T-Mobile US (TMUS) 10-K risk factor changes: FY2022 vs FY2021

In addition to the other information contained in this Form 10-K, the following risk factors should be considered carefully in [added: evaluating T-Mobile.]

The [removed: Pandemic may continue] [added: scarcity and cost of additional wireless spectrum, and regulations relating] to [added: spectrum use, may] adversely affect our business, [removed: liquidity,] financial [removed: condition] [added: condition,] and operating results.

Competition, industry consolidation, and changes in the market for wireless [added: communications] services [added: and other forms of connectivity] could negatively affect our ability to attract and retain customers and adversely affect our business, financial condition and operating results.

We expect the wireless industry’s customer growth rate to moderate [added: over time] in comparison with historical growth rates, leading to ongoing competition for customers.

We also expect that our customers’ appetite for data services will place increasing demands on [removed: our network capacity.][added: wireless service providers.]

This competition and [removed: our capacity] [added: increasing demands for data services] will continue to put pressure on pricing and margins as [removed: companies] [added: companies, including us,] compete for a relatively fixed pool of customers with an ever-expanding variety of [removed: products and services.]

Our ability to compete will depend upon, among other things, continued absolute and relative improvement in network [removed: quality] [added: quality, capacity] and customer service, effective marketing and selling of products and services, innovation, and attractive pricing, all of which will involve significant expenses.

We face increased competition from other service [removed: providers,] [added: providers in the connectivity sector from within and outside of the wireless industry,] including from cable, [removed: wireline] [added: fiber] and satellite providers, as industry sectors converge.

[removed: Wireline companies,] [added: Fiber companies] such as [removed: Frontier] [added: Lumen Technologies] and Windstream have announced plans for fiber buildouts, often supported by government [removed: funding, which may impact our fixed wireless High Speed Internet growth plans.][added: funding.]

We expect DISH, which has already acquired several MVNOs, to [removed: 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 [added: by] expanding partnerships and offerings.

These factors could make it more difficult for us to continue to attract and retain customers, [added: by] adversely affecting our competitive position and ability to grow, [added: including affecting our fixed wireless High Speed Internet growth plans,] which could have a material adverse effect on our business, financial [removed: condition] [added: condition,] and operating results.

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

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

Our competitors may also enter into exclusive handset, device, or content arrangements, execute pervasive advertising and marketing campaigns, or otherwise improve their cost position relative to [removed: ours.][added: ours, making it more difficult for us to compete and negatively impacting our business.]

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

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

Our business involves the receipt, [removed: storage] [added: storage,] and transmission of [removed: our customers’] confidential [removed: information, including sensitive personal] information [added: about our customers, such as sensitive personal, account] and payment card information, confidential information about our employees and suppliers, and other sensitive information about our Company, such as our business plans, [removed: transactions] [added: transactions, financial information,] and intellectual property (collectively, “Confidential Information”).

[removed: Attacks against companies like ours are perpetrated by a variety] [added: Some] of [removed: groups and persons, including those] [added: these persons reside] 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.

These third-party [removed: service and equipment] providers have experienced in the [removed: past] [added: past,] and will [removed: likely] continue to experience [removed: data breaches and other attacks] [added: in the future, cyberattacks] that involve [added: attempts to obtain] unauthorized access to [added: our] Confidential Information [removed: and] [added: and/or to] create operational [removed: disruptions,] [added: disruptions that could adversely affect our business,] and [removed: they] [added: these providers also] face [added: other] security challenges common to all parties that collect and process information.

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

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

As a result of the August 2021 cyberattack, we are subject to numerous [added: claims,] 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 [removed: 1](#i1e9b7d762d5c4406b8f110ee0e5f825c_97)[7](#i1e9b7d762d5c4406b8f110ee0e5f825c_97)] [added: 1](#id81aa33f217e4837921524220b6921f4_103)[9](#id81aa33f217e4837921524220b6921f4_103)] [– Commitments and [removed: Contingencies](#i1e9b7d762d5c4406b8f110ee0e5f825c_97)] [added: Contingencies](#id81aa33f217e4837921524220b6921f4_103)] of the Notes to the Consolidated Financial [removed: Statements, and “– Unfavorable outcomes of legal proceedings may adversely affect our business, reputation, financial condition, cash flows and operating results” below.][added: Statements.]

As a result of the August 2021 cyberattack [removed: or other cyberattacks or security breaches involving our Company or our third-party service] and [removed: equipment providers,] [added: the January 2023 cyberattack,] we may incur significant costs or experience other material financial impacts, which may not be covered by, or may exceed the coverage limits of, our cyber [added: liability] insurance, and such costs and impacts may have a material adverse effect on our business, reputation, financial condition, cash flows and operating results.

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

Typically, these incidents have involved attempts to commit fraud by taking control of a customer’s phone [removed: line.][added: line, often by using compromised credentials.]

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

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

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

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

[removed: Any] [added: If we fail to protect Confidential Information or to prevent operational disruptions from] future cyberattacks, [removed: data breaches, or security incidents] [added: there] may [removed: have] [added: be] a material adverse effect on our business, reputation, financial condition, cash [removed: flows] [added: flows,] and operating results.

In order to grow and remain competitive, we will need to adapt to changes in available technology, continually invest in our network, increase network capacity, enhance our existing offerings, and introduce new offerings to [removed: address] [added: meet] our current and potential customers’ changing [added: service] demands.

If our new services fail to retain or gain acceptance in the marketplace or if costs associated with these services are higher than anticipated, this could have a material adverse effect on our business, brand, financial [removed: condition] [added: condition,] and operating results.

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

Doing so may be difficult due to many factors, including fluctuations in economic and industry conditions, changes to U.S. immigration policy, competitors’ hiring [added: and remote working policies and] practices, employee [removed: tolerance] [added: intolerance] for the significant [removed: amount of change within] [added: changes within,] and demands [removed: on] [added: on,] our Company and our industry, and the effectiveness of our compensation programs.

[removed: This integration] [added: As our culture continues to evolve, we] may [removed: impact] [added: experience adverse impacts on] 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 [removed: departing employees] [added: employees,] and [added: we] may lose significant expertise and talent.

We rely upon systems and networks - those of third-party suppliers and other providers, in addition to our own - to provide and support our [removed: services.][added: service offerings.]

System, [removed: network] [added: network,] or infrastructure failures [added: resulting from a number of causes] may prevent us from providing reliable service.

products and services.

We are subject to persistent cyberattacks and threats to our networks, systems, and supply chain from a variety of bad actors, many of whom attempt to gain access to and compromise Confidential Information by exploiting bugs, errors, misconfigurations or other vulnerabilities in our networks and other systems (including purchased and third-party systems) or by engaging in credential harvesting or social engineering.

In some cases, these bad actors may obtain unauthorized access to Confidential Information utilizing credentials taken from our customers, employees, or third parties.

Other bad actors aim to cause serious operational disruptions to our business or networks through other means, such as through ransomware or distributed denial of services attacks.

Cyberattacks against companies like ours have increased in frequency and potential harm over time, and the methods used to gain unauthorized access constantly evolve, making it increasingly difficult to anticipate, prevent, and/or detect incidents successfully in every instance.

They are perpetrated by a variety of groups and persons, including state-sponsored parties, malicious actors, employees, contractors, or other unrelated third parties.

In addition, we routinely provide certain Confidential Information to third-party providers whose products and services are used in our business operations, including as part of our IT systems, such as cloud services.

customer protection, and expect to incur additional expense in future periods resulting from the attack.

For more information, see “Recent Cyberattacks” in the Overview section of our Management’s Discussion and Analysis of Financial Condition and Results of Operations.

In January 2023, we disclosed that a bad actor was obtaining data through a single Application Programming Interface (“API”) without authorization.

Based on our investigation to date, the impacted API is only able to provide a limited set of customer account data, including name, billing address, email, phone number, date of birth, T-Mobile account number and information such as the number of lines on the account and plan features.

The result from our investigation to date indicates that the bad actor(s) obtained data from this API for approximately 37 million current postpaid and prepaid customer accounts, though many of these accounts did not include the full data set.

We believe that the bad actor first retrieved data through the impacted API starting on or around November 25, 2022.

We continue to investigate the incident and have notified individuals whose information was impacted consistent with state and federal requirements.

These preventative actions require the investment of significant resources and management time and attention.

Additionally, we do not have control of the cybersecurity systems, breach prevention, and response protocols of our third-party providers.

While T-Mobile may have contractual rights to assess the effectiveness of many of our providers’ systems and protocols, we do not have the means to know or assess the effectiveness of all of our providers’ systems and controls at all times.

Further, inflationary cost pressures may increase our costs, including employee compensation, and lead to increased employee attrition to the extent our compensation does not keep up with inflation, particularly if our competitors’ compensation does.

In addition, the new hybrid work model introduced during the global COVID-19 pandemic (the “Pandemic”) required T-Mobile to change and evolve our company culture.

- chronic changes in physical conditions, such as sea-level rise or changes in temperature or precipitation patterns, which may impact the operating conditions of our infrastructure or other infrastructure we rely on;

Most Government Commitments have specified time frames for compliance and reporting, and we continue to focus on taking the actions required to fulfill them.

The wireless industry, broadly, is dependent on population growth, as a result, we expect the wireless industry’s customer growth rate to be moderate in comparison with historical growth rates, leading to ongoing competition for customers.

The parties are required to file an application for the transfer by April 1, 2023.

We may also elect to divest some of our

assets to third parties.

Unexpected termination of our arrangement with any of these suppliers or difficulties in renewing our commercial arrangements with them could have a material and adverse effect on our business operations.

The failure of our suppliers to comply with our expectations and policies could expose us to additional legal and litigation risks and lead to unexpected contract terminations.

We may not fully realize the synergy benefits from the Transactions in the expected time frame.

Although we have completed a number of integration activities, we continue the process and may incur additional expenses as a result of challenges in combining operations such as:

- difficulties in operating and maintaining multiple billing and related support systems until conversion is completed;

outstanding plus any interest, fees, penalties, or premiums.

and private litigants regarding whether such initiatives or practices are compliant.

Moreover, new privacy laws are being developed and/or enacted in many jurisdictions, for example, in Colorado, Utah, Connecticut, Virginia, and in California, where the California Privacy Rights Act (“CPRA”) (which modifies the CCPA) recently became effective.

All of these new privacy laws and others that we expect to be developed and enacted going forward will impose additional data protection obligations and potential liability on companies such as ours doing business in those states.

Both federal and state governments are considering additional privacy laws and regulations which, if passed, could further impact our business, strategies, offerings, and initiatives and cause us to incur further costs.

Any actual or perceived failure to comply with the CCPA, CPRA, other data privacy laws or regulations, or related contractual or other obligations, or any perceived privacy rights violation, could lead to investigations, claims, and proceedings by governmental entities and private parties, damages for contract breaches, and other significant costs, penalties, and other liabilities, as well as harm to our reputation and market position.

In connection with the Transactions, we became subject to a number of legal proceedings, including a putative shareholder class action and derivative lawsuit and a putative antitrust class action.

For more information, see “– Contingencies and Litigation – Litigation and Regulatory Matters” in [Note 19 – Commitments and Contingencies](#id81aa33f217e4837921524220b6921f4_103) of the Notes to the Consolidated Financial Statements.

actions and other proceedings.

On July 22, 2022, we entered into an agreement to settle the consolidated class action lawsuit.

evaluating T-Mobile.

Risks related to the Pandemic

The Pandemic has impacted the ways in which our customers use 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 may continue to be adversely impacted by 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)

Unauthorized access to Confidential Information is difficult to anticipate, detect or prevent, particularly given that the methods used by third parties to gain unauthorized access constantly change and evolve.

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).

As a telecommunications carrier, we are considered a critical infrastructure provider and therefore are a persistent target of cyberattacks.

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.

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

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

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.

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

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.

In addition, the continued integration of T-Mobile’s and Sprint’s businesses and culture could have an adverse impact on our employees.

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

Many Government Commitments specify time frames for compliance and reporting.

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

Further, because 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 revenue under operating leases.

If estimated residual values, in the aggregate, significantly decline due to economic factors, including Pandemic impacts, obsolescence, or other circumstances, we may not realize such residual value.

Sprint historically suffered, and we may suffer, negative consequences including increased costs and increased losses on devices as a result of a lease customer default, the related termination of a lease, and the attempted repossession of the device, including failure of a lease customer to return a leased device.

T-Mobile may exercise an option to lease back 4 MHz (2 MHz downlink + 2 MHz uplink) of the spectrum for two years following the closing of the 800 MHz spectrum sale at the same per person rate used to calculate the purchase price paid by DISH to T-Mobile – a rate of approximately $68 million per year.

We depend heavily on suppliers, service providers, their subcontractors and other third parties for us to efficiently operate our business.

Many of the products and services we use are available through multiple sources and suppliers.

Our suppliers, service providers and their subcontractors may not perform at the levels we expect or at the levels required by their contracts.

We are subject to risks related to the cessation of LIBOR.

Amounts drawn under our revolving credit facility and certain funded amounts under our EIP sale arrangement and our service receivable sale arrangement currently bear interest at rates that are calculated based on U.S. dollar LIBOR, which is expected to be discontinued by 2023.

Any alternative reference rate that replaces U.S. dollar LIBOR under our revolving credit facility, is used as a benchmark on any other borrowings or is used as a benchmark under our EIP sale arrangement or service receivable sale arrangement could be higher or more volatile than LIBOR prior to its discontinuance, which could result in an increase in the cost of our indebtedness or funded amounts.

Further, credit markets may be disrupted as a result of the phase-out or replacement of LIBOR.

While we continue to integrate and align the policies, principles and practices of the two companies following the Merger, as a result of the differences in control environments and cultures, we could identify material weaknesses that could result in materially inaccurate financial statements, materially inaccurate disclosures, or failure to prevent error or fraud for the combined company.

negatively impacted.

The loss of any licenses, or any related fines or forfeitures, could adversely affect our business, financial condition and operating results.

We have incurred and will continue to incur significant implementation costs to ensure compliance with the CCPA, and we could see increased litigation costs.

Moreover, a new privacy law, the California Privacy Rights Act (“CPRA”), was passed by Californians via ballot initiative during the November

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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] included in [Part [removed: I](#i1e9b7d762d5c4406b8f110ee0e5f825c_13)[I](#i1e9b7d762d5c4406b8f110ee0e5f825c_13)[, Item](#i1e9b7d762d5c4406b8f110ee0e5f825c_13) [8](#i1e9b7d762d5c4406b8f110ee0e5f825c_13)] [added: I](#id81aa33f217e4837921524220b6921f4_13)[I](#id81aa33f217e4837921524220b6921f4_13)[, Item](#id81aa33f217e4837921524220b6921f4_13) [8](#id81aa33f217e4837921524220b6921f4_13)] of this Form 10-K.

Sprint [removed: Merger][added: Merger Account Base Adjustments]

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

For more information regarding [removed: the Merger,] [added: our Business Combination Agreement,] see [Note 2 – Business [removed: Combinations](#i1e9b7d762d5c4406b8f110ee0e5f825c_43)] [added: Combinations](#id81aa33f217e4837921524220b6921f4_265)] of the Notes to the Consolidated Financial Statements.

For more information regarding our [removed: acquisition of the Wireless Assets,] [added: restructuring activities,] see [Note [removed: 2] [added: 20] – [removed: Business Combinations](#i1e9b7d762d5c4406b8f110ee0e5f825c_43)] [added: Restructuring Costs](#id81aa33f217e4837921524220b6921f4_109)] of the Notes to the Consolidated Financial Statements.

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

[removed: Transaction and restructuring] [added: Restructuring] costs are disclosed in [Note [removed: 2] [added: 20] – [removed: Business Combinations](#i1e9b7d762d5c4406b8f110ee0e5f825c_43) and [Note 1](#i1e9b7d762d5c4406b8f110ee0e5f825c_103)[8](#i1e9b7d762d5c4406b8f110ee0e5f825c_103) [](#i1e9b7d762d5c4406b8f110ee0e5f825c_103)[–](#i1e9b7d762d5c4406b8f110ee0e5f825c_103) [Restructuring Costs](#i1e9b7d762d5c4406b8f110ee0e5f825c_103), respectively,] [added: Restructuring Costs](#id81aa33f217e4837921524220b6921f4_109)] of the Notes to the Consolidated Financial Statements.

See “Adjusted EBITDA and Core Adjusted EBITDA” in the “[Performance [removed: Measures](#i1e9b7d762d5c4406b8f110ee0e5f825c_151)”] [added: Measures](#id81aa33f217e4837921524220b6921f4_166)”] section of this MD&A.

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

| (in millions) | | | | | | | | | | | | | | | Year Ended December 31, | | | | | | | | | | | | | | | | | | [removed: 2021] [added: 2022] Versus [removed: 2020] [added: 2021] | | | | | | | | | | | | [removed: 2020] [added: 2021] Versus [removed: 2019] [added: 2020] | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | $ Change | | | | | | % Change | | | | | | $ Change | | | | | | % Change | | | | | |

| Cost of services, exclusive of depreciation and amortization | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | [removed: 1,015] [added: 2,670] | | | | | $ | [removed: 646] [added: 1,015] | | | | | $ | [removed: —] [added: 646] | | | | | $ | [removed: 369] [added: 1,655] | | | | | [removed: 57] [added: 163] | | % | | | | $ | [removed: 646] [added: 369] | | | | | [removed: NM] [added: 57] | | [added: %] |

| Cost of equipment [removed: sales] [added: sales, exclusive of depreciation and amortization] | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 1,018] [added: 1,524] | | | | | | [removed: 6] [added: 1,018] | | | | | | [removed: —] [added: 6] | | | | | | [removed: 1,012] [added: 506] | | | | | | [removed: NM] [added: 50] | | [added: %] | | | | [removed: 6] [added: 1,012] | | | | | | NM | | |

| Selling, general and administrative | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 1,074] [added: 775] | | | | | | [removed: 1,263] [added: 1,074] | | | | | | [removed: 620] [added: 1,263] | | | | | | [removed: (189)] [added: (299)] | | | | | | [removed: (15)] [added: (28)] | | % | | | | [removed: 643] [added: (189)] | | | | | | [removed: 104] [added: (15)] | | % |

| Total Merger-related costs | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | [removed: 3,107] [added: 4,969] | | | | | $ | [removed: 1,915] [added: 3,107] | | | | | $ | [removed: 620] [added: 1,915] | | | | | $ | [removed: 1,192] [added: 1,862] | | | | | [removed: 62] [added: 60] | | % | | | | $ | [removed: 1,295] [added: 1,192] | | | | | [removed: 209] [added: 62] | | % |

| [removed: Cash] [added: Net cash] payments for Merger-related costs | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | [removed: 2,170] [added: 3,364] | | | | | $ | [removed: 1,493] [added: 2,170] | | | | | $ | [removed: 442] [added: 1,493] | | | | | $ | [removed: 677] [added: 1,194] | | | | | [removed: 45] [added: 55] | | % | | | | $ | [removed: 1,051] [added: 677] | | | | | [removed: 238] [added: 45] | | % |

- The decommissioning of certain small cell sites and distributed antenna systems to achieve [added: Merger] synergies in network costs.

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

As a result of our ongoing restructuring [added: and integration] activities, we expect to realize [removed: cost efficiencies] [added: Merger synergies] by eliminating redundancies within our combined network [added: (see “Network Integration” above)] as well as other business processes and [removed: operations.][added: operations (see “Restructuring” above).]

For more information regarding our [removed: restructuring activities,] [added: debt financing transactions,] see [removed: [Note 1](#i1e9b7d762d5c4406b8f110ee0e5f825c_103)[8](#i1e9b7d762d5c4406b8f110ee0e5f825c_103)] [added: [Note](#id81aa33f217e4837921524220b6921f4_286) [8](#id81aa33f217e4837921524220b6921f4_286)] [– [removed: Restructuring Costs](#i1e9b7d762d5c4406b8f110ee0e5f825c_103)] [added: Debt](#id81aa33f217e4837921524220b6921f4_286)] of the Notes to the Consolidated Financial Statements.

[removed: As we previously reported,] [added: In August 2021,] we were subject to a criminal cyberattack involving unauthorized access to T-Mobile’s systems.

We [removed: 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, [added: resolve inquiries by various government authorities,] provide additional customer support and enhance customer protection, only some of which may be covered and reimbursable by insurance.

[removed: We] [added: In addition, we] are unable to predict the full impact of [removed: the August 2021 cyberattack] [added: this incident] on customer behavior in the future, including whether a change in our customers’ behavior could negatively impact our results of operations on an ongoing [removed: basis.][added: basis, although we presently do not expect that it will have a material effect on our operations.]

As a result of the attack, we are subject to numerous arbitration demands and lawsuits, including class action lawsuits, and regulatory inquiries as described in [Note [removed: 1](#i1e9b7d762d5c4406b8f110ee0e5f825c_97)[7](#i1e9b7d762d5c4406b8f110ee0e5f825c_97) [–] [added: 19 –] Commitments and [removed: Contingencies](#i1e9b7d762d5c4406b8f110ee0e5f825c_97)] [added: Contingencies](#id81aa33f217e4837921524220b6921f4_103)] of the Notes to the Consolidated Financial [removed: Statements and [Part I](#i1e9b7d762d5c4406b8f110ee0e5f825c_181)[, Item](#i1e9b7d762d5c4406b8f110ee0e5f825c_181) [3](#i1e9b7d762d5c4406b8f110ee0e5f825c_181)[.][added: Statements.]

| | | | | | | | | | | | | | | | Year Ended December 31, | | | | | | | | | | | | | | | | | | [removed: 2021] [added: 2022] Versus [removed: 2020] [added: 2021] | | | | | | | | | | | | [removed: 2020] [added: 2021] Versus [removed: 2019] [added: 2020] | | | | | | | | | | | | | | | | | | | | |

| (in millions) | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | $ Change | | | | | | % Change | | | | | | $ Change | | | | | | % Change | | |

| [removed: Revenues] [added: Revenues] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Postpaid revenues | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | [removed: 42,562] [added: 45,919] | | | | | $ | [removed: 36,306] [added: 42,562] | | | | | $ | [removed: 22,673] [added: 36,306] | | | | | $ | [removed: 6,256] [added: 3,357] | | | | | [removed: 17] [added: 8] | | % | | | | $ | [removed: 13,633] [added: 6,256] | | | | | [removed: 60] [added: 17] | | % |

| Prepaid revenues | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 9,733] [added: 9,857] | | | | | | [removed: 9,421] [added: 9,733] | | | | | | [removed: 9,543] [added: 9,421] | | | | | | [removed: 312] [added: 124] | | | | | | [removed: 3] [added: 1] | | % | | | | [removed: (122)] [added: 312] | | | | | | [removed: (1)] [added: 3] | | % |

| Total service revenues | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 58,369] [added: 61,323] | | | | | | [removed: 50,395] [added: 58,369] | | | | | | [removed: 34,500] [added: 50,395] | | | | | | [removed: 7,974] [added: 2,954] | | | | | | [removed: 16] [added: 5] | | % | | | | [removed: 15,895] [added: 7,974] | | | | | | [removed: 46] [added: 16] | | % |

| Equipment revenues | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 20,727] [added: 17,130] | | | | | | [removed: 17,312] [added: 20,727] | | | | | | [removed: 9,840] [added: 17,312] | | | | | | [removed: 3,415] [added: (3,597)] | | | | | | [removed: 20] [added: (17)] | | % | | | | [removed: 7,472] [added: 3,415] | | | | | | [removed: 76] [added: 20] | | % |

| Other revenues | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 1,022] [added: 1,118] | | | | | | [removed: 690] [added: 1,022] | | | | | | [removed: 658] [added: 690] | | | | | | [removed: 332] [added: 96] | | | | | | [removed: 48] [added: 9] | | % | | | | [removed: 32] [added: 332] | | | | | | [removed: 5] [added: 48] | | % |

| Total revenues | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 80,118] [added: 79,571] | | | | | | [removed: 68,397] [added: 80,118] | | | | | | [removed: 44,998] [added: 68,397] | | | | | | [removed: 11,721] [added: (547)] | | | | | | [removed: 17] [added: (1)] | | % | | | | [removed: 23,399] [added: 11,721] | | | | | | [removed: 52] [added: 17] | | % |

| [removed: Operating expenses] [added: Operating expenses] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Cost of services, exclusive of depreciation and amortization shown separately below | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 13,934] [added: 14,666] | | | | | | [removed: 11,878] [added: 13,934] | | | | | | [removed: 6,622] [added: 11,878] | | | | | | [removed: 2,056] [added: 732] | | | | | | [removed: 17] [added: 5] | | % | | | | [removed: 5,256] [added: 2,056] | | | | | | [removed: 79] [added: 17] | | % |

| Cost of equipment sales, exclusive of depreciation and amortization shown separately below | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 22,671] [added: 21,540] | | | | | | [removed: 16,388] [added: 22,671] | | | | | | [removed: 11,899] [added: 16,388] | | | | | | [removed: 6,283] [added: (1,131)] | | | | | | [removed: 38] [added: (5)] | | % | | | | [removed: 4,489] [added: 6,283] | | | | | | 38 | | % |

| Selling, general and administrative | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 20,238] [added: 21,607] | | | | | | [removed: 18,926] [added: 20,238] | | | | | | [removed: 14,139] [added: 18,926] | | | | | | [removed: 1,312] [added: 1,369] | | | | | | 7 | | % | | | | [removed: 4,787] [added: 1,312] | | | | | | [removed: 34] [added: 7] | | % |

| Impairment expense | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: —] [added: 477] | | | | | | [removed: 418] [added: —] | | | | | | [removed: —] [added: 418] | | | | | | [removed: (418)] [added: 477] | | | | | | [removed: (100)] [added: NM] | | [removed: %] | | | | [removed: 418] [added: (418)] | | | | | | [removed: NM] [added: (100)] | | [added: %] |

| Depreciation and amortization | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 16,383] [added: 13,651] | | | | | | [removed: 14,151] [added: 16,383] | | | | | | [removed: 6,616] [added: 14,151] | | | | | | [removed: 2,232] [added: (2,732)] | | | | | | [removed: 16] [added: (17)] | | % | | | | [removed: 7,535] [added: 2,232] | | | | | | [removed: 114] [added: 16] | | % |

| Total operating expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 73,226] [added: 73,028] | | | | | | [removed: 61,761] [added: 73,226] | | | | | | [removed: 39,276] [added: 61,761] | | | | | | [removed: 11,465] [added: (198)] | | | | | | [removed: 19] [added: —] | | % | | | | [removed: 22,485] [added: 11,465] | | | | | | [removed: 57] [added: 19] | | % |

Sprint Merger, Network Integration and Decommissioning Activities

We expect to incur substantially all of the remaining projected Merger-related costs of approximately $1.0 billion, excluding capital expenditures, by the end of 2023, with the cash expenditure for the Merger-related costs extending beyond 2023.

Network Integration

As of December 31, 2022, we have decommissioned substantially all Sprint macro sites targeted for shut down.

Our integration and decommissioning initiatives also included the acceleration or termination of certain of our operating and financing leases for cell sites, switch sites and network equipment.

To achieve Merger synergies in network costs, we continue to perform rationalization activities to identify duplicative networks, backhaul services and other agreements, in addition to decommissioning certain small cell sites and distributed antenna systems.

To allow for the realization of these synergies associated with network integration, we retired certain legacy networks, including the legacy Sprint CDMA network in the second quarter and the legacy Sprint LTE network in the third quarter of 2022.

Customers impacted by the decommissioning of these networks have been excluded from our customer base and postpaid account base.

See the “[Performance Measures](#id81aa33f217e4837921524220b6921f4_166)” section of this MD&A for more details.

Anticipated Merger Synergies

For full-year 2023, we expect Merger synergies from Selling, general and administrative expense reductions of $2.5 billion to $2.7 billion, Cost of service expense reductions of $3.1 billion to $3.2 billion and avoided network expenses of $1.6 billion.

Wireline

Previously, the operation of the legacy Sprint CDMA and LTE wireless networks was supported by the legacy Sprint Wireline network.

During the second quarter of 2022, we retired the legacy Sprint CDMA network and began the orderly shut-down of the LTE network, which was completed during the third quarter.

As a result of these actions during the second quarter of 2022, we determined that the retirement of the legacy Sprint CDMA and LTE wireless networks triggered the need to assess the Wireline long-lived assets for impairment, as these assets no longer support our wireless network and the associated customers and cash flows in a significant manner.

The results of this assessment indicated that certain Wireline long-lived assets were impaired, and as a result, we recorded non-cash impairment expense of $477 million related to Wireline Property and equipment, Operating lease right-of-use assets and Other intangible assets for the year ended December 31, 2022, all of which relates to the impairment recognized during the three months ended June 30, 2022.

We continue to provide Wireline services to existing Wireline customers as of December 31, 2022.

On September 6, 2022, we entered into the Wireline Sale Agreement to sell the Wireline Business for a total purchase price of $1.

In addition, at the consummation of the Wireline Transaction, we will enter into an agreement for IP transit services for $700 million.

Subject to the satisfaction or waiver of certain conditions and the other terms and conditions of the Wireline Sale Agreement, the Wireline Transaction is expected to close mid-year 2023.

As a result of the Wireline Sale Agreement and related anticipated Wireline Transaction, we concluded that the Wireline Business met the held for sale criteria upon entering into the Wireline Sale Agreement.

As such, the assets and liabilities of the Wireline Business disposal group are classified as held for sale and presented within Other current assets and Other current liabilities on our Consolidated Balance Sheets as of December 31, 2022.

In connection with the expected sale of the Wireline Business and classification of related assets and liabilities as held for sale, we recognized a pre-tax loss of $1.1 billion during the year ended December 31, 2022, which is included within Loss on disposal group held for sale on our Consolidated Statements of Comprehensive Income.

The fair value of the Wireline Business disposal group, less costs to sell, will be reassessed during each subsequent reporting period it remains classified as held for sale, and any remeasurement to the lower of carrying amount or fair value less costs to sell will be reported as an adjustment to the Loss on disposal group held for sale.

Recent Cyberattacks

In connection with the proposed class action settlement and the separate settlements reached with a number of consumers, we recorded a total pre-tax charge of approximately $400 million during the three months ended June 30, 2022.

In addition to the committed aggregate incremental spend of $150 million for data security and related technology in 2022 and 2023 under the proposed settlement agreement, we intend to allocate substantial additional resources towards cybersecurity initiatives over the next several years.

During the year ended December 31, 2022, we recognized $100 million in reimbursements from insurance carriers for costs incurred related to the August 2021 cyberattack.

We are pursuing additional reimbursements from insurance carriers for costs incurred related to the August 2021 cyberattack.

In January 2023, we disclosed that a bad actor was obtaining data through a single Application Programming Interface (“API”) without authorization.

Based on our investigation to date, the impacted API is only able to provide a limited set of customer account data, including name, billing address, email, phone number, date of birth, T-Mobile account number and information such as the number of lines on the account and plan features.

The result from our investigation to date indicates that the bad actor(s) obtained data from this API for approximately 37 million current postpaid and prepaid customer accounts, though many of these accounts did not include the full data set.

We believe that the bad actor first retrieved data through the impacted API starting on or around November 25, 2022.

We continue to investigate the incident and have notified individuals whose information was impacted consistent with state and federal requirements.

We will respond to litigation and regulatory inquiries in connection with this incident and may incur significant expenses.

However, we cannot predict the timing or outcome of any of these potential matters, or whether we may be subject to regulatory inquiries, investigations, or enforcement actions.

Additionally, following the August 2021 cyberattack, we commenced a substantial multi-year investment working with leading external cybersecurity experts to enhance our cybersecurity capabilities and transform our approach to cybersecurity.

While we have made progress to date, we plan to continue to make substantial investments to strengthen our cybersecurity program in future periods.

Revenue Trends

In 2023, we expect Service revenues to continue to grow, primarily due to continued postpaid account and customer growth as well as Postpaid Average Revenue per Account (“postpaid ARPA”) growth driven by the execution of our strategy to continuously deepen our account relationships, including growth in High Speed Internet.

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

The Merger enhanced our spectrum portfolio, increased our customer base, altered our product mix and created opportunities for synergies in our operations.

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

We expect the trends and results of operations of the combined company to be materially different than those of the standalone entities.

Shentel Wireless Assets Acquisition

On July 1, 2021, we completed the acquisition of Shentel’s wireless telecommunications assets (the “Wireless Assets”) used to provide Sprint PCS’s wireless mobility communications network products in certain parts of Maryland, North Carolina, Virginia, West Virginia, Kentucky, Ohio and Pennsylvania.

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.

NM - Not Meaningful

Merger-related costs will be impacted by restructuring and integration activities expected to occur through the end of fiscal year 2023, as we implement initiatives to realize cost efficiencies from the Merger and our acquisitions of affiliates.

Transaction costs, including legal and professional service fees related to the completion of the Merger and acquisitions of affiliates, are expected to continue to decrease.

Anticipated Impacts

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.

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

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.

liquidity requirements and anticipated payments associated with the restructuring initiatives.

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

Cyberattack

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.

Certain potential sources of financing available to us, including our Revolving Credit Facility, bear interest that is indexed to [removed: LIBOR] [added: a benchmark rate] plus a fixed margin.

As of December 31, [removed: 2021,] [added: 2022,] we did not have outstanding balances under these facilities.

See [Note [removed: 8](#i1e9b7d762d5c4406b8f110ee0e5f825c_277) [–](#i1e9b7d762d5c4406b8f110ee0e5f825c_277) [Debt](#i1e9b7d762d5c4406b8f110ee0e5f825c_277)] [added: 8 – Debt](#id81aa33f217e4837921524220b6921f4_286)] of the Notes to the Consolidated Financial Statements for additional information.

[Index for Notes to [removed: the](#i1e9b7d762d5c4406b8f110ee0e5f825c_31)] [added: the](#id81aa33f217e4837921524220b6921f4_31)] [Consolidated Financial [removed: Statements](#i1e9b7d762d5c4406b8f110ee0e5f825c_31)][added: Statements](#id81aa33f217e4837921524220b6921f4_31)]

Through our Un-carrier strategy, we have disrupted the wireless communications services [removed: industry,] [added: industry] by actively engaging with and listening to our customers and [added: focusing on] eliminating their existing pain [removed: points, including providing them with added value, an exceptional experience and implementing signature Un-carrier initiatives that have changed wireless for good.][added: points.]

We ended annual service contracts, overages, unpredictable international roaming [removed: fees, data buckets] [added: fees] and [removed: so much more.][added: data buckets, among other things.]

[removed: As the Un-carrier, we are on a mission to build] [added: With] America’s [removed: best] [added: largest, fastest, most reliable and most awarded] 5G network, [removed: offering] [added: the Un-carrier strives to offer] customers [removed: unrivalled] [added: unrivaled] coverage and capacity where they live, work and [removed: play.][added: travel.]

[removed: Our] [added: We believe our] network is the foundation of our success and powers everything we do.

We [removed: are leveraging] [added: provide wireless communications services utilizing low-band spectrum licenses covering] our [added: 600 MHz and 700 MHz spectrum,] mid-band spectrum licenses, [removed: including 1700 MHz] [added: such as] Advanced Wireless Services (“AWS”), [removed: 1900 MHz] Personal Communications Services (“PCS”) and 2.5 [removed: GHz, our millimeter-wave licenses and our foundational layer of low-band] [added: GHz] spectrum, [removed: including 600 MHz, 700 MHz] and [removed: 800 MHz, to create a “layer cake” of spectrum to provide an unmatched 5G experience to our customers.][added: mmWave spectrum.]

[removed: We believe this] [added: Our] layer cake [removed: will broaden] [added: broadens] and [removed: deepen] [added: deepens] our nationwide 5G [removed: network] [added: network,] enabling accelerated innovation and increased competition in the U.S. [removed: wireless, video] [added: wireless] and broadband industries.

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

We continue to expand the footprint and improve the quality of our network, [removed: providing] [added: enabling us to provide what we believe are] outstanding wireless experiences for customers who [removed: will] [added: should] not have to compromise on quality and value.

[removed: Going forward, it is this] [added: Our] network [removed: that will allow] [added: allows] us to deliver new, innovative products and [removed: services] [added: services, such as our High Speed Internet fixed wireless product,] with the same customer experience focus and industry-disrupting [removed: mentality] [added: mindset] that [removed: has redefined] [added: we have adopted in our attempt to redefine] the wireless communications services industry in the United States in the customers’ favor.

As of December 31, [removed: 2021,] [added: 2022,] we provide wireless [added: communications] services to [removed: 108.7] [added: 113.6] 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.

Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i1e9b7d762d5c4406b8f110ee0e5f825c_112)] [added: Operations](#id81aa33f217e4837921524220b6921f4_124)] for additional information.

We provide [added: mobile] wireless communications services through a variety of service plan options.

We also offer [added: for sale to customers] a wide selection of wireless devices, including smartphones, wearables, [removed: tablets] [added: tablets, home broadband routers] and other mobile communication [removed: devices, which] [added: devices that] are manufactured by various suppliers.

[removed: Our primary service plan offering, which allows customers to subscribe for wireless communications services separately from the purchase of a device, is our signature Magenta] [added: This] plan [removed: (“Magenta”), which includes, among other benefits,] [added: includes] unlimited talk, text and [removed: smartphone] data on our network, 5G access at no extra cost, scam protection features and more.

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

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

In addition to our [added: mobile] wireless communications services, we offer [removed: fast and reliable] High Speed [removed: Internet utilizing] [added: Internet, which is a fixed wireless product that utilizes the excess capacity of] our nationwide [added: 5G] network.

Our fixed wireless [removed: High Speed Internet provides a real] [added: product is available to millions of domestic households, providing an] alternative to traditional landline internet service providers and [removed: expands] [added: expanding] 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 [removed: overages, startup costs] [added: overages] or hidden fees.

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

We provide wireless communications services to [added: a variety of customers needing connectivity, but focus primarily on] two [removed: primary] categories of customers:

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

- Prepaid customers generally [removed: include customers who] pay for wireless communications [removed: services] [added: services, including High Speed Internet,] in advance.

In [removed: 2021,] [added: 2022,] our service revenues generated by providing wireless communications services by customer category were:

- [removed: 73%] [added: 75%] Postpaid customers;

- [removed: 17%] [added: 16%] Prepaid customers; and

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

Substantially all of our revenues for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] were earned in the United States, including Puerto Rico and the U.S. Virgin Islands.

Utilizing our multi-layer spectrum portfolio, our mission is to [removed: be] [added: become] “Famous for Network.” We have deployed [removed: low-band and] [added: low-band,] mid-band [added: and mmWave] spectrum dedicated for 5G across our dense and broad network to create [added: what we believe is] America’s largest, [removed: fastest and] [added: fastest,] most reliable [added: and most awarded] 5G network.

[removed: Our] [added: The] Merger [removed: with Sprint] greatly enhanced our spectrum position.

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

[removed: The] [added: Our] integration strategy includes deploying the acquired spectrum on the combined network assets to supplement capacity, migrating Sprint customers to our network and optimizing the combined assets by decommissioning redundant [removed: sites to realize synergies.][added: sites.]

- We [removed: controlled] [added: controlled, or expected to control based on previously announced auction results,] an average of [removed: 357] [added: 388] MHz of combined low- and mid-band spectrum nationwide as of December 31, [removed: 2021.][added: 2022.]

- An average of [removed: 40] [added: 38] MHz in the 600 MHz band;

- An average of [removed: 41] [added: 40] MHz in the 1700 MHz AWS band;

- An average of [removed: 159] [added: 181] MHz in the 2.5 GHz band; [removed: and]

- We controlled an average of 1,157 GHz of combined [removed: millimeter] [added: mmWave] spectrum licenses.

- In [removed: March 2021,] [added: September 2022,] the FCC announced that we were the winning bidder of [removed: 142] [added: 7,156] licenses in Auction [removed: 107 (“C-band spectrum”)] [added: 108 (2.5 GHz spectrum)] for an aggregate [removed: purchase] price of [removed: $9.3 billion.][added: $304 million.]

[removed: Subsequent to Auction 110, we will control an] [added: - An] average of 12 MHz in the 3.45 GHz [removed: band nationwide.][added: band; and]

- We plan to evaluate future spectrum purchases in [removed: current and upcoming] [added: future] auctions and in the secondary market to further augment our current spectrum position.

This includes providing added value and what we believe is an exceptional experience while implementing signature Un-carrier initiatives that have changed the wireless industry.

Our “layer cake” of spectrum provides an unmatched 5G experience to our customers, which consists of our foundational layer of low-band, our mid-band and our millimeter-wave (“mmWave”) spectrum licenses (See “Spectrum Position” below).

We also provide wholesale wireless services to various partners, who then offer the services for sale to their customers.

Our most popular service plan offering is Magenta Max, which allows customers to subscribe for wireless communications services separately from the purchase of a device.

For certain existing customers, devices are leased over an initial period of up to 18 months and may be upgraded when eligibility requirements are met.

In September 2022, we entered into an agreement for the sale of the Wireline Business.

See [Note 16 – Wireline](#id81aa33f217e4837921524220b6921f4_88) for additional information.

Our customer base includes consumers as well as business customers, who are provided services under the T-Mobile for Business brand.

This access and the customer relationship are managed by wholesale partners, with whom we have commercial agreements permitting them to sell services utilizing our network.

As of December 31, 2022, we have decommissioned substantially all targeted Sprint macro sites.

On May 4, 2022, the FCC issued to us the licenses won in Auction 110.

- In August 2022, we entered into license purchase agreements pursuant to which we will acquire spectrum in the 600 MHz band in exchange for total cash consideration of $3.5 billion.

See [Note 6 – Goodwill, Spectrum License Transactions and Other Intangible Assets](#id81aa33f217e4837921524220b6921f4_52) for additional details.

The timing of when the licenses will be issued will be determined by the FCC after all post-auction procedures have been completed.

- As of December 31, 2022, our Ultra Capacity 5G utilizing mid-band and mmWave spectrum covers 263 million people.

- As of December 31, 2022, our total 5G coverage, including low-band spectrum, covers 325 million people, reaching 98% of Americans.

- Family-building benefits designed to meet the diverse needs of our employees, including IVF and IUI, adoption and surrogacy benefits;

- A generous paid time off program, including paid family leave;

Career growth and development is foundational to T-Mobile’s culture and success.

We want to deliver the best experiences from the best teams, and one way we do that is by offering an array of development programs and resources to build diverse talent and empower our people to succeed through every step of their career.

It is all easily accessible on our Magenta University site, which is our one-stop shop for all things career development and learning.

The online learning portal is designed to put employees in the driver’s seat and give them access to mentoring, training, videos, books, job search and interview tips, and much more.

By strategically investing in the following three key areas of career development and learning, we are developing our talent now and for the future.

- Evolve skills and careers – Learn every day, champion relentless improvement, develop critical skills, explore career possibilities, and build the desired career;

- Advance leadership expertise – Build critical leadership capabilities, enable leadership growth at all levels, and develop skills to lead in the future; and

- Champion diversity, equity and inclusion (“DE&I”) - Promote inclusive habits and behaviors, enhance belonging and connectedness, and advocate for equitable opportunities.

Since April 2020, we have achieved a significant portion of the Equity In Action Promises.

We have implemented a Supplier Diversity Category Management Strategy for our network technology procurement organization to help identify opportunities and develop actionable targets for progress on this topic.

- Setting a science-based net-zero target for 2040 that includes Scope 1, 2 and 3 emissions;

Notwithstanding this federal preemption, several states are considering or have passed laws or regulations

Ensuring the preemption of separate state requirements, including the California laws, is critical to this effort.

Customers also have the ability to choose additional features, such as unlimited premium data with our Ultra Capacity 5G service, for an additional cost on our Magenta Max plan.

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

Our device options for qualifying customers include:

- The option to lease a device over a period of up to 18 months and upgrade it when eligibility requirements are met.

This access and the customer relationship is managed by wholesale partners.

We provide wireless communications services utilizing mid-band spectrum licenses, such as AWS, PCS and 2.5 GHz, low-band spectrum licenses utilizing our 600 MHz, 700 MHz and 800 MHz spectrum and mmWave spectrum.

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.

- 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.

Other competitors have sought to add ancillary services, like mobile video or music streaming services, to enhance their offerings.

Taken together, the competitive factors we face continue to put pressure on growth and margins as companies compete to retain the current customer base and continue to add new customers.

We believe in providing opportunities for our employees to improve their skills and advance their careers.

We do this through a variety of programs, including:

*•*Award-winning career and development programs for all employees at all levels;

- Transparent career paths available to employees and candidates that provide realistic progression timelines, salaries and expectations;

- A Customer Care organization that uses 102 types of programs to train our front line representatives and leaders;

- A Leader-to-Executives Program that provides elite career track opportunities for select MBA students and graduates; and

- Training for employees with disabilities pursuant to U.S. Department of Labor standards.

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

results.

For more information regarding the legal proceedings in which we are involved, see [Note [removed: 2](#i1e9b7d762d5c4406b8f110ee0e5f825c_43) [–](#i1e9b7d762d5c4406b8f110ee0e5f825c_43) [Business Combinations](#i1e9b7d762d5c4406b8f110ee0e5f825c_43) and [Note 17 –] [added: 1](#id81aa33f217e4837921524220b6921f4_103)[9](#id81aa33f217e4837921524220b6921f4_103) [–] Commitments and [removed: Contingencies](#i1e9b7d762d5c4406b8f110ee0e5f825c_97)] [added: Contingencies](#id81aa33f217e4837921524220b6921f4_103)] of the Notes to the Consolidated Financial Statements.

For the fiscal year ended December 31, [removed: 2021][added: 2022]

[removed: ][added: ]

As of June 30, [removed: 2021,] [added: 2022,] the aggregate market value of the voting and non-voting common equity held by non-affiliates was [removed: $86.1] [added: $80.8] billion based on the closing sale price as reported on the NASDAQ Global Select Market.

As of February [removed: 7, 2022,] [added: 10, 2023,] there were [removed: 1,249,289,954] [added: 1,219,383,110] 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: 2022] [added: 2023] 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: 2021][added: 2022]

| | | | [Item [removed: 1A.](#i1e9b7d762d5c4406b8f110ee0e5f825c_184)] [added: 1A.](#id81aa33f217e4837921524220b6921f4_205)] | | | [Risk [removed: Factors](#i1e9b7d762d5c4406b8f110ee0e5f825c_184)] [added: Factors](#id81aa33f217e4837921524220b6921f4_205)] | | | [removed: [11](#i1e9b7d762d5c4406b8f110ee0e5f825c_184)] [added: [11](#id81aa33f217e4837921524220b6921f4_205)] | | |

| | | | [Item [removed: 1B.](#i1e9b7d762d5c4406b8f110ee0e5f825c_229)] [added: 1B.](#id81aa33f217e4837921524220b6921f4_244)] | | | [Unresolved Staff [removed: Comments](#i1e9b7d762d5c4406b8f110ee0e5f825c_229)] [added: Comments](#id81aa33f217e4837921524220b6921f4_244)] | | | [removed: [25](#i1e9b7d762d5c4406b8f110ee0e5f825c_229)] [added: [25](#id81aa33f217e4837921524220b6921f4_244)] | | |

| | | | [Item [removed: 3.](#i1e9b7d762d5c4406b8f110ee0e5f825c_181)] [added: 3.](#id81aa33f217e4837921524220b6921f4_202)] | | | [Legal [removed: Proceedings](#i1e9b7d762d5c4406b8f110ee0e5f825c_181)] [added: Proceedings](#id81aa33f217e4837921524220b6921f4_202)] | | | [removed: [25](#i1e9b7d762d5c4406b8f110ee0e5f825c_181)] [added: [25](#id81aa33f217e4837921524220b6921f4_202)] | | |

| | | | [Item [removed: 4.](#i1e9b7d762d5c4406b8f110ee0e5f825c_193)] [added: 4.](#id81aa33f217e4837921524220b6921f4_214)] | | | [Mine Safety [removed: Disclosures](#i1e9b7d762d5c4406b8f110ee0e5f825c_193)] [added: Disclosures](#id81aa33f217e4837921524220b6921f4_214)] | | | [removed: [26](#i1e9b7d762d5c4406b8f110ee0e5f825c_193)] [added: [25](#id81aa33f217e4837921524220b6921f4_214)] | | |

| | | | [Item [removed: 5.](#i1e9b7d762d5c4406b8f110ee0e5f825c_241)] [added: 5.](#id81aa33f217e4837921524220b6921f4_250)] | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i1e9b7d762d5c4406b8f110ee0e5f825c_241)] [added: Securities](#id81aa33f217e4837921524220b6921f4_250)] | | | [removed: [26](#i1e9b7d762d5c4406b8f110ee0e5f825c_241)] [added: [26](#id81aa33f217e4837921524220b6921f4_250)] | | |

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| | | | [Item [removed: 7A.](#i1e9b7d762d5c4406b8f110ee0e5f825c_250)] [added: 7A.](#id81aa33f217e4837921524220b6921f4_316)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i1e9b7d762d5c4406b8f110ee0e5f825c_250)] [added: Risk](#id81aa33f217e4837921524220b6921f4_316)] | | | [removed: [52](#i1e9b7d762d5c4406b8f110ee0e5f825c_250)] [added: [50](#id81aa33f217e4837921524220b6921f4_316)] | | |

| | | | [removed: [Item](#i1e9b7d762d5c4406b8f110ee0e5f825c_13) [8](#i1e9b7d762d5c4406b8f110ee0e5f825c_13)[.](#i1e9b7d762d5c4406b8f110ee0e5f825c_13)] [added: [Item 8.](#id81aa33f217e4837921524220b6921f4_13)] | | | [Financial [removed: Statement](#i1e9b7d762d5c4406b8f110ee0e5f825c_13)[s] [added: Statements] and Supplementary [removed: Data](#i1e9b7d762d5c4406b8f110ee0e5f825c_13)] [added: Data](#id81aa33f217e4837921524220b6921f4_13)] | | | [removed: [52](#i1e9b7d762d5c4406b8f110ee0e5f825c_13)] [added: [51](#id81aa33f217e4837921524220b6921f4_13)] | | |

| | | | [Item [removed: 9.](#i1e9b7d762d5c4406b8f110ee0e5f825c_256)] [added: 9.](#id81aa33f217e4837921524220b6921f4_319)] | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i1e9b7d762d5c4406b8f110ee0e5f825c_256)] [added: Disclosure](#id81aa33f217e4837921524220b6921f4_319)] | | | [removed: [114](#i1e9b7d762d5c4406b8f110ee0e5f825c_256)] [added: [114](#id81aa33f217e4837921524220b6921f4_319)] | | |

| | | | [removed: [Item](#i1e9b7d762d5c4406b8f110ee0e5f825c_253) [9A](#i1e9b7d762d5c4406b8f110ee0e5f825c_253)[.](#i1e9b7d762d5c4406b8f110ee0e5f825c_253)] [added: [Item 9A](#id81aa33f217e4837921524220b6921f4_322).] | | | [Controls and [removed: Procedures](#i1e9b7d762d5c4406b8f110ee0e5f825c_253)] [added: Procedures](#id81aa33f217e4837921524220b6921f4_322)] | | | [removed: [114](#i1e9b7d762d5c4406b8f110ee0e5f825c_253)] [added: [114](#id81aa33f217e4837921524220b6921f4_322)] | | |

| | | | [Item [removed: 9B](#i1e9b7d762d5c4406b8f110ee0e5f825c_367).] [added: 9B](#id81aa33f217e4837921524220b6921f4_325).] | | | [Other [removed: Information](#i1e9b7d762d5c4406b8f110ee0e5f825c_367)] [added: Information](#id81aa33f217e4837921524220b6921f4_325)] | | | [removed: [115](#i1e9b7d762d5c4406b8f110ee0e5f825c_367)] [added: [115](#id81aa33f217e4837921524220b6921f4_325)] | | |

| | | | [Item [removed: 9C.](#i1e9b7d762d5c4406b8f110ee0e5f825c_3084)] [added: 9C.](#id81aa33f217e4837921524220b6921f4_328)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i1e9b7d762d5c4406b8f110ee0e5f825c_3084)] [added: Inspections](#id81aa33f217e4837921524220b6921f4_328)] | | | [removed: [115](#i1e9b7d762d5c4406b8f110ee0e5f825c_3084)] [added: [115](#id81aa33f217e4837921524220b6921f4_328)] | | |

| | | | [Item [removed: 10.](#i1e9b7d762d5c4406b8f110ee0e5f825c_343)] [added: 10.](#id81aa33f217e4837921524220b6921f4_334)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#i1e9b7d762d5c4406b8f110ee0e5f825c_343)] [added: Governance](#id81aa33f217e4837921524220b6921f4_334)] | | | [removed: [115](#i1e9b7d762d5c4406b8f110ee0e5f825c_343)] [added: [115](#id81aa33f217e4837921524220b6921f4_334)] | | |

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| | | | [Item [removed: 16.](#i1e9b7d762d5c4406b8f110ee0e5f825c_364)] [added: 16.](#id81aa33f217e4837921524220b6921f4_355)] | | | [Form 10-K [removed: Summary](#i1e9b7d762d5c4406b8f110ee0e5f825c_364)] [added: Summary](#id81aa33f217e4837921524220b6921f4_355)] | | | [removed: [116](#i1e9b7d762d5c4406b8f110ee0e5f825c_364)] [added: [116](#id81aa33f217e4837921524220b6921f4_355)] | | |

This Annual Report on Form 10-K (“Form 10-K”) [added: of T-Mobile US, Inc. (“T-Mobile,” “we,” “our,” “us” or the “Company”)] includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

- competition, industry consolidation and changes in the market for wireless [removed: services;][added: communications services and other forms of connectivity;]

- [added: criminal cyberattacks,] disruption, data loss or other security [removed: breaches, such as the criminal cyberattack we became aware of in August 2021;][added: breaches;]

- the impacts of the actions we have taken and conditions we have agreed to in connection with the regulatory proceedings and approvals of the [removed: Transactions (as defined below),] [added: Merger and the other transactions contemplated by the Business Combination Agreement (collectively, the “Transactions”),] including the acquisition by DISH Network Corporation (“DISH”) of 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 Shenandoah Personal Communications Company LLC (“Shentel”) and Swiftel Communications, Inc.), including customer accounts, inventory, contracts, intellectual property and certain other specified [removed: assets (the “Prepaid Business”),] [added: assets,] and the assumption of certain related liabilities (collectively, the “Prepaid Transaction”), the complaint and proposed final judgment [removed: (the “Consent Decree”)] agreed to by us, Deutsche Telekom AG (“DT”), [removed: Sprint Corporation, now known as Sprint LLC (“Sprint”),] [added: Sprint,] SoftBank Group Corp. (“SoftBank”) and 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 into, including but not limited 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 costs incurred in tracking and monitoring [removed: compliance;][added: compliance over multiple years;]

- adverse economic, political or market conditions in the U.S. and international markets, including [removed: those] [added: changes resulting from increases in inflation or interest rates, supply chain disruptions and impacts of current geopolitical instability] caused by the [removed: Pandemic;][added: war in Ukraine;]

- the [added: timing and] effects of any future acquisition, [added: divestiture,] investment, or merger involving us;

- the risk of future material weaknesses we may identify [removed: while we 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;

- our exclusive forum provision as provided in our [added: Fifth Amended and Restated] Certificate of Incorporation [removed: (as defined below);][added: (the “Certificate of Incorporation”);]

- interests of [added: DT,] our [removed: significant stockholders] [added: controlling stockholder,] that may differ from the interests of other stockholders;

- future sales of our common stock by DT and SoftBank and our inability to attract additional equity financing outside the United States due to foreign ownership limitations by the FCC; [added: and]

We intend to also use certain social media accounts as means of disclosing information about us and our services and for complying with our disclosure obligations under Regulation FD (the @TMobileIR Twitter account [removed: (https://twitter.com/TMobileIR) and] [added: (https://twitter.com/TMobileIR),] the @MikeSievert Twitter account (https://twitter.com/MikeSievert), which Mr. Sievert also uses as a means for personal communications and [added: observations, and the @TMobileCFO Twitter Account (https://twitter.com/tmobilecfo) and our Chief Financial Officer’s LinkedIn account (https://www.linkedin.com/in/peter-osvaldik-3887394), both of which Mr. Osvaldik also uses as a means for personal communication and] observations).

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| [PART I.](#id81aa33f217e4837921524220b6921f4_10) | | | | | | | | | | | |

| | | | [Item 1.](#id81aa33f217e4837921524220b6921f4_307) | | | [Business](#id81aa33f217e4837921524220b6921f4_307) | | | [5](#id81aa33f217e4837921524220b6921f4_307) | | |

| | | | [Item 2.](#id81aa33f217e4837921524220b6921f4_247) | | | [Properties](#id81aa33f217e4837921524220b6921f4_247) | | | [25](#id81aa33f217e4837921524220b6921f4_247) | | |

| [PART II.](#id81aa33f217e4837921524220b6921f4_199) | | | | | | | | | | | |

| | | | [Item 6.](#id81aa33f217e4837921524220b6921f4_256) | | | [\[Reserved\]](#id81aa33f217e4837921524220b6921f4_256) | | | [27](#id81aa33f217e4837921524220b6921f4_256) | | |

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

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

| [PART III.](#id81aa33f217e4837921524220b6921f4_331) | | | | | | | | | | | |

| [PART IV.](#id81aa33f217e4837921524220b6921f4_349) | | | | | | | | | | | |

| | | | | | | [Index to Exhibits](#id81aa33f217e4837921524220b6921f4_358) | | | [117](#id81aa33f217e4837921524220b6921f4_358) | | |

| | | | | | | [Signatures](#id81aa33f217e4837921524220b6921f4_232) | | | [128](#id81aa33f217e4837921524220b6921f4_232) | | |

- the difficulties in maintaining multiple billing systems following our merger (the “Merger”) with Sprint Corporation (“Sprint”) pursuant to a Business Combination Agreement with Sprint and the other parties named therein (as amended, the “Business Combination Agreement”) and any unanticipated difficulties, disruption, or significant delays in our long-term strategy to convert Sprint’s legacy customers onto T-Mobile’s billing platforms;

- our inability to fully realize the synergy benefits from the Transactions in the expected time frame;

- unfavorable outcomes of and increased costs from existing or future regulatory or legal proceedings;

- our wireless licenses, including those controlled through leasing agreements, are subject to renewal and may be revoked;

- our 2022 Stock Repurchase Program (as defined in [Note](#id81aa33f217e4837921524220b6921f4_82) [15](#id81aa33f217e4837921524220b6921f4_82) [– Repurchases of Common Stock](#id81aa33f217e4837921524220b6921f4_82) of the Notes to the Consolidated Financial Statements) may not be fully consummated, and our share repurchase program may not enhance long-term stockholder value.

In addition, historical, current, and forward-looking environmental, social and governance (“ESG”) related statements may be based on standards for measuring progress that are still developing, and internal controls and processes that continue to evolve.

Our ESG initiatives are subject to additional risks and uncertainties, including regarding the evolving nature of data availability, quality, and assessment; related methodological concerns; our ability to implement various initiatives under expected timeframes, cost, and complexity; our dependency on third-parties to provide certain information and to comply with applicable laws and policies; and other unforeseen events or conditions.

These factors, as well as others, may cause results to differ materially and adversely from those expressed in any of our forward-looking statements.

Additionally, we may provide information that is not necessarily material for SEC reporting purposes but that is informed by various ESG standards and frameworks (including standards for the measurement of underlying data), internal controls, and assumptions or third-party information that are still evolving and subject to change.

Our disclosures based on any standards may change due to revisions in framework requirements, availability of information, changes in our business or applicable governmental policies, or other factors, some of which may be beyond our control.

| [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) | | |

| [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”);

- 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;

- 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 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 disruptions, including challenges in maintaining relationships with employees, customers, suppliers or vendors; and

- unanticipated difficulties, disruption, or significant delays in our long-term strategy to migrate Sprint’s legacy customers onto T-Mobile’s existing billing 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 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.

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

| Wireless communication systems | | | [removed: 66] [added: 68] | | % | | | | [removed: 64] [added: 66] | | % |

| Data processing equipment and other | | | [removed: 29] [added: 27] | | % | | | | [removed: 31] [added: 29] | | % |

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, [added: High Speed Internet routers,] construction in progress and leasehold improvements related to the wireless network and [removed: assets related to the liability for the] [added: asset] retirement [removed: of long-lived assets.][added: costs.]

We also lease distributed antenna [removed: system] [added: systems] 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.

| (percent of gross property and equipment) | | | December 31, 2022 | | | | | | December 31, 2021 | | |

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

As of January 31, [removed: 2022,] [added: 2023,] there were [removed: 15,953] [added: 15,719] 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 [added: continued build-out of our 5G network, expansion of our business, the] integration of T-Mobile’s and Sprint’s businesses, [removed: the continued build-out of our 5G network] and [removed: potential] share repurchases as appropriate.

Therefore, we do not anticipate paying any cash dividends on our common stock in the foreseeable [removed: future,] [added: future;] 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: 2016] [added: 2017] to December 31, [removed: 2021.][added: 2022.]

[removed: ][added: ]

| [added: (in dollars)] | | | [removed: 2016] [added: 2017] | | | | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | |

Issuer Purchases of Equity Securities

The table below provides information regarding our share repurchases during the three months ended December 31, 2022:

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

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

| (in millions, except share and per share amounts) | | | Total Number of Shares Purchased | | | | | | Average Price Paid per Share | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | | | | | | | | | | | Approximate Dollar Value of Shares that may yet be Purchased Under the Plans or Programs (1) | | | | | | | | | | | | | | |

| October 1, 2022 - October 31, 2022 | | | 8,357,758 | | | | | | $ | 138.04 | | | | | 8,357,758 | | | | | | | | | | | | $ | 12,178 | | | | | | | | | | | | | |

| November 1, 2022 - November 30, 2022 | | | 3,307,350 | | | | | | 148.26 | | | | | | 3,307,350 | | | | | | | | | | | | 11,687 | | | | | | | | | | | | | | |

| December 1, 2022 - December 31, 2022 | | | 4,803,986 | | | | | | 143.09 | | | | | | 4,803,986 | | | | | | | | | | | | 11,000 | | | | | | | | | | | | | | |

| Total | | | 16,469,094 | | | | | | | | | | | | 16,469,094 | | | | | | | | | | | | | | | | | | | | | | | | | | |

(1) On September 8, 2022, our Board of Directors authorized our 2022 Stock Repurchase Program for up to $14.0 billion of our common stock through September 30, 2023, with up to $3.0 billion by December 31, 2022.

The amounts presented represent the remaining shares authorized for purchase under the 2022 Stock Repurchase Program as of the end of the period.

See [Note 15 - Repurchases of Common Stock](#id81aa33f217e4837921524220b6921f4_82) of the Notes to the Consolidated Financial Statements for more information about our 2022 Stock Repurchase Program.

| T-Mobile US, Inc. | | | $ | 100.00 | | | | | $ | 100.16 | | | | | $ | 123.48 | | | | | $ | 212.33 | | | | | $ | 182.62 | | | | | $ | 220.44 | |

| S&P 500 | | | 100.00 | | | | | | 95.62 | | | | | | 125.72 | | | | | | 148.85 | | | | | | 191.58 | | | | | | 156.89 | | |

| NASDAQ Composite | | | 100.00 | | | | | | 97.16 | | | | | | 132.81 | | | | | | 192.47 | | | | | | 235.15 | | | | | | 158.65 | | |

| Dow Jones US Mobile Telecommunications TSM | | | 100.00 | | | | | | 119.01 | | | | | | 134.96 | | | | | | 147.15 | | | | | | 134.45 | | | | | | 121.36 | | |

Our credit facilities and indentures governing our long-term debt to affiliates and third parties contain covenants that, among other things, restrict our ability to declare or pay dividends on our common stock.

| 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 | | |

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

We also have audited the [removed: Company's] [added: Company’s] internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in Internal Control [removed: -] [added: —] Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

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

[removed: Also] [added: Also,] in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in Internal Control [removed: -] [added: —] Integrated Framework (2013) issued by [removed: the] COSO.

The [removed: Company's] [added: Company’s] management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in [added: the] Management’s Annual Report on Internal Control over Financial Reporting [removed: appearing under] [added: included in] Item 9A.

Our responsibility is to express [removed: opinions] [added: an opinion] on the Company’s consolidated financial statements and [added: an opinion] on the [removed: Company's] [added: Company’s] internal control over financial reporting based on our audits.

Our audits [removed: of the consolidated financial statements] included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

A company’s internal control over financial reporting includes those policies and procedures that [removed: (i)] [added: (1)] pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; [removed: (ii)] [added: (2)] provide reasonable assurance that transactions are recorded as necessary to permit [added: 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 (3) 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.]

[Index for Notes to [removed: the](#i1e9b7d762d5c4406b8f110ee0e5f825c_31)] [added: the](#id81aa33f217e4837921524220b6921f4_31)] [Consolidated Financial [removed: Statements](#i1e9b7d762d5c4406b8f110ee0e5f825c_31)][added: Statements](#id81aa33f217e4837921524220b6921f4_31)]

Critical Audit [removed: Matters][added: Matter]

The critical audit matter communicated below is a matter arising from the [removed: current period] [added: current-period] audit of the [removed: consolidated] financial statements that was communicated or required to be communicated to the audit committee and that [removed: (i)] [added: (1)] relates to accounts or disclosures that are material to the [removed: consolidated] financial statements and [removed: (ii)] [added: (2)] involved our especially challenging, subjective, or complex judgments.

[removed: For performance obligations] [added: Equipment revenues] related to [removed: equipment contracts, the Company] [added: device and accessory sales are] typically [removed: transfers control] [added: recognized] at a point in time when [added: control of] the device or accessory is [removed: delivered to, and accepted by,] [added: transferred to] the customer or dealer.

[removed: Promotional equipment installment plan] [added: However, promotional EIP] 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.

We have served as the Company’s auditor since [removed: 2001.][added: 2022.]

| (in millions, except share and per share amounts) | | | December 31, [removed: 2021] [added: 2022] | | | | | | December 31, [removed: 2020] [added: 2021] | | |

| Cash and cash equivalents | | | $ | [removed: 6,631] [added: 4,507] | | | | | $ | [removed: 10,385] [added: 6,631] | |

| Accounts receivable, net of allowance for credit losses of [removed: $146] [added: $167] and [removed: $194] [added: $146] | | | [removed: 4,167] [added: 4,445] | | | | | | [removed: 4,254] [added: 4,194] | | |

| Equipment installment plan receivables, net of allowance for credit losses and imputed discount of [removed: $494] [added: $667] and [removed: $478] [added: $494] | | | [removed: 4,748] [added: 5,123] | | | | | | [removed: 3,577] [added: 4,748] | | |

| Accounts [removed: receivable from affiliates | | | 27 | | |] [added: receivable, net] | | | [removed: 22] [added: 34] | | |

| Inventory | | | [removed: 2,567] [added: 1,884] | | | | | | [removed: 2,527] [added: 2,567] | | |

| Prepaid expenses | | | [removed: 746] [added: 673] | | | | | | [removed: 624] [added: 746] | | |

| Other current assets | | | [removed: 2,005] [added: 2,435] | | | | | | [removed: 2,496] [added: 2,005] | | |

| Total current assets | | | [removed: 20,891] [added: 19,067] | | | | | | [removed: 23,885] [added: 20,891] | | |

| Property and equipment, net | | | [removed: 39,803] [added: 42,086] | | | | | | [removed: 41,175] [added: 39,803] | | |

| Operating lease right-of-use assets | | | [removed: 26,959] [added: 28,715] | | | | | | [removed: 28,021] [added: 26,959] | | |

| Financing lease right-of-use assets | | | [removed: 3,322] [added: 3,257] | | | | | | [removed: 3,028] [added: 3,322] | | |

| Goodwill | | | [removed: 12,188] [added: 12,234] | | | | | | [removed: 11,117] [added: 12,188] | | |

| Spectrum licenses | | | [removed: 92,606] [added: 95,798] | | | | | | [removed: 82,828] [added: 92,606] | | |

| Other intangible assets, net | | | [removed: 4,733] [added: 3,508] | | | | | | [removed: 5,298] [added: 4,733] | | |

| Equipment installment plan receivables due after one year, net of allowance for credit losses and imputed discount of [removed: $136] [added: $144] and [removed: $127] [added: $136] | | | [removed: 2,829] [added: 2,546] | | | | | | [removed: 2,031] [added: 2,829] | | |

| Other assets | | | [removed: 3,232] [added: 4,127] | | | | | | [removed: 2,779] [added: 3,232] | | |

| Total assets | | | $ | [removed: 206,563] [added: 211,338] | | | | | $ | [removed: 200,162] [added: 206,563] | |

| Accounts payable and accrued liabilities | | | $ | [removed: 11,405] [added: 12,275] | | | | | $ | [removed: 10,196] [added: 11,405] | |

| Short-term debt | | | [removed: 3,378] [added: 5,164] | | | | | | [removed: 4,579] [added: 3,378] | | |

| Short-term debt to affiliates | | | [removed: 2,245] [added: —] | | | | | | [removed: —] [added: 2,245] | | |

| Deferred revenue | | | [removed: 856] [added: 780] | | | | | | [removed: 1,030] [added: 856] | | |

| Short-term operating lease liabilities | | | [removed: 3,425] [added: 3,512] | | | | | | [removed: 3,868] [added: 3,425] | | |

| Short-term financing lease liabilities | | | [removed: 1,120] [added: 1,161] | | | | | | [removed: 1,063] [added: 1,120] | | |

| Other current liabilities | | | [removed: 967] [added: 1,850] | | | | | | [removed: 810] [added: 1,070] | | |

| Total current liabilities | | | [removed: 23,499] [added: 24,742] | | | | | | [removed: 21,703] [added: 23,499] | | |

We have audited the accompanying consolidated balance sheet of T-Mobile US, Inc. and subsidiaries (the "Company") as of December 31, 2022, the related consolidated statements of comprehensive income, stockholders' equity, and cash flows, for the year ended December 31, 2022, and the related notes (collectively referred to as the "consolidated financial statements").

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, 2022, and the results of its operations and its cash flows for the year ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

Our audit of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures to respond to those risks.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

Revenues – Refer to Notes 1 and 10 to the consolidated financial statements

*Critical Audit Matter Description*

The Company generates revenues from providing wireless communications services and selling devices and accessories to customers.

The processing and recording of wireless communications services revenues related to monthly wireless services billings is highly automated and is based on contractual terms with customers.

The Company’s wireless service and equipment revenues consist of a significant volume of low-dollar transactions accumulated from multiple systems and databases.

Given the large volume of low-dollar wireless communications services and equipment revenue transactions which are initiated, accumulated, and recorded in multiple systems and databases, auditing revenues was complex and challenging due to the extent of audit effort required and the need for professionals with expertise in information technology (IT) to identify, evaluate, and test the Company’s systems, databases, automated controls, and system interface controls.

*How the Critical Audit Matter Was Addressed in the Audit*

Our audit procedures related to the Company’s revenue transactions included the following, among others:

- With the assistance of our IT specialists, we:

- Identified the relevant systems and databases used to process revenue transactions and tested the relevant IT controls over each of those systems and databases.

- Performed testing of automated business controls and system interface controls within wireless communications services and equipment revenues.

- We tested internal controls in the revenue accounting processes, including those in place to (a) establish revenue recognition accounting policies for promotional offers, (b) record revenue and the related promotional offers in accordance with the established accounting policies and (c) reconcile the various systems to the Company’s general ledger.

- We created data visualizations to evaluate recorded revenue and trends in the related subscriber data.

- For a selection of equipment revenue transactions, we compared the amounts recognized to contractual agreements or other source documents and tested the mathematical accuracy of the recorded revenue.

- We developed an expectation of postpaid and prepaid service revenue amounts using historical service revenue and subscriber information and compared it to the recorded amount.

- We tested the accuracy and completeness of the subscriber information used in our audit procedures by selecting a sample of the subscriber information and for those selections agreeing the selected subscriber information to supporting documentation.

/s/ Deloitte & Touche LLP

[Index for Notes to the](#id81aa33f217e4837921524220b6921f4_31) [Consolidated Financial Statements](#id81aa33f217e4837921524220b6921f4_31)

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of T-Mobile US, Inc.

Opinion on the Financial Statements

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Seattle, Washington

We served as the Company’s auditor from 2001 to 2022.

[Index for Notes to the](#id81aa33f217e4837921524220b6921f4_31) [Consolidated Financial Statements](#id81aa33f217e4837921524220b6921f4_31)

[Index for Notes to the](#id81aa33f217e4837921524220b6921f4_31) [Consolidated Financial Statements](#id81aa33f217e4837921524220b6921f4_31)

| Wholesale and other service revenues | | | | | | | | | | | | | | | 5,547 | | | | | | 6,074 | | | | | | 4,668 | | |

| Loss on disposal group held for sale | | | | | | | | | | | | | | | 1,087 | | | | | | — | | | | | | — | | |

| Interest expense, net | | | | | | | | | | | | | | | (3,364) | | | | | | (3,342) | | | | | | (2,701) | | |

*Change in Accounting Principle*

As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in 2019.

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.

*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.

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

Lease revenues are recorded as equipment revenues and recognized as earned on a straight-line basis over the lease term.

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.

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 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.

| Payables to affiliates | | | 103 | | | | | | 157 | | |

| Wholesale revenues | | | | | | | | | | | | | | | 3,751 | | | | | | 2,590 | | | | | | 1,279 | | |

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

| Interest expense | | | | | | | | | | | | | | | (3,189) | | | | | | (2,483) | | | | | | (727) | | |

| Interest expense to affiliates | | | | | | | | | | | | | | | (173) | | | | | | (247) | | | | | | (408) | | |

| Interest income | | | | | | | | | | | | | | | 20 | | | | | | 29 | | | | | | 24 | | |

| Proceeds from borrowing on revolving credit facility | | | | | | | | | | | | | | | — | | | | | | — | | | | | | 2,340 | | |

| Repayments of revolving credit facility | | | | | | | | | | | | | | | — | | | | | | — | | | | | | (2,340) | | |

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

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

| Balance as of December 31, 2018 | | | | | | | | | 850,180,317 | | | | | | $ | (6) | | | | | $ | 38,010 | | | | | $ | (332) | | | | | $ | (12,954) | | | | | $ | 24,718 | |

| Exercise of stock options | | | | | | | | | 85,083 | | | | | | — | | | | | | 1 | | | | | | — | | | | | | — | | | | | | 1 | | |

| Issuance of restricted stock awards | | | | | | | | | (24,682) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

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

| Other comprehensive loss | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | (713) | | | | | | — | | | | | | (713) | | |

| Executive put option | | | | | | | | | (342,000) | | | | | | — | | | | | | 1 | | | | | | — | | | | | | — | | | | | | 1 | | |

| Exercise of stock options | | | | | | | | | 906,295 | | | | | | — | | | | | | 48 | | | | | | — | | | | | | — | | | | | | 48 | | |

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

| Prior year Retained Earnings(1) | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (67) | | | | | | (67) | | |

| Exercise of stock options | | | | | | | | | 218,495 | | | | | | — | | | | | | 10 | | | | | | — | | | | | | — | | | | | | 10 | | |

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

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

| [Note](#i1e9b7d762d5c4406b8f110ee0e5f825c_277) [8](#i1e9b7d762d5c4406b8f110ee0e5f825c_277) | | | [Debt](#i1e9b7d762d5c4406b8f110ee0e5f825c_277) | | | [89](#i1e9b7d762d5c4406b8f110ee0e5f825c_277) | | |

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

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

On Demand™.

financial assets.

We estimate fair value using the Greenfield methodology, which is an income approach based on discounted cash flows associated with the intangible asset, to estimate the price at which an orderly transaction to sell the asset would take place between market participants at the measurement date under current market conditions.

Certain provisions of our debt agreements require us to maintain specified cash collateral balances.

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) designed to ensure information required to be disclosed in our reports filed or submitted under the Exchange [removed: Act,] [added: Act] is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were [removed: effective,] [added: effective] as of the end of the period covered by this Form 10-K.

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/1283699/000128369922000018/tmus12312021ex311.htm)] [added: [31.1](https://www.sec.gov/Archives/edgar/data/1283699/000128369923000016/tmus12312022ex311.htm)] and [removed: [31.2](https://www.sec.gov/Archives/edgar/data/1283699/000128369922000018/tmus12312021ex312.htm),] [added: [31.2](https://www.sec.gov/Archives/edgar/data/1283699/000128369923000016/tmus12312022ex312.htm),] respectively, to this Form 10-K.

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 [removed: affected] [added: affected,] or are reasonably likely to materially [removed: affect] [added: affect,] our internal control over financial reporting.

Internal control over financial reporting is a process [added: designed] to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2021.][added: 2022.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2021] [added: 2022] has been audited by [removed: PricewaterhouseCoopers] [added: Deloitte & Touche] 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)

The remaining information required by this item, including information about our Directors, Executive Officers and Audit Committee, will be incorporated by reference from our definitive Proxy Statement to be filed with the SEC pursuant to Regulation 14A or [added: will] be included in an amendment to this Report.

The information required by this item will be incorporated by reference from our definitive Proxy Statement to be filed with the SEC pursuant to Regulation 14A or [removed: to] [added: will] be included in an amendment to this Report.

The information required by this item will be incorporated by reference from our definitive Proxy Statement to be filed with the SEC pursuant to Regulation 14A or [removed: to] [added: will] be included in an amendment to this Report.

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

The information required by this item will be incorporated by reference from our definitive Proxy Statement to be filed with the SEC pursuant to Regulation 14A or [removed: to] [added: will] be included in an amendment to this Report.

The information required by this item will be incorporated by reference from our definitive Proxy Statement to be filed with the SEC pursuant to Regulation 14A or [removed: to] [added: will] be included in an amendment to this Report.

See the [Index to [removed: Exhibits](#i1e9b7d762d5c4406b8f110ee0e5f825c_370)] [added: Exhibits](#id81aa33f217e4837921524220b6921f4_358)] immediately following “Item 16.

Report of Independent Registered Public Accounting Firm (PCAOB ID: 34)

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

| 2.1 | | | | | | [Business Combination Agreement, dated as of April 29, 2018, by and among T-Mobile US, Inc., Huron Merger Sub LLC, Superior Merger Sub Corporation, Sprint Corporation, Starburst I, Inc., Galaxy Investment Holdings, Inc., and for the limited purposes set forth therein, Deutsche Telekom AG, Deutsche Telekom Holding B.V. and SoftBank Group Corp.](http://www.sec.gov/Archives/edgar/data/1283699/000110465918028086/a18-12444_1ex2d1.htm) | | | | | | 8-K | | | | | | [removed: 04/30/2018] [added: 4/30/2018] | | | | | | 2.1 | | | | | | | | |

| 4.5 | | | | | | [removed: [Twenty-Third] [added: [Twenty-Fifth] Supplemental Indenture, dated as of March 16, 2017, by and among T-Mobile USA, Inc., [removed: 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.](http://www.sec.gov/Archives/edgar/data/1283699/000119312517085582/d551684dex43.htm)] | | | | | | 8-K | | | | | | 3/16/2017 | | | | | | [removed: 4.1] [added: 4.3] | | | | | | | | |

| 4.6 | | | | | | [removed: [Twenty-Fifth] [added: [Thirty-Third] Supplemental Indenture, dated as of [removed: March 16, 2017,] [added: January 25, 2018,] 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: 4.750%] Senior Note due [removed: 2027.](http://www.sec.gov/Archives/edgar/data/1283699/000119312517085582/d551684dex43.htm)] [added: 2028.](http://www.sec.gov/Archives/edgar/data/1283699/000119312518019879/d523287dex42.htm)] | | | | | | 8-K | | | | | | [removed: 3/16/2017] [added: 1/25/2018] | | | | | | [removed: 4.3] [added: 4.2] | | | | | | | | |

| [removed: 4.7] [added: 4.8] | | | | | | [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: 4.8] [added: 4.18] | | | | | | [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: 4.9] [added: 4.13] | | | | | | [removed: [Thirty-Third] [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: 4.750%] [added: 2.250%] Senior Note due [removed: 2028.](http://www.sec.gov/Archives/edgar/data/1283699/000119312518019879/d523287dex42.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] | | | | | | 4.2 | | | | | | | | |

| [removed: 4.10] [added: 4.7] | | | | | | [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: 4.11] [added: 4.16] | | | | | | [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: 4.12] [added: 4.9] | | | | | | [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 | | | | | | | | |

| [removed: 4.13] [added: 4.10] | | | | | | [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 Americas.](https://www.sec.gov/Archives/edgar/data/1283699/000119312518356529/d677297dex41.htm) | | | | | | 8-K | | | | | | 12/21/2018 | | | | | | 4.1 | | | | | | | | |

| [removed: 4.14] [added: 4.11] | | | | | | [Fortieth Supplemental Indenture, dated as of 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 trustee.](http://www.sec.gov/Archives/edgar/data/1283699/000128369919000119/tmus09302019ex41.htm) | | | | | | 10-Q | | | | | | 10/28/2019 | | | | | | 4.1 | | | | | | | | |

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

| [removed: 4.16] [added: 4.14] | | | | | | [removed: [Forty-Third] [added: [Forty-Fourth] Supplemental Indenture, dated as of 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: 2.250%] [added: 2.625%] Senior Note due [removed: 2026.](https://www.sec.gov/Archives/edgar/data/1283699/000114036121001209/nt10018737x4_ex4-2.htm)] [added: 2029.](https://www.sec.gov/Archives/edgar/data/1283699/000114036121001209/nt10018737x4_ex4-3.htm)] | | | | | | 8-K | | | | | | 1/14/2021 | | | | | | [removed: 4.2] [added: 4.3] | | | | | | | | |

| 4.17 | | | | | | [removed: [Forty-Fourth] [added: [Forty-Seventh] Supplemental Indenture, dated as of [removed: January 14,] [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: 2.625%] [added: 3.375%] Senior Note due [removed: 2029.](https://www.sec.gov/Archives/edgar/data/1283699/000114036121001209/nt10018737x4_ex4-3.htm)] [added: 2029](https://www.sec.gov/Archives/edgar/data/1283699/000114036121009648/nt10021707x7_ex4-3.htm).] | | | | | | 8-K | | | | | | [removed: 1/14/2021] [added: 3/23/2021] | | | | | | 4.3 | | | | | | | | |

| [removed: 4.18] [added: 4.15] | | | | | | [Forty-Fifth Supplemental Indenture, dated as of 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 2.875% Senior Note due 2031.](https://www.sec.gov/Archives/edgar/data/1283699/000114036121001209/nt10018737x4_ex4-4.htm) | | | | | | 8-K | | | | | | 1/14/2021 | | | | | | 4.4 | | | | | | | | |

| [removed: 4.19] [added: 4.26] | | | | | | [removed: [Forty-Sixth] [added: [Seventh] Supplemental Indenture, dated as of [removed: March 23, 2021,] [added: June 24, 2020] by and among T-Mobile USA, Inc., [removed: T-Mobile US, Inc.,] the [removed: other guarantors party thereto] [added: Guarantors (as defined therein)] and Deutsche Bank Trust Company Americas, as trustee, including the Form of [removed: 2.625%] [added: 1.500%] Senior [added: Secured] Note due [removed: 2026.](https://www.sec.gov/Archives/edgar/data/1283699/000114036121009648/nt10021707x7_ex4-2.htm)] [added: 2026.](https://www.sec.gov/Archives/edgar/data/1283699/000114036120014900/nt10012922x8_ex4-2.htm)] | | | | | | 8-K | | | | | | [removed: 3/23/2021] [added: 6/26/2020] | | | | | | 4.2 | | | | | | | | |