T-Mobile US (TMUS) 10-K risk factor changes: FY2023 vs FY2022

Risks Related to Our [removed: Business and the Wireless Industry][added: Business]

We have experienced criminal cyberattacks and [removed: could in the future be further harmed by] [added: are vulnerable to] disruption, data loss [removed: or] [added: and] other security breaches, whether directly or indirectly through third [removed: parties.][added: parties whose products and services we rely on in operating our business.]

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

In [removed: some] [added: other] cases, these bad actors may obtain unauthorized access to Confidential Information [added: by exploiting insider access or] utilizing [added: log in] credentials taken from our customers, employees, or [removed: third parties.][added: third-party providers through credential harvesting, social engineering or other means.]

Other bad actors aim to cause serious operational disruptions to our business [removed: or networks through other means, such as] [added: and Systems] through ransomware or distributed denial of services attacks.

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

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

For more information, see “– Contingencies and Litigation – Litigation and Regulatory Matters” in [Note [removed: 1](#id81aa33f217e4837921524220b6921f4_103)[9](#id81aa33f217e4837921524220b6921f4_103) [–] [added: 17 –] Commitments and [removed: Contingencies](#id81aa33f217e4837921524220b6921f4_103)] [added: Contingencies](#i5738056250da41429872081f98976250_97)] of the Notes to the Consolidated Financial Statements.

[removed: Based on our investigation to date, the impacted API is] [added: In January 2023, we disclosed that a bad actor was obtaining data through a single Application Programming Interface (“API”) without authorization that was] 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.

[removed: The result from our] [added: Our] investigation [removed: to date indicates] [added: indicated] 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.

As a result of the August 2021 cyberattack and the January 2023 cyberattack, we [added: have incurred and] may [added: continue to] incur significant costs or experience other material financial impacts, which may not be covered by, or may exceed the coverage limits of, our cyber 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: recent cyberattacks,] [added: August 2021 cyberattack and the January 2023 cyberattack,] we have experienced other unrelated [removed: immaterial] [added: non-material] incidents involving unauthorized access to certain Confidential [removed: Information.][added: Information and Systems.]

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

Additionally, we do not have control of the cybersecurity systems, breach prevention, and response protocols of our third-party [removed: providers.][added: providers, including through our cybersecurity programs or policies.]

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

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

Enhancing our network, including the ongoing deployment of our 5G network, is subject to risks related to equipment changes and the [removed: migration of customers from older technologies.]

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

If key employees depart or we are unable to recruit [added: and integrate new employees] successfully, our business could be negatively impacted.

Further, [removed: inflationary cost pressures may increase our costs, including] employee [removed: compensation,] [added: compensation] and [removed: lead to increased employee attrition] [added: benefit costs may increase due] to [removed: the extent] [added: inflationary pressures, and if] our compensation does not keep up with [removed: inflation, particularly if] [added: inflation or that of] our [removed: competitors’ compensation does.][added: competitors’, we may see increased employee dissatisfaction and departures or difficulty in recruiting new employees.]

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

- physical damage, power surges or outages, equipment failure, or other service disruptions with respect to both our wireless and wireline networks, including those resulting from severe weather, [removed: storms] [added: storms, earthquakes, floods, hurricanes, wildfires] and natural disasters, which may occur more frequently or with greater intensity as a result of global climate change, public health crises, terrorist attacks, political instability and volatility and acts of war;

- [removed: chronic changes] [added: potential shifts] in physical [removed: conditions,] [added: conditions due to climate change,] such as sea-level rise or changes in temperature or precipitation patterns, [removed: which] may impact the operating conditions of our infrastructure or other infrastructure we rely [removed: on;][added: on.]

- [removed: system] [added: hardware or software] failures or outages of our business systems or communications [removed: network.][added: network;]

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

[removed: Additionally, the FCC may not be able to provide sufficient additional spectrum to auction or] [added: In addition,] we may be unable to secure the spectrum necessary to maintain or enhance our competitive position in any auction we may elect to participate in or in the secondary market, on favorable terms or at all.

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

The challenges in continuing to satisfy the large number of Government Commitments in the required time frames and the cost incurred in tracking, monitoring, and complying with them could also adversely impact our business, financial [removed: condition] [added: condition,] and operating results and hinder our ability to effectively compete.

Our business, financial [removed: condition] [added: condition,] and operating results are sensitive to changes in general economic conditions, including interest rates, consumer credit conditions, consumer debt levels, consumer confidence, unemployment rates, economic growth, energy costs, rates of inflation (or concerns about deflation), supply chain disruptions, impacts of current geopolitical [removed: instability caused by] [added: conflict or instability, such as] the [removed: war in Ukraine,] [added: Ukraine-Russia] and [added: Israel-Hamas wars and further escalations thereof, and] other [removed: macro-economic] [added: macroeconomic] factors.

Our business may be adversely impacted if we are not able to successfully manage the ongoing [removed: commercial and transition services] arrangements entered into in connection with the Prepaid Transaction and known or unknown liabilities arising in connection therewith.

In connection with the closing of the Prepaid Transaction, we and DISH entered into certain [removed: commercial and transition services] arrangements, including a Master Network Services Agreement (the “MNSA”) and a [removed: license purchase agreement (the] [added: License Purchase Agreement (as amended, the] “DISH License Purchase Agreement”).

As set forth in the MNSA, the Company [removed: will provide] [added: provides] DISH, among other things, (a) legacy network services for certain Boost Mobile prepaid end users on the Sprint network, (b) T-Mobile network services for certain end users that have been migrated to the T-Mobile network or provisioned on the T-Mobile network by or on behalf of DISH and (c) infrastructure mobile network operator services to assist in the access and integration of the DISH network.

In such instance, [added: absent prior approval from the U.S. Department of Justice,] T-Mobile is [removed: required, unless otherwise approved under the Consent Decree,] [added: required] to conduct an auction [added: sale] of all of Sprint’s 800 MHz spectrum under the terms set forth in the [removed: Consent Decree,] [added: Final Judgment,] but would not be required to divest such spectrum for an amount less than $3.6 billion.

Failure to successfully manage these ongoing [removed: commercial and transition services] arrangements entered into in connection with the Prepaid Transaction and liabilities arising in connection therewith may result in material unanticipated problems, including diversion of management time and energy, significant expenses and liabilities.

There may also be other potential adverse consequences and unforeseen increased [removed: expenses,] [added: expenses] or liabilities associated with the Prepaid Transaction, the occurrence of which could materially impact our business, financial condition, [removed: liquidity,] [added: liquidity] and operating results.

In addition, there may be an increase in competition from DISH and other third parties that DISH may enter into commercial agreements with, who are significantly larger and [removed: with] [added: have] greater resources and scale advantages as compared to us.

We may also elect to divest some of our [added: assets to third parties.]

- difficulties in effectively integrating the [removed: financial and] [added: financial,] operational [added: and sustainability] systems of the business involved in any such transaction into (or supplanting such systems with) our [removed: financial and] [added: financial,] operational [added: and sustainability] reporting infrastructure and internal control framework in an effective and timely manner;

For any or all of these reasons, as well as unknown risks, acquisitions, divestitures, investments, or mergers may have a material adverse effect on our business, financial [removed: condition] [added: condition,] and operating results.

Our suppliers are also subject to their own risks, including, but not limited to, economic, financial and credit conditions, labor force disruptions, geopolitical tensions, disruptions in global supply chain and the risks of natural catastrophic events [removed: such] [added: (such] as earthquakes, floods, hurricanes, [added: storms, heatwaves] and [added: fires), energy shortages, power outages, equipment failures, terrorist attacks or other hostile acts, and] public health [removed: crises] [added: crises,] such as the [removed: Pandemic] [added: COVID-19 pandemic (the “Pandemic”),] which may result in performance below the levels required by their contracts.

We operate in a highly competitive industry.

If we are unable to attract and retain customers, our business, financial conditions, and operating results would be negatively affected.

The wireless communications services industry is highly competitive.

As the industry reaches saturation with a relatively fixed pool of customers, competition will likely further intensify, putting pressure on pricing and margins for us and all our competitors.

Our ability to attract and retain customers will depend on key factors such as network quality and capacity, customer service excellence, effective marketing strategies, competitive pricing, and compelling value propositions.

Additionally, targeted marketing approaches for diverse customer segments, including Prepaid, Postpaid, Business and Government customers, coupled with continuous innovation in products and services, are essential for retaining and expanding our customer base.

If we are unable to successfully differentiate our services from our competitors, it would adversely affect our competitive position and ability to grow our business.

We have seen and expect to continue to see intense competition in all market segments from traditional Mobile Network Operators (MNOs), such as AT&T and Verizon, particularly as they invest in spectrum, their wireless network and services, and device promotions, and DISH as it continues to build out its wireless network and roll out services.

Numerous other smaller and regional MNOs and MVNOs offering wireless services may also compete with us in some markets, including cable providers, such as Comcast, Charter, Cox, and Altice, as they continue to diversify their offerings to include wireless services offered under MVNO agreements.

As new products and services emerge, we may also be forced to compete against non-traditional competitors from outside of the wireless communications services industry, such as satellite providers, offering similar connectivity services using alternative technologies.

In broadband connectivity services, AT&T and Verizon, as well as numerous other players, such as satellite providers and cable companies, compete for customers in an increasingly competitive environment.

If we are unable to compete effectively in attracting and retaining customers, it could negatively impact our business, financial condition, and operating results.

Additionally, to offer services to our customers and operate our business, we utilize a number of applications and systems, including those we own and operate as well as others provided by third-party providers, such as cloud services (collectively, “Systems”).

In some cases, the bad actors exploit bugs, errors, misconfigurations or other vulnerabilities in our Systems to obtain Confidential Information.

Some of these incidents have occurred at third-party providers, including third parties who provide us with various Systems and others who sell our products and services through retail locations or take care of our customers.

We also expect that threat actors will continue to gain sophistication including in the use of tools and techniques (such as artificial intelligence) that are specifically designed to circumvent security controls, evade detection, and obfuscate forensic evidence, making it more challenging for us to identify, investigate and recover from future cyberattacks in a timely and effective manner.

In addition, we have acquired and continue to acquire companies with cybersecurity vulnerabilities or unsophisticated security measures, which exposes us to significant cybersecurity, operational, and financial risks.

migration of customers from older technologies.

Both external factors, such as fluctuations in economic and industry conditions, changes in U.S. immigration policies, and the competitive landscape, and internal factors, such as employee tolerance for changes in our corporate culture, organizational changes, limited remote working opportunities, and our compensation programs, may impact our ability to effectively manage our workforce.

- human error due to factors such as poor change management or policy compliance;

- risks to our access to and use of reliable energy and water;

renew leases of some of our existing 2.5 GHz spectrum holdings in the future.

Furthermore, we have experienced delays in obtaining the spectrum from Auction 108, where we spent $304 million and won over 90% of the 2.5GHz licenses, due to the FCC losing its congressional auction authority to administer spectrum licenses.

Subsequently, the FCC may not be able to provide sufficient additional spectrum to auction.

As we work to modernize our existing applications and systems, challenges with execution could have adverse operational, financial, and reputational effects on our business.

We are currently integrating, upgrading, and replacing many of our existing applications and systems, including numerous legacy systems from previous acquisitions.

This process is complex and involves challenges in integrating and modernizing outdated IT infrastructure within a limited timeframe.

The success of these efforts depends on the effective allocation of resources, expansion of our technology development capabilities, leveraging artificial intelligence and emerging technologies, and ensuring access to subject-matter experts.

Any delays or failures in these initiatives could impact our ability to comply with legal or regulatory requirements, ensure reliable system performance and effective cybersecurity, recover promptly from system outages, and maintain satisfactory customer and employee experiences.

These issues could also hinder our ability to meet customer expectations in terms of future service capabilities and offerings and to grow our business, potentially affecting our operational and financial results and our reputational standing.

Sociopolitical volatility and polarization may adversely affect our business operations and reputation.

The current sociopolitical environment is characterized by deep complexity, volatility, and polarization on various social and political issues.

The increasing intersection of technology and politics has led to rapid and unpredictable shifts in public sentiment.

Social media and digital platforms have amplified the voices of various stakeholders, creating the potential for swift change in public opinion and stronger reactions to corporate actions.

As a company that sells products and services across the nation to millions of customers, these dynamics increase the risk of potential reputational damage, boycotts, and shifts in consumer behavior that could adversely affect our sales and profitability.

In this fluid and volatile sociopolitical environment, our ability to respond effectively, sensitively, and authentically to the expectations and concerns of our customers, employees, and other stakeholders is key to mitigating these risks.

If we are unable to manage these challenges effectively, there may be adverse impacts to our business, reputation, financial condition, and operating results.

Pursuant to the DISH License Purchase Agreement, DISH has agreed to purchase all of Sprint’s 800 MHz spectrum (approximately 13.5 MHz of nationwide spectrum) for a total of $3.6 billion.

Pursuant to an amendment to the DISH License Purchase Agreement (the “LPS Amendment”) executed by us and DISH and approved by the Court along with a proposed amendment to the Final Judgment on October 23, 2023, if DISH fails to purchase such spectrum on or prior to April 1, 2024, then DISH’s sole liability will be that the Company can retain a non-refundable extension fee of $100 million.

- potential loss of talent during integration due to differences in culture, locations, or other factors;

Competition, industry consolidation, and changes in the market for wireless communications services 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 have multiple competitors that possess either more or different access to wireless assets, and yet we compete for customers based principally on service/device offerings, price, network coverage, speed and quality, and customer service.

We expect the wireless industry’s customer growth rate to moderate 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 wireless service providers.

This competition and increasing demands for data services will continue to put pressure on pricing and margins as companies, including us, compete for a relatively fixed pool of customers with an ever-expanding variety of

products and services.

Our ability to compete will depend upon, among other things, continued absolute and relative improvement in network 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 providers in the connectivity sector from within and outside of the wireless industry, including from cable, fiber and satellite providers, as industry sectors converge.

Cable companies such as Comcast, Charter, and Altice are diversifying outside cable, voice and broadband services to also offer wireless services.

Fiber companies such as Lumen Technologies and Windstream have announced plans for fiber buildouts, often supported by government funding.

We expect DISH, which has already acquired several MVNOs, to 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 by expanding partnerships and offerings.

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

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

Further consolidation could negatively impact our businesses, including wholesale.

For example, we have experienced and will continue to experience declining revenues from our wholesale business as Verizon migrates legacy TracFone customers off the T-Mobile network and DISH services more of its Boost Mobile customers with their standalone 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 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 services to us, on reasonable terms could negatively impact our business.

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

We have incurred certain cyberattack-related expenses, including costs to remediate the attack, provide additional customer support and enhance

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.

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.

Significant technological changes continue to impact our industry.

The market for highly skilled workers and leaders is extremely competitive.

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

In addition, certain members of our senior leadership team, including our CEO have term employment agreements with us.

Our inability to extend the terms of these employment agreements or to replace these members of our senior leadership team at the end of their terms with qualified and capable successors could hinder our strategic planning and execution.

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.

As our culture continues to evolve, we may 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.

If key employees depart, our business could be negatively impacted.

We may incur significant costs in identifying, hiring and replacing employees, and we may lose significant expertise and talent.

As a result, we may not be able to meet our business plan, and our business, financial condition and operating results may be materially adversely affected.

- human error, such as responding to deceptive communications or unintentionally executing malicious code;

- unauthorized access to our IT and business systems or to our network and critical infrastructure and those of our suppliers and other providers;

We are modernizing our billing system architecture for our customers.

As part of this strategy, we are converting Sprint’s legacy customers onto T-Mobile’s billing platforms.

As a result, we will operate and maintain multiple billing systems until such conversion is completed.

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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] included in [Part [removed: I](#id81aa33f217e4837921524220b6921f4_13)[I](#id81aa33f217e4837921524220b6921f4_13)[, Item](#id81aa33f217e4837921524220b6921f4_13) [8](#id81aa33f217e4837921524220b6921f4_13)] [added: II, Item 8](#i5738056250da41429872081f98976250_13)] of this Form 10-K.

For more information regarding [removed: our Business Combination] [added: the Wireline Sale] Agreement, see [Note [removed: 2] [added: 14] – [removed: Business Combinations](#id81aa33f217e4837921524220b6921f4_265)] [added: Wireline](#i5738056250da41429872081f98976250_91)] of the Notes to the Consolidated Financial Statements.

Restructuring costs are disclosed in [Note [removed: 20] [added: 18] – Restructuring [removed: Costs](#id81aa33f217e4837921524220b6921f4_109)] [added: Costs](#i5738056250da41429872081f98976250_103)] of the Notes to the Consolidated Financial Statements.

See “Adjusted EBITDA and Core Adjusted EBITDA” in the “[Performance [removed: Measures](#id81aa33f217e4837921524220b6921f4_166)”] [added: Measures](#i5738056250da41429872081f98976250_166)”] section of this MD&A.

| (in millions) | | | | | | | | | | | | | | | Year Ended December 31, | | | | | | | | | | | | | | | | | | [removed: 2022] [added: 2023] Versus [removed: 2021] [added: 2022] | | | | | | | | | | | | [removed: 2021] [added: 2022] Versus [removed: 2020] [added: 2021] | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | $ Change | | | | | | % Change | | | | | | $ Change | | | | | | % Change | | | | | |

| Cost of services, exclusive of depreciation and amortization | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | [removed: 2,670] [added: 652] | | | | | $ | [removed: 1,015] [added: 2,670] | | | | | $ | [removed: 646] [added: 1,015] | | | | | $ | [removed: 1,655] [added: (2,018)] | | | | | [removed: 163] [added: (76)] | | % | | | | $ | [removed: 369] [added: 1,655] | | | | | [removed: 57] [added: 163] | | % |

| Cost of equipment sales, exclusive of depreciation and amortization | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 1,524] [added: (12)] | | | | | | [removed: 1,018] [added: 1,524] | | | | | | [removed: 6] [added: 1,018] | | | | | | [removed: 506] [added: (1,536)] | | | | | | [removed: 50] [added: (101)] | | % | | | | [removed: 1,012] [added: 506] | | | | | | [removed: NM] [added: 50] | | [added: %] |

| Selling, general and administrative | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 775] [added: 394] | | | | | | [removed: 1,074] [added: 775] | | | | | | [removed: 1,263] [added: 1,074] | | | | | | [removed: (299)] [added: (381)] | | | | | | [removed: (28)] [added: (49)] | | % | | | | [removed: (189)] [added: (299)] | | | | | | [removed: (15)] [added: (28)] | | % |

| Total Merger-related costs | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | [removed: 4,969] [added: 1,034] | | | | | $ | [removed: 3,107] [added: 4,969] | | | | | $ | [removed: 1,915] [added: 3,107] | | | | | $ | [removed: 1,862] [added: (3,935)] | | | | | [removed: 60] [added: (79)] | | % | | | | $ | [removed: 1,192] [added: 1,862] | | | | | [removed: 62] [added: 60] | | % |

| Net cash payments for Merger-related costs | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | [removed: 3,364] [added: 1,973] | | | | | $ | [removed: 2,170] [added: 3,364] | | | | | $ | [removed: 1,493] [added: 2,170] | | | | | $ | [removed: 1,194] [added: (1,391)] | | | | | [removed: 55] [added: (41)] | | % | | | | $ | [removed: 677] [added: 1,194] | | | | | [removed: 45] [added: 55] | | % |

We expect to incur [removed: substantially] all of the remaining [removed: projected Merger-related] [added: restructuring and integration] costs [removed: of approximately $1.0 billion, excluding capital expenditures,] [added: associated with the Merger] by the [removed: end] [added: first half] of [removed: 2023,] [added: 2024,] with the cash expenditure for the Merger-related costs extending beyond [removed: 2023.][added: 2024.]

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

See the “[Performance [removed: Measures](#id81aa33f217e4837921524220b6921f4_166)”] [added: Measures](#i5738056250da41429872081f98976250_166)”] section of this MD&A for more details.

The major activities associated with the restructuring initiatives [removed: to date include:][added: included:]

For more information regarding our restructuring activities, see [Note [removed: 20] [added: 18] – Restructuring [removed: Costs](#id81aa33f217e4837921524220b6921f4_109)] [added: Costs](#i5738056250da41429872081f98976250_103)] of the Notes to the Consolidated Financial Statements.

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 [removed: quarter.][added: quarter of 2022.]

For more information regarding this non-cash impairment, see [Note [removed: 16] [added: 14] – [removed: Wireline](#id81aa33f217e4837921524220b6921f4_88)] [added: Wireline](#i5738056250da41429872081f98976250_91)] of the Notes to the Consolidated Financial Statements.

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

For more information regarding [removed: the Wireline Sale Agreement,] [added: these commitments,] see [Note [removed: 16] [added: 17] – [removed: Wireline](#id81aa33f217e4837921524220b6921f4_88)] [added: Commitments and Contingencies](#i5738056250da41429872081f98976250_97)] of the Notes to the Consolidated Financial Statements.

In [removed: 2023,] [added: 2024,] we expect [removed: Service] [added: Postpaid 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.

[removed: We expect the increase in postpaid service revenues to be partially offset by a decrease in] [added: In addition,] Wholesale and other service [removed: revenues, primarily driven by the sale of the Wireline business, which is] [added: revenues are] expected to [removed: close mid-2023,] [added: continue to decline due to] the migration by Verizon of legacy TracFone customers off of the T-Mobile network and as DISH services more of its Boost customers with their standalone network.

[removed: We also expect lower] [added: - A decrease of $1.1 billion in] lease revenues [added: and a decrease of $228 million in customer purchases of leased devices, primarily due to a lower number of customer devices under lease] as a result of the continued strategic shift in device financing from leasing to [removed: EIP.][added: EIP; and]

[removed: In 2023, we] [added: We] expect [removed: Total operating expenses to decrease, primarily due] [added: these increases] to [removed: continued] [added: be partially offset by the full year] synergy realization [added: from the Merger] benefiting Cost of services and Selling, general and administrative expense as well as a significant decrease in Merger-related [removed: costs from $5.0 billion in 2022 to approximately $1.0 billion expected in 2023] [added: costs,] as [removed: the majority] [added: substantially all] of our [added: restructuring and] integration activities have been completed.

Macroeconomic trends may result in adverse impacts on our business, and we continue to monitor these potential impacts, including potential economic recession, changes in the Federal Reserve’s monetary policy, as well as geopolitical risks, including the [removed: war in Ukraine.][added: Ukraine-Russia and Israel-Hamas wars and further escalations thereof.]

| | | | | | | | | | | | | | | | Year Ended December 31, | | | | | | | | | | | | | | | | | | [removed: 2022] [added: 2023] Versus [removed: 2021] [added: 2022] | | | | | | | | | | | | [removed: 2021] [added: 2022] Versus [removed: 2020] [added: 2021] | | | | | | | | | | | | | | | | | | | | |

| (in millions) | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | $ Change | | | | | | % Change | | | | | | $ Change | | | | | | % Change | | |

| Postpaid revenues | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | [removed: 45,919] [added: 48,692] | | | | | $ | [removed: 42,562] [added: 45,919] | | | | | $ | [removed: 36,306] [added: 42,562] | | | | | $ | [removed: 3,357] [added: 2,773] | | | | | [removed: 8] [added: 6] | | % | | | | $ | [removed: 6,256] [added: 3,357] | | | | | [removed: 17] [added: 8] | | % |

| Prepaid revenues | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 9,857] [added: 9,767] | | | | | | [removed: 9,733] [added: 9,857] | | | | | | [removed: 9,421] [added: 9,733] | | | | | | [removed: 124] [added: (90)] | | | | | | [removed: 1] [added: (1)] | | % | | | | [removed: 312] [added: 124] | | | | | | [removed: 3] [added: 1] | | % |

| Wholesale and other service revenues | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 5,547] [added: 4,782] | | | | | | [removed: 6,074] [added: 5,547] | | | | | | [removed: 4,668] [added: 6,074] | | | | | | [removed: (527)] [added: (765)] | | | | | | [removed: (9)] [added: (14)] | | % | | | | [removed: 1,406] [added: (527)] | | | | | | [removed: 30] [added: (9)] | | % |

| Total service revenues | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 61,323] [added: 63,241] | | | | | | [removed: 58,369] [added: 61,323] | | | | | | [removed: 50,395] [added: 58,369] | | | | | | [removed: 2,954] [added: 1,918] | | | | | | [removed: 5] [added: 3] | | % | | | | [removed: 7,974] [added: 2,954] | | | | | | [removed: 16] [added: 5] | | % |

| Equipment revenues | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 17,130] [added: 14,138] | | | | | | [removed: 20,727] [added: 17,130] | | | | | | [removed: 17,312] [added: 20,727] | | | | | | [removed: (3,597)] [added: (2,992)] | | | | | | (17) | | % | | | | [removed: 3,415] [added: (3,597)] | | | | | | [removed: 20] [added: (17)] | | % |

| Other revenues | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 1,118] [added: 1,179] | | | | | | [removed: 1,022] [added: 1,118] | | | | | | [removed: 690] [added: 1,022] | | | | | | [removed: 96] [added: 61] | | | | | | [removed: 9] [added: 5] | | % | | | | [removed: 332] [added: 96] | | | | | | [removed: 48] [added: 9] | | % |

| Total revenues | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 79,571] [added: 78,558] | | | | | | [removed: 80,118] [added: 79,571] | | | | | | [removed: 68,397] [added: 80,118] | | | | | | [removed: (547)] [added: (1,013)] | | | | | | (1) | | % | | | | [removed: 11,721] [added: (547)] | | | | | | [removed: 17] [added: (1)] | | % |

| Cost of services, exclusive of depreciation and amortization shown separately below | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 14,666] [added: 11,655] | | | | | | [removed: 13,934] [added: 14,666] | | | | | | [removed: 11,878] [added: 13,934] | | | | | | [removed: 732] [added: (3,011)] | | | | | | [removed: 5] [added: (21)] | | % | | | | [removed: 2,056] [added: 732] | | | | | | [removed: 17] [added: 5] | | % |

| Cost of equipment sales, exclusive of depreciation and amortization shown separately below | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 21,540] [added: 18,533] | | | | | | [removed: 22,671] [added: 21,540] | | | | | | [removed: 16,388] [added: 22,671] | | | | | | [removed: (1,131)] [added: (3,007)] | | | | | | [removed: (5)] [added: (14)] | | % | | | | [removed: 6,283] [added: (1,131)] | | | | | | [removed: 38] [added: (5)] | | % |

| Selling, general and administrative | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 21,607] [added: 21,311] | | | | | | [removed: 20,238] [added: 21,607] | | | | | | [removed: 18,926] [added: 20,238] | | | | | | [removed: 1,369] [added: (296)] | | | | | | [removed: 7] [added: (1)] | | % | | | | [removed: 1,312] [added: 1,369] | | | | | | 7 | | % |

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

| [removed: Loss] [added: (Gain) loss] on disposal group held for sale | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 1,087] [added: (25)] | | | | | | [removed: —] [added: 1,087] | | | | | | — | | | | | | [removed: 1,087] [added: (1,112)] | | | | | | [removed: NM] [added: (102)] | | [added: %] | | | | [removed: —] [added: 1,087] | | | | | | NM | | |

| Depreciation and amortization | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 13,651] [added: 12,818] | | | | | | [removed: 16,383] [added: 13,651] | | | | | | [removed: 14,151] [added: 16,383] | | | | | | [removed: (2,732)] [added: (833)] | | | | | | [removed: (17)] [added: (6)] | | % | | | | [removed: 2,232] [added: (2,732)] | | | | | | [removed: 16] [added: (17)] | | % |

Contingent Consideration

As previously reported, on February 20, 2020, T-Mobile, SoftBank and DT entered into a letter agreement (the “Letter Agreement”) concurrently with an amendment to the Business Combination Agreement.

The Letter Agreement required SoftBank to cause its applicable affiliates to surrender to T-Mobile, for no additional consideration, 48,751,557 shares of T-Mobile’s common stock immediately following the effective time of the Merger.

The Letter Agreement also required T-Mobile to issue to SoftBank an equivalent number of shares (the “SoftBank Specified Shares”), for no additional consideration, if the trailing 45-trading day volume-weighted average price per share (“VWAP”) of T-Mobile’s common stock on NASDAQ was equal to or greater than $150.00, as adjusted in accordance with the Letter Agreement (the “Threshold Price”), at any time during the period from April 1, 2022, through December 31, 2025 (the “Measurement Period”).

As of the close of trading on December 22, 2023, the 45-trading day VWAP exceeded $149.35, the then-current Threshold Price.

On December 28, 2023, T-Mobile issued the SoftBank Specified Shares to SoftBank in accordance with the Letter Agreement.

Cash payments extending beyond 2024 primarily relate to operating and financing leases for which we have recognized accelerated lease expense.

See the “[Contractual Ob](#i5738056250da41429872081f98976250_346)[ligations](#i5738056250da41429872081f98976250_346)” section of this MD&A for more details on the expected amount and timing of lease payments.

As of December 31, 2022, we had decommissioned substantially all Sprint macro sites targeted for shut down, resulting in a significant decrease in network decommissioning costs in 2023, and we expect to incur all of the remaining restructuring costs by the first half of 2024, with the related cash outflows extending beyond the first half of 2024.

2023 Workforce Reduction

In August 2023, we implemented an initiative to reduce the size of our workforce by approximately 5,000 positions, just under 7% of our total employee base, primarily in corporate and back-office functions and some technology roles.

We also committed to make payments totaling $700 million under an IP transit services agreement, consisting of (i) $350 million in equal monthly installments during the first year after the closing of the Wireline Transaction and (ii) $350 million in equal monthly installments over the subsequent 42 months (the transactions as contemplated by the Wireline Sale Agreement and the IP transit services agreement are collectively referred to as the “Wireline Transaction”).

On May 1, 2023, pursuant to the Wireline Sale Agreement, upon the terms and subject to the conditions thereof, we completed the Wireline Transaction.

Acquisition of Ka’ena Corporation

On March 9, 2023, we entered into a Merger and Unit Purchase Agreement for the acquisition of 100% of the outstanding equity of Ka’ena Corporation and its subsidiaries including, among others, Mint Mobile LLC (collectively, “Ka’ena”), for a maximum purchase price of $1.35 billion to be paid out 39% in cash and 61% in shares of T-Mobile common stock.

The purchase price is variable dependent upon specified performance indicators of Ka’ena during certain periods before and after closing and consists of an upfront payment at closing of the transaction, subject to certain agreed-upon working capital and other adjustments, and a variable earnout payable 24 months after closing of the transaction.

Our estimate of the upfront payment is subject to Ka’ena’s underlying business performance and the timing of transaction close, and has been updated to $1.2 billion, before working capital and other adjustments.

The acquisition is subject to certain customary closing conditions, including certain regulatory approvals, and is expected to close by the end of the first quarter of 2024.

Ka’ena is currently one of our wholesale partners, offering wireless telecommunications services to customers leveraging our network.

Upon closing of the transaction, we expect to recognize customers of Ka’ena as prepaid customers and we expect to see an increase in Prepaid revenues, partially offset by a decrease in Wholesale and other service revenues.

We also expect an increase in Prepaid revenues, partially offset by a decrease in Wholesale and other service revenues, upon the closing of our previously announced acquisition of Ka’ena.

In 2024, we expect Total operating expenses to increase, primarily driven by higher Depreciation and amortization from assets placed into service associated with the accelerated build-out of our nationwide 5G network and the acceleration of certain technology assets as we continue to modernize our network and technology systems and platforms, as well as higher Cost of equipment sales, driven by higher expected unit sales from a growing customer base.

We also expect benefits to Cost of services and Selling, general and administrative expense from reduced personnel-related expenses as a result of the 2023 workforce reduction.

- Lower prepaid ARPU.

See “Prepaid ARPU” in the “[Performance Measures](#i5738056250da41429872081f98976250_166)” section of this MD&A; mostly offset by

- Higher average prepaid customers.

- Lower Wireline revenues due to the sale of the Wireline Business on May 1, 2023.

See [Note 14](#i5738056250da41429872081f98976250_91) [\-](#i5738056250da41429872081f98976250_91) [Wireline](#i5738056250da41429872081f98976250_91) of the Notes to the Consolidated Financial Statements for additional information; and

- Lower MVNO revenues, primarily due to the migration of legacy TracFone customers off of the T-Mobile network and as DISH services more of its Boost customers with their standalone network, partially offset by growth in other MVNO partners.

- A decrease of $286 million in accessory revenue, primarily due to a decrease in the number of associated devices sold.

- Lower costs due to the sale of the Wireline Business on May 1, 2023.

See [Note 14](#i5738056250da41429872081f98976250_91) [–](#i5738056250da41429872081f98976250_46) [Wireline](#i5738056250da41429872081f98976250_91) of the Notes to the Consolidated Financial Statements for additional information; partially offset by

- $141 million of severance and related costs associated with the August 2023 workforce reduction; and

- A decrease of $132 million in accessory costs, primarily due to a decrease in the number of associated devices sold.

- A decrease of $177 million in bad debt expense and losses from sales of receivables; mostly offset by

- $321 million of severance and related costs associated with the August 2023 workforce reduction;

- Higher commission amortization expense;

- Higher advertising expense; and

See [Note 14](#i5738056250da41429872081f98976250_91) [–](#i5738056250da41429872081f98976250_46) [Wireline](#i5738056250da41429872081f98976250_91) of the Notes to the Consolidated Financial Statements for additional information.

Interest expense, net decreased slightly, primarily from:

The Merger has altered the size and scope of our operations, impacting our assets, liabilities, obligations, capital requirements and performance measures.

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

NM - Not Meaningful

We are evaluating additional restructuring initiatives which are dependent on consultations and negotiation with certain counterparties and the expected impact on our business operations, which could affect the amount or timing of the restructuring costs and related payments.

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

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

Anticipated Merger Synergies

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

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.

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

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.

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 August 2021, we were subject to a criminal cyberattack involving unauthorized access to T-Mobile’s systems.

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 19 – Commitments and Contingencies](#id81aa33f217e4837921524220b6921f4_103) of the Notes to the Consolidated Financial Statements.

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.

We expect to continue to incur additional expenses in future periods, including costs to remediate the attack, 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.

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.

In addition, we are unable to predict the full impact of 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 basis, although we presently do not expect that it will have a material effect on our operations.

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.

We further expect a decrease in operating expenses, primarily Cost of services, associated with serving Wireline customers driven by the sale of the Wireline business which is expected to close mid-2023.

The trend of decreasing depreciation on leased devices is expected to continue as a result of the continued strategic shift in device financing from leasing to EIP.

Inflation Reduction Act

On August 16, 2022, President Biden signed the Inflation Reduction Act of 2022 (“IRA”) into law.

The IRA includes several changes to existing tax law, including a minimum tax on adjusted financial statement income of applicable corporations and an excise tax on certain corporate stock buybacks.

The tax provisions included in the IRA are generally effective beginning January 1, 2023, and had no significant impact to the 2022 consolidated financial statements.

Management does not expect the IRA to have a significant impact on our operating results or cash flows in 2023, and we continue to review the IRA tax provisions to assess impacts to our future consolidated financial statements.

As of December 31, [removed: 2022,] [added: 2023,] we did not have outstanding balances under these facilities.

See [Note 8 – [removed: Debt](#id81aa33f217e4837921524220b6921f4_286)] [added: Debt](#i5738056250da41429872081f98976250_262)] of the Notes to the Consolidated Financial Statements for additional information.

[Index for Notes to [removed: the](#id81aa33f217e4837921524220b6921f4_31)] [added: the](#i5738056250da41429872081f98976250_31)] [Consolidated Financial [removed: Statements](#id81aa33f217e4837921524220b6921f4_31)][added: Statements](#i5738056250da41429872081f98976250_31)]

[removed: Through our Un-carrier strategy,] [added: As America’s supercharged Un-carrier,] we have disrupted the wireless communications services industry by actively engaging with and listening to our customers and focusing on eliminating their [removed: existing] pain points.

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

With [added: what we believe is] America’s largest, fastest, most [removed: reliable] [added: awarded] and most [removed: awarded] [added: advanced] 5G network, the Un-carrier strives to offer customers unrivaled coverage and capacity where they live, work and travel.

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

[removed: Our layer cake] [added: This multilayer portfolio of spectrum] broadens and deepens our nationwide 5G network, enabling accelerated innovation and increased competition in the U.S. wireless and broadband industries.

As of December 31, [removed: 2022,] [added: 2023,] we provide wireless communications services to [removed: 113.6] [added: 119.7] million postpaid and prepaid customers and generate revenue by providing affordable wireless communications services to these customers, as well as a wide selection of wireless devices and accessories.

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

Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#id81aa33f217e4837921524220b6921f4_124)] [added: Operations](#i5738056250da41429872081f98976250_118)] for additional information.

[removed: This] [added: Our most popular service] plan [added: offering is Go5G Plus, which] includes unlimited talk, text and data on our network, 5G access at no extra cost, scam protection [removed: features] [added: features, access to the same device offers as new customers] and more.

We also offer an Essentials rate plan for customers who want the basics at a lower price point, [removed: as well as] specific rate plans to qualifying customers, including [removed: Business,] Military and Veterans, First [removed: Responder,] [added: Responder] and [removed: Unlimited 55+.][added: 55+, as well as Go5G and Go5G Next plans to deliver a full suite of plans that provide customers the features that meet their lifestyle and daily needs.]

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

Our fixed wireless product is available to millions of domestic [removed: households, providing] [added: households where we currently have excess network capacity, providing, for some consumers,] an alternative to traditional landline internet service providers and expanding access to [removed: many people who have historically had only one] [added: and] choice [removed: or no access to traditional home broadband.][added: for some consumers.]

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

In September 2022, we entered into an agreement for the sale of the Wireline [added: Business, and on May 1, 2023, we completed the sale of the Wireline] Business.

See [Note [removed: 16] [added: 14] – [removed: Wireline](#id81aa33f217e4837921524220b6921f4_88)] [added: Wireline](#i5738056250da41429872081f98976250_91)] for additional information.

- Postpaid customers generally are qualified to pay after receiving wireless communications services utilizing phones, High Speed [removed: Internet, tablets,] [added: Internet modems, mobile internet devices (including tablets and hotspots),] wearables, DIGITS and other connected [removed: devices;] [added: devices, including SyncUP] and [added: internet of things (“IoT”).]

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

[removed: Our] [added: We serve] prepaid customers [removed: include customers of] [added: under the] T-Mobile and Metro by [removed: T-Mobile.][added: T-Mobile brands.]

[removed: Our customer base includes] [added: We serve] consumers as well as business customers, who are provided services under the T-Mobile for Business brand.

In [removed: 2022,] [added: 2023,] our service revenues generated by providing wireless communications services by customer category were:

- [removed: 75%] [added: 77%] Postpaid customers;

- [removed: 16%] [added: 15%] Prepaid customers; and

- [removed: 9%] [added: 8%] Wholesale and other services.

Substantially all of our revenues for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] were earned in the United States, including Puerto Rico and the U.S. Virgin Islands.

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

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

Our integration strategy [removed: includes] [added: included] 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 sites.

As of December 31, 2022, we [removed: have] [added: had] decommissioned substantially all targeted Sprint macro sites.

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

- We controlled, or expected to control based on previously announced auction results, an average of [removed: 388] [added: 392] MHz of combined low- and mid-band spectrum nationwide as of December 31, [removed: 2022.][added: 2023.]

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

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

- An average of [removed: 181] [added: 182] MHz in the 2.5 GHz band;

See [Note 6 – Goodwill, Spectrum License Transactions and Other Intangible [removed: Assets](#id81aa33f217e4837921524220b6921f4_52)] [added: Assets](#i5738056250da41429872081f98976250_379) of the Notes to the Consolidated Financial Statements] for additional details.

- As of December 31, [removed: 2022,] [added: 2023,] we had equipment deployed on approximately [removed: 79,000] [added: 80,000] macro cell sites and [removed: 41,000] [added: 48,000] small cell/distributed antenna system sites across our network.

[removed: Our] [added: We believe our] 5G network is America’s largest, fastest, most [removed: reliable] [added: awarded] and most [removed: awarded:][added: advanced:]

- As of December 31, [removed: 2022,] [added: 2023,] our Ultra Capacity 5G utilizing mid-band and mmWave spectrum covers [removed: 263] [added: more than 300] million people.

- As of December 31, [removed: 2022,] [added: 2023,] our total 5G coverage, including low-band spectrum, covers [removed: 325] [added: more than 330] million people, reaching 98% of Americans.

The wireless communications services industry [removed: is highly] [added: remains] competitive.

Our competitors include other [removed: national] carriers, such as AT&T Inc. [removed: (“AT&T”) and] [added: (“AT&T”),] Verizon Communications, Inc. [removed: (“Verizon”).][added: (“Verizon”), and DISH as it continues to grow its network.]

- In September 2023, we entered into a license purchase agreement pursuant to which we will acquire spectrum in the 600 MHz band in exchange for total cash consideration of between $1.2 billion and $3.3 billion.

See [Note 6 – Goodwill, Spectrum License Transactions and Other Intangible Assets](#i5738056250da41429872081f98976250_379) of the Notes to the Consolidated Financial Statements for additional details.

This year, we updated our Supplier Diversity Policy that provides the primary guidance designed to ensure that DE&I are integrated into the purchasing process of goods and services for and on behalf of T-Mobile.

In addition, we published T-Mobile’s CEO Supplier Diversity Policy Statement, reenforcing our Equity In Action diversity plan that aims to increase the amount of business we do with diverse suppliers.

We expect

Our Responsible Sourcing Policy further outlines T-Mobile’s expectations in this area.

Most recently, for example, in September 2023, the FCC sought public comment on whether it should initiate a rulemaking proceeding to consider changes to its mobile spectrum rules and policies.

and expend additional capital earlier than we may have anticipated.

We are America’s supercharged Un-carrier.

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

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

that could potentially set prices, minimum performance standards and/or restrictions on service discontinuation that could impact our business in those states.

For more information regarding the legal proceedings in which we are involved, see [Note [removed: 1](#id81aa33f217e4837921524220b6921f4_103)[9](#id81aa33f217e4837921524220b6921f4_103) [–] [added: 17 –] Commitments and [removed: Contingencies](#id81aa33f217e4837921524220b6921f4_103)] [added: Contingencies](#i5738056250da41429872081f98976250_97)] of the Notes to the Consolidated Financial Statements.

For the fiscal year ended December 31, [removed: 2022][added: 2023]

[removed: ][added: ]

As of June 30, [removed: 2022,] [added: 2023,] the aggregate market value of the voting and non-voting common equity held by non-affiliates was [removed: $80.8] [added: $73.2] billion based on the closing sale price as reported on the NASDAQ Global Select Market.

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: 2023] [added: 2024] 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: 2022][added: 2023]

| | | | [Item [removed: 1A.](#id81aa33f217e4837921524220b6921f4_205)] [added: 1A.](#i5738056250da41429872081f98976250_202)] | | | [Risk [removed: Factors](#id81aa33f217e4837921524220b6921f4_205)] [added: Factors](#i5738056250da41429872081f98976250_202)] | | | [removed: [11](#id81aa33f217e4837921524220b6921f4_205)] [added: [12](#i5738056250da41429872081f98976250_202)] | | |

| | | | [Item [removed: 1B.](#id81aa33f217e4837921524220b6921f4_244)] [added: 1B.](#i5738056250da41429872081f98976250_250)] | | | [Unresolved Staff [removed: Comments](#id81aa33f217e4837921524220b6921f4_244)] [added: Comments](#i5738056250da41429872081f98976250_250)] | | | [removed: [25](#id81aa33f217e4837921524220b6921f4_244)] [added: [24](#i5738056250da41429872081f98976250_250)] | | |

| | | | [Item [removed: 3.](#id81aa33f217e4837921524220b6921f4_202)] [added: 3.](#i5738056250da41429872081f98976250_199)] | | | [Legal [removed: Proceedings](#id81aa33f217e4837921524220b6921f4_202)] [added: Proceedings](#i5738056250da41429872081f98976250_199)] | | | [removed: [25](#id81aa33f217e4837921524220b6921f4_202)] [added: [27](#i5738056250da41429872081f98976250_199)] | | |

| | | | [Item [removed: 4.](#id81aa33f217e4837921524220b6921f4_214)] [added: 4.](#i5738056250da41429872081f98976250_214)] | | | [Mine Safety [removed: Disclosures](#id81aa33f217e4837921524220b6921f4_214)] [added: Disclosures](#i5738056250da41429872081f98976250_214)] | | | [removed: [25](#id81aa33f217e4837921524220b6921f4_214)] [added: [27](#i5738056250da41429872081f98976250_214)] | | |

| | | | [Item [removed: 5.](#id81aa33f217e4837921524220b6921f4_250)] [added: 5.](#i5738056250da41429872081f98976250_304)] | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#id81aa33f217e4837921524220b6921f4_250)] [added: Securities](#i5738056250da41429872081f98976250_304)] | | | [removed: [26](#id81aa33f217e4837921524220b6921f4_250)] [added: [28](#i5738056250da41429872081f98976250_304)] | | |

| | | | [Item [removed: 7.](#id81aa33f217e4837921524220b6921f4_124)] [added: 7.](#i5738056250da41429872081f98976250_118)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#id81aa33f217e4837921524220b6921f4_124)] [added: Operations](#i5738056250da41429872081f98976250_118)] | | | [removed: [28](#id81aa33f217e4837921524220b6921f4_124)] [added: [30](#i5738056250da41429872081f98976250_118)] | | |

| | | | [Item [removed: 7A.](#id81aa33f217e4837921524220b6921f4_316)] [added: 7A.](#i5738056250da41429872081f98976250_274)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#id81aa33f217e4837921524220b6921f4_316)] [added: Risk](#i5738056250da41429872081f98976250_274)] | | | [removed: [50](#id81aa33f217e4837921524220b6921f4_316)] [added: [51](#i5738056250da41429872081f98976250_274)] | | |

| | | | [Item [removed: 8.](#id81aa33f217e4837921524220b6921f4_13)] [added: 8.](#i5738056250da41429872081f98976250_13)] | | | [Financial Statements and Supplementary [removed: Data](#id81aa33f217e4837921524220b6921f4_13)] [added: Data](#i5738056250da41429872081f98976250_13)] | | | [removed: [51](#id81aa33f217e4837921524220b6921f4_13)] [added: [52](#i5738056250da41429872081f98976250_13)] | | |

| | | | [Item [removed: 9.](#id81aa33f217e4837921524220b6921f4_319)] [added: 9.](#i5738056250da41429872081f98976250_334)] | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#id81aa33f217e4837921524220b6921f4_319)] [added: Disclosure](#i5738056250da41429872081f98976250_334)] | | | [removed: [114](#id81aa33f217e4837921524220b6921f4_319)] [added: [106](#i5738056250da41429872081f98976250_334)] | | |

| | | | [Item [removed: 9A](#id81aa33f217e4837921524220b6921f4_322).] [added: 9A](#i5738056250da41429872081f98976250_337).] | | | [Controls and [removed: Procedures](#id81aa33f217e4837921524220b6921f4_322)] [added: Procedures](#i5738056250da41429872081f98976250_337)] | | | [removed: [114](#id81aa33f217e4837921524220b6921f4_322)] [added: [106](#i5738056250da41429872081f98976250_337)] | | |

| | | | [Item [removed: 9C.](#id81aa33f217e4837921524220b6921f4_328)] [added: 9C.](#i5738056250da41429872081f98976250_343)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#id81aa33f217e4837921524220b6921f4_328)] [added: Inspections](#i5738056250da41429872081f98976250_343)] | | | [removed: [115](#id81aa33f217e4837921524220b6921f4_328)] [added: [107](#i5738056250da41429872081f98976250_343)] | | |

| | | | [Item [removed: 10.](#id81aa33f217e4837921524220b6921f4_334)] [added: 10.](#i5738056250da41429872081f98976250_280)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#id81aa33f217e4837921524220b6921f4_334)] [added: Governance](#i5738056250da41429872081f98976250_280)] | | | [removed: [115](#id81aa33f217e4837921524220b6921f4_334)] [added: [107](#i5738056250da41429872081f98976250_280)] | | |

| | | | [Item [removed: 11.](#id81aa33f217e4837921524220b6921f4_337)] [added: 11.](#i5738056250da41429872081f98976250_283)] | | | [Executive [removed: Compensation](#id81aa33f217e4837921524220b6921f4_337)] [added: Compensation](#i5738056250da41429872081f98976250_283)] | | | [removed: [115](#id81aa33f217e4837921524220b6921f4_337)] [added: [108](#i5738056250da41429872081f98976250_283)] | | |

| | | | [Item [removed: 12.](#id81aa33f217e4837921524220b6921f4_340)] [added: 12.](#i5738056250da41429872081f98976250_286)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#id81aa33f217e4837921524220b6921f4_340)] [added: Matters](#i5738056250da41429872081f98976250_286)] | | | [removed: [115](#id81aa33f217e4837921524220b6921f4_340)] [added: [108](#i5738056250da41429872081f98976250_286)] | | |

| | | | [Item [removed: 13.](#id81aa33f217e4837921524220b6921f4_343)] [added: 13.](#i5738056250da41429872081f98976250_289)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#id81aa33f217e4837921524220b6921f4_343)] [added: Independence](#i5738056250da41429872081f98976250_289)] | | | [removed: [116](#id81aa33f217e4837921524220b6921f4_343)] [added: [108](#i5738056250da41429872081f98976250_289)] | | |

| | | | [Item [removed: 14.](#id81aa33f217e4837921524220b6921f4_346)] [added: 14.](#i5738056250da41429872081f98976250_292)] | | | [Principal Accountant Fees and [removed: Services](#id81aa33f217e4837921524220b6921f4_346)] [added: Services](#i5738056250da41429872081f98976250_292)] | | | [removed: [116](#id81aa33f217e4837921524220b6921f4_346)] [added: [108](#i5738056250da41429872081f98976250_292)] | | |

| | | | [Item [removed: 15.](#id81aa33f217e4837921524220b6921f4_352)] [added: 15.](#i5738056250da41429872081f98976250_298)] | | | [Exhibit and Financial Statement [removed: Schedules](#id81aa33f217e4837921524220b6921f4_352)] [added: Schedules](#i5738056250da41429872081f98976250_298)] | | | [removed: [116](#id81aa33f217e4837921524220b6921f4_352)] [added: [108](#i5738056250da41429872081f98976250_298)] | | |

| | | | [Item [removed: 16.](#id81aa33f217e4837921524220b6921f4_355)] [added: 16.](#i5738056250da41429872081f98976250_301)] | | | [Form 10-K [removed: Summary](#id81aa33f217e4837921524220b6921f4_355)] [added: Summary](#i5738056250da41429872081f98976250_301)] | | | [removed: [116](#id81aa33f217e4837921524220b6921f4_355)] [added: [108](#i5738056250da41429872081f98976250_301)] | | |

- the impacts of the actions we have taken and conditions we have agreed to in connection with the regulatory proceedings and approvals of [added: our merger (the “Merger”) with Sprint Corporation (“Sprint”) pursuant to a Business Combination Agreement with Sprint and] the [removed: Merger] [added: other parties named therein (as amended, the “Business Combination Agreement”)] 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 assets, and the assumption of certain related liabilities (collectively, the “Prepaid Transaction”), the complaint and proposed final judgment [added: (the “Final Judgment”)] agreed to by us, Deutsche Telekom AG (“DT”), 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, [added: as amended on October 23, 2023,] 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, [removed: including] [added: 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 compliance over multiple years;

- adverse economic, political or market conditions in the U.S. and international markets, including changes resulting from increases in inflation or interest rates, supply chain disruptions and impacts of [removed: current] geopolitical [removed: instability caused by] [added: instability, such as] the [removed: war in Ukraine;][added: Ukraine-Russia and Israel-Hamas wars and further escalations thereof;]

- our inability to manage the ongoing [removed: commercial and transition services] arrangements entered into in connection with the Prepaid Transaction, and known or unknown liabilities arising in connection therewith;

- our substantial level of indebtedness and our inability to service our debt obligations in accordance with their [removed: terms or to comply with the restrictive covenants contained therein;][added: terms;]

- interests of DT, our controlling stockholder, [removed: that] [added: which] 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 [removed: FCC; and][added: FCC.]

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 [removed: developing,] [added: 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 [removed: third-parties] [added: third parties] to provide certain information and to comply with applicable laws and policies; and other unforeseen events or conditions.

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 [removed: Twitter] [added: X (formerly Twitter)] account (https://twitter.com/TMobileIR), the @MikeSievert [removed: Twitter] [added: X] account (https://twitter.com/MikeSievert), which Mr. Sievert also uses as a means for personal communications and observations, and the @TMobileCFO [removed: Twitter] [added: X] 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).

As of January 31, 2024, there were 1,186,867,575 shares of common stock outstanding.

| [PART I.](#i5738056250da41429872081f98976250_10) | | | | | | | | | | | |

| | | | [Item 1.](#i5738056250da41429872081f98976250_316) | | | [Business](#i5738056250da41429872081f98976250_316) | | | [5](#i5738056250da41429872081f98976250_316) | | |

| | | | [Item 1C.](#i5738056250da41429872081f98976250_2916) | | | [Cybersecurity](#i5738056250da41429872081f98976250_2916) | | | [24](#i5738056250da41429872081f98976250_2916) | | |

| | | | [Item 2.](#i5738056250da41429872081f98976250_253) | | | [Properties](#i5738056250da41429872081f98976250_253) | | | [27](#i5738056250da41429872081f98976250_253) | | |

| [PART II.](#i5738056250da41429872081f98976250_268) | | | | | | | | | | | |

| | | | [Item 6.](#i5738056250da41429872081f98976250_271) | | | [\[Reserved\]](#i5738056250da41429872081f98976250_271) | | | [29](#i5738056250da41429872081f98976250_271) | | |

| | | | [Item 9B](#i5738056250da41429872081f98976250_340). | | | [Other Information](#i5738056250da41429872081f98976250_340) | | | [107](#i5738056250da41429872081f98976250_340) | | |

| [PART III.](#i5738056250da41429872081f98976250_277) | | | | | | | | | | | |

| [PART IV.](#i5738056250da41429872081f98976250_295) | | | | | | | | | | | |

| | | | | | | [Index to Exhibits](#i5738056250da41429872081f98976250_331) | | | [121](#i5738056250da41429872081f98976250_349) | | |

| | | | | | | [Signatures](#i5738056250da41429872081f98976250_349) | | | [121](#i5738056250da41429872081f98976250_349) | | |

- challenges in modernizing our existing applications and systems;

- sociopolitical volatility and polarization;

- difficulties in protecting our intellectual property rights or if we infringe on the intellectual property rights of others;

- the dollar amount authorized for our 2023-2024 Stockholder Return Program (as defined in [Note 13](#i5738056250da41429872081f98976250_82) [–](#i5738056250da41429872081f98976250_91) [Stockholder Return](#i5738056250da41429872081f98976250_82) [Progr](#i5738056250da41429872081f98976250_82)[ams](#i5738056250da41429872081f98976250_82) of the Notes to the Consolidated Financial Statements) may not be fully utilized, and our share repurchases and dividend payments pursuant thereto may fail to have the desired impact on stockholder value; and

For example, we note that standards and expectations regarding greenhouse gas (“GHG”) accounting and the processes for measuring and counting GHG emissions and GHG emission reductions are evolving, and it is possible that our approaches both to measuring our emissions and to reducing emissions and measuring those reductions may be, either currently by some stakeholders or at some point in the future, considered inconsistent with common or best practices with respect to measuring and accounting for such matters, and reducing overall emissions.

As of February 10, 2023, there were 1,219,383,110 shares of common stock outstanding.

| [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) | | |

| | | | [Item 9B](#id81aa33f217e4837921524220b6921f4_325). | | | [Other Information](#id81aa33f217e4837921524220b6921f4_325) | | | [115](#id81aa33f217e4837921524220b6921f4_325) | | |

| [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;

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

- 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.

Risk Management and Strategy

Our Cybersecurity Approach and Integration

We have implemented processes for overseeing and identifying material risks from cybersecurity threats, and our cybersecurity processes are integrated into the Company’s overall risk management system and processes.

As part of management’s oversight of cybersecurity, our Chief Security Officer (“CSO”) presents on our cybersecurity practices to the Nominating and Corporate Governance Committee of our Board of Directors (the “NCG Committee”) and to our full Board of Directors on a periodic basis.

Our Senior Vice President, Internal Audit & Risk Management (the “Chief Audit Executive”), periodically presents

enterprise risks, including cybersecurity risks, to the Audit Committee of our Board of Directors (the “Audit Committee”).

Our Chief Compliance Officer regularly attends meetings at the NCG Committee providing insights from the compliance perspective relating to cybersecurity.

Cyber risk management is a core component of the Company's governance structure.

We utilize the National Institute of Standards and Technology’s Cybersecurity Framework (“NIST CSF”) as a guide in cyber risk management to identify, assess, and assist the CSO in managing cybersecurity risks.

Cyber risk management encompasses partnerships among teams that are responsible for cyber governance, prevention, detection, and remediation activities within the Company’s cybersecurity environment.

As part of our cyber risk management efforts, we conduct periodic reviews and collaborate with enterprise-wide risk assessments to assess and manage cybersecurity risks.

Our cybersecurity team also provides enterprise-wide cybersecurity training for employees to continuously improve our mitigation against human-driven vulnerabilities.

Our management also conducts a quarterly enterprise-wide risk assessment that considers a wide spectrum of risks facing the Company, including cybersecurity.

Through these quarterly risk assessments, management informs the Audit Committee on the cyber risk landscape facing the Company and the Company’s preparedness to manage such risk.

The enterprise-wide risk assessment is a top-down risk assessment that leverages the assessments performed by cyber risk management.

Engagement with External Experts

The Company engages top-tier external cyber security firms, as needed, leveraging their expertise as part of our ongoing effort to evaluate and enhance our cybersecurity program.

They help with cyber defense capabilities (including staff enhancement of certain functions) and transformation to mitigate associated threats, reduce risk, enhance our cybersecurity posture, and meet the Company's evolving needs.

Oversight of Third-Party Service Providers

Our third-party risk management program includes processes for identifying and managing material cybersecurity risks arising from third-party providers.

Our third-party risk management program actively engages with the enterprise-wide risk assessment process and partners with cyber risk management to report relevant risks to the NCG Committee, the Audit Committee and our internal Enterprise Risk & Compliance Committee.

Our third-party risk management program includes cybersecurity as an aspect of its risk assessment of third parties with the objective that key risks are identified and addressed.

Moreover, the program also considers risks associated with certain fourth parties, entities that are partners or subcontractors of our direct third-party vendors, through assessments carried out by our third-party service providers.

Cybersecurity Incident Impact

As previously disclosed, in August 2021, we experienced a cybersecurity incident that resulted in numerous lawsuits, including mass arbitration claims and multiple class action lawsuits.

In January 2023, we experienced another cybersecurity incident that also resulted in consumer class actions and regulatory inquires.

As a result of the August 2021 cyberattack and the January 2023 cyberattack, we have incurred and may continue to incur significant costs or experience other material financial impacts, which may not be covered by, or may exceed the coverage limits of, our cyber liability insurance, and such costs and impacts may have a material adverse effect on our business, reputation, financial condition, cash flows and operating results.

For additional details regarding the impact of both cybersecurity incidents, see [Note 17 – Commitments and Contingencies](#i5738056250da41429872081f98976250_97) of the Notes to the Consolidated Financial Statements.

We have not identified other known risks from previous cybersecurity threats that have materially affected or are reasonably likely to materially affect us.

However, we face ongoing risks from certain cybersecurity threats that, if realized, are reasonably likely to materially affect business strategy, results of operations, or financial condition.

See “Risk Factors – *We have experienced criminal cyberattacks and could in the future be further harmed by disruption, data loss or other security breaches, whether directly or indirectly through third parties whose products and services we rely on in operating our business*.”

Governance

Disclosure of Management’s Responsibilities

Transformation and Chief Information & Digital Officer

The Transformation and Chief Information & Digital Officer under the direction of the Company’s Chief Executive Officer, is responsible for overseeing the Company’s information technology systems, digital capabilities, and cybersecurity practices.

The

CSO, under the direction of the Transformation and Chief Information & Digital Officer, is responsible for overseeing the cybersecurity organization and promoting a security-centric culture throughout our business and operational functions.

The CSO is at the forefront of enhancing our cybersecurity framework and strengthening the overall cybersecurity program.

This involves upgrading tools and capabilities, which are part of a broader, multi-year strategy to continue to enhance security measures.

The CSO oversees the cyber risk management function, which identifies cybersecurity threats, assesses cybersecurity risks and supports the Transformation and Chief Information & Digital Officer and the Company in managing such risks.

| (percent of gross property and equipment) | | | December 31, [removed: 2022] [added: 2023] | | | | | | December 31, [removed: 2021] [added: 2022] | | |

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

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

Wireless [removed: communication] [added: communications] systems primarily consist of assets used to operate our wireless network and information technology data centers, including switching equipment, radio frequency equipment, tower assets, High Speed Internet routers, construction in progress and leasehold improvements related to the wireless network and asset retirement costs.

Data processing equipment and other primarily [removed: consists] [added: consist] of data processing equipment, office equipment, capitalized software, leased wireless devices, construction in progress and leasehold improvements.

As of January 31, [removed: 2023,] [added: 2024,] there were [removed: 15,719] [added: 15,240] 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.

The table below provides information regarding our share repurchases during the three months ended December 31, [removed: 2022:][added: 2023:]

(1) On September [removed: 8, 2022,] [added: 6, 2023,] our Board of Directors authorized our [removed: 2022 Stock Repurchase] [added: 2023-2024 Stockholder Return] Program for up to [removed: $14.0] [added: $19.0] billion of [added: repurchases of] our common stock [added: and payment of dividends] through [removed: September 30, 2023, with up to $3.0 billion by] December 31, [removed: 2022.][added: 2024.]

See [Note [removed: 15] [added: 13] - [removed: Repurchases of Common Stock](#id81aa33f217e4837921524220b6921f4_82)] [added: Stockholder Return Programs](#i5738056250da41429872081f98976250_82)] of the Notes to the Consolidated Financial Statements for more information about our [removed: 2022 Stock Repurchase] [added: 2023-2024 Stockholder Return] Program.

The graph tracks the performance of a $100 investment, with the reinvestment of all dividends, from December 31, [removed: 2017] [added: 2018] to December 31, [removed: 2022.][added: 2023.]

[removed: ][added: ]

| (in dollars) | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | |

On September 25, 2023, our Board of Directors declared a cash dividend of $0.65 per share on our issued and outstanding shares of common stock, which was paid on December 15, 2023.

We intend to declare and pay approximately $3.0 billion in total additional dividends in 2024, with payments occurring each quarter during the year.

The dividend amount paid per share is expected to grow by around 10% annually with the first increase expected in the fourth quarter of 2024; however, the declaration and payment of all dividends is subject to the discretion of our Board of Directors and will depend on financial and legal requirements and other considerations.

Subsequent to December 31, 2023, on January 24, 2024, our Board of Directors declared a cash dividend of $0.65 per share on our issued and outstanding common stock, which is payable on March 14, 2024, to stockholders of record as of the close of business on March 1, 2024.

| October 1, 2023 - October 31, 2023 | | | 7,980,509 | | | | | | $ | 140.09 | | | | | 7,980,509 | | | | | | | | | | | | $ | 17,135 | | | | | | | | | | | | | |

| November 1, 2023 - November 30, 2023 | | | 5,675,804 | | | | | | 147.45 | | | | | | 5,675,804 | | | | | | | | | | | | 16,298 | | | | | | | | | | | | | | |

| December 1, 2023 - December 31, 2023 | | | 1,807,794 | | | | | | 158.53 | | | | | | 1,807,794 | | | | | | | | | | | | 16,012 | | | | | | | | | | | | | | |

| Total | | | 15,464,107 | | | | | | | | | | | | 15,464,107 | | | | | | | | | | | | | | | | | | | | | | | | | | |

The amounts presented represent the remaining dollar amount authorized for purchase under the 2023-2024 Stockholder Return Program as of the end of the period, which has been reduced by the amount of any cash dividends declared and paid by the Company.

On December 19, 2023, the U.S. Court of Appeals for the Fifth Circuit vacated the SEC amendments to share repurchase disclosure requirements.

Accordingly, we will continue to present monthly share repurchase activity in this Item.

| T-Mobile US, Inc. | | | $ | 100.00 | | | | | $ | 123.28 | | | | | $ | 211.99 | | | | | $ | 182.33 | | | | | $ | 220.09 | | | | | $ | 253.14 | |

| S&P 500 | | | 100.00 | | | | | | 131.49 | | | | | | 155.68 | | | | | | 200.37 | | | | | | 164.08 | | | | | | 207.21 | | |

| NASDAQ Composite | | | 100.00 | | | | | | 136.69 | | | | | | 198.10 | | | | | | 242.03 | | | | | | 163.28 | | | | | | 236.17 | | |

| Dow Jones US Mobile Telecommunications TSM | | | 100.00 | | | | | | 113.40 | | | | | | 123.64 | | | | | | 112.98 | | | | | | 101.97 | | | | | | 109.60 | | |

We have never paid or declared any cash dividends on our common stock, and we do not intend to declare or pay any cash dividends on our common stock in the foreseeable future.

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

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

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

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

| 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 | | |

We have audited the [removed: accompanying] consolidated [removed: balance sheet] [added: statements] of [added: comprehensive income, of stockholders’ equity and of cash flows of] T-Mobile US, Inc. and [added: its] subsidiaries (the [removed: "Company") as of December 31, 2022, the related consolidated statements of comprehensive income, stockholders' equity, and cash flows,] [added: “Company”)] for the year ended December 31, [removed: 2022, and] [added: 2021, including] the related notes (collectively referred to as the [removed: "consolidated] [added: “consolidated] financial [removed: statements").][added: statements”).]

We also have audited the Company’s internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in [removed: Internal] [added: *Internal] Control — Integrated Framework [removed: (2013)] [added: (2013)*] issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [added: 2023 and] 2022, and the results of its operations and its cash flows for [added: each of] the [removed: year] [added: two years in the period] ended December 31, [removed: 2022,] [added: 2023,] in conformity with accounting principles generally accepted in the United States of America.

Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

[Index for Notes to [removed: the](#id81aa33f217e4837921524220b6921f4_31)] [added: the](#i5738056250da41429872081f98976250_31)] [Consolidated Financial [removed: Statements](#id81aa33f217e4837921524220b6921f4_31)][added: Statements](#i5738056250da41429872081f98976250_31)]

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

The processing and recording of [removed: wireless communications services] [added: service] revenues related to monthly wireless services billings is highly automated and is based on contractual terms with customers.

The Company’s [removed: 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 [removed: wireless communications services] [added: service] and equipment revenue transactions which are initiated, accumulated, and recorded in multiple systems and databases, auditing [added: service and equipment] 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.

Our audit procedures related to the Company’s [added: service and equipment] revenue transactions included the following, among others:

[removed: - Identified] [added: ◦Identified] the relevant systems and databases used to process [added: service and equipment] revenue transactions and tested the relevant IT controls over each of those systems and databases.

[removed: - Performed] [added: ◦Performed] testing of automated business controls and system interface controls within [removed: wireless communications services] [added: service] and equipment revenues.

- We created data visualizations to evaluate recorded [added: service and equipment] revenue and trends in the related subscriber data.

- For a selection of [added: wholesale service revenue and] 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 have audited the accompanying consolidated balance [removed: sheet] [added: sheets] of T-Mobile US, Inc. and [removed: its] subsidiaries (the “Company”) as of December 31, [removed: 2021,] [added: 2023] and [added: 2022,] the related consolidated statements of comprehensive income, [removed: of stockholders’ equity] [added: stockholders' equity,] and [removed: of] cash [removed: flows] [added: flows,] for each of the two years in the period ended December 31, [removed: 2021, including] [added: 2023, and] the related notes (collectively referred to as the “consolidated financial statements”).

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

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our [removed: audits.][added: audit.]

We conducted our [removed: audits] [added: audit] of these consolidated financial statements in accordance with the standards of the PCAOB.

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

Our [removed: audits] [added: audit] 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.

Our [removed: audits] [added: 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.

We believe that our [removed: audits provide] [added: audit provides] a reasonable basis for our opinion.

| (in millions, except share and per share amounts) | | | December 31, [removed: 2022] [added: 2023] | | | | | | December 31, [removed: 2021] [added: 2022] | | |

| Cash and cash equivalents | | | $ | [removed: 4,507] [added: 5,135] | | | | | $ | [removed: 6,631] [added: 4,507] | |

| Accounts receivable, net of allowance for credit losses of [removed: $167] [added: $161] and [removed: $146] [added: $167] | | | [removed: 4,445] [added: 4,692] | | | | | | [removed: 4,194] [added: 4,445] | | |

| Equipment installment plan receivables, net of allowance for credit losses and imputed discount of [removed: $667] [added: $623] and [removed: $494] [added: $667] | | | [removed: 5,123] [added: 4,456] | | | | | | [removed: 4,748] [added: 5,123] | | |

| Inventory | | | [removed: 1,884] [added: 1,678] | | | | | | [removed: 2,567] [added: 1,884] | | |

| Prepaid expenses | | | [removed: 673] [added: 702] | | | | | | [removed: 746] [added: 673] | | |

| Other current assets | | | [removed: 2,435] [added: 2,352] | | | | | | [removed: 2,005] [added: 2,435] | | |

| Total current assets | | | [removed: 19,067] [added: 19,015] | | | | | | [removed: 20,891] [added: 19,067] | | |

| Property and equipment, net | | | [removed: 42,086] [added: 40,432] | | | | | | [removed: 39,803] [added: 42,086] | | |

| Operating lease right-of-use assets | | | [removed: 28,715] [added: 27,135] | | | | | | [removed: 26,959] [added: 28,715] | | |

| Financing lease right-of-use assets | | | [removed: 3,257] [added: 3,270] | | | | | | [removed: 3,322] [added: 3,257] | | |

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

| Spectrum licenses | | | [removed: 95,798] [added: 96,707] | | | | | | [removed: 92,606] [added: 95,798] | | |

| Other intangible assets, net | | | [removed: 3,508] [added: 2,618] | | | | | | [removed: 4,733] [added: 3,508] | | |

| Equipment installment plan receivables due after one year, net of allowance for credit losses and imputed discount of [removed: $144] [added: $150] and [removed: $136] [added: $144] | | | [removed: 2,546] [added: 2,042] | | | | | | [removed: 2,829] [added: 2,546] | | |

| Other assets | | | [removed: 4,127] [added: 4,229] | | | | | | [removed: 3,232] [added: 4,127] | | |

| Total assets | | | $ | [removed: 211,338] [added: 207,682] | | | | | $ | [removed: 206,563] [added: 211,338] | |

| Accounts payable and accrued liabilities | | | $ | [removed: 12,275] [added: 10,373] | | | | | $ | [removed: 11,405] [added: 12,275] | |

[Index for Notes to the](#i5738056250da41429872081f98976250_31) [Consolidated Financial Statements](#i5738056250da41429872081f98976250_31)

[Index for Notes to the](#i5738056250da41429872081f98976250_31) [Consolidated Financial Statements](#i5738056250da41429872081f98976250_31)

[Index for Notes to the](#i5738056250da41429872081f98976250_31) [Consolidated Financial Statements](#i5738056250da41429872081f98976250_31)

| Net income | | | | | | | | | | | | | | | $ | 8,317 | | | | | $ | 2,590 | | | | | $ | 3,024 | |

[Index for Notes to the](#i5738056250da41429872081f98976250_31) [Consolidated Financial Statements](#i5738056250da41429872081f98976250_31)

| Net income | | | | | | | | | | | | | | | $ | 8,317 | | | | | $ | 2,590 | | | | | $ | 3,024 | |

| Depreciation and amortization | | | | | | | | | | | | | | | 12,818 | | | | | | 13,651 | | | | | | 16,383 | | |

| Impairment expense | | | | | | | | | | | | | | | — | | | | | | 477 | | | | | | — | | |

| Inventory | | | | | | | | | | | | | | | 197 | | | | | | 744 | | | | | | 201 | | |

| Dividends on common stock | | | | | | | | | | | | | | | (747) | | | | | | — | | | | | | — | | |

[Index for Notes to the](#i5738056250da41429872081f98976250_31) [Consolidated Financial Statements](#i5738056250da41429872081f98976250_31)

| Dividends declared ($0.65 per share) | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (747) | | | | | | (747) | | | | | | | | |

| SoftBank contingent shares settlement(1) | | | | | | | | | 48,751,557 | | | | | | (48,751,557) | | | | | | 6,901 | | | | | | (6,849) | | | | | | — | | | | | | — | | | | | | 52 | | | | | | | | |

| Other, net | | | | | | | | | 202,500 | | | | | | 6,887 | | | | | | (3) | | | | | | 13 | | | | | | — | | | | | | — | | | | | | 10 | | | | | | | | |

| Balance as of December 31, 2023 | | | | | | | | | 1,195,807,331 | | | | | | 67,096,823 | | | | | | $ | (9,373) | | | | | $ | 67,705 | | | | | $ | (964) | | | | | $ | 7,347 | | | | | $ | 64,715 | | | | | | | |

(1) Represents the issuance of the SoftBank Specified Shares pursuant to the Letter Agreement.

See [Note 15 – Earnings Per Share](#i5738056250da41429872081f98976250_94) of the Notes to the Consolidated Financial Statements for more information.

[Index for Notes to the](#i5738056250da41429872081f98976250_31) [Consolidated Financial Statements](#i5738056250da41429872081f98976250_31)

| [Note 8](#i5738056250da41429872081f98976250_262) | | | [Debt](#i5738056250da41429872081f98976250_262) | | | [84](#i5738056250da41429872081f98976250_262) | | |

| [Note 13](#i5738056250da41429872081f98976250_82) | | | [Stockholder Return Programs](#i5738056250da41429872081f98976250_82) | | | [95](#i5738056250da41429872081f98976250_82) | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

[Index for Notes to the](#i5738056250da41429872081f98976250_31) [Consolidated Financial Statements](#i5738056250da41429872081f98976250_31)

[Index for Notes to the](#i5738056250da41429872081f98976250_31) [Consolidated Financial Statements](#i5738056250da41429872081f98976250_31)

[Index for Notes to the](#i5738056250da41429872081f98976250_31) [Consolidated Financial Statements](#i5738056250da41429872081f98976250_31)

transportation.

See [Note 4 – Sales of Certain Receivables](#i5738056250da41429872081f98976250_46) for further information.

We depreciate leased devices to their estimated residual value, on a group basis,

[Index for Notes to the](#i5738056250da41429872081f98976250_31) [Consolidated Financial Statements](#i5738056250da41429872081f98976250_31)

[Index for Notes to the](#i5738056250da41429872081f98976250_31) [Consolidated Financial Statements](#i5738056250da41429872081f98976250_31)

Impairment

[Index for Notes to the](#i5738056250da41429872081f98976250_31) [Consolidated Financial Statements](#i5738056250da41429872081f98976250_31)

to the market capitalization.

[Index for Notes to the](#i5738056250da41429872081f98976250_31) [Consolidated Financial Statements](#i5738056250da41429872081f98976250_31)

[Index for Notes to the](#i5738056250da41429872081f98976250_31) [Consolidated Financial Statements](#i5738056250da41429872081f98976250_31)

For contract modifications, we evaluate the change in scope or price of the contract to determine if the modification should be

[Index for Notes to the](#i5738056250da41429872081f98976250_31) [Consolidated Financial Statements](#i5738056250da41429872081f98976250_31)

[Index for Notes to the](#i5738056250da41429872081f98976250_31) [Consolidated Financial Statements](#i5738056250da41429872081f98976250_31)

February 14, 2023

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

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

| Income from continuing operations | | | | | | | | | | | | | | | 2,590 | | | | | | 3,024 | | | | | | 2,744 | | |

| Income from discontinued operations, net of tax | | | | | | | | | | | | | | | — | | | | | | — | | | | | | 320 | | |

| Continuing operations | | | | | | | | | | | | | | | $ | 2.07 | | | | | $ | 2.42 | | | | | $ | 2.40 | |

| Discontinued operations | | | | | | | | | | | | | | | — | | | | | | — | | | | | | 0.28 | | |

| Continuing operations | | | | | | | | | | | | | | | $ | 2.06 | | | | | $ | 2.41 | | | | | $ | 2.37 | |

| Inventories | | | | | | | | | | | | | | | 744 | | | | | | 201 | | | | | | (2,222) | | |

| Net cash related to derivative contracts under collateral exchange arrangements | | | | | | | | | | | | | | | — | | | | | | — | | | | | | 632 | | |

| Proceeds from the divestiture of prepaid business | | | | | | | | | | | | | | | — | | | | | | — | | | | | | 1,224 | | |

| Payments of consent fees related to long-term debt | | | | | | | | | | | | | | | — | | | | | | — | | | | | | (109) | | |

| Issuance of common stock | | | | | | | | | | | | | | | — | | | | | | — | | | | | | 19,840 | | |

| Proceeds from issuance of short-term debt | | | | | | | | | | | | | | | — | | | | | | — | | | | | | 18,743 | | |

| Repayments of short-term debt | | | | | | | | | | | | | | | — | | | | | | — | | | | | | (18,929) | | |

| Balance as of December 31, 2019 | | | | | | | | | 856,905,400 | | | | | | 1,513,215 | | | | | | $ | (8) | | | | | $ | 38,498 | | | | | $ | (868) | | | | | $ | (8,833) | | | | | $ | 28,789 | | | | | | | |

| Shares issued in secondary offering (1) | | | | | | | | | 198,314,426 | | | | | | (198,314,426) | | | | | | — | | | | | | 19,766 | | | | | | — | | | | | | — | | | | | | 19,766 | | | | | | | | |

| Shares repurchased from SoftBank (2) | | | | | | | | | (198,314,426) | | | | | | 198,314,426 | | | | | | — | | | | | | (19,536) | | | | | | — | | | | | | — | | | | | | (19,536) | | | | | | | | |

| Merger consideration | | | | | | | | | 373,396,310 | | | | | | — | | | | | | — | | | | | | 33,533 | | | | | | — | | | | | | — | | | | | | 33,533 | | | | | | | | |

| Prior year Retained Earnings (3) | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (67) | | | | | | (67) | | | | | | | | |

| Other, net | | | | | | | | | 537,633 | | | | | | 26,663 | | | | | | (3) | | | | | | 52 | | | | | | — | | | | | | — | | | | | | 49 | | | | | | | | |

(1)Shares issued includes 5.0 million shares purchased by Marcelo Claure.

(2)In connection with the SoftBank Monetization (as defined below), we received a payment of $304 million from SoftBank (as defined below).

This amount, net of tax, was treated as a reduction of the purchase price of the shares acquired from SoftBank and was recorded as Additional Paid-in Capital.

(3)Prior year Retained Earnings represents the impact of the adoption of new accounting standards on beginning Accumulated Deficit and Accumulated Other Comprehensive Loss.

| [Note](#id81aa33f217e4837921524220b6921f4_286) [8](#id81aa33f217e4837921524220b6921f4_286) | | | [Debt](#id81aa33f217e4837921524220b6921f4_286) | | | [89](#id81aa33f217e4837921524220b6921f4_286) | | |

| [Note 12](#id81aa33f217e4837921524220b6921f4_295) | | | [Discontinued Operations](#id81aa33f217e4837921524220b6921f4_295) | | | [100](#id81aa33f217e4837921524220b6921f4_295) | | |

| [Note 14](#id81aa33f217e4837921524220b6921f4_301) | | | [SoftBank Equity Transaction](#id81aa33f217e4837921524220b6921f4_301) | | | [103](#id81aa33f217e4837921524220b6921f4_301) | | |

| [Note](#id81aa33f217e4837921524220b6921f4_82) [1](#id81aa33f217e4837921524220b6921f4_82)[5](#id81aa33f217e4837921524220b6921f4_82) | | | [Repurchases of Common Stock](#id81aa33f217e4837921524220b6921f4_82) | | | [104](#id81aa33f217e4837921524220b6921f4_82) | | |

On Demand.

communications network products in certain parts of Maryland, North Carolina, Virginia, West Virginia Kentucky, Ohio and Pennsylvania.

Substantially all of our long-lived assets are located in the U.S., including Puerto Rico and the U.S. Virgin Islands.

obligation is incurred.

Through the Merger, we acquired device lease contracts in which Sprint is the lessor (the “Sprint Flex Lease Program”), substantially all of which are classified as operating leases, as well as the associated fixed assets (i.e., the leased devices).

These leased devices were recorded as fixed assets at their acquisition date fair value and presented within Property and equipment, net on our Consolidated Balance Sheets.

Our policy of using the group method of depreciation has been applied to acquired leased devices as well as leases originated subsequent to the Merger.

Acquired leased devices are grouped based on the age of the device.

In addition to the Agreements with educational institutions and private owners who hold the licenses, we also acquired direct ownership of spectrum licenses previously acquired by Sprint through government auctions or other acquisitions.

Leased FCC spectrum licenses are recorded as executory contracts whereby, as a result of business combination accounting, an intangible asset or liability is recorded reflecting the extent to which contractual terms are favorable or unfavorable to current market rates.

These intangible assets or liabilities are amortized over the estimated remaining useful life of the lease agreements.

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/1283699/000128369923000016/tmus12312022ex311.htm)] [added: [31.1](https://www.sec.gov/Archives/edgar/data/1283699/000128369924000008/tmus12312023ex311.htm)] and [removed: [31.2](https://www.sec.gov/Archives/edgar/data/1283699/000128369923000016/tmus12312022ex312.htm),] [added: [31.2](https://www.sec.gov/Archives/edgar/data/1283699/000128369924000008/tmus12312023ex312.htm),] respectively, to this Form 10-K.

Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2022.][added: 2023.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2022] [added: 2023] has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report herein.

On November 16, 2023, G.

Michael Sievert, President and Chief Executive Officer, adopted a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) to sell up to 160,000 shares of T-Mobile US, Inc. common stock between February 27, 2024, and November 12, 2024, subject to certain conditions.

The duration of this trading plan is 362 days.

On November 21, 2023, Peter Osvaldik, Executive Vice President and Chief Financial Officer, adopted a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) to sell up to 20,000 shares of T-Mobile US, Inc. common stock between February 20, 2024, and November 15, 2024, subject to certain conditions.

The duration of this trading plan is 360 days.

On November 16, 2023, Callie Field, President, Business Group, adopted a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) to sell all of her T-Mobile US, Inc. common stock to be acquired on March 4, 2024, upon the vesting of certain time-based restricted stock unit awards and performance-based restricted stock unit awards (“PRSUs”), up to a total of 26,407 shares assuming PRSUs will vest at maximum value, subject to certain conditions.

The duration of this trading plan is 134 days.

On November 9, 2023, Michael Katz, President, Marketing, Strategy and Products, adopted a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) to sell up to 23,748 shares of T-Mobile US, Inc. common stock between February 15, 2024, and December 31, 2024, subject to certain conditions.

The duration of this trading plan is 418 days.

None.

PART [removed: III.][added: III.]

OTHER INFORMATION

See the [Index to [removed: Exhibits](#id81aa33f217e4837921524220b6921f4_358)] [added: Exhibits](#i5738056250da41429872081f98976250_331)] immediately following “Item 16.

| [removed: 2.5] [added: 10.21*] | | | | | | [removed: [First Amendment,] [added: [Amendment,] dated as of [removed: June 17, 2020,] [added: October 15, 2023,] to the [removed: Asset] [added: License] Purchase Agreement, dated as of July [removed: 26, 2019,] [added: 1, 2020,] by and [removed: among] [added: between] T-Mobile [removed: US, Inc., Sprint Corporation] [added: USA, Inc.] and DISH Network [removed: Corporation.](https://www.sec.gov/Archives/edgar/data/1283699/000119312520171403/d944984dex21.htm)] [added: Corporation, as approved by the Court on October 23, 2023.](https://www.sec.gov/Archives/edgar/data/1283699/000128369924000008/tmus12312023ex1021.htm)] | | | | | | [removed: 8-K] | | | | | | [removed: 6/17/2020] | | | | | | [removed: 2.1] | | | | | | [added: X] | | |

| [removed: 2.8*] [added: 2.4*] | | | | | | [Membership Interest Purchase Agreement, dated as of September 6, 2022, by and among Sprint LLC, Sprint Communications LLC, and Cogent Infrastructure, Inc.](https://www.sec.gov/Archives/edgar/data/1283699/000119312522239464/d371146dex21.htm) | | | | | | 8-K | | | | | | 9/7/2022 | | | | | | 2.1 | | | | | | | | |

| [removed: 4.47] [added: 4.55] | | | | | | [Indenture, dated as of October 1, 1998, by and among Sprint Capital Corporation, Sprint Corporation and The Bank of New York Mellon Trust Company, N.A. (as successor to Bank One, N.A.)](https://www.sec.gov/Archives/edgar/data/101830/0000101830-98-000062.txt) | | | | | | 10-Q (SEC File No. 001-04721) | | | | | | 11/2/1998 | | | | | | 4(b) | | | | | | | | |

| [removed: 4.48] [added: 4.56] | | | | | | [First Supplemental Indenture, dated as of January 15, 1999, by and among Sprint Capital Corporation, Sprint Corporation and The Bank of New York Mellon Trust Company, N.A. (as successor to Bank One, N.A.)](https://www.sec.gov/Archives/edgar/data/101830/0000101830-99-000002.txt) | | | | | | 8-K (SEC File No. 001-04721) | | | | | | 2/3/1999 | | | | | | 4(b) | | | | | | | | |

| [removed: 4.49] [added: 4.57] | | | | | | [Second Supplemental Indenture, dated as of October 15, 2001, by and among Sprint Capital Corporation, Sprint Corporation and The Bank of New York Mellon Trust Company, N.A. (as successor to Bank One, N.A.)](https://www.sec.gov/Archives/edgar/data/101830/000010183001500030/k011017suppind.txt) | | | | | | 8-K (SEC File No. 001-04721) | | | | | | 10/29/2001 | | | | | | 99 | | | | | | | | |

| [removed: 4.50] [added: 4.58] | | | | | | [Third Supplemental Indenture, dated as of September 11, 2013, by and among Sprint Corporation, Sprint Capital Corporation, Sprint Communications, Inc. and The Bank of New York Mellon Trust Company, N.A. (as successor to Bank One, N.A.)](https://www.sec.gov/Archives/edgar/data/101830/000119312513363971/d595935dex45.htm) | | | | | | 8-K (SEC File No. 001-04721) | | | | | | 9/11/2013 | | | | | | 4.5 | | | | | | | | |

| [removed: 4.51] [added: 4.59] | | | | | | [Fourth Supplemental Indenture, dated as of May 18, 2018, by and among Sprint Capital Corporation, Sprint Communications, Inc., and The Bank of New York Mellon Trust Company, N.A. (as successor to Bank One, N.A.)](https://www.sec.gov/Archives/edgar/data/101830/000119312518168179/d569403dex41.htm) | | | | | | 8-K (SEC File No. 001-04721) | | | | | | 5/18/2018 | | | | | | 4.1 | | | | | | | | |

| [removed: 4.52] [added: 4.60] | | | | | | [Fifth Supplemental Indenture, dated as of April 1, 2020, by and among Sprint Capital Corporation, Sprint Communications, Inc., Sprint Corporation, T-Mobile US, Inc., T-Mobile USA, Inc. and The Bank of New York Mellon Trust Company, N.A. (as successor to Bank One, N.A.), as trustee.](https://www.sec.gov/Archives/edgar/data/1283699/000119312520214220/d87105dex419.htm) | | | | | | 10-Q/A | | | | | | 8/10/2020 | | | | | | 4.19 | | | | | | | | |

| [removed: 4.53] [added: 4.62] | | | | | | [Indenture, dated as of September 11, 2013, by and between Sprint Corporation and The Bank of New York Mellon Trust Company, N.A.](https://www.sec.gov/Archives/edgar/data/101830/000119312513363971/d595935dex41.htm) | | | | | | 8-K (SEC File No. 001-04721) | | | | | | 9/11/2013 | | | | | | 4.1 | | | | | | | | |

| [removed: 4.54] [added: 4.63] | | | | | | [removed: [Second] [added: [Third] Supplemental Indenture, dated as of [removed: September 11,] [added: December 12,] 2013, by and among Sprint Corporation, Sprint Communications, Inc. and The Bank of New York Mellon Trust Company, [removed: N.A.](https://www.sec.gov/Archives/edgar/data/101830/000119312513363971/d595935dex43.htm)] [added: N.A.](https://www.sec.gov/Archives/edgar/data/101830/000119312513471367/d642228dex41.htm)] | | | | | | 8-K (SEC File No. 001-04721) | | | | | | [removed: 9/11/2013] [added: 12/12/2013] | | | | | | [removed: 4.3] [added: 4.1] | | | | | | | | |

| [removed: 4.55] [added: 4.64] | | | | | | [removed: [Third] [added: [Fourth] Supplemental Indenture, dated as of [removed: December 12, 2013,] [added: February 24, 2015,] by and among Sprint Corporation, Sprint Communications, Inc. and The Bank of New York Mellon Trust Company, [removed: N.A.](https://www.sec.gov/Archives/edgar/data/101830/000119312513471367/d642228dex41.htm)] [added: N.A.](https://www.sec.gov/Archives/edgar/data/101830/000119312515059798/d878249dex41.htm)] | | | | | | 8-K (SEC File No. 001-04721) | | | | | | [removed: 12/12/2013] [added: 2/24/2015] | | | | | | 4.1 | | | | | | | | |

| [removed: 4.56] [added: 4.65] | | | | | | [removed: [Fourth] [added: [Fifth] Supplemental Indenture, dated as of February [removed: 24, 2015,] [added: 22, 2018,] by and among Sprint Corporation, Sprint Communications, [removed: Inc.] [added: Inc.,] and The Bank of New York Mellon Trust Company, [removed: N.A.](https://www.sec.gov/Archives/edgar/data/101830/000119312515059798/d878249dex41.htm)] [added: N.A.](https://www.sec.gov/Archives/edgar/data/101830/000119312518054252/d543742dex41.htm)] | | | | | | 8-K (SEC File No. 001-04721) | | | | | | [removed: 2/24/2015] [added: 2/22/2018] | | | | | | 4.1 | | | | | | | | |

| [removed: 4.57] [added: 4.66] | | | | | | [removed: [Fifth] [added: [Sixth] Supplemental Indenture, dated as of [removed: February 22,] [added: May 14,] 2018, by and [removed: among Sprint Corporation,] [added: between] Sprint [removed: Communications, Inc.,] [added: Corporation] and The Bank of New York Mellon Trust Company, [removed: N.A.](https://www.sec.gov/Archives/edgar/data/101830/000119312518054252/d543742dex41.htm)] [added: N.A.](https://www.sec.gov/Archives/edgar/data/101830/000119312518162808/d588580dex41.htm)] | | | | | | 8-K (SEC File No. 001-04721) | | | | | | [removed: 2/22/2018] [added: 5/14/2018] | | | | | | 4.1 | | | | | | | | |

| [removed: 4.58] [added: 4.71] | | | | | | [removed: [Sixth] [added: [Second] Supplemental Indenture, dated as of [removed: May 14,] [added: June 6,] 2018, [added: to the Indenture, dated as of October 27, 2016,] by and [removed: between] [added: among] Sprint [removed: Corporation] [added: Spectrum Co LLC, Sprint Spectrum Co II LLC, Sprint Spectrum Co III LLC] and [removed: The] [added: Deutsche] Bank [removed: of New York Mellon] Trust [removed: Company, N.A.](https://www.sec.gov/Archives/edgar/data/101830/000119312518162808/d588580dex41.htm)] [added: Company Americas as trustee.](https://www.sec.gov/Archives/edgar/data/101830/000119312518185782/d582178dex41.htm)] | | | | | | 8-K (SEC File No. 001-04721) | | | | | | [removed: 5/14/2018] [added: 6/6/2018] | | | | | | 4.1 | | | | | | | | |

| [removed: 4.59] [added: 4.67] | | | | | | [Eighth Supplemental Indenture, dated as of April 1, 2020, by and among Sprint Corporation, Sprint Communications, Inc., T-Mobile US, Inc., T-Mobile USA, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee.](https://www.sec.gov/Archives/edgar/data/1283699/000119312520214220/d87105dex436.htm) | | | | | | 10-Q/A | | | | | | 8/10/2020 | | | | | | 4.36 | | | | | | | | |

| [removed: 4.60] [added: 4.69] | | | | | | [Indenture, dated as of October 27, 2016, by and among Sprint Spectrum Co LLC, Sprint Spectrum Co II LLC, Sprint Spectrum Co III LLC and Deutsche Bank Trust Company Americas, as Trustee and Securities Intermediary.](https://www.sec.gov/Archives/edgar/data/101830/000119312516757243/d260700dex41.htm) | | | | | | 8-K (SEC File No. 001-04721) | | | | | | 11/2/2016 | | | | | | 4.1 | | | | | | | | |

| [removed: 4.61] [added: 4.70] | | | | | | [First Supplemental Indenture, dated as of March 12, 2018, by and among Sprint Spectrum Co LLC, Sprint Spectrum Co II LLC, Sprint Spectrum Co III LLC and Deutsche Bank Trust Company Americas, as trustee and securities intermediary.](https://www.sec.gov/Archives/edgar/data/101830/000119312518078280/d531728dex41.htm) | | | | | | 8-K (SEC File No. 001-04721) | | | | | | 3/12/2018 | | | | | | 4.1 | | | | | | | | |

| [removed: 4.62] [added: 4.72] | | | | | | [removed: [Second] [added: [Third] Supplemental Indenture, dated as of [removed: June 6,] [added: December 10,] 2018, [removed: to the Indenture, dated as of October 27, 2016,] by and among Sprint Spectrum Co LLC, Sprint Spectrum Co II LLC, Sprint Spectrum Co III LLC and Deutsche Bank Trust Company [removed: Americas] [added: Americas,] as [removed: trustee.](https://www.sec.gov/Archives/edgar/data/101830/000119312518185782/d582178dex41.htm)] [added: trustee and securities intermediary.](https://www.sec.gov/Archives/edgar/data/101830/000010183019000009/sprintcorpdec-2018ex41.htm)] | | | | | | [removed: 8-K] [added: 10-Q] (SEC File No. 001-04721) | | | | | | [removed: 6/6/2018] [added: 1/31/2019] | | | | | | 4.1 | | | | | | | | |

| [removed: 4.63] [added: 4.73] | | | | | | [removed: [Third Supplemental Indenture,] [added: [Series 2018-1 Supplement,] dated as of [removed: December 10, 2018,] [added: March 21, 2018] by and among Sprint Spectrum Co LLC, Sprint Spectrum Co II LLC, Sprint Spectrum Co III LLC and Deutsche Bank Trust Company Americas, as trustee and securities [removed: intermediary.](https://www.sec.gov/Archives/edgar/data/101830/000010183019000009/sprintcorpdec-2018ex41.htm)] [added: intermediary.](https://www.sec.gov/Archives/edgar/data/101830/000119312518090723/d551931dex101.htm)] | | | | | | [removed: 10-Q] [added: 8-K] (SEC File No. 001-04721) | | | | | | [removed: 1/31/2019] [added: 3/21/2018] | | | | | | [removed: 4.1] [added: 10.1] | | | | | | | | |

| [removed: 4.64] [added: 10.23] | | | | | | [removed: [Series 2018-1 Supplement, dated as of March 21, 2018 by] [added: [Guarantee] and [added: Collateral Agreement, dated October 27, 2016,] among [added: Deutsche Bank Trust Company Americas,] Sprint Spectrum [removed: Co] [added: PledgeCo] LLC, Sprint Spectrum [removed: Co] [added: PledgeCo] II LLC, Sprint Spectrum [removed: Co] [added: PledgeCo] III [added: LLC, Sprint Spectrum License Holder LLC, Sprint Spectrum License Holder II] LLC and [removed: Deutsche Bank Trust Company Americas, as trustee and securities intermediary.](https://www.sec.gov/Archives/edgar/data/101830/000119312518090723/d551931dex101.htm)] [added: Sprint Spectrum License Holder III LLC.](https://www.sec.gov/Archives/edgar/data/101830/000119312516757243/d260700dex101.htm)] | | | | | | 8-K (SEC File No. 001-04721) | | | | | | [removed: 3/21/2018] [added: 11/2/2016] | | | | | | 10.1 | | | | | | | | |

| [removed: 4.65] [added: 4.74] | | | | | | [Proxy, Lock-Up and ROFR Agreement, dated as of April 1, 2020, by and between Deutsche Telekom AG and SoftBank Group Corp.](https://www.sec.gov/Archives/edgar/data/1283699/000114036120007831/ex99_6.htm) | | | | | | 13D | | | | | | 4/2/2020 | | | | | | 6 | | | | | | | | |

| [removed: 4.67] [added: 4.75] | | | | | | [Description of [removed: Securities.](https://www.sec.gov/Archives/edgar/data/1283699/000128369922000018/tmus12312021ex475.htm)] [added: Securities.](https://www.sec.gov/Archives/edgar/data/1283699/000128369924000008/tmus12312023ex475.htm)] | | | | | | [removed: 10-K] | | | | | | [removed: 2/11/2022] | | | | | | [removed: 4.75] | | | | | | [added: X] | | |

| [removed: 10.21] [added: 10.22] | | | | | | [Amended and Restated Credit Agreement, dated October 17, 2022, by and among T-Mobile USA, Inc., the lenders, swingline lenders and L/C issuers party thereto, and JPMorgan Chase Bank, N.A., as administrative agent.](https://www.sec.gov/Archives/edgar/data/1283699/000128369923000016/tmus12312022ex1021.htm) | | | | | | [added: 10-K] | | | | | | [added: 2/14/2023] | | | | | | [added: 10.21] | | | | | | [removed: X] | | |

| [removed: 10.22] [added: 10.24] | | | | | | [removed: [Guarantee and Collateral] [added: [Intra-Company Spectrum Lease] Agreement, dated [added: as of] October 27, 2016, among [removed: Deutsche Bank Trust Company Americas,] Sprint Spectrum [removed: PledgeCo LLC, Sprint Spectrum PledgeCo II LLC, Sprint Spectrum PledgeCo III LLC, Sprint Spectrum] License Holder LLC, Sprint Spectrum License Holder II LLC and Sprint Spectrum License Holder III [removed: LLC.](https://www.sec.gov/Archives/edgar/data/101830/000119312516757243/d260700dex101.htm)] [added: LLC, Sprint Communications, Inc., Sprint Intermediate HoldCo LLC, Sprint Intermediate HoldCo II LLC, Sprint Intermediate HoldCo III LLC and the guarantors.](https://www.sec.gov/Archives/edgar/data/101830/000119312516757243/d260700dex102.htm)] | | | | | | 8-K (SEC File No. 001-04721) | | | | | | 11/2/2016 | | | | | | [removed: 10.1] [added: 10.2] | | | | | | | | |

| [removed: 10.23] [added: 10.26] | | | | | | [removed: [Intra-Company] [added: [Second Amendment to Intra-Company] Spectrum Lease Agreement, dated as of [removed: October 27, 2016,] [added: June 6, 2018,] among Sprint Spectrum License [removed: Holder] [added: Holder,] LLC, Sprint Spectrum License Holder II LLC and Sprint Spectrum License Holder III LLC, Sprint Communications, Inc., Sprint Intermediate HoldCo LLC, Sprint Intermediate HoldCo II LLC, Sprint Intermediate HoldCo III [removed: LLC] [added: LLC, Sprint Corporation] and the [removed: guarantors.](https://www.sec.gov/Archives/edgar/data/101830/000119312516757243/d260700dex102.htm)] [added: subsidiary guarantors.](https://www.sec.gov/Archives/edgar/data/101830/000119312518185782/d582178dex101.htm)] | | | | | | 8-K (SEC File No. 001-04721) | | | | | | [removed: 11/2/2016] [added: 6/6/2018] | | | | | | [removed: 10.2] [added: 10.1] | | | | | | | | |

| [removed: 10.24] [added: 10.25] | | | | | | [First Amendment to Intra-Company Spectrum Lease Agreement, dated as of March 12, 2018, among Sprint Spectrum License Holder, LLC, Sprint Spectrum License Holder II LLC and Sprint Spectrum License Holder III LLC, Sprint Communications, Inc., Sprint Intermediate HoldCo LLC, Sprint Intermediate HoldCo II LLC, Sprint Intermediate HoldCo III LLC.](https://www.sec.gov/Archives/edgar/data/101830/000119312518078280/d531728dex101.htm) | | | | | | 8-K (SEC File No. 001-04721) | | | | | | 3/12/2018 | | | | | | 10.1 | | | | | | | | |

| [removed: 10.26] [added: 10.27] | | | | | | [Guarantee Assumption Agreement, dated as of April 1, 2020, by and among Sprint Spectrum License Holder, LLC, Sprint Spectrum License Holder II LLC, Sprint Spectrum License Holder III LLC, T-Mobile, T-Mobile USA and certain subsidiary guarantors.](https://www.sec.gov/Archives/edgar/data/1283699/000119312520214220/d87105dex1013.htm) | | | | | | 10-Q/A | | | | | | 8/10/2020 | | | | | | 10.13 | | | | | | | | |

| [removed: 10.27] [added: 10.28] | | | | | | [Guarantee Assumption Agreement, dated as of March 30, 2021, by and among Sprint Spectrum License Holder, LLC, Sprint Spectrum License Holder II LLC, Sprint Spectrum License Holder III LLC and certain subsidiary guarantors.](https://www.sec.gov/Archives/edgar/data/1283699/000128369921000150/ng_tmus06302021ex103.htm) | | | | | | 10-Q | | | | | | 8/3/2021 | | | | | | 10.3 | | | | | | | | |

| [removed: 10.28] [added: 10.29] | | | | | | [Master Framework Agreement, dated as of June 22, 2020, by and among SoftBank Group Corp., SoftBank Group Capital Ltd, Delaware Project 4 L.L.C., Delaware Project 6 L.L.C., Claure Mobile LLC, Deutsche Telekom AG, T-Mobile US, Inc. and T-Mobile Agent LLC.](http://www.sec.gov/Archives/edgar/data/1283699/000114036120014904/nt10012922x6_ex10-1.htm) | | | | | | 8-K | | | | | | 6/26/2020 | | | | | | 10.1 | | | | | | | | |

| [removed: 10.29] [added: 10.30] | | | | | | [Term Sheet, dated as of June 15, 2022, by and between the Company and DISH Network Corporation.](https://www.sec.gov/Archives/edgar/data/1283699/000128369922000117/tmus06302022ex101.htm) | | | | | | 10-Q | | | | | | 7/29/2022 | | | | | | 10.1 | | | | | | | | |