T-Mobile US (TMUS) 10-K risk factor changes: FY2024 vs FY2023

Our business, financial condition, liquidity, or operating results, as well as the price of our common stock and other securities, could be materially [added: and] adversely affected by any of these risks.

If we are unable to attract and retain customers, our business, financial [removed: conditions,] [added: condition,] and operating results would be negatively affected.

As the industry reaches [removed: saturation with a relatively fixed pool of customers,] [added: saturation,] competition [added: in all market segments, including prepaid, postpaid, enterprise and government customers] will likely further intensify, putting pressure on pricing [removed: and] [added: and/or] margins for us and all our competitors.

Our ability to attract and retain customers will depend on [removed: key factors] [added: multiple factors,] such as network quality and capacity, customer service excellence, effective marketing strategies, competitive pricing, [removed: and] compelling value [removed: propositions.][added: propositions, and distribution and logistics capabilities.]

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

We have seen and expect to continue to see intense competition in all market segments from traditional Mobile Network Operators [removed: (MNOs),] [added: (“MNOs”),] such as AT&T and Verizon, [removed: particularly as they invest] [added: who have each invested heavily] in spectrum, their wireless [removed: network] [added: networks,] and [removed: services,] [added: services] and device promotions, and [removed: DISH] [added: DISH,] as it continues to build out its wireless network and roll out services.

Numerous other [removed: 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.

In [added: the market for] broadband [removed: connectivity] services, [removed: AT&T and] [added: traditional cable providers, AT&T,] Verizon, [removed: as well as numerous] [added: and] other [removed: players,] [added: players] such as satellite [removed: providers] and [removed: cable companies,] [added: fiber providers, all] compete for [removed: customers in an increasingly competitive environment.][added: customers.]

If we are unable to compete effectively in attracting and retaining [removed: customers,] [added: customers in markets where we operate,] it could negatively impact our business, financial condition, and operating results.

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

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

Additionally, to offer services to our customers and operate our business, we utilize [removed: a number of] [added: several] applications and systems, including those we own and [removed: operate] [added: operate, such] as [added: our wireless network, as] well as others provided [added: to us] by [removed: third-party providers,] [added: third parties,] such as cloud [removed: services] [added: service providers and SaaS companies] (collectively, “Systems”).

We are subject to persistent cyberattacks and threats to our business from [removed: a variety of] bad [removed: actors, many of whom attempt] [added: actors seeking] to gain unauthorized access to [removed: and compromise] Confidential Information and [removed: Systems.][added: compromise Systems to undermine availability or integrity.]

In some cases, [removed: the] [added: these] bad actors exploit bugs, errors, misconfigurations or other vulnerabilities in our Systems to obtain Confidential Information.

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

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

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

Some [removed: of these persons] [added: actors] reside in jurisdictions where law enforcement measures to address such attacks are ineffective or [removed: unavailable, and such attacks may even be perpetrated by or at the behest of foreign governments.][added: unavailable.]

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

For more information, see “– Contingencies and Litigation – Litigation and Regulatory Matters” in [Note [removed: 17] [added: 18] – Commitments and [removed: Contingencies](#i5738056250da41429872081f98976250_97)] [added: Contingencies](#i74564af84967428cb924f8cbc6ef21c3_112)] of the Notes to the Consolidated Financial Statements.

In addition to the August 2021 cyberattack and the January 2023 cyberattack, we have experienced [removed: other] unrelated non-material incidents involving unauthorized access to certain Confidential Information and Systems.

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

Our procedures and safeguards to prevent unauthorized access to Confidential Information and to defend against cyberattacks seeking to disrupt our operations must be continually evaluated and enhanced to address the ever-evolving threat landscape and changing cybersecurity [removed: regulations.][added: regulations, including while we adapt complex digital transformation efforts.]

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

We also expect that threat actors will continue to gain sophistication including in the use of tools and techniques (such as [removed: artificial intelligence)] [added: AI)] 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.

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

Our future success depends in substantial part on our ability to [added: attract,] recruit, hire, motivate, develop, and retain talented personnel [added: possessing the qualifications, experiences, capabilities and skills we need] for all areas of our organization, including our CEO and members of our senior leadership team.

Both external factors, such as fluctuations in economic and industry conditions, changes in U.S. immigration policies, [added: regulatory changes, political forces] 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.

System failures and business disruptions may prevent us from providing reliable service, which could materially [added: and] adversely affect our reputation and financial condition.

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

System, network, or infrastructure failures resulting from [removed: a number] [added: one] of [added: several potential] causes may prevent us from providing reliable [removed: service.][added: service or otherwise operate our business.]

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

We continue to [added: acquire and] deploy [added: new] spectrum to expand and deepen our 5G coverage, maintain our quality of service, meet increasing [added: or changing] customer demands, and deploy new technologies.

In order to expand and differentiate [added: our services] from our competitors, we will continue to actively seek to make additional [removed: investment] [added: investments] in [added: new] spectrum, which could be significant.

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

[removed: In addition,] [added: However,] we may be unable to secure the [added: additional] spectrum necessary to maintain or enhance our competitive position [removed: in any auction we may elect to participate in or in the secondary market,] on favorable terms or at all.

If we cannot acquire needed spectrum from the government or otherwise, if competitors acquire spectrum that will allow them to provide services competitive with our services, or if we cannot deploy services over acquired spectrum on a timely basis without burdensome conditions, at reasonable cost, and while maintaining network quality levels, our ability to attract and retain customers and our business, financial condition and operating results could be materially [added: and] adversely affected.

[removed: These Government Commitments include,] [added: Additionally, in connection with our merger (the “Merger”) with Sprint Corporation (“Sprint”) and related transactions, including the acquisition by DISH of certain prepaid wireless business (the “Prepaid Transaction” and, collectively, the “Transactions”), we agreed to fulfill various government commitments (the “Government Commitments”), including,] among [removed: other things,] [added: others,] extensive 5G network [removed: build-out commitments, obligations to deliver] [added: build-out, delivering] high-speed wireless services to the vast majority of Americans and marketing our in-home fixed wireless product to households where spectrum capacity is [removed: sufficient.][added: sufficient, as well as commitments related to national security, pricing and availability of rate plans.]

Any failure to fulfill our obligations under [removed: these] [added: the] Government Commitments [added: and the MNSA] in a timely manner could result in substantial fines, penalties, or other legal and administrative [removed: actions and/or] [added: actions, liabilities, and] reputational harm.

expanding our customer base.

To complement our fixed wireless service, we have agreed to enter into joint venture agreements aimed at establishing a robust fiber wireline network in certain geographic regions that we believe will complement our fixed wireless services in those areas.

However, these partnerships also involve inherent risks.

See *“Any acquisition, divestiture, investment, joint venture or merger may subject us to significant risks, any of which may harm our business”* for further discussions of such risks.

Although we regularly work to identify, track and remedy any security vulnerabilities, given the complex nature of our Systems and the tools that are available to us, we may be unable to identify vulnerabilities in a timely manner, or to apply patches or compensating measures that address such vulnerabilities, before bad actors can exploit them.

The exploitation of a security vulnerability before patches or measures are applied could materially compromise Confidential Information and Systems.

Additionally, our Systems include components from third parties or fourth parties we do not control and may have compromises, defects, flaws, or design errors unknown to us.

As a result of the previously disclosed cyberattacks in August 2021 and January 2023, we incurred significant costs in connection with, among other things, responding to and resolving mass arbitration claims, multiple class action lawsuits and an FCC investigation.

In November 2024, it was publicly reported that a nation-state actor called “Salt Typhoon” successfully infiltrated the telecommunications networks of certain of our competitors to obtain information on their customers.

While we have no evidence that any of our Systems or Confidential Information were impacted in any significant way, we may face similar attempts in the future.

If we fail to timely adopt and effectively deploy emerging network technologies, our competitive position could erode, which may adversely affect our business, financial condition, and operating results.

Our competitive advantage and reputation depend on our ability to provide industry-leading network coverage, speed, and reliability.

While we have established a leadership position in 5G, the communications industry evolves rapidly, and emerging technologies – such as AI-driven Radio Access Networks (“AI-RAN”) and the potential transition to 6G – may redefine network standards and increase customer expectations.

To stay ahead, we are investing in strategic collaborations with third parties, such as AI-RAN partnerships, to develop technologies that are intended to advance our network capabilities.

Despite these efforts, we may encounter technical challenges, regulatory hurdles, supply chain constraints, or unexpected delays in developing and deploying new network technologies.

If we fail to anticipate market trends, efficiently integrate innovative solutions into our network, or maintain the quality and reliability of our network, our market share and competitive standing could erode, adversely impacting our business and operating results.

If we fail to effectively execute our digital transformation and drive customer and employee adoption of emerging technologies, our competitive position and financial performance could be materially harmed.

We are engaged in complex digital transformation efforts intended to streamline operations, enhance customer experience, and improve our overall competitiveness.

These initiatives involve integrating emerging and rapidly evolving technologies, reconfiguring internal processes, and implementing advanced data analytics and AI-driven tools, including those developed through our partnerships with a number of third-party providers.

The successful execution of our planned transformation is

subject to significant uncertainties.

For example, we may face challenges in harmonizing complex system architectures, integrating new platforms with legacy infrastructure, and managing large volumes of data from disparate sources.

We must also maintain rigorous data security and privacy safeguards, ensure our AI-driven solutions comply with evolving regulatory standards, and mitigate potential issues such as algorithmic bias or unintended operational disruptions.

Additionally, implementing these digital solutions often requires substantial capital and operational expenditures, extensive employee training, specialized skill sets that may be difficult to source, and close coordination with multiple third-party vendors and partners.

If we fail to execute these initiatives effectively, our ability to realize the intended benefits of digital transformation may be compromised.

Even if we successfully deploy these capabilities, customer adoption and employee acceptance may be slower than anticipated, diminishing the expected improvements to efficiency, service quality, or revenue generation.

This could materially and adversely affect our competitive position, financial performance, and brand reputation.

Succession planning to ensure effective transfer of knowledge and a seamless transition when key personnel depart is also important to our long-term success.

Additionally, as we continue to make significant investments in new technologies and new business areas, we are increasingly dependent on being able to hire and retain technically skilled employees, including those with expertise in AI and machine learning.

Additionally, the FCC may be unable to make sufficient additional spectrum available for auction to meet the demand from all interested parties.

As a result, any such spectrum that is made available at auction may be subject to heightened competition and priced beyond levels we are able or willing to pay.

Even if new spectrum becomes available to us, the FCC or other government entities may impose conditions on the acquisition and use of such spectrum, such as the configuration or geographic areas in which the spectrum may be deployed.

These conditions may substantially increase the costs we incur or negatively affect the value of the spectrum to our business.

- increased interest expense and leverage or limits on other uses of cash;

- risks of entering markets in which the Company has no or limited experience and where competitors have stronger market positions;

We have entered into joint venture agreements aimed at establishing a robust fiber broadband network that complements our fixed wireless services.

Once closed, differences in views among the joint venture participants may result in delayed decisions or disputes.

Operating through joint ventures in which we do not hold a majority ownership interest results in us having limited control over many decisions made with respect to the businesses of the joint ventures.

We also cannot control the actions of our joint venture partners.

These joint ventures may not be subject to the same requirements regarding internal controls and internal

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

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

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.

Our investigation 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 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.

If we are unable to take advantage of technological developments on a timely basis, we may experience a decline in demand for our services or face challenges in implementing or evolving our business strategy.

In order to grow and remain competitive, we will need to adapt to changes in available technology, including artificial intelligence and machine learning, continually invest in our network, increase network capacity, enhance our existing 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

migration of customers from older technologies.

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

Adopting new and sophisticated technologies may result in implementation issues, such as scheduling and supplier delays, unexpected or increased costs, technological constraints, regulatory permitting issues, customer dissatisfaction, and other issues that could cause delays in launching new technological capabilities, which in turn could result in significant costs or reduce the anticipated benefits of the upgrades.

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

Additionally, increased interest from third parties in acquiring spectrum may make it difficult to

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

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.

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

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

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.

The challenges in satisfying the large number of Government Commitments in the required time frames and the significant cumulative cost incurred in tracking, monitoring, and complying with them over multiple years could continue to adversely impact our business, financial condition, and operating results.

In connection with the regulatory proceedings and approvals required to close the Transactions, we agreed to fulfill various Government Commitments.

Other Government Commitments relate to national security, pricing and availability of rate plans, employment, substantial monetary contributions to support several different organizations, and implementation of diversity, equity and inclusion initiatives.

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

We expect to continue incurring significant costs, expenses, and fees to track, monitor, comply with and fulfill our obligations under these Government Commitments over a number of years.

In addition, abiding by the Government Commitments may divert our management’s time and energy away from other business operations and could force us to make business decisions we would not otherwise make and forego taking actions that might be beneficial to the Company.

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 condition, and operating results and hinder our ability to effectively compete.

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

Pursuant to the MNSA, DISH will receive network services from the Company for a period of seven years.

As set forth in the MNSA, the Company 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.

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.

In such instance, absent prior approval from the U.S. Department of Justice, T-Mobile is required to conduct an auction sale of all of Sprint’s 800 MHz spectrum under the terms set forth in the 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 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 expenses or liabilities associated with the Prepaid Transaction, the occurrence of which could materially impact our business, financial condition, 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 have greater resources and scale advantages as compared to us.

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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] included in [Part II, Item [removed: 8](#i5738056250da41429872081f98976250_13)] [added: 8](#i74564af84967428cb924f8cbc6ef21c3_13)] of this Form 10-K.

[removed: Sprint Merger, Network Integration] [added: - A decrease of $472 million in Merger-related costs related to network decommissioning] and [removed: Decommissioning Activities][added: integration;]

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

See “Adjusted EBITDA and Core Adjusted EBITDA” in the “[Performance [removed: Measures](#i5738056250da41429872081f98976250_166)”] [added: Measures](#i74564af84967428cb924f8cbc6ef21c3_184)”] section of this MD&A.

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

| (in millions) | | | | | | | | | | | | | | | Year Ended December 31, | | | | | | | | | | | | | | | | | | [removed: 2023] [added: 2024] Versus [removed: 2022] [added: 2023] | | | | | | | | | | | | [removed: 2022] [added: 2023] Versus [removed: 2021] [added: 2022] | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | $ Change | | | | | | % Change | | | | | | $ Change | | | | | | % Change | | | | | |

| Cost of services, exclusive of depreciation and amortization | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | [removed: 652] [added: 180] | | | | | $ | [removed: 2,670] [added: 652] | | | | | $ | [removed: 1,015] [added: 2,670] | | | | | $ | [removed: (2,018)] [added: (472)] | | | | | [removed: (76)] [added: (72)] | | % | | | | $ | [removed: 1,655] [added: (2,018)] | | | | | [removed: 163] [added: (76)] | | % |

| Cost of equipment sales, exclusive of depreciation and amortization | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: (12)] [added: —] | | | | | | [removed: 1,524] [added: (12)] | | | | | | [removed: 1,018] [added: 1,524] | | | | | | [removed: (1,536)] [added: 12] | | | | | | [removed: (101)] [added: (100)] | | % | | | | [removed: 506] [added: (1,536)] | | | | | | [removed: 50] [added: (101)] | | % |

| Selling, general and administrative | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 394] [added: (59)] | | | | | | [removed: 775] [added: 394] | | | | | | [removed: 1,074] [added: 775] | | | | | | [removed: (381)] [added: (453)] | | | | | | [removed: (49)] [added: (115)] | | % | | | | [removed: (299)] [added: (381)] | | | | | | [removed: (28)] [added: (49)] | | % |

| Total Merger-related costs | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | [removed: 1,034] [added: 121] | | | | | $ | [removed: 4,969] [added: 1,034] | | | | | $ | [removed: 3,107] [added: 4,969] | | | | | $ | [removed: (3,935)] [added: (913)] | | | | | [removed: (79)] [added: (88)] | | % | | | | $ | [removed: 1,862] [added: (3,935)] | | | | | [removed: 60] [added: (79)] | | % |

| Net cash payments for Merger-related costs | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | [removed: 1,973] [added: 767] | | | | | $ | [removed: 3,364] [added: 1,973] | | | | | $ | [removed: 2,170] [added: 3,364] | | | | | $ | [removed: (1,391)] [added: (1,206)] | | | | | [removed: (41)] [added: (61)] | | % | | | | $ | [removed: 1,194] [added: (1,391)] | | | | | [removed: 55] [added: (41)] | | % |

We [removed: expect] [added: have incurred, and will incur, substantial expenses] to [removed: incur] [added: comply with the Government Commitments, and we have incurred] all of the remaining restructuring and integration costs associated with the [removed: Merger by the first half of 2024,] [added: Merger,] with the cash [removed: expenditure] [added: expenditures] for the Merger-related costs extending beyond 2024.

See [added: “Postpaid ARPA” in] the “[Performance [removed: Measures](#i5738056250da41429872081f98976250_166)”] [added: Measures](#i74564af84967428cb924f8cbc6ef21c3_184)”] section of this [removed: MD&A for more details.][added: MD&A.]

For more information regarding our [removed: restructuring activities,] [added: debt financing transactions,] see [Note [removed: 18] [added: 9] – [removed: Restructuring Costs](#i5738056250da41429872081f98976250_103)] [added: Debt](#i74564af84967428cb924f8cbc6ef21c3_430)] of the Notes to the Consolidated Financial Statements.

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 [removed: functions] [added: functions,] and some technology roles.

For more information regarding [removed: this non-cash impairment,] [added: the Ka’ena Acquisition,] see [Note [removed: 14] [added: 2] – [removed: Wireline](#i5738056250da41429872081f98976250_91)] [added: Business Combinations](#i74564af84967428cb924f8cbc6ef21c3_43)] of the Notes to the Consolidated Financial Statements.

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

For more information regarding the [removed: Wireline Sale Agreement,] [added: Ka’ena Acquisition,] see [Note [removed: 14] [added: 2] – [removed: Wireline](#i5738056250da41429872081f98976250_91)] [added: Business Combinations](#i74564af84967428cb924f8cbc6ef21c3_43)] of the Notes to the Consolidated Financial Statements.

The [added: total] purchase price is [removed: variable] [added: variable,] dependent upon specified performance indicators of [removed: Ka’ena during certain periods before and after closing] [added: Ka’ena,] and consists of an upfront payment [removed: at closing of] [added: on] the [removed: transaction, subject to certain agreed-upon working capital and other adjustments,] [added: Acquisition Date] and [removed: a variable] [added: an] earnout payable [removed: 24 months after closing of the transaction.][added: on August 1, 2026.]

The acquisition is subject to certain customary closing conditions, including certain regulatory approvals, and is expected to close [removed: by the end of] [added: in] the first quarter of [removed: 2024.][added: 2025.]

In [removed: 2024,] [added: 2025,] we expect Postpaid service revenues to continue to grow, primarily due to continued postpaid account and customer growth as well as [removed: Postpaid] [added: postpaid] Average Revenue per Account [removed: (“postpaid ARPA”)] [added: (“ARPA”)] growth driven by the execution of our strategy to continuously deepen our account relationships, including growth in High Speed Internet.

We also expect an increase in [removed: Prepaid revenues, partially offset by a decrease in Wholesale and other] service [removed: revenues,] [added: revenues] upon the closing of our previously announced [added: joint ventures and] acquisition of [removed: Ka’ena.][added: UScellular.]

In addition, Wholesale and other service revenues are expected to continue to decline [removed: due to the migration by Verizon of legacy TracFone customers off of the T-Mobile network and] [added: primarily] as DISH services more of its Boost customers with their standalone network.

In [removed: 2024,] [added: 2025,] we expect Total operating expenses to increase, primarily driven by higher Depreciation and amortization from assets placed into service associated with [removed: the accelerated] [added: our continued] build-out of our nationwide 5G [removed: network and the acceleration of certain technology assets as we continue to modernize our network and technology systems and platforms,] [added: network,] as well as higher Cost of equipment sales, driven by higher expected unit sales from a growing customer base.

To date, price inflation has not had a significant impact on our operations as we have fixed rates established through long-term contracts for many of our most significant costs, including [added: for many of our] tower agreements and backhaul contracts.

Similarly, our exposure to the impact of rising interest rates is limited, primarily to any new debt issuances or draws on our [removed: revolving credit facility,] [added: Revolving Credit Facility (as defined below),] as interest is paid on our Senior Notes at a fixed rate.

| | | | | | | | | | | | | | | | Year Ended December 31, | | | | | | | | | | | | | | | | | | [removed: 2023] [added: 2024] Versus [removed: 2022] [added: 2023] | | | | | | | | | | | | [removed: 2022] [added: 2023] Versus [removed: 2021] [added: 2022] | | | | | | | | | | | | | | | | | | | | |

| (in millions) | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | $ Change | | | | | | % Change | | | | | | $ Change | | | | | | % Change | | |

| Postpaid revenues | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | [removed: 48,692] [added: 52,340] | | | | | $ | [removed: 45,919] [added: 48,692] | | | | | $ | [removed: 42,562] [added: 45,919] | | | | | $ | [removed: 2,773] [added: 3,648] | | | | | [removed: 6] [added: 7] | | % | | | | $ | [removed: 3,357] [added: 2,773] | | | | | [removed: 8] [added: 6] | | % |

| Prepaid revenues | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 9,767] [added: 10,399] | | | | | | [removed: 9,857] [added: 9,767] | | | | | | [removed: 9,733] [added: 9,857] | | | | | | [removed: (90)] [added: 632] | | | | | | [removed: (1)] [added: 6] | | % | | | | [removed: 124] [added: (90)] | | | | | | [removed: 1] [added: (1)] | | % |

| Wholesale and other service revenues | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 4,782] [added: 3,439] | | | | | | [removed: 5,547] [added: 4,782] | | | | | | [removed: 6,074] [added: 5,547] | | | | | | [removed: (765)] [added: (1,343)] | | | | | | [removed: (14)] [added: (28)] | | % | | | | [removed: (527)] [added: (765)] | | | | | | [removed: (9)] [added: (14)] | | % |

| Total service revenues | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 63,241] [added: 66,178] | | | | | | [removed: 61,323] [added: 63,241] | | | | | | [removed: 58,369] [added: 61,323] | | | | | | [removed: 1,918] [added: 2,937] | | | | | | [removed: 3] [added: 5] | | % | | | | [removed: 2,954] [added: 1,918] | | | | | | [removed: 5] [added: 3] | | % |

| Equipment revenues | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 14,138] [added: 14,263] | | | | | | [removed: 17,130] [added: 14,138] | | | | | | [removed: 20,727] [added: 17,130] | | | | | | [removed: (2,992)] [added: 125] | | | | | | [removed: (17)] [added: 1] | | % | | | | [removed: (3,597)] [added: (2,992)] | | | | | | (17) | | % |

| Other revenues | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 1,179] [added: 959] | | | | | | [removed: 1,118] [added: 1,179] | | | | | | [removed: 1,022] [added: 1,118] | | | | | | [removed: 61] [added: (220)] | | | | | | [removed: 5] [added: (19)] | | % | | | | [removed: 96] [added: 61] | | | | | | [removed: 9] [added: 5] | | % |

| Total revenues | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 78,558] [added: 81,400] | | | | | | [removed: 79,571] [added: 78,558] | | | | | | [removed: 80,118] [added: 79,571] | | | | | | [removed: (1,013)] [added: 2,842] | | | | | | [removed: (1)] [added: 4] | | % | | | | [removed: (547)] [added: (1,013)] | | | | | | (1) | | % |

| Cost of services, exclusive of depreciation and amortization shown separately below | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 11,655] [added: 10,771] | | | | | | [removed: 14,666] [added: 11,655] | | | | | | [removed: 13,934] [added: 14,666] | | | | | | [removed: (3,011)] [added: (884)] | | | | | | [removed: (21)] [added: (8)] | | % | | | | [removed: 732] [added: (3,011)] | | | | | | [removed: 5] [added: (21)] | | % |

| Cost of equipment sales, exclusive of depreciation and amortization shown separately below | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 18,533] [added: 18,882] | | | | | | [removed: 21,540] [added: 18,533] | | | | | | [removed: 22,671] [added: 21,540] | | | | | | [removed: (3,007)] [added: 349] | | | | | | [removed: (14)] [added: 2] | | % | | | | [removed: (1,131)] [added: (3,007)] | | | | | | [removed: (5)] [added: (14)] | | % |

| Selling, general and administrative | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 21,311] [added: 20,818] | | | | | | [removed: 21,607] [added: 21,311] | | | | | | [removed: 20,238] [added: 21,607] | | | | | | [removed: (296)] [added: (493)] | | | | | | [removed: (1)] [added: (2)] | | % | | | | [removed: 1,369] [added: (296)] | | | | | | [removed: 7] [added: (1)] | | % |

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

During the year ended December 31, 2024, we recognized a gain for the $100 million extension fee previously paid by DISH associated with the DISH License Purchase Agreement as a reduction to Selling, general and administrative expenses on our Consolidated Statements of Comprehensive Income.

The gain was presented as a reduction in Merger-related costs and excluded from our calculations of Adjusted EBITDA and Core Adjusted EBITDA.

As of June 30, 2024, we have incurred substantially all restructuring and integration costs associated with the Merger and, accordingly, no longer separately disclose Merger-related costs.

The cash payments for the Merger-related costs incurred extend beyond 2024.

See [Note](#i74564af84967428cb924f8cbc6ef21c3_400) [19](#i74564af84967428cb924f8cbc6ef21c3_400) [– Restructuring Costs](#i74564af84967428cb924f8cbc6ef21c3_400) of the Notes to the Consolidated Financial Statements for more information.

See [Note](#i74564af84967428cb924f8cbc6ef21c3_400) [19](#i74564af84967428cb924f8cbc6ef21c3_400) [– Restructuring Costs](#i74564af84967428cb924f8cbc6ef21c3_400) of the Notes to the Consolidated Financial Statements for more information.

Joint Ventures

On April 24, 2024, we entered into a definitive agreement with a fund operated by EQT, Infrastructure VI fund (“Fund VI”), to establish a joint venture between us and Fund VI to acquire Lumos (“Lumos”), a fiber-to-the-home platform, from EQT’s predecessor fund, EQT Infrastructure III.

The arrangement is expected to close in the first half of 2025, subject to customary closing conditions and regulatory approvals.

At closing, we expect to invest approximately $950 million in the joint venture to acquire a 50% equity interest and all existing Lumos fiber customers.

The funds invested by us will be used to fund future fiber builds.

In addition, pursuant to the definitive agreement, we expect to make an additional capital contribution of approximately $500 million in 2027 or 2028 under the existing business plan.

On July 18, 2024, we entered into a definitive agreement with KKR & Co. Inc. (“KKR”) to establish a joint venture to acquire Metronet Holdings, LLC and certain of its affiliates (collectively, “Metronet”), a fiber-to-the-home platform.

This arrangement is expected to close in 2025, subject to customary closing conditions and regulatory approvals.

At closing, we expect to invest approximately $4.9 billion in the joint venture to acquire a 50% equity interest and all existing residential fiber customers, as well as funding the joint venture.

We do not anticipate making further capital contributions following the closing under the existing business plan.

The joint ventures will focus on market identification and selection, build plans, network engineering and design, network deployment, and customer installation, with us owning customer relationships and selling fiber service under the T-Mobile brand.

Upon closing of the transactions, we expect to account for the Lumos and Metronet joint ventures under the equity method of accounting and recognize service revenues for the acquired Lumos and Metronet fiber customers and wholesale costs paid to the joint ventures for network access within Cost of services on our Consolidated Statements of Comprehensive Income.

On May 1, 2024 (the “Acquisition Date”), we completed the merger with Ka’ena Corporation and its subsidiaries, including, among others, Mint Mobile LLC (collectively, “Ka’ena”), and as a result, Ka’ena became a wholly owned subsidiary of T-Mobile (the “Ka’ena Acquisition”).

On the Acquisition Date and in satisfaction of the upfront payment, we transferred $420 million in cash and 3,264,952 shares of T-Mobile common stock valued at $536 million as determined based on its closing market price on April 30, 2024, for a total payment fair value of $956 million.

A portion of the upfront payment made on the Acquisition Date was for the settlement of the preexisting wholesale relationship with Ka’ena.

The amount of the upfront payment was subject to customary adjustments and as a result of such adjustments, $17 million of the upfront payment was returned to T-Mobile during the fourth quarter of 2024, which resulted in a commensurate increase in the maximum payable in satisfaction of the earnout.

Based on the adjusted amount paid upfront, up to an additional $420 million in future cash and T-Mobile common stock is payable in satisfaction of the earnout, dependent upon Ka’ena’s achievement of specified performance indicators.

Prior to the Ka’ena Acquisition, Ka’ena was a wholesale partner of the Company for which we recognized service revenues within Wholesale and other service revenues.

Upon the closing of the Ka’ena Acquisition, this relationship was effectively terminated, and the Company acquired Ka’ena’s prepaid customer relationships and began to recognize service revenues associated with these customers within Prepaid revenues and operating expenses primarily within Selling, general and administrative expenses on our Consolidated Statements of Comprehensive Income subsequent to the Acquisition Date.

Acquisition of UScellular Wireless Operations

On May 24, 2024, we entered into a securities purchase agreement with United States Cellular Corporation (“UScellular”), Telephone and Data Systems, Inc., and USCC Wireless Holdings, LLC, pursuant to which, among other things, we will acquire

substantially all of UScellular’s wireless operations and select spectrum assets for an aggregate purchase price of approximately $4.4 billion, payable in cash and the assumption of up to $2.0 billion of debt through an exchange offer to be made to certain UScellular debtholders prior to closing.

To the extent any debtholders do not participate in the exchange, their bonds will continue as obligations of UScellular, and the cash portion of the purchase price will be correspondingly increased.

The transaction is expected to close in mid-2025, subject to customary closing conditions and receipt of certain regulatory approvals.

Upon closing of the transaction, we expect to account for the UScellular transaction as a business combination and to consolidate the acquired operations.

We expect this transaction will yield approximately $1.0 billion in total annual run rate cost synergies, including operating expense and capital expenditure synergies, upon integration, with total cost to achieve the integration currently estimated at between $2.2 billion to $2.6 billion.

Acquisition of Vistar Media Inc.

On December 20, 2024, we entered into an agreement and plan of merger for the acquisition of 100% of the outstanding capital stock of Vistar Media Inc., a provider of technology solutions for digital-out-of-home advertisements, for a purchase price of approximately $625 million.

The purchase price is subject to certain agreed-upon working capital and other adjustments.

We also expect an increase in Total operating expenses upon the closing of our previously announced joint ventures and acquisition of UScellular.

We expect these increases to be partially offset by synergy realization from the acquisition of UScellular benefiting Cost of services.

Total revenues increased $2.8 billion, or 4%.

- Higher average prepaid customers, primarily from the prepaid customers acquired through the Ka’ena Acquisition; partially offset by

- Lower MVNO revenues, including the impact from the Ka’ena Acquisition, and lower DISH and TracFone MVNO revenue;

Transaction Overview

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

As a result, Sprint and its subsidiaries became wholly owned consolidated subsidiaries of T-Mobile.

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.

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

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.

Network Integration

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

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

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.

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

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

Restructuring

Upon the close of the Merger, we began implementing restructuring initiatives to realize cost efficiencies from the Merger.

The major activities associated with the restructuring initiatives included:

- Contract termination costs associated with rationalization of retail stores, distribution channels, duplicative network and backhaul services and other agreements;

- Severance costs associated with the reduction of redundant processes and functions; and

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

Wireline

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

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

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

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

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

Prior to the closing of the Wireline Transaction, we recognized a pre-tax loss of $1.1 billion during the year ended December 31, 2022, which is included within (Gain) loss on disposal group held for sale on our Consolidated Statements of Comprehensive Income.

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

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.

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.

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 expect these increases to be partially offset by the full year synergy realization from the Merger benefiting Cost of services and Selling, general and administrative expense as well as a significant decrease in Merger-related costs, as substantially all of our restructuring and integration activities have been completed.

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.

Total revenues decreased $1.0 billion, or 1%.

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

- Higher average prepaid customers.

As of December 31, [removed: 2023,] [added: 2024,] we did not have outstanding balances under these facilities.

See [removed: [Note 8 – Debt](#i5738056250da41429872081f98976250_262)] [added: [Note](#i74564af84967428cb924f8cbc6ef21c3_430) [9](#i74564af84967428cb924f8cbc6ef21c3_430) [– Debt](#i74564af84967428cb924f8cbc6ef21c3_430)] of the Notes to the Consolidated Financial Statements for additional information.

[Index for Notes to [removed: the](#i5738056250da41429872081f98976250_31) [Consolidated] [added: the Consolidated] Financial [removed: Statements](#i5738056250da41429872081f98976250_31)][added: Statements](#i74564af84967428cb924f8cbc6ef21c3_34)]

As of December 31, 2024, we held €2.0 billion in EUR-denominated Senior Notes, which are subject to foreign currency exchange rate fluctuations.

We have entered into cross-currency swap agreements that qualify and have been designated as fair value hedges of our EUR-denominated debt, mitigating our exposure to foreign currency transaction gains and losses.

We are inspired by a relentless focus on customer experience, consistently delivering award-winning customer [removed: experience with our “Total Experience” approach,] [added: experience,] which drives our customer satisfaction levels while enabling operational efficiencies.

Our [removed: “layer cake” of spectrum] [added: dense and multi-layer network] provides an unmatched 5G 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 (see “Spectrum Position” below).

As of December 31, [removed: 2023,] [added: 2024,] we provide wireless communications services to [removed: 119.7] [added: 129.5] 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, [removed: T-Mobile and] [added: T-Mobile,] Metro by [removed: T-Mobile,] [added: T-Mobile and Mint Mobile,] through our [added: T-Mobile and Metro by T-Mobile] owned and operated retail stores, as well as through our websites [removed: (www.t-mobile.com and www.metrobyt-mobile.com), T-Mobile] [added: (www.t-mobile.com, www.metrobyt-mobile.com] and [added: www.mintmobile.com), T-Mobile,] Metro by T-Mobile [added: and Mint Mobile] apps, customer care channels and through national retailers.

Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i5738056250da41429872081f98976250_118)] [added: Operations](#i74564af84967428cb924f8cbc6ef21c3_133)] for additional information.

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

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

Our fixed wireless product is available to [added: tens of] millions of domestic households where we currently have excess network capacity, providing, for some consumers, an alternative to traditional landline internet [added: or broadband] service providers and expanding access to and choice for some consumers.

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

We serve prepaid customers under the [removed: T-Mobile and] [added: T-Mobile,] Metro by [removed: T-Mobile] [added: T-Mobile, Mint Mobile and Ultra Mobile] brands.

In [removed: 2023,] [added: 2024,] our service revenues generated by providing wireless communications services by customer category were:

- [removed: 77%] [added: 79%] Postpaid customers;

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

- [removed: 8%] [added: 5%] Wholesale and other services.

Substantially all of our revenues for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] were earned in the United States, including Puerto Rico and the U.S. Virgin Islands.

- We [removed: controlled, or expected to control based on previously announced auction results,] [added: controlled] an average of [removed: 392] [added: 394] MHz of combined low- and mid-band spectrum nationwide as of December 31, [removed: 2023.][added: 2024.]

- An average of [removed: 40] [added: 41] MHz in the 600 MHz band;

- An average of [removed: 182] [added: 184] MHz in the 2.5 GHz band;

- An average of [removed: 12] [added: 11] MHz in the 3.45 GHz band; and

- We controlled an average of [removed: 1,157] [added: 1,033] GHz of combined mmWave spectrum licenses.

- In [removed: August 2022,] [added: September 2023,] we entered into [removed: license purchase agreements] [added: a License Purchase Agreement with Comcast Corporation and its affiliate, Comcast OTR1, LLC (together with Comcast Corporation, “Comcast”)] pursuant to which we will acquire spectrum in the 600 MHz band in exchange for total cash consideration of [removed: $3.5] [added: between $1.2 billion and $3.3] billion.

See [removed: [Note 6 –] [added: [Note](#i74564af84967428cb924f8cbc6ef21c3_64) [7](#i74564af84967428cb924f8cbc6ef21c3_64) [–] Goodwill, Spectrum License Transactions and Other Intangible [removed: Assets](#i5738056250da41429872081f98976250_379)] [added: Assets](#i74564af84967428cb924f8cbc6ef21c3_64)] of the Notes to the Consolidated Financial Statements for additional details.

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

- As of December 31, [removed: 2023,] [added: 2024,] we had equipment deployed on approximately [removed: 80,000] [added: 82,000] macro cell sites and [removed: 48,000] [added: 52,000] small cell/distributed antenna system sites across our network.

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

Competitive factors within the wireless communications services [removed: industry] [added: and broadband industries] include pricing, market saturation, service and product offerings, customer experience, network investment and quality, development and deployment of technologies and regulatory changes.

As of December 31, [removed: 2023,] [added: 2024,] we employed approximately [removed: 67,000] [added: 70,000] full-time and part-time employees, including network, retail, administrative and customer support functions.

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

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

[removed: Diversity, Equity] [added: Belonging] and Inclusion

- Pride; [added: and]

- Veterans & Allies Network; [removed: and]

[removed: Reducing] [added: Efficiencies and Reducing] Our Carbon Footprint

- [removed: Making progress on our] [added: Pursuing a] science-based net-zero [added: emissions] target for [removed: 2040 that includes] [added: 2040, covering] Scope 1, [removed: 2] [added: 2,] and 3 emissions;

- Promoting a circular economy through [removed: our] [added: a robust] device reuse and [removed: recycle program, which collects millions of devices for reuse, resale, and] recycling [removed: annually.][added: program.]

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

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

Congress and the FCC have imposed limitations on foreign ownership of CMRS [removed: licensees that exceed 20% direct ownership or 25% indirect ownership through an entity controlling the licensee.][added: licensees.]

[removed: On] [added: In] April [removed: 27,] 2020, the FCC lifted the restriction on who can hold EBS licenses and the 30-year limitation on lease duration, among other changes.

While a majority of our leases have contractual provisions enabling us to match offers, we may be forced to compete with others to purchase 2.5 GHz licenses on the secondary market [added: and expend additional capital earlier than we may have anticipated.]

Our customers benefit from what we believe is an unmatched combination of value and network quality, unwavering focus on offering them the best possible service experience and undisputable drive for disruptive innovation in wireless and beyond.

As part of our relentless, customer-first focus, we are transforming into an AI-enabled, data-informed, digital-first organization to continue delivering differentiated experiences to our customers.

Leveraging the latest AI technology and digital capabilities, we are pioneering new approaches to serving customers with a platform to better anticipate and proactively solve their issues, offering personalized self-service options and taking authorized actions on their behalf, while simultaneously creating large-format customer experience stores for customers looking for an immersive experience, and increasing investment in domestic customer care.

Our comprehensive T-Life app will further allow us to tap into customer preferences and radically simplify customer experiences in the future.

We believe our spectrum position and focus on technology leadership will continue to drive network differentiation.

Our innovative Customer-Driven Coverage (“CDC”) approach to network investments, and leadership in deploying the latest network technologies including Massive Multiple-input/multiple-out (“Massive MIMO”), Voice over New Radio (“VoNR”), four-carrier and higher order aggregation, dynamic network slicing and the U.S.’s first broad deployment of 5G Advanced, are

enabled by our scaled nationwide 5G standalone network.

We are also part of an alliance working to bring Radio Access Network (“RAN”) and AI innovation closer together to deliver transformational network experiences in the future.

On January 13, 2025, we and Comcast entered into an amendment to the License Purchase Agreement pursuant to which we will acquire additional spectrum.

Subsequent to the amendment, the total cash consideration for the transaction is between $1.2 billion and $3.4 billion.

In addition to our wireless communications services, our High Speed Internet service competes against other broadband providers, including traditional wireline solutions, such as Cable, DSL and Fiber broadband providers, and fixed wireless solutions, including AT&T and Verizon’s fixed wireless products, and Satellite Internet providers.

Our diversity, equity and inclusion efforts are focused on fostering a workplace that helps us better serve our customers and communities across the nation.

We aim to create an environment where employees feel included, valued and empowered, contributing to a stronger, more connected business.

T-Mobile has an inclusive hiring process that seeks diverse talent to be candidates for employment, but all of our hiring decisions continue to be based solely on merit.

Employee Resource Groups (ERGs)

Many of our employees participate in one of six Employee Resource Groups (ERGs) and their sub-groups, which are instrumental in promoting connection.

Each of these groups is open to any and all employees, and there are 38 chapters nationwide that organize volunteer opportunities and local events.

Our ERGs include:

- Eleva Network (focused on the Latino community and allies);

These groups offer immersive experiences, mentorship programs, networking opportunities, and community service projects.

They are designed to help participants grow as professionals and community leaders.

External Diversity Councils

In partnership with civil rights organizations, we had previously established two External Diversity and Inclusion Councils.

These councils offered guidance for our efforts in areas like workforce recruitment, procurement, community investment, and corporate governance.

The work with these external councils concluded as planned after a successful 5-year collaboration and the councils have been dissolved.

Suppliers

T-Mobile considers a broad range of suppliers, including those that are veteran-owned, disability-owned, woman-owned, minority-owned, and LGBT-owned, and we include small and large businesses of all kinds in our procurement processes.

Purchases and contracts are awarded based on the best qualified and most competitive suppliers to enable T-Mobile’s success.

We are actively working to identify efficiencies in our energy usage and reduce our environmental impact by:

- Investing in renewable energy, meeting our RE100 pledge since 2021, through initiatives such as Virtual Power Purchasing Agreements and clean energy projects producing over 3.4 million megawatt hours annually;

- Enhancing energy efficiency in our facilities, including retail stores, data centers, and cell sites; and

Direct foreign ownership in the licensee of more than 20% is prohibited.

Indirect foreign ownership of more than 25% through an entity controlling the licensee must be reviewed and approved by the FCC as not inconsistent with the public interest.

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

In the meantime, the FCC sought to repeal the RIF Order through its adoption of the 2024 Open Internet Order, though the latter was struck down by a federal court of appeals in January 2025.

While most states pursuing net neutrality legislation sought to codify the federal rules repealed by the RIF Order, there are differences in some states.

For example, California has passed separate privacy and net neutrality legislation, while many others have passed privacy laws, and New York has passed a broadband rate-setting law.

A number of states also subject wireless service providers to registration requirements.

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

See [Note 14 – Wireline](#i5738056250da41429872081f98976250_91) for additional information.

The Merger greatly enhanced our spectrum position.

Integration of the spectrum and network assets acquired in the Merger was substantially completed in 2023.

Our integration strategy 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 had decommissioned substantially all targeted Sprint macro sites.

As a result of the Merger, we have achieved significant synergies and cost reductions by eliminating redundancies within our network, as well as through other business processes and operations.

- In September 2022, the FCC announced that we were the winning bidder of 7,156 licenses in Auction 108 (2.5 GHz spectrum) for an aggregate price of $304 million.

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

- 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.

5G Leadership

We believe our 5G network is America’s largest, fastest, most awarded and most advanced:

- As of December 31, 2023, our Ultra Capacity 5G utilizing mid-band and mmWave spectrum covers more than 300 million people.

- As of December 31, 2023, our total 5G coverage, including low-band spectrum, covers more than 330 million people, reaching 98% of Americans.

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

DE&I have always been a part of the Un-carrier culture, and we are committed to having DE&I touch every aspect of our future.

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

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

Currently, we have over 40 DE&I chapters across the nation that help spearhead volunteer opportunities, events and meaningful conversation with employees at a local level.

Our DE&I Employee Resource Groups include the following:

- Magenta Latinx Network;

As part of T-Mobile’s Equity In Action Plan and Promises, we have established two External Diversity and Inclusion Councils in connection with our civil rights memorandum of understanding.

The councils include civil rights leaders representing a wide range of underrepresented communities.

Together with T-Mobile, the councils are helping us identify ways to improve our efforts in focus areas such as corporate governance, workforce recruitment and retention, procurement, entrepreneurship, philanthropy and community investment.

Since April 2020, we have achieved a significant portion of the Equity In Action Promises, currently at 80% completed.

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

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

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 are working to reduce the impact of our operations on the climate by setting carbon reduction goals that are aligned with science and investing in renewable energy.

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

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

We first met this goal in 2021 and have achieved it in each subsequent year so far by matching our electricity usage with renewable energy credits acquired through a variety of sources, including through our engagement in Virtual Power Purchasing Agreements and a Green Direct tariff agreement with nine clean energy providers for expected annual provision of approximately 3.5 million megawatt hours of renewable electricity;

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

We expect

The FCC has ruled that higher levels of indirect foreign ownership, even up to 100%, are presumptively consistent with the public interest, but must be reviewed and approved.

and expend additional capital earlier than we may have anticipated.

While most states pursuing net neutrality legislation are largely seeking to codify the repealed federal rules, there are differences in some states, notably California, which has passed separate privacy and net neutrality legislation, Colorado, Connecticut, Utah, Virginia, Delaware, Indiana, Iowa, Montana, Oregon, Tennessee and Texas, which have passed privacy laws; and New York, which has passed a broadband rate-setting law.

For more information regarding the legal proceedings in which we are involved, see [Note [removed: 17 –] [added: 1](#i74564af84967428cb924f8cbc6ef21c3_112)[8](#i74564af84967428cb924f8cbc6ef21c3_112) [–] Commitments and [removed: Contingencies](#i5738056250da41429872081f98976250_97)] [added: Contingencies](#i74564af84967428cb924f8cbc6ef21c3_112)] of the Notes to the Consolidated Financial Statements.

For the fiscal year ended December 31, [removed: 2023][added: 2024]

][added: Logo_03_2023.jpg](https://www.sec.gov/Archives/edgar/data/1283699/000128369925000012/tmus-20241231_g1.jpg)]

| Title of each class | | | | | | Trading [removed: Symbol] [added: Symbol(s)] | | | | | | Name of each exchange on which registered | | |

See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting [removed: company,”] [added: company”] and “emerging growth company” in Rule 12b-2 of the Exchange Act.

As of June [removed: 30, 2023,] [added: 28, 2024,] the aggregate market value of the voting and non-voting common equity held by non-affiliates was [removed: $73.2] [added: $86.0] billion based on the closing sale price as reported on the NASDAQ Global Select Market.

As of January [removed: 31, 2024,] [added: 24, 2025,] there were [removed: 1,186,867,575] [added: 1,141,744,952] shares of common stock outstanding.

Part III of this Annual Report on Form 10-K will be incorporated by reference from certain portions of the definitive Proxy Statement for the Registrant’s [removed: 2024] [added: 2025] 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: 2023][added: 2024]

| | | | [Item [removed: 1A.](#i5738056250da41429872081f98976250_202)] [added: 1A.](#i74564af84967428cb924f8cbc6ef21c3_220)] | | | [Risk [removed: Factors](#i5738056250da41429872081f98976250_202)] [added: Factors](#i74564af84967428cb924f8cbc6ef21c3_220)] | | | [removed: [12](#i5738056250da41429872081f98976250_202)] [added: [12](#i74564af84967428cb924f8cbc6ef21c3_220)] | | |

| | | | [Item [removed: 1B.](#i5738056250da41429872081f98976250_250)] [added: 1B.](#i74564af84967428cb924f8cbc6ef21c3_355)] | | | [Unresolved Staff [removed: Comments](#i5738056250da41429872081f98976250_250)] [added: Comments](#i74564af84967428cb924f8cbc6ef21c3_355)] | | | [removed: [24](#i5738056250da41429872081f98976250_250)] [added: [24](#i74564af84967428cb924f8cbc6ef21c3_355)] | | |

| | | | [Item [removed: 1C.](#i5738056250da41429872081f98976250_2916)] [added: 1C.](#i74564af84967428cb924f8cbc6ef21c3_358)] | | | [removed: [Cybersecurity](#i5738056250da41429872081f98976250_2916)] [added: [Cybersecurity](#i74564af84967428cb924f8cbc6ef21c3_358)] | | | [removed: [24](#i5738056250da41429872081f98976250_2916)] [added: [24](#i74564af84967428cb924f8cbc6ef21c3_358)] | | |

| | | | [Item [removed: 3.](#i5738056250da41429872081f98976250_199)] [added: 3.](#i74564af84967428cb924f8cbc6ef21c3_217)] | | | [Legal [removed: Proceedings](#i5738056250da41429872081f98976250_199)] [added: Proceedings](#i74564af84967428cb924f8cbc6ef21c3_217)] | | | [removed: [27](#i5738056250da41429872081f98976250_199)] [added: [27](#i74564af84967428cb924f8cbc6ef21c3_217)] | | |

| | | | [Item [removed: 4.](#i5738056250da41429872081f98976250_214)] [added: 4.](#i74564af84967428cb924f8cbc6ef21c3_232)] | | | [Mine Safety [removed: Disclosures](#i5738056250da41429872081f98976250_214)] [added: Disclosures](#i74564af84967428cb924f8cbc6ef21c3_232)] | | | [removed: [27](#i5738056250da41429872081f98976250_214)] [added: [27](#i74564af84967428cb924f8cbc6ef21c3_232)] | | |

| | | | [Item [removed: 5.](#i5738056250da41429872081f98976250_304)] [added: 5.](#i74564af84967428cb924f8cbc6ef21c3_343)] | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i5738056250da41429872081f98976250_304)] [added: Securities](#i74564af84967428cb924f8cbc6ef21c3_343)] | | | [removed: [28](#i5738056250da41429872081f98976250_304)] [added: [28](#i74564af84967428cb924f8cbc6ef21c3_343)] | | |

| | | | [Item [removed: 7.](#i5738056250da41429872081f98976250_118)] [added: 7.](#i74564af84967428cb924f8cbc6ef21c3_133)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i5738056250da41429872081f98976250_118)] [added: Operations](#i74564af84967428cb924f8cbc6ef21c3_133)] | | | [removed: [30](#i5738056250da41429872081f98976250_118)] [added: [30](#i74564af84967428cb924f8cbc6ef21c3_133)] | | |

| | | | [Item [removed: 7A.](#i5738056250da41429872081f98976250_274)] [added: 7A.](#i74564af84967428cb924f8cbc6ef21c3_328)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i5738056250da41429872081f98976250_274)] [added: Risk](#i74564af84967428cb924f8cbc6ef21c3_328)] | | | [removed: [51](#i5738056250da41429872081f98976250_274)] [added: [52](#i74564af84967428cb924f8cbc6ef21c3_328)] | | |

| | | | [Item [removed: 8.](#i5738056250da41429872081f98976250_13)] [added: 8.](#i74564af84967428cb924f8cbc6ef21c3_13)] | | | [Financial Statements and Supplementary [removed: Data](#i5738056250da41429872081f98976250_13)] [added: Data](#i74564af84967428cb924f8cbc6ef21c3_13)] | | | [removed: [52](#i5738056250da41429872081f98976250_13)] [added: [53](#i74564af84967428cb924f8cbc6ef21c3_13)] | | |

| | | | [Item [removed: 9.](#i5738056250da41429872081f98976250_334)] [added: 9.](#i74564af84967428cb924f8cbc6ef21c3_331)] | | | [Changes in and Disagreements [removed: With] [added: with] Accountants on Accounting and Financial [removed: Disclosure](#i5738056250da41429872081f98976250_334)] [added: Disclosure](#i74564af84967428cb924f8cbc6ef21c3_331)] | | | [removed: [106](#i5738056250da41429872081f98976250_334)] [added: [108](#i74564af84967428cb924f8cbc6ef21c3_331)] | | |

| | | | [Item [removed: 9A](#i5738056250da41429872081f98976250_337).] [added: 9A](#i74564af84967428cb924f8cbc6ef21c3_334).] | | | [Controls and [removed: Procedures](#i5738056250da41429872081f98976250_337)] [added: Procedures](#i74564af84967428cb924f8cbc6ef21c3_334)] | | | [removed: [106](#i5738056250da41429872081f98976250_337)] [added: [108](#i74564af84967428cb924f8cbc6ef21c3_334)] | | |

| | | | [Item [removed: 9C.](#i5738056250da41429872081f98976250_343)] [added: 9C.](#i74564af84967428cb924f8cbc6ef21c3_340)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i5738056250da41429872081f98976250_343)] [added: Inspections](#i74564af84967428cb924f8cbc6ef21c3_340)] | | | [removed: [107](#i5738056250da41429872081f98976250_343)] [added: [109](#i74564af84967428cb924f8cbc6ef21c3_340)] | | |

| | | | [Item [removed: 10.](#i5738056250da41429872081f98976250_280)] [added: 10.](#i74564af84967428cb924f8cbc6ef21c3_289)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#i5738056250da41429872081f98976250_280)] [added: Governance](#i74564af84967428cb924f8cbc6ef21c3_289)] | | | [removed: [107](#i5738056250da41429872081f98976250_280)] [added: [110](#i74564af84967428cb924f8cbc6ef21c3_289)] | | |

| | | | [Item [removed: 11.](#i5738056250da41429872081f98976250_283)] [added: 11.](#i74564af84967428cb924f8cbc6ef21c3_292)] | | | [Executive [removed: Compensation](#i5738056250da41429872081f98976250_283)] [added: Compensation](#i74564af84967428cb924f8cbc6ef21c3_292)] | | | [removed: [108](#i5738056250da41429872081f98976250_283)] [added: [110](#i74564af84967428cb924f8cbc6ef21c3_292)] | | |

| | | | [Item [removed: 12.](#i5738056250da41429872081f98976250_286)] [added: 12.](#i74564af84967428cb924f8cbc6ef21c3_295)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i5738056250da41429872081f98976250_286)] [added: Matters](#i74564af84967428cb924f8cbc6ef21c3_295)] | | | [removed: [108](#i5738056250da41429872081f98976250_286)] [added: [110](#i74564af84967428cb924f8cbc6ef21c3_295)] | | |

| | | | [Item [removed: 13.](#i5738056250da41429872081f98976250_289)] [added: 13.](#i74564af84967428cb924f8cbc6ef21c3_298)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i5738056250da41429872081f98976250_289)] [added: Independence](#i74564af84967428cb924f8cbc6ef21c3_298)] | | | [removed: [108](#i5738056250da41429872081f98976250_289)] [added: [110](#i74564af84967428cb924f8cbc6ef21c3_298)] | | |

| | | | [Item [removed: 14.](#i5738056250da41429872081f98976250_292)] [added: 14.](#i74564af84967428cb924f8cbc6ef21c3_301)] | | | [Principal Accountant Fees and [removed: Services](#i5738056250da41429872081f98976250_292)] [added: Services](#i74564af84967428cb924f8cbc6ef21c3_301)] | | | [removed: [108](#i5738056250da41429872081f98976250_292)] [added: [110](#i74564af84967428cb924f8cbc6ef21c3_301)] | | |

| | | | [Item [removed: 15.](#i5738056250da41429872081f98976250_298)] [added: 15.](#i74564af84967428cb924f8cbc6ef21c3_307)] | | | [Exhibit and Financial Statement [removed: Schedules](#i5738056250da41429872081f98976250_298)] [added: Schedules](#i74564af84967428cb924f8cbc6ef21c3_307)] | | | [removed: [108](#i5738056250da41429872081f98976250_298)] [added: [110](#i74564af84967428cb924f8cbc6ef21c3_307)] | | |

| | | | [Item [removed: 16.](#i5738056250da41429872081f98976250_301)] [added: 16.](#i74564af84967428cb924f8cbc6ef21c3_310)] | | | [Form 10-K [removed: Summary](#i5738056250da41429872081f98976250_301)] [added: Summary](#i74564af84967428cb924f8cbc6ef21c3_310)] | | | [removed: [108](#i5738056250da41429872081f98976250_301)] [added: [111](#i74564af84967428cb924f8cbc6ef21c3_310)] | | |

The following important factors, along with the Risk Factors included in [removed: Part] [added: [Part] I, Item [removed: 1A] [added: 1A](#i74564af84967428cb924f8cbc6ef21c3_220)] of this Form 10-K, could affect future results and cause those results to differ materially from those expressed in the forward-looking statements:

- sociopolitical volatility and [removed: polarization;][added: polarization and risks related to environmental, social and governance matters;]

- laws and regulations relating to the handling of [removed: privacy and] [added: privacy,] data [removed: protection;][added: protection and artificial intelligence (“AI”);]

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

- interests of [removed: DT,] [added: Deutsche Telekom AG (“DT”),] our controlling stockholder, which may differ from the interests of other stockholders;

- [removed: the dollar amount authorized for] our [removed: 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)] [added: current and future stockholder return programs] 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

- future sales of our common stock by DT and SoftBank [added: Group Corp. (“SoftBank”)] and our inability to attract additional equity financing outside the United States due to foreign ownership limitations by the [removed: FCC.][added: Federal Communications Commission (“FCC”).]

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

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

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

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 X [removed: (formerly Twitter)] account [removed: (https://twitter.com/TMobileIR),] [added: (https://x.com/TMobileIR),] the @MikeSievert X account [removed: (https://twitter.com/MikeSievert),] [added: (https://x.com/MikeSievert) and our Chief Executive Officer’s LinkedIn account (https://www.linkedin.com/in/sievert), both of] which Mr. Sievert also uses as a means for personal communications and observations, and the @TMobileCFO X [removed: Account (https://twitter.com/tmobilecfo)] [added: account (https://x.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).

| 3.550% Senior Notes due 2029 | | | | | | TMUS29 | | | | | | The NASDAQ Stock Market LLC | | |

| 3.700% Senior Notes due 2032 | | | | | | TMUS32 | | | | | | The NASDAQ Stock Market LLC | | |

| 3.850% Senior Notes due 2036 | | | | | | TMUS36 | | | | | | The NASDAQ Stock Market LLC | | |

| [PART I.](#i74564af84967428cb924f8cbc6ef21c3_10) | | | | | | | | | | | |

| | | | [Item 1.](#i74564af84967428cb924f8cbc6ef21c3_352) | | | [Business](#i74564af84967428cb924f8cbc6ef21c3_352) | | | [6](#i74564af84967428cb924f8cbc6ef21c3_352) | | |

| | | | [Item 2.](#i74564af84967428cb924f8cbc6ef21c3_361) | | | [Properties](#i74564af84967428cb924f8cbc6ef21c3_361) | | | [27](#i74564af84967428cb924f8cbc6ef21c3_361) | | |

| [PART II.](#i74564af84967428cb924f8cbc6ef21c3_214) | | | | | | | | | | | |

| | | | [Item 6.](#i74564af84967428cb924f8cbc6ef21c3_349) | | | [\[Reserved\]](#i74564af84967428cb924f8cbc6ef21c3_349) | | | [29](#i74564af84967428cb924f8cbc6ef21c3_349) | | |

| | | | [Item 9B](#i74564af84967428cb924f8cbc6ef21c3_337). | | | [Other Information](#i74564af84967428cb924f8cbc6ef21c3_337) | | | [109](#i74564af84967428cb924f8cbc6ef21c3_337) | | |

| [PART III.](#i74564af84967428cb924f8cbc6ef21c3_286) | | | | | | | | | | | |

| [PART IV.](#i74564af84967428cb924f8cbc6ef21c3_304) | | | | | | | | | | | |

| | | | | | | [Index to Exhibits](#i74564af84967428cb924f8cbc6ef21c3_364) | | | [125](#i74564af84967428cb924f8cbc6ef21c3_313) | | |

| | | | | | | [Signatures](#i74564af84967428cb924f8cbc6ef21c3_313) | | | [125](#i74564af84967428cb924f8cbc6ef21c3_313) | | |

- our inability to timely adopt and effectively deploy network technology developments;

- our inability to effectively execute our digital transformation and drive customer and employee adoption of emerging technologies;

- the timing and effects of any pending and future acquisition, divestiture, investment, joint venture or merger involving us, including our inability to obtain any required regulatory approval necessary to consummate any such transactions or to achieve the expected benefits of such transactions;

- our inability to successfully deliver new products and services;

- our inability to maintain effective internal control over financial reporting;

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

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

| | | | [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) | | |

- our inability to take advantage of technological developments on a timely basis;

- challenges in modernizing our existing applications and systems;

- the impacts of the actions we have taken and conditions we have agreed to in connection with the regulatory proceedings and approvals of 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 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 (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, 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, 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;

- our inability to manage the ongoing arrangements entered into in connection with the Prepaid Transaction, and known or unknown liabilities arising in connection therewith;

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

- the risk of future material weaknesses we may identify or any other failure by us to maintain effective internal controls, and the resulting significant costs and reputational damage;

Our Senior Vice President, Internal Audit & Risk Management (the “Chief Audit Executive”), periodically presents [added: enterprise risks, including cybersecurity risks, to the Audit Committee of our Board of Directors (the “Audit Committee”).]

[removed: Our] Chief Compliance Officer regularly attends meetings [removed: at] [added: of] the NCG Committee [removed: providing] [added: to provide] insights from the compliance perspective relating to cybersecurity.

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

In January 2023, we experienced another cybersecurity incident that also resulted in consumer class actions and regulatory [removed: inquires.][added: inquiries.]

For additional details regarding the impact of both cybersecurity incidents, see [Note [removed: 17 –] [added: 1](#i74564af84967428cb924f8cbc6ef21c3_112)[8](#i74564af84967428cb924f8cbc6ef21c3_112) [–] Commitments and [removed: Contingencies](#i5738056250da41429872081f98976250_97)] [added: Contingencies](#i74564af84967428cb924f8cbc6ef21c3_112)] of the Notes to the Consolidated Financial Statements.

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

The Enterprise Risk & Compliance Committee is chaired by the Chief Financial Officer [removed: (“CFO”)] of the Company, with the Executive Vice President & General Counsel as the co-chair and comprises core members including the Transformation and Chief Information & Digital Officer, while the CSO serves in an advisory capacity.

Our Board of Directors oversees risks from cybersecurity threats using a multi-faceted approach that involves the [removed: NGC] [added: NCG] Committee and Audit Committee and various executive roles.

Additionally, the Audit Committee receives updates on significant incidents and cybersecurity risks that have been presented to or discussed with the Enterprise Risk [removed: and] [added: &] Compliance Committee.

Our

cybersecurity organization and promoting a security-centric culture throughout our business and operational functions.

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

The

| (percent of gross property and equipment) | | | December 31, [removed: 2023] [added: 2024] | | | | | | December 31, [removed: 2022] [added: 2023] | | |

| Wireless communications systems | | | [removed: 68] [added: 71] | | % | | | | 68 | | % |

| Data processing equipment and other | | | [removed: 27] [added: 24] | | % | | | | 27 | | % |

As of January [removed: 31, 2024,] [added: 24, 2025,] there were [removed: 15,240] [added: 14,513] 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.

[removed: Subsequent to December 31, 2023,] [added: Additionally,] on [removed: January 24,] [added: November 21,] 2024, our Board of Directors declared a [added: quarterly] cash dividend of [removed: $0.65] [added: $0.88] per share on our issued and outstanding common stock, which [removed: is payable] [added: will be paid] on March [removed: 14, 2024,] [added: 13, 2025,] to stockholders of record as of the close of business on [removed: March 1, 2024.][added: February 28, 2025, as part of our 2025 Stockholder Return Program (as defined below).]

The table below provides information regarding our share repurchases during the three months ended December 31, [removed: 2023:][added: 2024:]

(1) On September 6, 2023, our Board of Directors authorized [removed: our 2023-2024 Stockholder Return Program] [added: a stockholder return program] for up to $19.0 billion of repurchases of our common stock and payment of dividends through December 31, [removed: 2024.][added: 2024 (the “2023-2024 Stockholder Return Program”).]

The amounts presented represent the remaining dollar amount authorized for purchase under the 2023-2024 Stockholder Return Program [added: and 2025 Stockholder Return Program,] as [added: applicable, as] of the end of the period, which has been reduced by the amount of any cash dividends declared and paid by the Company.

See [Note [removed: 13 -] [added: 1](#i74564af84967428cb924f8cbc6ef21c3_100)[5](#i74564af84967428cb924f8cbc6ef21c3_100) [-] Stockholder Return [removed: Programs](#i5738056250da41429872081f98976250_82)] [added: Programs](#i74564af84967428cb924f8cbc6ef21c3_100)] of the Notes to the Consolidated Financial Statements for more information about our 2023-2024 Stockholder Return [added: Program and 2025 Stockholder Return] Program.

The graph tracks the performance of a $100 investment, with the reinvestment of all dividends, from December 31, [removed: 2018] [added: 2019] to December 31, [removed: 2023.][added: 2024.]

][added: graph v2.jpg](https://www.sec.gov/Archives/edgar/data/1283699/000128369925000012/tmus-20241231_g2.jpg)]

| (in dollars) | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | |

During the year ended December 31, 2024, we declared and paid cash dividends totaling $2.83 per share, as part of our 2023-2024 Stockholder Return Program (as defined below).

| October 1, 2024 - October 31, 2024 | | | 7,070,211 | | | | | | $ | 217.82 | | | | | 7,070,211 | | | | | | | | | | | | $ | 5,731 | | | | | | | | | | | | | |

| November 1, 2024 - November 30, 2024 | | | 6,527,845 | | | | | | 235.76 | | | | | | 6,527,845 | | | | | | | | | | | | 4,192 | | | | | | | | | | | | | | |

| December 1, 2024 - December 31, 2024 | | | 6,685,526 | | | | | | 230.35 | | | | | | 6,685,526 | | | | | | | | | | | | 14,004 | | | | | | | | | | | | | | |

| Total | | | 20,283,582 | | | | | | | | | | | | 20,283,582 | | | | | | | | | | | | | | | | | | | | | | | | | | |

On December 13, 2024, we announced that our Board of Directors authorized a stockholder return program for up to an additional $14.0 billion that will run through December 31, 2025 (the “2025 Stockholder Return Program”).

| T-Mobile US, Inc. | | | $ | 100.00 | | | | | $ | 171.96 | | | | | $ | 147.90 | | | | | $ | 178.53 | | | | | $ | 205.33 | | | | | $ | 286.82 | |

| S&P 500 | | | 100.00 | | | | | | 118.40 | | | | | | 152.39 | | | | | | 124.79 | | | | | | 157.59 | | | | | | 197.02 | | |

| NASDAQ Composite | | | 100.00 | | | | | | 144.92 | | | | | | 177.06 | | | | | | 119.45 | | | | | | 172.77 | | | | | | 223.87 | | |

| Dow Jones US Mobile Telecommunications TSM | | | 100.00 | | | | | | 109.03 | | | | | | 99.62 | | | | | | 89.92 | | | | | | 96.64 | | | | | | 118.64 | | |

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.

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

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 audited the accompanying consolidated balance sheets of T-Mobile US, Inc. and subsidiaries (the [removed: “Company”)] [added: "Company")] as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of comprehensive income, stockholders' equity, and cash flows, for each of the [removed: two] [added: three] years in the period ended December 31, [removed: 2023,] [added: 2024,] and 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: 2023,] [added: 2024,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the [removed: two] [added: three] years in the period ended December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] based on criteria established in [removed: Internal] [added: *Internal] Control — Integrated Framework [removed: (2013)] [added: (2013)*] issued by COSO.

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

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

[Index for Notes to [removed: the](#i5738056250da41429872081f98976250_31) [Consolidated] [added: the Consolidated] Financial [removed: Statements](#i5738056250da41429872081f98976250_31)][added: Statements](#i74564af84967428cb924f8cbc6ef21c3_34)]

Revenues – Refer to Notes 1 and [removed: 10] [added: 11] to the consolidated financial statements

| (in millions, except share and per share amounts) | | | December 31, [removed: 2023] [added: 2024] | | | | | | December 31, [removed: 2022] [added: 2023] | | |

| Cash and cash equivalents | | | $ | [removed: 5,135] [added: 5,409] | | | | | $ | [removed: 4,507] [added: 5,135] | |

| Accounts receivable, net of allowance for credit losses of [removed: $161] [added: $176] and [removed: $167] [added: $161] | | | [removed: 4,692] [added: 4,276] | | | | | | [removed: 4,445] [added: 4,692] | | |

| Equipment installment plan receivables, net of allowance for credit losses and imputed discount of [removed: $623] [added: $656] and [removed: $667] [added: $623] | | | [removed: 4,456] [added: 4,379] | | | | | | [removed: 5,123] [added: 4,456] | | |

| Inventory | | | [removed: 1,678] [added: 1,607] | | | | | | [removed: 1,884] [added: 1,678] | | |

| Prepaid expenses | | | [removed: 702] [added: 880] | | | | | | [removed: 673] [added: 702] | | |

| Other current assets | | | [removed: 2,352] [added: 1,853] | | | | | | [removed: 2,435] [added: 2,352] | | |

| Total current assets | | | [removed: 19,015] [added: 18,404] | | | | | | [removed: 19,067] [added: 19,015] | | |

| Property and equipment, net | | | [removed: 40,432] [added: 38,533] | | | | | | [removed: 42,086] [added: 40,432] | | |

| Operating lease right-of-use assets | | | [removed: 27,135] [added: 25,398] | | | | | | [removed: 28,715] [added: 27,135] | | |

| Financing lease right-of-use assets | | | [removed: 3,270] [added: 3,091] | | | | | | [removed: 3,257] [added: 3,270] | | |

| Goodwill | | | [removed: 12,234] [added: 13,005] | | | | | | 12,234 | | |

| Spectrum [removed: licenses] [added: licenses, beginning of year] | | | [added: $ |] 96,707 | | | | | [added: $] | 95,798 | | | [added: | | $ | 92,606 | |]

| Other intangible assets, net | | | [removed: 2,618] [added: 2,512] | | | | | | [removed: 3,508] [added: 2,618] | | |

| Equipment installment plan receivables due after one year, net of allowance for credit losses and imputed discount of [removed: $150] [added: $158] and [removed: $144] [added: $150] | | | [removed: 2,042] [added: 2,209] | | | | | | [removed: 2,546] [added: 2,042] | | |

| Other assets | | | [removed: 4,229] [added: 4,325] | | | | | | [removed: 4,127] [added: 4,229] | | |

| Total assets | | | $ | [removed: 207,682] [added: 208,035] | | | | | $ | [removed: 211,338] [added: 207,682] | |

| Accounts payable and accrued liabilities | | | $ | [removed: 10,373] [added: 8,463] | | | | | $ | [removed: 12,275] [added: 10,373] | |

| Short-term debt | | | [removed: 3,619] [added: 4,068] | | | | | | [removed: 5,164] [added: 3,619] | | |

| Deferred revenue | | | [removed: 825] [added: 1,222] | | | | | | [removed: 780] [added: 825] | | |

| Short-term operating lease liabilities | | | [removed: 3,555] [added: 3,281] | | | | | | [removed: 3,512] [added: 3,555] | | |

| Short-term financing lease liabilities | | | [removed: 1,260] [added: 1,175] | | | | | | [removed: 1,161] [added: 1,260] | | |

| Other current liabilities | | | [removed: 1,296] [added: 1,965] | | | | | | [removed: 1,850] [added: 1,296] | | |

| Total current liabilities | | | [removed: 20,928] [added: 20,174] | | | | | | [removed: 24,742] [added: 20,928] | | |

| Long-term debt | | | [removed: 69,903] [added: 72,700] | | | | | | [removed: 65,301] [added: 69,903] | | |

| Long-term debt to affiliates | | | [removed: 1,496] [added: 1,497] | | | | | | [removed: 1,495] [added: 1,496] | | |

| Tower obligations | | | [removed: 3,777] [added: 3,664] | | | | | | [removed: 3,934] [added: 3,777] | | |

| Deferred tax liabilities | | | [removed: 13,458] [added: 16,700] | | | | | | [removed: 10,884] [added: 13,458] | | |

| Operating lease liabilities | | | [removed: 28,240] [added: 26,408] | | | | | | [removed: 29,855] [added: 28,240] | | |

| Financing lease liabilities | | | [removed: 1,236] [added: 1,151] | | | | | | [removed: 1,370] [added: 1,236] | | |

| Other long-term liabilities | | | [removed: 3,929] [added: 4,000] | | | | | | [removed: 4,101] [added: 3,929] | | |

| Total long-term liabilities | | | [removed: 122,039] [added: 126,120] | | | | | | [removed: 116,940] [added: 122,039] | | |

[Index for Notes to the Consolidated Financial Statements](#i74564af84967428cb924f8cbc6ef21c3_34)

| Spectrum licenses | | | 100,558 | | | | | | 96,707 | | |

[Index for Notes to the Consolidated Financial Statements](#i74564af84967428cb924f8cbc6ef21c3_34)

| Other income (expense), net | | | | | | | | | | | | | | | 113 | | | | | | 68 | | | | | | (33) | | |

| Net income | | | | | | | | | | | | | | | $ | 11,339 | | | | | $ | 8,317 | | | | | $ | 2,590 | |

| Reclassification of loss from fair value hedges, net of unrealized loss on fair value hedges, net of tax effect of $5, $0 and $0 | | | | | | | | | | | | | | | 16 | | | | | | — | | | | | | — | | |

[Index for Notes to the Consolidated Financial Statements](#i74564af84967428cb924f8cbc6ef21c3_34)

| Net income | | | | | | | | | | | | | | | $ | 11,339 | | | | | $ | 8,317 | | | | | $ | 2,590 | |

| Depreciation and amortization | | | | | | | | | | | | | | | 12,919 | | | | | | 12,818 | | | | | | 13,651 | | |

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

[Index for Notes to the Consolidated Financial Statements](#i74564af84967428cb924f8cbc6ef21c3_34)

| Dividends declared ($3.71 per share) | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (4,302) | | | | | | (4,302) | | | | | | | | |

| Repurchases of common stock | | | | | | | | | (59,376,922) | | | | | | 59,376,922 | | | | | | (11,206) | | | | | | — | | | | | | — | | | | | | — | | | | | | (11,206) | | | | | | | | |

| Ka’ena Acquisition upfront consideration | | | | | | | | | 3,264,952 | | | | | | — | | | | | | — | | | | | | 536 | | | | | | — | | | | | | — | | | | | | 536 | | | | | | | | |

| Other, net | | | | | | | | | 177,003 | | | | | | 20,938 | | | | | | (5) | | | | | | 16 | | | | | | — | | | | | | — | | | | | | 11 | | | | | | | | |

| Balance as of December 31, 2024 | | | | | | | | | 1,144,579,681 | | | | | | 126,494,683 | | | | | | $ | (20,584) | | | | | $ | 68,798 | | | | | $ | (857) | | | | | $ | 14,384 | | | | | $ | 61,741 | | | | | | | |

[Index for Notes to the Consolidated Financial Statements](#i74564af84967428cb924f8cbc6ef21c3_34)

| [Note 3](#i74564af84967428cb924f8cbc6ef21c3_49) | | | [Joint Ventures](#i74564af84967428cb924f8cbc6ef21c3_49) | | | [74](#i74564af84967428cb924f8cbc6ef21c3_49) | | |

| [Note 1](#i74564af84967428cb924f8cbc6ef21c3_2969)[2](#i74564af84967428cb924f8cbc6ef21c3_2969) | | | [Segment Reporting](#i74564af84967428cb924f8cbc6ef21c3_2969) | | | [93](#i74564af84967428cb924f8cbc6ef21c3_2969) | | |

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[Index for Notes to the Consolidated Financial Statements](#i74564af84967428cb924f8cbc6ef21c3_34)

[Index for Notes to the Consolidated Financial Statements](#i74564af84967428cb924f8cbc6ef21c3_34)

estimated credit worthiness of the customer.

See [Note](#i74564af84967428cb924f8cbc6ef21c3_415) [5](#i74564af84967428cb924f8cbc6ef21c3_415) [– Sales of Certain Receivables](#i74564af84967428cb924f8cbc6ef21c3_415) for further information.

See [Note 5 – Sales of Certain Receivables](#i74564af84967428cb924f8cbc6ef21c3_415) for further information.

[Index for Notes to the Consolidated Financial Statements](#i74564af84967428cb924f8cbc6ef21c3_34)

See [Note 7 - Goodwill, Spectrum License Transactions and Other Intangible Assets](#i74564af84967428cb924f8cbc6ef21c3_64) for further information.

See [Note 2 – Business Combinations](#i74564af84967428cb924f8cbc6ef21c3_43) for further discussion of our acquisitions.

[Index for Notes to the Consolidated Financial Statements](#i74564af84967428cb924f8cbc6ef21c3_34)

[Index for Notes to the Consolidated Financial Statements](#i74564af84967428cb924f8cbc6ef21c3_34)

[Index for Notes to the Consolidated Financial Statements](#i74564af84967428cb924f8cbc6ef21c3_34)

Foreign Currency Transactions

Report of Independent Registered Public Accounting Firm

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

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

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

Seattle, Washington

February 2, 2024

Opinion on the Financial Statements

We have audited the consolidated statements of comprehensive income, of stockholders’ equity and of cash flows of T-Mobile US, Inc. and its subsidiaries (the “Company”) for the year ended December 31, 2021, including 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 results of operations and cash flows of the Company for the year ended December 31, 2021 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

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

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

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

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

Our 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.

We believe that our audit provides a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

February 11, 2022

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

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

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

| Losses on redemption of debt | | | | | | | | | | | | | | | — | | | | | | — | | | | | | 184 | | |

| Repayments of short-term debt for purchases of inventory, property and equipment and other financial liabilities | | | | | | | | | | | | | | | — | | | | | | — | | | | | | (184) | | |

| Cash payments for debt prepayment or debt extinguishment costs | | | | | | | | | | | | | | | — | | | | | | — | | | | | | (116) | | |

| Balance as of December 31, 2020 | | | | | | | | | 1,241,805,706 | | | | | | 1,539,878 | | | | | | $ | (11) | | | | | $ | 72,772 | | | | | $ | (1,581) | | | | | $ | (5,836) | | | | | $ | 65,344 | | | | | | | |

| Other, net | | | | | | | | | 220,906 | | | | | | (2,410) | | | | | | (2) | | | | | | 5 | | | | | | — | | | | | | — | | | | | | 3 | | | | | | | | |

| [Note 14](#i5738056250da41429872081f98976250_91) | | | [Wireline](#i5738056250da41429872081f98976250_91) | | | [96](#i5738056250da41429872081f98976250_91) | | |

We operate as a single operating segment.

The assets and liabilities of the Wireline Business disposal group were 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, was reassessed during each reporting period it remained classified as held for sale, and any remeasurement to the lower of carrying amount or fair value less costs to sell was reported as an adjustment included within (Gain) loss on disposal group held for sale on our Consolidated Statements of Comprehensive Income.

Unless otherwise specified, the amounts and information presented as of December 31, 2022 in the Notes to the Consolidated Financial Statements include assets and liabilities that were classified as held for sale.

differ from those currently anticipated, we will adjust our allowance for credit losses accordingly.

transportation.

Buildings and equipment include certain network server equipment.

Device Leases

Our leasing programs (“Leasing Programs”), which include JUMP!

On Demand and the Sprint Flex Lease Program, allow customers to lease a device (handset or tablet) generally over an initial period of 18 months and upgrade the device with a new device when eligibility requirements are met.

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

using the straight-line method over the estimated useful life of the device.

The estimated useful life reflects the period for which we estimate the group of leased devices will provide utility to us, which may be longer than the initial lease term based on customer options in the Sprint Flex Lease Program to renew the lease on a month-to-month basis after the initial lease term concludes.

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/1283699/000128369924000008/tmus12312023ex311.htm)] [added: [31.1](https://www.sec.gov/Archives/edgar/data/1283699/000128369925000012/tmus12312024ex311.htm)] and [removed: [31.2](https://www.sec.gov/Archives/edgar/data/1283699/000128369924000008/tmus12312023ex312.htm),] [added: [31.2](https://www.sec.gov/Archives/edgar/data/1283699/000128369925000012/tmus12312024ex312.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: 2023.][added: 2024.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2023] [added: 2024] has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report herein.

We are currently preparing to implement a new global enterprise resource planning (“ERP”) system, which will replace many of our operating and financial systems.

The ERP system is designed to accurately maintain our financial records, support integrated billing, supply chain and other operational functionality, facilitate data analysis and accelerate information reporting to our management team related to the operation of the business.

The implementation is expected to occur in phases over the next several years.

As the phased implementation of the new ERP system continues, we could have changes to our processes and procedures which, in turn, could result in changes to our internal control over financial reporting.

As such changes occur, we will evaluate quarterly whether such changes materially affect our internal control over financial reporting.

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 [removed: 160,000] [added: 180,000] shares of T-Mobile US, Inc. common stock between February [removed: 27, 2024,] [added: 25, 2025,] and November [removed: 12, 2024,] [added: 18, 2025,] subject to certain conditions.

The duration of this trading plan is [removed: 362] [added: 99] days.

On November [removed: 21, 2023,] [added: 26, 2024,] Peter Osvaldik, [removed: Executive Vice President and] [added: the Company’s] Chief Financial Officer, adopted a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) to sell up to [removed: 20,000] [added: 25,000] shares of [removed: T-Mobile US, Inc.] [added: the Company’s] common stock between February [removed: 20, 2024,] [added: 27, 2025,] and November [removed: 15, 2024,] [added: 28, 2025,] subject to certain conditions.

The duration of this trading plan is [removed: 360] [added: 89] days.

On November [removed: 16, 2023,] [added: 12, 2024,] Callie Field, President, Business Group, adopted a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) to sell [added: on February 18, 2025,] all of her T-Mobile US, Inc. common stock to be acquired on [removed: March 4, 2024,] [added: February 15, 2025,] upon the vesting of certain time-based restricted stock unit awards and performance-based restricted stock unit awards (“PRSUs”), up to a total of [removed: 26,407] [added: 43,582] shares assuming PRSUs will vest at maximum value, subject to certain conditions.

The duration of this trading plan is [removed: 134] [added: 420] days.

On November [removed: 9, 2023,] [added: 6, 2024,] 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 [removed: 23,748] [added: 2,500] shares of [removed: T-Mobile US, Inc.] [added: the Company’s] common stock between [added: May 15, 2025, and December 31, 2025, and up to 6,204 shares of the Company’s common stock to be acquired on] February 15, [removed: 2024,] [added: 2025, upon the vesting of certain time-based restricted stock unit awards, between February 18, 2025,] and December 31, [removed: 2024,] [added: 2025,] subject to certain conditions.

The duration of this trading plan is [removed: 418] [added: 370] days.

On November 14, 2024, G.

On November 25, 2024, Ulf Ewaldsson, the Company’s President, Technology, adopted a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) to sell up to 19,407 shares of the Company’s common stock on February 21, 2025, subject to certain conditions.

The duration of this trading plan is 367 days.

On December 13, 2024, Raul Marcelo Claure, a member of the Company’s Board of Directors, adopted a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) to sell up to 620,400 shares of the Company’s common stock between April 12, 2025, and December 31, 2025, subject to certain conditions.

The duration of this trading plan is 383 days.

On November 16, 2023, G.

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

We have adopted a Policy on Securities Trading that governs the purchase, sale, and/or other dispositions of our securities by directors, officers and employees that is reasonably designed to promote compliance with insider trading laws, rules and regulations and NASDAQ listing standards.

A copy of our Policy on Securities Trading is filed as Exhibit 19.1 to this report.

See the [Index to [removed: Exhibits](#i5738056250da41429872081f98976250_331)] [added: Exhibits](#i74564af84967428cb924f8cbc6ef21c3_364)] immediately following “Item 16.

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

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

| 2.2 | | | | | | [Amendment No. 1, dated as of July 26, 2019, to the Business Combination Agreement, dated as of April 29, 2018, by and among T-Mobile US, Inc., Huron Merger Sub LLC, Superior Merger Sub Corporation, Sprint Corporation, Starburst I, Inc., Galaxy Investment Holdings, Inc., and for the limited purposes set forth therein, Deutsche Telekom AG, Deutsche Telekom Holding B.V., and SoftBank Group [removed: Corp.](http://www.sec.gov/Archives/edgar/data/101830/000119312519203432/d771930dex22.htm)] [added: Corp.](https://www.sec.gov/Archives/edgar/data/1283699/000119312519203431/d771930dex22.htm)] | | | | | | 8-K | | | | | | 7/26/2019 | | | | | | 2.2 | | | | | | | | |

| 4.1 | | | | | | [Indenture, dated as of April 28, 2013 among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as [removed: trustee.](http://www.sec.gov/Archives/edgar/data/1283699/000119312513193449/d527693dex41.htm)] [added: trustee.](https://www.sec.gov/Archives/edgar/data/1283699/000119312513193449/d527693dex41.htm)] | | | | | | 8-K | | | | | | 5/2/2013 | | | | | | 4.1 | | | | | | | | |

| 4.2 | | | | | | [Eleventh Supplemental Indenture, dated as of May 1, 2013 among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as [removed: trustee.](http://www.sec.gov/Archives/edgar/data/1283699/000119312513193449/d527693dex412.htm)] [added: trustee.](https://www.sec.gov/Archives/edgar/data/1283699/000119312513193449/d527693dex412.htm)] | | | | | | 8-K | | | | | | 5/2/2013 | | | | | | 4.12 | | | | | | | | |

| 4.3 | | | | | | [Sixteenth Supplemental Indenture, dated as of August 11, 2014, by and among T-Mobile USA, Inc., the guarantors party thereto and Deutsche Bank Trust Company Americas, as [removed: trustee.](http://www.sec.gov/Archives/edgar/data/1283699/000128369914000053/tmus09302014ex43.htm)] [added: trustee.](https://www.sec.gov/Archives/edgar/data/1283699/000128369914000053/tmus09302014ex43.htm)] | | | | | | 10-Q | | | | | | 10/28/2014 | | | | | | 4.3 | | | | | | | | |

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

| 4.5 | | | | | | [Twenty-Fifth Supplemental Indenture, dated as of March 16, 2017, by and among T-Mobile USA, Inc., the other guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee, including the Form of 5.375% Senior Note due [removed: 2027.](http://www.sec.gov/Archives/edgar/data/1283699/000119312517085582/d551684dex43.htm)] [added: 2027.](https://www.sec.gov/Archives/edgar/data/1283699/000119312517085582/d551684dex43.htm)] | | | | | | 8-K | | | | | | 3/16/2017 | | | | | | 4.3 | | | | | | | | |

| 4.6 | | | | | | [Thirty-Third Supplemental Indenture, dated as of January 25, 2018, by and among T-Mobile USA, Inc., T-Mobile US, Inc., the other guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee, including the Form of 4.750% Senior Note due [removed: 2028.](http://www.sec.gov/Archives/edgar/data/1283699/000119312518019879/d523287dex42.htm)] [added: 2028.](https://www.sec.gov/Archives/edgar/data/1283699/000119312518019879/d523287dex42.htm)] | | | | | | 8-K | | | | | | 1/25/2018 | | | | | | 4.2 | | | | | | | | |

| 4.7 | | | | | | [Thirty-Fourth Supplemental Indenture, dated as of April 26, 2018, by and among T-Mobile USA, Inc., T-Mobile US, Inc., the other guarantors party thereto and Deutsche Bank Trust Company Americas, as [removed: trustee.](http://www.sec.gov/Archives/edgar/data/1283699/000128369918000026/tmus03312018ex45.htm)] [added: trustee.](https://www.sec.gov/Archives/edgar/data/1283699/000128369918000026/tmus03312018ex45.htm)] | | | | | | 10-Q | | | | | | 5/1/2018 | | | | | | 4.5 | | | | | | | | |

| 4.8 | | | | | | [Thirty-Sixth Supplemental Indenture, dated as of April 30, 2018, by and among T-Mobile USA, Inc., T-Mobile US, Inc., the other guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee, including the Form of 4.750% Senior Note due [removed: 2028-1.](http://www.sec.gov/Archives/edgar/data/1283699/000119312518151561/d580428dex42.htm)] [added: 2028-1.](https://www.sec.gov/Archives/edgar/data/1283699/000119312518151561/d580428dex42.htm)] | | | | | | 8-K | | | | | | 5/4/2018 | | | | | | 4.2 | | | | | | | | |

| 4.9 | | | | | | [Thirty-Seventh Supplemental Indenture, dated as of May 20, 2018, by and among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company [removed: Americas.](http://www.sec.gov/Archives/edgar/data/1283699/000110465918034627/a18-12444_24ex4d1.htm)] [added: Americas.](https://www.sec.gov/Archives/edgar/data/1283699/000110465918034627/a18-12444_24ex4d1.htm)] | | | | | | 8-K | | | | | | 5/21/2018 | | | | | | 4.1 | | | | | | | | |

| 4.11 | | | | | | [Fortieth Supplemental Indenture, dated as of September 27, 2019, by and among T-Mobile USA, Inc., T-Mobile US, Inc., the other guarantors party thereto and Deutsche Bank Trust Company Americas, as [removed: trustee.](http://www.sec.gov/Archives/edgar/data/1283699/000128369919000119/tmus09302019ex41.htm)] [added: trustee.](https://www.sec.gov/Archives/edgar/data/1283699/000128369919000119/tmus09302019ex41.htm)] | | | | | | 10-Q | | | | | | 10/28/2019 | | | | | | 4.1 | | | | | | | | |

| 4.12 | | | | | | [Forty-First Supplemental Indenture, dated as of April 1, 2020, by and among T-Mobile USA, Inc., T-Mobile US, Inc., the other guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee.](https://www.sec.gov/Archives/edgar/data/1283699/000128369920000165/ngtmus06302020ex412.htm) | | | | | | [removed: 10-Q/A] [added: 10-Q] | | | | | | [removed: 8/10/2020] [added: 8/6/2020] | | | | | | 4.12 | | | | | | | | |

| [removed: 4.20] [added: 4.21] | | | | | | [Indenture, dated as of April 9, 2020 by and among T-Mobile USA, Inc., T-Mobile US, Inc. and Deutsche Bank Trust Company Americas, as trustee.](https://www.sec.gov/Archives/edgar/data/1283699/000114036120008648/nc10010559x2_ex4-1.htm) | | | | | | 8-K | | | | | | 4/13/2020 | | | | | | 4.1 | | | | | | | | |

| [removed: 4.21] [added: 4.22] | | | | | | [First Supplemental Indenture, dated as of April 9, 2020, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of 3.500% Senior Secured Note due 2025.](https://www.sec.gov/Archives/edgar/data/1283699/000114036120008648/nc10010559x2_ex4-2.htm) | | | | | | 8-K | | | | | | 4/13/2020 | | | | | | 4.2 | | | | | | | | |

| [removed: 4.22] [added: 4.23] | | | | | | [Second Supplemental Indenture, dated as of April 9, 2020, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of 3.750% Senior Secured Note due 2027.](https://www.sec.gov/Archives/edgar/data/1283699/000114036120008648/nc10010559x2_ex4-3.htm) | | | | | | 8-K | | | | | | 4/13/2020 | | | | | | 4.3 | | | | | | | | |

| [removed: 4.23] [added: 4.24] | | | | | | [Third Supplemental Indenture, dated as of April 9, 2020, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of 3.875% Senior Secured Note due 2030](https://www.sec.gov/Archives/edgar/data/1283699/000114036120008648/nc10010559x2_ex4-4.htm). | | | | | | 8-K | | | | | | 4/13/2020 | | | | | | 4.4 | | | | | | | | |

| [removed: 4.24] [added: 4.25] | | | | | | [Fourth Supplemental Indenture, dated as of April 9, 2020, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of 4.375% Senior Secured Note due 2040](https://www.sec.gov/Archives/edgar/data/1283699/000114036120008648/nc10010559x2_ex4-5.htm). | | | | | | 8-K | | | | | | 4/13/2020 | | | | | | 4.5 | | | | | | | | |

| [removed: 4.25] [added: 4.26] | | | | | | [Fifth Supplemental Indenture, dated as of April 9, 2020, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of 4.500% Senior Secured Note due 2050.](https://www.sec.gov/Archives/edgar/data/1283699/000114036120008648/nc10010559x2_ex4-6.htm) | | | | | | 8-K | | | | | | 4/13/2020 | | | | | | 4.6 | | | | | | | | |

| [removed: 4.26] [added: 4.27] | | | | | | [Seventh Supplemental Indenture, dated as of June 24, 2020 by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of 1.500% Senior Secured Note due 2026.](https://www.sec.gov/Archives/edgar/data/1283699/000114036120014900/nt10012922x8_ex4-2.htm) | | | | | | 8-K | | | | | | 6/26/2020 | | | | | | 4.2 | | | | | | | | |

| [removed: 4.27] [added: 4.28] | | | | | | [Eighth Supplemental Indenture, dated as of June 24, 2020, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of 2.050% Senior Secured Note due 2028.](https://www.sec.gov/Archives/edgar/data/1283699/000114036120014900/nt10012922x8_ex4-3.htm) | | | | | | 8-K | | | | | | 6/26/2020 | | | | | | 4.3 | | | | | | | | |

| [removed: 4.28] [added: 4.29] | | | | | | [Ninth Supplemental Indenture, dated as of June 24, 2020, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of 2.550% Senior Secured Note due 2031.](https://www.sec.gov/Archives/edgar/data/1283699/000114036120014900/nt10012922x8_ex4-4.htm) | | | | | | 8-K | | | | | | 6/26/2020 | | | | | | 4.4 | | | | | | | | |

| [removed: 4.29] [added: 4.30] | | | | | | [Tenth Supplemental Indenture, dated as of October 6, 2020, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee.](https://www.sec.gov/Archives/edgar/data/1283699/000114036120022594/nt10014532x5_ex4-4.htm) | | | | | | 8-K | | | | | | 10/6/2020 | | | | | | 4.4 | | | | | | | | |

| [removed: 4.30] [added: 4.31] | | | | | | [Eleventh Supplemental Indenture, dated as of October 6, 2020, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee.](https://www.sec.gov/Archives/edgar/data/1283699/000114036120022594/nt10014532x5_ex4-5.htm) | | | | | | 8-K | | | | | | 10/6/2020 | | | | | | 4.5 | | | | | | | | |

| [removed: 4.31] [added: 4.32] | | | | | | [Twelfth Supplemental Indenture, dated as of October 6, 2020, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of 3.000% Senior Secured Note due 2041.](https://www.sec.gov/Archives/edgar/data/1283699/000114036120022594/nt10014532x5_ex4-6.htm) | | | | | | 8-K | | | | | | 10/6/2020 | | | | | | 4.6 | | | | | | | | |

| [removed: 4.32] [added: 4.33] | | | | | | [Thirteenth Supplemental Indenture, dated as of October 6, 2020, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of 3.300% Senior Secured Note due 2051.](https://www.sec.gov/Archives/edgar/data/1283699/000114036120022594/nt10014532x5_ex4-7.htm) | | | | | | 8-K | | | | | | 10/6/2020 | | | | | | 4.7 | | | | | | | | |

| [removed: 4.33] [added: 4.34] | | | | | | [Fourteenth Supplemental Indenture, dated as of October 28, 2020, by and among T Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of 2.250% Senior Secured Note due 2031.](https://www.sec.gov/Archives/edgar/data/1283699/000114036120023975/nt10014532x6_ex4-4.htm) | | | | | | 8-K | | | | | | 10/28/2020 | | | | | | 4.4 | | | | | | | | |

| [removed: 4.34] [added: 4.35] | | | | | | [Fifteenth Supplemental Indenture, dated as of October 28, 2020, by and among T Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee.](https://www.sec.gov/Archives/edgar/data/1283699/000114036120023975/nt10014532x6_ex4-5.htm) | | | | | | 8-K | | | | | | 10/28/2020 | | | | | | 4.5 | | | | | | | | |

| [removed: 4.35] [added: 4.36] | | | | | | [Sixteenth Supplemental Indenture, dated as of October 28, 2020, by and among T‑Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee.](https://www.sec.gov/Archives/edgar/data/1283699/000114036120023975/nt10014532x6_ex4-6.htm) | | | | | | 8-K | | | | | | 10/28/2020 | | | | | | 4.6 | | | | | | | | |

| [removed: 4.36] [added: 4.37] | | | | | | [Seventeenth Supplemental Indenture, dated as of October 28, 2020, by and among T Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of 3.600% Senior Secured Note due 2060.](https://www.sec.gov/Archives/edgar/data/1283699/000114036120023975/nt10014532x6_ex4-7.htm) | | | | | | 8-K | | | | | | 10/28/2020 | | | | | | 4.7 | | | | | | | | |

| [removed: 4.37] [added: 4.38] | | | | | | [Eighteenth Supplemental Indenture, dated as of March 30, 2021, by and among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee.](https://www.sec.gov/Archives/edgar/data/101830/000114036121010866/nt10021707x8_ex4-19.htm) | | | | | | S-4 | | | | | | 3/30/2021 | | | | | | 4.19 | | | | | | | | |

| [removed: 4.38] [added: 4.39] | | | | | | [Nineteenth Supplemental Indenture, dated as of August 13, 2021, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of 3.400% Senior Secured Note due 2052.](https://www.sec.gov/Archives/edgar/data/1283699/000119312521246174/d180414dex43.htm) | | | | | | 8-K | | | | | | 8/13/2021 | | | | | | 4.3 | | | | | | | | |

| [removed: 4.39] [added: 4.40] | | | | | | [Twentieth Supplemental Indenture, dated as of August 13, 2021, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee.](https://www.sec.gov/Archives/edgar/data/1283699/000119312521246174/d180414dex44.htm) | | | | | | 8-K | | | | | | 8/13/2021 | | | | | | 4.4 | | | | | | | | |

| [removed: 4.40] [added: 4.41] | | | | | | [Twenty-First Supplemental Indenture, dated as of December 6, 2021, by and among T‑Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of 2.400% Senior Secured Note due 2029.](https://www.sec.gov/Archives/edgar/data/1283699/000114036121040488/brhc10031509_ex4-3.htm) | | | | | | 8-K | | | | | | 12/6/2021 | | | | | | 4.3 | | | | | | | | |

| [removed: 4.41] [added: 4.42] | | | | | | [Twenty-Second Supplemental Indenture, dated as of December 6, 2021, by and among T‑Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of 2.700% Senior Secured Note due 2032.](https://www.sec.gov/Archives/edgar/data/1283699/000114036121040488/brhc10031509_ex4-4.htm) | | | | | | 8-K | | | | | | 12/6/2021 | | | | | | 4.4 | | | | | | | | |

| [removed: 4.42] [added: 4.43] | | | | | | [Twenty-Third Supplemental Indenture, dated as of December 6, 2021, by and among T‑Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee.](https://www.sec.gov/Archives/edgar/data/1283699/000114036121040488/brhc10031509_ex4-5.htm) | | | | | | 8-K | | | | | | 12/6/2021 | | | | | | 4.5 | | | | | | | | |

| [removed: 4.43] [added: 4.45] | | | | | | [Indenture, dated as of September 15, 2022 by and among T-Mobile USA, Inc., T-Mobile US, Inc. and Deutsche Bank Trust Company Americas, as trustee.](https://www.sec.gov/Archives/edgar/data/1283699/000119312522245647/d386774dex41.htm) | | | | | | 8-K | | | | | | 9/15/2022 | | | | | | 4.1 | | | | | | | | |

| [removed: 4.44] [added: 4.46] | | | | | | [First Supplemental Indenture, dated as of September 15, 2022, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of 5.200% Senior Note due 2033.](https://www.sec.gov/Archives/edgar/data/1283699/000119312522245647/d386774dex42.htm) | | | | | | 8-K | | | | | | 9/15/2022 | | | | | | 4.2 | | | | | | | | |

| [removed: 4.45] [added: 4.47] | | | | | | [Second Supplemental Indenture, dated as of September 15, 2022, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of 5.650% Senior Note due 2053.](https://www.sec.gov/Archives/edgar/data/1283699/000119312522245647/d386774dex43.htm) | | | | | | 8-K | | | | | | 9/15/2022 | | | | | | 4.3 | | | | | | | | |

| [removed: 4.46] [added: 4.48] | | | | | | [Third Supplemental Indenture, dated as of September 15, 2022, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of 5.800% Senior Note due 2062.](https://www.sec.gov/Archives/edgar/data/1283699/000119312522245647/d386774dex44.htm) | | | | | | 8-K | | | | | | 9/15/2022 | | | | | | 4.4 | | | | | | | | |