress and leasehold improvements related to the wireless network and assets related to the liability for the retirement of long-lived assets.

Land, buildings and building equipment primarily consist of land and land improvements, central office buildings or any other buildings that house network equipment, buildings used for administrative and other purposes, related construction in progress and certain network service equipment.

Data processing equipment and other primarily consists of data processing equipment, office equipment, capitalized software, leased wireless devices, construction in progress and leasehold improvements.

We also lease distributed antenna system and small cell sites, as well as properties throughout the United States that contain data and switching centers, customer call centers, retail locations, warehouses and administrative spaces.

As of December 31, 2020, our significant properties that we own, lease and use in connection with switching centers, data centers, call centers and warehouses were as follows:

| | | | Approximate Number | | | | | | Approximate Size in Square Feet | | |

| Switching centers | | | 184 | | | | | | 11,000,000 | | |

| Data centers | | | 10 | | | | | | 1,800,000 | | |

| Call center | | | 25 | | | | | | 1,800,000 | | |

| Warehouses | | | 63 | | | | | | 1,500,000 | | |

Through the Merger, we acquired leases of real property, including cell sites, switch sites, dark fiber, retail stores and office facilities.

As of December 31, 2020, we owned and leased:

- Approximately 108,000 macro towers and 69,000 distributed antenna system and small cell sites;

[Table of C](#ie0b8126e3561405d804a366b3fab7a31_7)[o](#ie0b8126e3561405d804a366b3fab7a31_7)[ntents](#ie0b8126e3561405d804a366b3fab7a31_7)

- Approximately 3,400 T-Mobile and Metro by T-Mobile retail locations, including stores and kiosks ranging in size from approximately 100 square feet to 17,000 square feet;

- Office space totaling approximately 1.3 million square feet for our corporate offices located in Bellevue, Washington.

We use these offices for engineering and administrative purposes;

- Office space totaling approximately 2.0 million square feet for our corporate offices located in Overland Park, Kansas and Frisco, Texas.

We use these offices for administrative purposes; and

- Office space throughout the U.S., totaling approximately 3.0 million square feet, for use by our regional offices primarily for administrative, engineering and sales purposes.

Not applicable.

None.

As of January 31, [removed: 2021,] [added: 2022,] there were [removed: 16,299] [added: 15,953] registered stockholders of record of our common stock, but we estimate the total number of stockholders to be much higher as a number of our shares are held by brokers or dealers for their customers in street name.

We currently intend to use future earnings, if any, to invest in our business and for general corporate purposes, including the integration of T-Mobile’s and Sprint’s [removed: businesses.][added: businesses, the continued build-out of our 5G network and potential share repurchases as appropriate.]

Therefore, we do not anticipate paying any cash dividends on our common stock in the foreseeable future, [removed: and] capital appreciation, if any, of our common stock will be the sole source of potential gain.

The graph tracks the performance of a $100 investment, with the reinvestment of all dividends, from December 31, [removed: 2015] [added: 2016] to December 31, [removed: 2020.][added: 2021.]

[removed: ][added: ]

| | | | [removed: 2015] [added: 2016] | | | | | | [removed: 2016] [added: 2017] | | | | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | |

| T-Mobile US, Inc. | | | $ | 100.00 | | | | | $ | 110.43 | | | | | $ | 110.61 | | | | | $ | 136.36 | | | | | $ | 234.48 | | | | | $ | 201.67 | |

| S&P 500 | | | 100.00 | | | | | | 121.83 | | | | | | 116.49 | | | | | | 153.17 | | | | | | 181.35 | | | | | | 233.41 | | |

| NASDAQ Composite | | | 100.00 | | | | | | 129.64 | | | | | | 125.96 | | | | | | 172.17 | | | | | | 249.51 | | | | | | 304.85 | | |

| Dow Jones US Mobile Telecommunications TSM | | | 100.00 | | | | | | 102.26 | | | | | | 121.69 | | | | | | 138.00 | | | | | | 150.47 | | | | | | 137.48 | | |

| T-Mobile US, Inc. | | | $ | 100.00 | | | | | $ | 147.01 | | | | | $ | 162.35 | | | | | $ | 162.60 | | | | | $ | 200.46 | | | | | $ | 344.71 | |

| S&P 500 | | | 100.00 | | | | | | 111.96 | | | | | | 136.40 | | | | | | 130.42 | | | | | | 171.49 | | | | | | 203.04 | | |

| NASDAQ Composite | | | 100.00 | | | | | | 108.87 | | | | | | 141.13 | | | | | | 137.12 | | | | | | 187.44 | | | | | | 271.64 | | |

| Dow Jones US Mobile Telecommunications TSM | | | 100.00 | | | | | | 127.44 | | | | | | 130.32 | | | | | | 155.09 | | | | | | 175.87 | | | | | | 191.76 | | |

The following selected financial data are derived from our consolidated financial statements.

The data below should be read together with [Risk Factors](#ie0b8126e3561405d804a366b3fab7a31_217) included in Part I, Item 1A, [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#ie0b8126e3561405d804a366b3fab7a31_133) included in Part II, Item 7 and [Financial Statements and Supplementary Data](#ie0b8126e3561405d804a366b3fab7a31_13) included in Part II, Item 8 of this Form 10-K.

Selected Financial Data

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| (in millions, except per share and customer amounts) | | | As of and for the Year Ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 2020 (1) | | | | | | 2019 (2) | | | | | | 2018 (3) | | | | | | 2017 | | | | | | 2016 | | | | | |

| Statement of Operations Data | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total service revenues | | | $ | 50,395 | | | | | $ | 34,500 | | | | | $ | 32,441 | | | | | $ | 30,525 | | | | | $ | 28,085 | |

| Total revenues | | | 68,397 | | | | | | 44,998 | | | | | | 43,310 | | | | | | 40,604 | | | | | | 37,490 | | |

| Operating income | | | 6,636 | | | | | | 5,722 | | | | | | 5,309 | | | | | | 4,888 | | | | | | 4,050 | | |

| Total other expense, net | | | (3,106) | | | | | | (1,119) | | | | | | (1,392) | | | | | | (1,727) | | | | | | (1,723) | | |

| Income tax (expense) benefit (4) | | | (786) | | | | | | (1,135) | | | | | | (1,029) | | | | | | 1,375 | | | | | | (867) | | |

| Income from continuing operations | | | 2,744 | | | | | | 3,468 | | | | | | 2,888 | | | | | | 4,536 | | | | | | 1,460 | | |

| Income from discontinued operations, net of tax (6) | | | 320 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Net income | | | 3,064 | | | | | | 3,468 | | | | | | 2,888 | | | | | | 4,536 | | | | | | 1,460 | | |

| Net income attributable to common stockholders | | | 3,064 | | | | | | 3,468 | | | | | | 2,888 | | | | | | 4,481 | | | | | | 1,405 | | |

| Earnings per share | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Continuing operations | | | $ | 2.40 | | | | | $ | 4.06 | | | | | $ | 3.40 | | | | | $ | 5.39 | | | | | $ | 1.71 | |

| Discontinued operations (6) | | | 0.28 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Basic | | | $ | 2.68 | | | | | $ | 4.06 | | | | | $ | 3.40 | | | | | $ | 5.39 | | | | | $ | 1.71 | |

| Continuing operations | | | $ | 2.37 | | | | | $ | 4.02 | | | | | $ | 3.36 | | | | | $ | 5.20 | | | | | $ | 1.69 | |

| Discontinued operations (6) | | | 0.28 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Diluted | | | $ | 2.65 | | | | | $ | 4.02 | | | | | $ | 3.36 | | | | | $ | 5.20 | | | | | $ | 1.69 | |

| Balance Sheet Data | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Cash and cash equivalents | | | $ | 10,385 | | | | | $ | 1,528 | | | | | $ | 1,203 | | | | | $ | 1,219 | | | | | $ | 5,500 | |

| Property and equipment, net (2) | | | 41,175 | | | | | | 21,984 | | | | | | 23,359 | | | | | | 22,196 | | | | | | 20,943 | | |

| Spectrum licenses | | | 82,828 | | | | | | 36,465 | | | | | | 35,559 | | | | | | 35,366 | | | | | | 27,014 | | |

| Total assets (2) | | | 200,162 | | | | | | 86,921 | | | | | | 72,468 | | | | | | 70,563 | | | | | | 65,891 | | |

| Total debt and financing lease liabilities, excluding tower obligations (2) | | | 73,632 | | | | | | 27,272 | | | | | | 27,547 | | | | | | 28,319 | | | | | | 27,786 | | |

| Stockholders' equity | | | 65,344 | | | | | | 28,789 | | | | | | 24,718 | | | | | | 22,559 | | | | | | 18,236 | | |

| Statement of Cash Flows and Operational Data | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net cash provided by operating activities (5) | | | $ | 8,640 | | | | | $ | 6,824 | | | | | $ | 3,899 | | | | | $ | 3,831 | | | | | $ | 2,779 | |

| Purchases of property and equipment | | | (11,034) | | | | | | (6,391) | | | | | | (5,541) | | | | | | (5,237) | | | | | | (4,702) | | |

| Purchases of spectrum licenses and other intangible assets, including deposits | | | (1,333) | | | | | | (967) | | | | | | (127) | | | | | | (5,828) | | | | | | (3,968) | | |

| Proceeds related to beneficial interests in securitization transactions (5) | | | 3,134 | | | | | | 3,876 | | | | | | 5,406 | | | | | | 4,319 | | | | | | 3,356 | | |

| Net cash provided by (used in) financing activities (5) | | | 13,010 | | | | | | (2,374) | | | | | | (3,336) | | | | | | (1,367) | | | | | | 463 | | |

| Total customers (in thousands) | | | 102,064 | | | | | | 67,894 | | | | | | 63,656 | | | | | | 58,715 | | | | | | 54,240 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

We have audited the accompanying consolidated balance sheets of T-Mobile US, Inc. and its subsidiaries (the “Company”) as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the related consolidated statements of comprehensive income, [added: of] stockholders’ equity and [added: of] cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in [removed: *Internal] [added: Internal] Control - Integrated [removed: Framework*] [added: Framework] (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2020] [added: 2021] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in [removed: *Internal] [added: Internal] Control - Integrated [removed: Framework*] [added: Framework] (2013) issued by the COSO.

As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in [removed: 2019 and the manner in which it accounts for revenues in 2018.][added: 2019.]

[Index for Notes to [removed: the](#ie0b8126e3561405d804a366b3fab7a31_28)] [added: the](#i1e9b7d762d5c4406b8f110ee0e5f825c_31)] [Consolidated Financial [removed: Statements](#ie0b8126e3561405d804a366b3fab7a31_28)][added: Statements](#i1e9b7d762d5c4406b8f110ee0e5f825c_31)]

[removed: A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit] preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the consolidated financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that (i) [removed: relate] [added: relates] to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

[removed: The Company measured] [added: Through] the [removed: identifiable assets] [added: Merger, we] acquired [removed: and liabilities assumed at fair value, which resulted in the recognition of $45.4 billion of Federal Communications Commission (“FCC”) spectrum licenses, a portion of which relates to] lease agreements (the “Agreements”) with various educational and non-profit institutions that provide [removed: the Company] [added: us] with the right to use FCC spectrum licenses (Educational Broadband Services or “EBS spectrum”) in the 2.5 GHz band.

[removed: Management applied judgment in determining the] [added: The] Agreements enhance the overall value of [removed: the Company's owned] [added: our] spectrum licenses as the collective value is higher than the value of individual bands of spectrum within a specific geography.

[removed: Management also applied judgment] [added: The key assumptions] in [removed: estimating the overall value of the Spectrum License portfolio using] [added: applying] the income [removed: approach, specifically a Greenfield model, which involved the use of key assumptions with respect to] [added: approach include] the discount rate, [added: estimated] market share, estimated capital and operating expenditures, forecasted service revenue and [added: a] long-term growth rate for a hypothetical market participant that enters the wireless industry and builds a nationwide wireless network.

[Index for Notes to [removed: the](#ie0b8126e3561405d804a366b3fab7a31_28)] [added: the](#i1e9b7d762d5c4406b8f110ee0e5f825c_31)] [Consolidated Financial [removed: Statements](#ie0b8126e3561405d804a366b3fab7a31_28)][added: Statements](#i1e9b7d762d5c4406b8f110ee0e5f825c_31)]

As [removed: described in Notes 2 and 9 to the consolidated financial statements, in the acquisition] of [removed: Sprint Corporation,] the [removed: Company measured the identifiable assets acquired and liabilities assumed at fair value, which resulted in the recognition] [added: closing date] of [removed: property] [added: the Merger, we recognized Property] and equipment with a fair value of $2.8 billion and tower obligations related to amounts owed to [removed: Crown Castle International Corp. (“CCI”)] [added: CCI] under the leaseback of $1.1 billion.

CCI has a [removed: fixed-price] [added: fixed price] purchase option for all (but not less than all) of the leased or subleased sites for approximately $2.3 billion, exercisable one year prior to the expiration of the agreement and ending 120 days prior to the expiration of the agreement.

[Index for Notes to [removed: the](#ie0b8126e3561405d804a366b3fab7a31_28)] [added: the](#i1e9b7d762d5c4406b8f110ee0e5f825c_31)] [Consolidated Financial [removed: Statements](#ie0b8126e3561405d804a366b3fab7a31_28)][added: Statements](#i1e9b7d762d5c4406b8f110ee0e5f825c_31)]

| [removed: (in] [added: (in] millions, except share and per share [removed: amounts)] [added: amounts)] | | | December 31, [removed: 2020] [added: 2021] | | | | | | December 31, [removed: 2019] [added: 2020] | | |

| [removed: Assets] [added: Assets] | | | | | | | | | | | |

| Cash and cash equivalents | | | $ | [removed: 10,385] [added: 6,631] | | | | | $ | [removed: 1,528] [added: 10,385] | |

| Accounts receivable, net of allowance for credit losses of [removed: $194] [added: $146] and [removed: $61] [added: $194] | | | [removed: 4,254] [added: 4,167] | | | | | | [removed: 1,888] [added: 4,254] | | |

| Equipment installment plan receivables, net of allowance for credit losses and imputed discount of [removed: $478] [added: $494] and [removed: $333] [added: $478] | | | [removed: 3,577] [added: 4,748] | | | | | | [removed: 2,600] [added: 3,577] | | |

| Accounts receivable from affiliates | | | [removed: 22] [added: 27] | | | | | | [removed: 20] [added: 22] | | |

| Inventory | | | [removed: 2,527] [added: 2,567] | | | | | | [removed: 964] [added: 2,527] | | |

| Prepaid expenses | | | [removed: 624] [added: 746] | | | | | | [removed: 333] [added: 624] | | |

| Other current assets | | | [removed: 2,496] [added: 2,005] | | | | | | [removed: 1,972] [added: 2,496] | | |

| Total current assets | | | [removed: 23,885] [added: 20,891] | | | | | | [removed: 9,305] [added: 23,885] | | |

| Property and equipment, net | | | [removed: 41,175] [added: 39,803] | | | | | | [removed: 21,984] [added: 41,175] | | |

| Operating lease right-of-use assets | | | [removed: 28,021] [added: 26,959] | | | | | | [removed: 10,933] [added: 28,021] | | |

| Financing lease right-of-use assets | | | [removed: 3,028] [added: 3,322] | | | | | | [removed: 2,715] [added: 3,028] | | |

| Goodwill | | | [removed: 11,117] [added: 12,188] | | | | | | [removed: 1,930] [added: 11,117] | | |

| Spectrum licenses | | | [removed: 82,828] [added: 92,606] | | | | | | [removed: 36,465] [added: 82,828] | | |

| Other intangible assets, net | | | [removed: 5,298] [added: 4,733] | | | | | | [removed: 115] [added: 5,298] | | |

| Equipment installment plan receivables due after one year, net of allowance for credit losses and imputed discount of [removed: $127] [added: $136] and [removed: $66] [added: $127] | | | [removed: 2,031] [added: 2,829] | | | | | | [removed: 1,583] [added: 2,031] | | |

| Other assets | | | [removed: 2,779] [added: 3,232] | | | | | | [removed: 1,891] [added: 2,779] | | |

| Total assets | | | $ | [removed: 200,162] [added: 206,563] | | | | | $ | [removed: 86,921] [added: 200,162] | |

| [removed: Liabilities] [added: Liabilities] and Stockholders' [removed: Equity] [added: Equity] | | | | | | | | | | | |

| Accounts payable and accrued liabilities | | | $ | [removed: 10,196] [added: 11,405] | | | | | $ | [removed: 6,746] [added: 10,196] | |

| Payables to affiliates | | | [removed: 157] [added: 103] | | | | | | [removed: 187] [added: 157] | | |

| Short-term debt | | | [removed: 4,579] [added: 3,378] | | | | | | [removed: 25] [added: 4,579] | | |

| Deferred revenue | | | [removed: 1,030] [added: 856] | | | | | | [removed: 631] [added: 1,030] | | |

*Change in Accounting Principle*

A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit

*Revenue Recognition - Equipment revenues*

As described in Note 1 to the consolidated financial statements, the Company’s revenue includes equipment revenues of $20,727 million for the year ended December 31, 2021, which are generated from the sale or lease of mobile communication devices and accessories.

For performance obligations related to equipment contracts, the Company typically transfers control at a point in time when the device or accessory is delivered to, and accepted by, the customer or dealer.

Management estimates variable consideration (e.g., device returns or certain payments to indirect dealers) primarily based on historical experience.

Promotional equipment installment plan bill credits offered to a customer on an equipment sale that are paid over time and are contingent on the customer maintaining a service contract may result in an extended service contract based on whether a substantive penalty is deemed to exist.

The principal considerations for our determination that performing procedures relating to revenue recognition of equipment revenues is a critical audit matter are the significant auditor effort in performing procedures and evaluating audit evidence related to the accuracy and existence of equipment revenues recognized.

These procedures included testing the effectiveness of controls relating to the revenue recognition process, including controls over the accuracy and existence of equipment revenues recognized.

These procedures also included, among others, testing the accuracy and existence of revenue recognized on a test basis by (i) obtaining and inspecting, where applicable, invoices, customer contracts, shipping documents, and cash receipts from customers, and (ii) evaluating reductions to revenues and accruals for promotional bill credits based upon the terms and conditions of the arrangements.

| Short-term debt to affiliates | | | 2,245 | | | | | | — | | |

| Other service revenues | | | | | | | | | | | | | | | 2,323 | | | | | | 2,078 | | | | | | 1,005 | | |

| Transfers with NQDC plan | | | | | | | | | (18,363) | | | | | | (2) | | | | | | 2 | | | | | | — | | | | | | — | | | | | | — | | |

| Transfers with NQDC plan | | | | | | | | | (26,662) | | | | | | (3) | | | | | | 3 | | | | | | — | | | | | | — | | | | | | — | | |

| Other comprehensive income | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | 216 | | | | | | — | | | | | | 216 | | |

| Remeasurement of uncertain tax positions | | | | | | | | | — | | | | | | — | | | | | | (7) | | | | | | — | | | | | | — | | | | | | (7) | | |

| Transfers with NQDC plan | | | | | | | | | 2,411 | | | | | | (2) | | | | | | 2 | | | | | | — | | | | | | — | | | | | | — | | |

| Balance as of December 31, 2021 | | | | | | | | | 1,249,213,681 | | | | | | $ | (13) | | | | | $ | 73,292 | | | | | $ | (1,365) | | | | | $ | (2,812) | | | | | $ | 69,102 | |

| [Note 5](#i1e9b7d762d5c4406b8f110ee0e5f825c_268) | | | [Property and Equipment](#i1e9b7d762d5c4406b8f110ee0e5f825c_268) | | | [83](#i1e9b7d762d5c4406b8f110ee0e5f825c_268) | | |

| [Note 12](#i1e9b7d762d5c4406b8f110ee0e5f825c_217) | | | [Discontinued Operations](#i1e9b7d762d5c4406b8f110ee0e5f825c_217) | | | [101](#i1e9b7d762d5c4406b8f110ee0e5f825c_217) | | |

| [Note](#i1e9b7d762d5c4406b8f110ee0e5f825c_286) [13](#i1e9b7d762d5c4406b8f110ee0e5f825c_286) | | | [Income Taxes](#i1e9b7d762d5c4406b8f110ee0e5f825c_286) | | | [102](#i1e9b7d762d5c4406b8f110ee0e5f825c_286) | | |

| | | | | | | | | |

| [Not](#i1e9b7d762d5c4406b8f110ee0e5f825c_106)[e 19](#i1e9b7d762d5c4406b8f110ee0e5f825c_106) | | | [Additional Financial Information](#i1e9b7d762d5c4406b8f110ee0e5f825c_106) | | | [113](#i1e9b7d762d5c4406b8f110ee0e5f825c_106) | | |

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*Changes in Accounting Principles*

As described in Management’s Annual Report on Internal Control over Financial Reporting, management has excluded certain elements of the internal control over financial reporting of Sprint from its assessment of the Company’s internal control over financial reporting as of December 31, 2020 because it was acquired by the Company in a purchase business combination during 2020.

Subsequent to the acquisition, the Company integrated certain elements of Sprint’s internal control over financial reporting and related processes into the Company’s existing systems, internal control over financial reporting and related processes.

The Sprint controls that were not integrated have been excluded from management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2020.

We have also excluded these elements of the internal

control over financial reporting of Sprint from our audit of the Company’s internal control over financial reporting.

The excluded elements of Sprint represent controls over approximately 14% of consolidated assets and approximately 30% of the consolidated total revenues as of and for the year ended December 31, 2020.

*Acquisition of Sprint Corporation - Accounting and Valuation of the Acquired Spectrum License Portfolio*

As described in Notes 1 and 2 to the consolidated financial statements, the Company completed its acquisition of Sprint Corporation for a total consideration of $40.8 billion on April 1, 2020.

This enhanced value from combining owned and leased spectrum licenses is referred to as an aggregation premium, which is a component of the overall fair value of FCC spectrum licenses, which are recognized as indefinite-lived intangible assets.

The principal considerations for our determination that performing procedures relating to the accounting and valuation of the acquired Spectrum License portfolio in the acquisition of Sprint Corporation is a critical audit matter are (i) the significant judgment by management in determining the accounting for the leased EBS spectrum arrangements, as well as estimating the fair value of the acquired Spectrum License portfolio; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s accounting for the leased EBS spectrum portion of the portfolio as well as evaluating management’s significant assumptions related to the discount rate, market share, estimated capital and operating expenditures, forecasted service revenue and long-term growth rate used in estimating the fair value of the acquired Spectrum License portfolio; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to the accounting for the leased EBS spectrum arrangements and estimating the fair value of the acquired Spectrum License portfolio.

These procedures also included, among others, (i) reading the purchase agreement and Spectrum License lease agreements; (ii) evaluating management’s assessment related to the accounting for the leased EBS spectrum arrangements; and (iii) testing

management’s process for estimating the fair value of the acquired Spectrum License portfolio.

Testing management’s process included evaluating the appropriateness of the valuation methodology, and evaluating the reasonableness of management’s significant assumptions related to the discount rate, market share, estimated capital and operating expenditures, forecasted service revenue and long-term growth rate.

Evaluating the significant assumptions included considering (i) the cost of capital of comparable businesses and consistency with other valuations for the discount rate; (ii) industry factors and historical results for market share; (iii) historical results, and industry data for the estimated capital and operating expenditures and forecasted service revenue assumptions; and (iv) industry and market factors for the long-term growth rate.

Professionals with specialized skill and knowledge were used to assist in evaluating the reasonableness of the discount rate and long-term growth rate assumptions.

*Acquisition of Sprint Corporation - Accounting for the Acquired Lease-out and Leaseback Arrangement with Crown Castle International Corp.*

Additionally, $1.7 billion in other long-term liabilities were recognized associated with contract terms that are unfavorable to current market rates, which includes unfavorable terms associated with the fixed-price purchase option in 2037.

Prior to the Merger, Sprint entered into a lease-out and leaseback arrangement with Global Signal Inc., a third party that was subsequently acquired by CCI, that conveyed to CCI the exclusive right to manage and operate approximately 6,400 tower sites via prepaid master lease.

These agreements were assumed upon the close of the Merger, at which point the remaining term of the lease-out was approximately 17 years with no renewal options.

The Company leases back a portion of the space at certain tower sites for an initial term of 10 years, followed by optional renewals at customary terms.

The principal considerations for our determination that performing procedures relating to accounting for the acquired lease-out and leaseback arrangement with CCI in the acquisition of Sprint Corporation is a critical audit matter are (i) the significant judgment by management in determining the accounting to reflect the acquisition of the tower lease arrangement; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s accounting for and presentation of the owned leased asset and related liabilities and identification of each unit of account within the transaction; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

These procedures included testing the effectiveness of controls relating to the accounting for acquired lease-out and leaseback arrangement with CCI.

These procedures also included, among others, (i) reading the purchase agreement and Global Signal Inc. lease agreements; (ii) evaluating management’s accounting for and presentation of the owned leased asset and related liabilities; and (iii) evaluating management’s identification of each unit of account within the transaction.

Professionals with specialized skill and knowledge were used to assist in evaluating management’s accounting assessment of the acquired lease-out and leaseback arrangement with CCI.

February 23, 2021

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The certifications required by Section 302 of the Sarbanes-Oxley Act of 2002 are filed as exhibits [removed: [31.1](https://www.sec.gov/Archives/edgar/data/1283699/000128369921000039/ng_tmus12312020ex311.htm)] [added: [31.1](https://www.sec.gov/Archives/edgar/data/1283699/000128369922000018/tmus12312021ex311.htm)] and [removed: [31.2](https://www.sec.gov/Archives/edgar/data/1283699/000128369921000039/ng_tmus12312020ex312.htm),] [added: [31.2](https://www.sec.gov/Archives/edgar/data/1283699/000128369922000018/tmus12312021ex312.htm),] respectively, to this Form 10-K.

[removed: Other than the integration of Sprint, there] [added: There] were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act, during our most recently completed fiscal quarter that materially affected or are reasonably likely to materially affect our internal control over financial reporting.

Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2020.][added: 2021.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2020] [added: 2021] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report herein.

[Index for Notes to the](#i1e9b7d762d5c4406b8f110ee0e5f825c_31) [Consolidated Financial Statements](#i1e9b7d762d5c4406b8f110ee0e5f825c_31)

On April 1, 2020, we completed our Merger with Sprint and have implemented new processes and internal controls to assist us in the preparation and disclosure of financial information.

On April 1, 2020, we completed our Merger with Sprint and have implemented new processes and internal controls to assist us

in the preparation and disclosure of financial information.

We have also integrated certain Sprint business processes into our existing processes, systems and internal control over financial reporting.

Given the significance of the Sprint acquisition and the complexity of systems and business processes, we have excluded certain acquired Sprint processes and internal controls that were not integrated from our evaluation of internal control over financial reporting.

This exclusion is in accordance with the guidance issued by the SEC that permits registrants to exclude an acquired business from management’s report on internal control over financial reporting for the first year after the acquisition is completed.

The total assets of Sprint, excluding the elements related to processes that have been integrated with our processes, and excluding goodwill, spectrum licenses and other

identifiable intangible assets that were subject to our evaluation, represent approximately 14% of consolidated assets as of December 31, 2020.

The total revenues of Sprint represent approximately 30% of the consolidated revenues for the year ended December 31, 2020.

PART III.

OTHER INFORMATION

Not applicable.

PART III.

OTHER INFORMATION

[Index for Notes to the](#i1e9b7d762d5c4406b8f110ee0e5f825c_31) [Consolidated Financial Statements](#i1e9b7d762d5c4406b8f110ee0e5f825c_31)

Report of Independent Registered Public Accounting Firm [added: (PCAOB ID: 238)]

See the [Index to [removed: Exhibits](#ie0b8126e3561405d804a366b3fab7a31_355)] [added: Exhibits](#i1e9b7d762d5c4406b8f110ee0e5f825c_370)] immediately following “Item 16.

| Exhibit No. | | | | | | Exhibit Description | | | | | | Form | | | | | | Date of [removed: First] Filing | | | | | | Exhibit Number | | | | | | Filed [removed: Herein] [added: Herewith] | | |

| [removed: 4.4] [added: 4.5] | | | | | | [removed: [Seventeenth] [added: [Twenty-Third] Supplemental Indenture, dated as of [removed: September 5, 2014,] [added: March 16, 2017,] by and among T-Mobile USA, Inc., [added: T-Mobile US, Inc.,] the [added: other] guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee, including the Form of [removed: 6.000%] [added: 4.000%] Senior [removed: Notes] [added: Note] due [removed: 2023.](http://www.sec.gov/Archives/edgar/data/1283699/000119312514333702/d783189dex41.htm)] [added: 2022.](http://www.sec.gov/Archives/edgar/data/1283699/000119312517085582/d551684dex41.htm)] | | | | | | 8-K | | | | | | [removed: 9/5/2014] [added: 3/16/2017] | | | | | | 4.1 | | | | | | | | |

| [removed: 4.5] [added: 4.4] | | | | | | [Nineteenth Supplemental Indenture, dated as of September 28, 2015, by and among T-Mobile USA, Inc., the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee.](http://www.sec.gov/Archives/edgar/data/1283699/000128369915000055/tmus09302015ex43.htm) | | | | | | 10-Q | | | | | | 10/27/2015 | | | | | | 4.3 | | | | | | | | |

| 4.6 | | | | | | [removed: [Twentieth] [added: [Twenty-Fifth] Supplemental Indenture, dated as of [removed: November 5, 2015,] [added: March 16, 2017,] by and among T-Mobile USA, Inc., the [added: other] guarantors party thereto and Deutsche Bank Trust Company Americas, as [removed: Trustee,] [added: trustee,] including the Form of [removed: 6.500%] [added: 5.375%] Senior [removed: Notes] [added: Note] due [removed: 2026.](http://www.sec.gov/Archives/edgar/data/1283699/000119312515368375/d59056dex41.htm)] [added: 2027.](http://www.sec.gov/Archives/edgar/data/1283699/000119312517085582/d551684dex43.htm)] | | | | | | 8-K | | | | | | [removed: 11/5/2015] [added: 3/16/2017] | | | | | | [removed: 4.1] [added: 4.3] | | | | | | | | |

| Exhibit No. | | | | | | Exhibit Description | | | | | | Form | | | | | | Date of [removed: First] Filing | | | | | | Exhibit Number | | | | | | Filed [removed: Herein] [added: Herewith] | | |

| 4.7 | | | | | | [removed: [Twenty-First] [added: [Twenty-Sixth] Supplemental Indenture, dated as of [removed: November 5, 2015,] [added: April 27, 2017,] by and among T-Mobile USA, Inc., [added: T-Mobile US, Inc.,] the [added: other] guarantors party thereto and Deutsche Bank Trust Company Americas, as [removed: Trustee,] [added: trustee,] including the Form of [removed: 6.000%] [added: 4.000%] Senior [removed: Notes] [added: Note] due [removed: 2024.](http://www.sec.gov/Archives/edgar/data/1283699/000119312516527990/d132352dex41.htm)] [added: 2022-1.](http://www.sec.gov/Archives/edgar/data/1283699/000119312517148246/d385504dex41.htm)] | | | | | | 8-K | | | | | | [removed: 4/1/2016] [added: 4/28/2017] | | | | | | 4.1 | | | | | | | | |

| 4.8 | | | | | | [removed: [Twenty-Third] [added: [Twenty-Eighth] Supplemental Indenture, dated as of [removed: March 16,] [added: April 28,] 2017, by and among T-Mobile USA, Inc., T-Mobile US, Inc., the other guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee, including the Form of [removed: 4.000%] [added: 5.375%] Senior Note due [removed: 2022.](http://www.sec.gov/Archives/edgar/data/1283699/000119312517085582/d551684dex41.htm)] [added: 2027-1.](http://www.sec.gov/Archives/edgar/data/1283699/000119312517148246/d385504dex43.htm)] | | | | | | 8-K | | | | | | [removed: 3/16/2017] [added: 4/28/2017] | | | | | | [removed: 4.1] [added: 4.3] | | | | | | | | |

| 4.9 | | | | | | [removed: [Twenty-Fourth] [added: [Thirty-Third] Supplemental Indenture, dated as of [removed: March 16, 2017,] [added: January 25, 2018,] by and among T-Mobile USA, Inc., T-Mobile US, Inc., the other guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee, including the Form of [removed: 5.125%] [added: 4.750%] Senior Note due [removed: 2025.](http://www.sec.gov/Archives/edgar/data/1283699/000119312517085582/d551684dex42.htm)] [added: 2028.](http://www.sec.gov/Archives/edgar/data/1283699/000119312518019879/d523287dex42.htm)] | | | | | | 8-K | | | | | | [removed: 3/16/2017] [added: 1/25/2018] | | | | | | 4.2 | | | | | | | | |

| [removed: 4.10] [added: 4.20] | | | | | | [removed: [Twenty-Fifth] [added: [Forty-Seventh] Supplemental Indenture, dated as of March [removed: 16, 2017,] [added: 23, 2021,] by and among T-Mobile USA, Inc., [added: T-Mobile US, Inc.,] the other guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee, including the Form of [removed: 5.375%] [added: 3.375%] Senior Note due [removed: 2027.](http://www.sec.gov/Archives/edgar/data/1283699/000119312517085582/d551684dex43.htm)] [added: 2029](https://www.sec.gov/Archives/edgar/data/1283699/000114036121009648/nt10021707x7_ex4-3.htm).] | | | | | | 8-K | | | | | | [removed: 3/16/2017] [added: 3/23/2021] | | | | | | 4.3 | | | | | | | | |

| 4.11 | | | | | | [removed: [Twenty-Sixth] [added: [Thirty-Sixth] Supplemental Indenture, dated as of April [removed: 27, 2017,] [added: 30, 2018,] by and among T-Mobile USA, Inc., T-Mobile US, Inc., the other guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee, including the Form of [removed: 4.000%] [added: 4.750%] Senior Note due [removed: 2022-1.](http://www.sec.gov/Archives/edgar/data/1283699/000119312517148246/d385504dex41.htm)] [added: 2028-1.](http://www.sec.gov/Archives/edgar/data/1283699/000119312518151561/d580428dex42.htm)] | | | | | | 8-K | | | | | | [removed: 4/28/2017] [added: 5/4/2018] | | | | | | [removed: 4.1] [added: 4.2] | | | | | | | | |

| [removed: 4.12] [added: 4.21] | | | | | | [removed: [Twenty-Eighth] [added: [Forty-Eighth] Supplemental Indenture, dated as of [removed: April 28, 2017,] [added: March 23, 2021,] by and among T-Mobile USA, Inc., T-Mobile US, Inc., the other guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee, including the Form of [removed: 5.375%] [added: 3.500%] Senior Note due [removed: 2027-1.](http://www.sec.gov/Archives/edgar/data/1283699/000119312517148246/d385504dex43.htm)] [added: 2031.](https://www.sec.gov/Archives/edgar/data/1283699/000114036121009648/nt10021707x7_ex4-4.htm)] | | | | | | 8-K | | | | | | [removed: 4/28/2017] [added: 3/23/2021] | | | | | | [removed: 4.3] [added: 4.4] | | | | | | | | |

| [removed: 4.13] [added: 4.14] | | | | | | [removed: [Thirtieth] [added: [Fortieth] Supplemental Indenture, dated as of [removed: May 9, 2017,] [added: September 27, 2019,] by and among T-Mobile USA, Inc., T-Mobile US, Inc., the other guarantors party thereto and Deutsche Bank Trust Company Americas, as [removed: trustee.](http://www.sec.gov/Archives/edgar/data/1283699/000119312517164285/d373573dex42.htm)] [added: trustee.](http://www.sec.gov/Archives/edgar/data/1283699/000128369919000119/tmus09302019ex41.htm)] | | | | | | [removed: 8-K] [added: 10-Q] | | | | | | [removed: 5/9/2017] [added: 10/28/2019] | | | | | | [removed: 4.2] [added: 4.1] | | | | | | | | |

| [removed: 4.14] [added: 4.16] | | | | | | [removed: [Thirty-Second] [added: [Forty-Third] Supplemental Indenture, dated as of January [removed: 25, 2018,] [added: 14, 2021,] by and among T-Mobile USA, Inc., T-Mobile US, Inc., the other guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee, including the Form of [removed: 4.500%] [added: 2.250%] Senior Note due [removed: 2026.](http://www.sec.gov/Archives/edgar/data/1283699/000119312518019879/d523287dex41.htm)] [added: 2026.](https://www.sec.gov/Archives/edgar/data/1283699/000114036121001209/nt10018737x4_ex4-2.htm)] | | | | | | 8-K | | | | | | [removed: 1/25/2018] [added: 1/14/2021] | | | | | | [removed: 4.1] [added: 4.2] | | | | | | | | |

| [removed: 4.15] [added: 4.17] | | | | | | [removed: [Thirty-Third] [added: [Forty-Fourth] Supplemental Indenture, dated as of January [removed: 25, 2018,] [added: 14, 2021,] by and among T-Mobile USA, Inc., T-Mobile US, Inc., the other guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee, including the Form of [removed: 4.750%] [added: 2.625%] Senior Note due [removed: 2028.](http://www.sec.gov/Archives/edgar/data/1283699/000119312518019879/d523287dex42.htm)] [added: 2029.](https://www.sec.gov/Archives/edgar/data/1283699/000114036121001209/nt10018737x4_ex4-3.htm)] | | | | | | 8-K | | | | | | [removed: 1/25/2018] [added: 1/14/2021] | | | | | | [removed: 4.2] [added: 4.3] | | | | | | | | |

| [removed: 4.16] [added: 4.10] | | | | | | [Thirty-Fourth Supplemental Indenture, dated as of April 26, 2018, by and among T-Mobile USA, Inc., T-Mobile US, Inc., the other guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee.](http://www.sec.gov/Archives/edgar/data/1283699/000128369918000026/tmus03312018ex45.htm) | | | | | | 10-Q | | | | | | 5/1/2018 | | | | | | 4.5 | | | | | | | | |

| [removed: 4.17] [added: 4.18] | | | | | | [removed: [Thirty-Fifth] [added: [Forty-Fifth] Supplemental Indenture, dated as of [removed: April 30, 2018,] [added: January 14, 2021,] by and among T-Mobile USA, Inc., T-Mobile US, Inc., the other guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee, including the Form of [removed: 4.500%] [added: 2.875%] Senior Note due [removed: 2026-1.](http://www.sec.gov/Archives/edgar/data/1283699/000119312518151561/d580428dex41.htm)] [added: 2031.](https://www.sec.gov/Archives/edgar/data/1283699/000114036121001209/nt10018737x4_ex4-4.htm)] | | | | | | 8-K | | | | | | [removed: 5/4/2018] [added: 1/14/2021] | | | | | | [removed: 4.1] [added: 4.4] | | | | | | | | |

| [removed: 4.18] [added: 4.19] | | | | | | [removed: [Thirty-Sixth] [added: [Forty-Sixth] Supplemental Indenture, dated as of [removed: April 30, 2018,] [added: March 23, 2021,] by and among T-Mobile USA, Inc., T-Mobile US, Inc., the other guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee, including the Form of [removed: 4.750%] [added: 2.625%] Senior Note due [removed: 2028-1.](http://www.sec.gov/Archives/edgar/data/1283699/000119312518151561/d580428dex42.htm)] [added: 2026.](https://www.sec.gov/Archives/edgar/data/1283699/000114036121009648/nt10021707x7_ex4-2.htm)] | | | | | | 8-K | | | | | | [removed: 5/4/2018] [added: 3/23/2021] | | | | | | 4.2 | | | | | | | | |

| [removed: 4.19] [added: 4.12] | | | | | | [Thirty-Seventh Supplemental Indenture, dated as of May 20, 2018, by and among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas.](http://www.sec.gov/Archives/edgar/data/1283699/000110465918034627/a18-12444_24ex4d1.htm) | | | | | | 8-K | | | | | | 5/21/2018 | | | | | | 4.1 | | | | | | | | |

| Exhibit No. | | | | | | Exhibit Description | | | | | | Form | | | | | | Date of [removed: First] Filing | | | | | | Exhibit Number | | | | | | Filed [removed: Herein] [added: Herewith] | | |

| [removed: 4.20] [added: 4.13] | | | | | | [Thirty-Eighth Supplemental Indenture, dated as of December 20, 2018, by and among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company [removed: Americas.](http://www.sec.gov/Archives/edgar/data/1283699/000119312518356529/d677297d8k.htm)] [added: Americas.](https://www.sec.gov/Archives/edgar/data/1283699/000119312518356529/d677297dex41.htm)] | | | | | | 8-K | | | | | | 12/21/2018 | | | | | | 4.1 | | | | | | | | |

| [removed: 4.21] [added: 4.22] | | | | | | [removed: [Thirty-Ninth] [added: [Forty-Ninth] Supplemental Indenture, dated as of [removed: December 20, 2018,] [added: March 30, 2021,] by and among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company [removed: Americas.](http://www.sec.gov/Archives/edgar/data/1283699/000128369919000015/tmus12312018ex441.htm)] [added: Americas, as trustee.](https://www.sec.gov/Archives/edgar/data/1283699/000128369921000150/ng_tmus06302021ex43.htm)] | | | | | | [removed: 10-K] [added: 10-Q] | | | | | | [removed: 2/7/2019] [added: 8/3/2021] | | | | | | [removed: 4.41] [added: 4.3] | | | | | | | | |

| [removed: 4.22] [added: 4.15] | | | | | | [removed: [Fortieth] [added: [Forty-First] Supplemental Indenture, dated as of [removed: September 27, 2019,] [added: April 1, 2020,] by and among T-Mobile USA, Inc., T-Mobile US, Inc., the other guarantors party [removed: thereto] [added: thereto,] and Deutsche Bank Trust Company Americas, as [removed: trustee.](http://www.sec.gov/Archives/edgar/data/1283699/000128369919000119/tmus09302019ex41.htm)] [added: trustee.](https://www.sec.gov/Archives/edgar/data/1283699/000128369920000165/ngtmus06302020ex412.htm)] | | | | | | [removed: 10-Q] [added: 10-Q/A] | | | | | | [removed: 10/28/2019] [added: 8/10/2020] | | | | | | [removed: 4.1] [added: 4.12] | | | | | | | | |

| 4.23 | | | | | | [removed: [Forty-First Supplemental Indenture,] [added: [Indenture,] dated as of April [removed: 1, 2020,] [added: 9, 2020] by and among T-Mobile USA, Inc., [removed: T-Mobile US, Inc.,] the [removed: other guarantors party thereto,] [added: Company] and Deutsche Bank Trust Company Americas, as [removed: trustee.](https://www.sec.gov/Archives/edgar/data/1283699/000128369920000165/ngtmus06302020ex412.htm)] [added: trustee.](https://www.sec.gov/Archives/edgar/data/1283699/000114036120008648/nc10010559x2_ex4-1.htm)] | | | | | | [removed: 10-Q/A] [added: 8-K] | | | | | | [removed: 8/10/2020] [added: 4/13/2020] | | | | | | [removed: 4.12] [added: 4.1] | | | | | | | | |

| [removed: 4.24] [added: 10.45] | | | | | | [removed: [Forty-Second Supplemental Indenture,] [added: [Collateral Agreement,] dated as of [removed: May 7,] [added: April 1,] 2020, by and among T-Mobile [removed: USA, Inc., T-Mobile] US, Inc., [added: T-Mobile USA, Inc. and] the other [removed: guarantors] [added: grantors] party [removed: thereto, and] [added: thereto in favor of] Deutsche Bank Trust Company Americas, as [removed: trustee.](https://www.sec.gov/Archives/edgar/data/1283699/000119312520214220/d87105dex413.htm)] [added: collateral trustee.](https://www.sec.gov/Archives/edgar/data/1283699/000119312520214220/d87105dex107.htm)] | | | | | | 10-Q/A | | | | | | 8/10/2020 | | | | | | [removed: 4.13] [added: 10.7] | | | | | | | | |