This Annual Report on Form 10-K (“Form 10-K”) of T-Mobile US, Inc. (“T-Mobile,” “we,” “our,” “us” or the “Company”) includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, including information concerning our future results of operations, are forward-looking statements. These forward-looking statements are generally identified by the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “could” or similar expressions. Forward-looking statements are based on current expectations and assumptions, which are subject to risks and uncertainties andthat may cause actual results to differ materially from the forward-looking statements. The following important factors, along with the Risk Factors included in Part I, Item 1A of this Form 10-K, could affect future results and cause those results to differ materially from those expressed in the forward-looking statements:

In addition, historical, current, and forward-looking environmental, social and governance (“ESG”) related statements may be based on standards for measuring progress that are still developing, and internal controls and processes that continue to evolve. Our ESG initiatives are subject to additional risks and uncertainties, including regarding the evolving nature of data availability, quality, and assessment; related methodological concerns; our trademarks.

We are theAmerica’s supercharged Un-carrier. Through our Un-carrier strategy, we’vewe have disrupted the wireless communications services industry by actively engaging with and listening to our customers and focusing on eliminating their existing pain points. This includes providing them with added value and what we believe is an exceptional experience. We introduced ourexperience while implementing signature Un-carrier strategy in 2013 and have since announced 14 signature initiatives that have changed the wireless industry forever.industry. We ended annual service contracts, overages, unpredictable international roaming fees and data buckets, and more. Customer response to our Un-carrier strategy has allowed T-Mobile to grow into the third largest wireless provider in the United States.among other things. We will continue ourare inspired by a relentless focus on customers and are determined to bring the Un-carrier to every potential customer in the United States.

We continue to investexpand the footprint and innovate in these areasimprove the quality of our network, enabling us to deliver ourprovide what we believe are outstanding wireless experiences for customers the best value in the industry. Everything we do is powered by our nationwide 4G LTEwho should not have to compromise on quality and value. Our network and we are rapidly preparing for the next generation of 5G services. Going forward, it is this network that will allowallows us to deliver new, innovative new products and services, such as our High Speed Internet fixed wireless product, with the same customer focusedexperience focus and industry disrupting mentalityindustry-disrupting mindset that has redefinedwe have adopted in our attempt to redefine the wireless servicecommunications services industry in the United States.States in the customers’ favor.

Our primarymost popular service plan offerings,offering is Magenta Max, which allowallows customers to subscribe for wireless communications services separately from the purchase of a device include:

At the time of device purchase, a device from us have the option of financingqualified customers can finance all or a portion of the individual device or accessory purchase price at the time of sale over an installment period, generally of 24 months, using an equipment installment plan (“EIP”). For certain existing customers, devices are leased over an initial period of up to 2418 months usingand may be upgraded when eligibility requirements are met.

We generate the majority of our service revenues by providing wireless communications services to postpaid and prepaid customers. Our advancementsability to attract and retain postpaid and prepaid customers is important to our business in the generation of service revenues, equipment revenues and other revenues. In 2022, our service revenues generated by providing wireless communications services by customer category were:

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

The Merger greatly enhanced our spectrum resources ensureposition. Integration of the spectrum and network assets acquired in the Merger is expected to continue through 2023. Our integration strategy includes deploying the acquired spectrum on the combined network assets to supplement capacity, migrating Sprint customers to our network and optimizing the combined assets by decommissioning redundant sites. As of December 31, 2022, we canhave decommissioned substantially all targeted Sprint macro sites. As a result of the Merger, we have achieved, and expect to continue to increase the breadthachieve, significant synergies and depth ofcost reductions by eliminating redundancies within our network, as the industry moves towards 5G.well as through other business processes and operations.

We provide mobile communicationwireless communications services utilizing low-band spectrum licenses covering our 600 MHz and 700 MHz spectrum, mid-band spectrum licenses, such as Advanced Wireless Services (“AWS”) and, Personal Communications ServiceServices (“PCS”), and low-band2.5 GHz spectrum, licenses utilizing our 600 MHz and 700 MHzmmWave spectrum.

The wireless telecommunicationscommunications services industry is highly competitive. We are the thirdsecond largest provider of postpaid service plans and the largest provider of prepaid service planswireless communications services in the U.S. as measured by our total postpaid and prepaid customers. Our competitors include other national carriers, such as AT&T Inc. (“AT&T”), and Verizon Communications, Inc. (“Verizon”) and Sprint Corporation (“Sprint”). AT&T and Verizon are significantly larger than us and enjoy greater resources and scale advantages as compared to us. In addition, our competitors include numerous smaller and regional carriers, existing MVNOs, including TracFone Wireless, Inc. and Comcast Corporation, (“Comcast”), and future MVNOs, such as Charter Communications, Inc., Altice USA, Inc. and DISH, many of which offer or plan to offer no-contract, postpaid and prepaid service plans. Competitors also include providers who offer similar communication services, such as voice, messaging and data services, using alternative technologies or services.technologies. Competitive factors within the wireless telecommunicationscommunications services industry include pricing, market saturation, service and product offerings, customer experience, network investment and quality, development and deployment of technologies availability of additional spectrum licenses and regulatory changes. Some of our competitors have shown a willingness to use aggressive pricing or offer bundled services as a potential source of differentiation. Other competitors have sought to add ancillary services, like mobile video, to enhance their offerings. Taken together, the competitive factors we face continue to put pressure on growth and margins as companies compete to retain the current customer base and continue to add new customers.

As of December 31, 2017,2022, we employed approximately 51,00071,000 full-time and part-time employees, including network, retail, administrative and customer support functions.

The FCC regulates many key aspects of our business, including licensing, construction, the operation and use of our network, modifications of our network, control and ownership of our licenses and authorizations, the sale, transfer and acquisition of certain licenses, domestic roaming arrangements and interconnection agreements, pursuant to its authority under the Communications Act of 1934, as amended (“Communications Act”). The FCC has a number of complex requirements and proceedings that affect our operations and pending proceedings regarding additional or modified requirements that could increase our costs or diminish our revenues. For example, the FCC has rules regarding provision of 911, 988 and E-911 services, porting telephone numbers, interconnection, roaming, internet openness or net neutrality, disabilities access, privacy and cybersecurity, consumer protection and the universal service and Lifeline programs. Many of these and other issues are being considered in ongoing proceedings, and we cannot predict whether or how such actions will affect our business, financial condition or results of operations.operating results. Our ability to provide services and generate revenues could be harmed by adverse regulatory action or changes to existing laws and regulations. In addition, regulation of companies that offer competing services can impact our business indirectly.

WirelessExcept for operations in certain unlicensed frequency bands, wireless communications services providers generally must be licensed by the FCC to provide communications services at specified spectrum frequencies within specified geographic areas, and must comply with the rules and policies governing the use of the spectrum as adopted by the FCC. The FCC issues each license for a fixed period of time, typically 1010-15 years independing on the case of cellular, PCS and point-to-point microwaveparticular licenses. AWS licenses have an initial term of 15 years, with successive 10-year terms thereafter. While the FCC has generally renewed licenses given to operating companies like us, the FCC has authority both to both revoke a license for cause and to deny a license renewal if a renewal is not in the public interest. Furthermore, we could be subject to fines, forfeitures and other penalties for failure to comply with FCC regulations, even if any such non-compliancenoncompliance was unintentional. In extreme cases, penalties can include revocation of our licenses. The loss of any licenses, or any related fines or forfeitures, could adversely affect our business, results of operations and financial condition. In addition, the FCC retains the right to modify rules related to use of licensed spectrum, which could impact T-Mobile’s ability to provide services.

Additionally, Congress’Congress’s and the FCC’s allocation of additional spectrum for broadband commercial mobile radio service (“CMRS”), which includes cellular, PCS and specialized mobile radio,other wireless services, could significantly increase and intensify competition. We cannot assess the impact that any developments that may occur in the U.S. economy or any future spectrum allocations by the FCC may have on license values. FCC spectrum auctions and other market developments may adversely affect the market value of our licenses or our competitive position in the future. A significant decline in the value of our licenses could adversely affect our financial condition and results of operations. In addition, the FCC periodically reviews its policies on how to evaluate carriers’ spectrum holdings. A change in these policies could affect spectrum resources and competition among us and other carriers.

Congress and the FCC have imposed limitations on foreign ownership of CMRS licensees that exceed 20% direct ownership or 25% indirect ownership.ownership through an entity controlling the licensee. The FCC has ruled that higher levels of indirect foreign ownership, even up to 100%, are presumptively consistent with the public interest, albeit subject to review.but must be reviewed and approved. Consistent with that established policy, the FCC has issued a declaratory ruling authorizing up to 100% ownership of our companyCompany by Deutsche Telekom. This declaratory ruling,DT.

For our Educational Broadband Service (“EBS”) licenses in the 2.5 GHz band, FCC rules previously limited eligibility to hold EBS licenses to accredited educational institutions and ourcertain governmental, religious and nonprofit entities, while permitting those license holders to lease up to 95% of their capacity for non-educational purposes. Therefore, we have historically accessed EBS spectrum primarily through long-term leasing arrangements with EBS license holders. Our EBS spectrum leases typically have an initial term equal to the remaining term of the EBS license, with an option to renew the lease for additional terms, for a total lease term of up to 30 years. On April 27, 2020, the FCC lifted the restriction on who can hold EBS licenses are conditioned on Deutsche Telekom’s and the Company’s compliance with30-year limitation on lease duration, among other changes. The elimination of these restrictions allows current license holders to sell their licenses, including to T-Mobile. While a network security agreement

While the Communications Act generally preempts state and local governments from regulating the entry of, or the rates charged by, wireless communicationcommunications services providers, certain state and local governments regulate other terms and conditions of wireless service, including billing, termination of service arrangements and the imposition of early termination fees, advertising, network outages, the use of devices while driving, service mapping, protection of consumer information, zoning and land use. Additionally,Notwithstanding this federal preemption, several states are considering or have passed laws or regulations

In addition, the Federal Trade Commission (“FTC”) and other federal agencies have asserted that they have jurisdiction over some consumer protection matters and the elimination and prevention of anticompetitive business practices with respect to the provision of non-common carrier services. Further, the FCC and the Federal Aviation Administration regulate the siting, lighting and construction of transmitter towers and antennae. Tower siting and construction are also subject to state and local zoning, as well as federal statutes regarding environmental and historic preservation. The future costs to comply with all relevant regulations are, to some extent, unknown, and changes to regulations, or the applicability of regulations, could result in higher operating and capital expenses, or reduced revenues in the future.

The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically at www.sec.gov. Our Annual Report on Form 10-K, and all other reportsQuarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed with or furnished pursuant to Section 13(a) or 15(d) of the SEC,Securities Exchange Act of 1934, as amended (the “Exchange Act”) are also publicly available free of charge on the Investor Relationsinvestor relations section of our website at investor.t-mobile.com or at www.sec.gov as soon as reasonably practicable after these materialsthey are electronically filed with or furnished to the SEC. Our corporate governance guidelines, director selection guidelines, code of ethics for senior financial officers, code of business conduct, speak up policy, supplier code of conduct, and charters for the audit, compensation, nominating and corporate governance, executive and executiveCEO selection committees of our Board of Directors are also posted on the Investor Relationsinvestor relations section of our website at investor.t-mobile.com. The information on our websiteswebsite is not part of this or any other report we file with, or furnishesfurnish to, the SEC.

In addition to the other information contained in this Form 10-K, the following risk factors should be considered carefully in evaluating T-Mobile. Our business, financial condition, liquidity, or operating results, as well as the price of our common stock and other securities, could be materially adversely affected by any of these risks.

We have multiple competitors that possess either more or different access to wireless competitors, some of which have greater resources than usassets, and yet we compete for customers based principally on service/device offerings; price;offerings, price, network coverage, speed and quality;quality, and customer service. We expect market saturation to continue to cause the wireless industry’s customer growth rate to be moderate over time in comparison with historical growth rates, or possibly negative, leading to ongoing competition for customers. We also expect that our customers’ appetite for data services will place increasing demands on our network capacity.wireless service providers. This competition and our capacityincreasing demands for data services will continue to put pressure on pricing and margins as companies, including us, compete for potential customers.a relatively fixed pool of customers with an ever-expanding variety of

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

We have seen, and continue to expect, additional joint ventures, mergers, acquisitions, and strategic alliances in the wirelessconverged connectivity sector, have resulted in and are expected towhich could result in larger competitors competing for a limited number of customers. The two largest national wireless communication providers currently serve a significant percentageFurther consolidation could negatively impact our businesses, including wholesale. For example, we have experienced and will continue to experience declining revenues from our wholesale business as Verizon migrates legacy TracFone customers off the T-Mobile network and DISH services more of all wirelessits Boost Mobile customers and hold significant spectrum and other resources.with their standalone network. Our largest competitors may be able toalso enter into exclusive handset, device, or content arrangements, execute pervasive advertising and marketing campaigns, or otherwise improve their cost position relative to ours.ours, making it more difficult for us to compete and negatively impacting our business. In addition, refusal of our large competitors and partners to provide critical access to resources and inputs, such as roaming and/or backhaul services to us, on reasonable terms could improve their position within the wireless broadband mobile services industry.negatively impact our business.

Our business involves the receipt, storage, and transmission of confidential information about our customers, such as cable, telecom servicessensitive personal, account and content, satellite,payment card information, confidential information about our employees and suppliers, and other service providers. Companiessensitive information about our Company, such as our business plans, transactions, financial information, and intellectual property (collectively, “Confidential Information”). We are subject to persistent cyberattacks and threats to our networks, systems, and supply chain from a variety of bad actors, many of whom attempt to gain access to and compromise Confidential Information by exploiting bugs, errors, misconfigurations or other vulnerabilities in our networks and other systems (including purchased and third-party systems) or by engaging in credential harvesting or social engineering. In some cases, these bad actors may obtain unauthorized access to Confidential Information utilizing credentials taken from our customers, employees, or third parties. Other bad actors aim to cause serious operational disruptions to our business or networks through other means, such as through ransomware or distributed denial of services attacks.

Cyberattacks against companies like Comcastours have increased in frequency and AT&T (and AT&T’s proposed acquisitionpotential harm over time, and the methods used to gain unauthorized access constantly evolve, making it increasingly difficult to anticipate, prevent, and/or detect incidents successfully in every instance. They are perpetrated by a variety of Time Warner, Inc.) will havegroups and persons, including state-sponsored parties, malicious actors, employees, contractors, or other unrelated third parties. Some of these persons reside in jurisdictions where law enforcement measures to address such attacks are ineffective or unavailable, and such attacks may even be perpetrated by or at the scalebehest of foreign governments.

In addition, we routinely provide certain Confidential Information to third-party providers whose products and assets to aggressively competeservices are used in a converging industry. Verizon, through the acquisitions of AOL, Inc. and Yahoo! Inc. is also a significant competitor focusing on premium content offerings to diversify outside of core wireless. Further, someour business operations, including as part of our competitors now provide content servicesIT systems, such as cloud services. These third-party providers have experienced in addition to voicethe past, and

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

The scarcityIn addition to the recent cyberattacks, we have experienced other unrelated immaterial incidents involving unauthorized access to certain Confidential Information. Typically, these incidents have involved attempts to commit fraud by taking control of a customer’s phone line, often by using compromised credentials. In other cases, the incidents have involved unauthorized access to certain of our customers’ private information, including credit card information, financial data, social security numbers or passwords, and costto certain of additional wireless spectrum,our intellectual property.

Our procedures and regulations relatingsafeguards to spectrum use,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 regulations. These preventative actions require the investment of significant resources and management time and attention. Additionally, we do not have control of the cybersecurity systems, breach prevention, and response protocols of our third-party providers. While T-Mobile may adversely affecthave contractual rights to assess the effectiveness of many of our providers’ systems and protocols, we do not have the means to know or assess the effectiveness of all of our providers’ systems and controls at all times. We cannot provide any assurances that actions taken by us, or our third-party providers, will adequately repel a significant cyberattack or prevent or substantially mitigate the impacts of cybersecurity breaches or misuses of Confidential Information, unauthorized access to our networks or systems or exploits against third-party environments, or that we, or our third-party providers, will be able to effectively identify, investigate, and remediate such incidents in a timely manner or at all. We expect to continue to be the target of cyberattacks, given the nature of our business, strategy and we expect the same with respect to our third-party providers. If we fail to protect Confidential Information or to prevent operational disruptions from future cyberattacks, there may be a material adverse effect on our business, reputation, financial condition, cash flows, and operating results.

Significant technological changes continue to impact the communicationsour industry. In general, these technological changes enhance communications and enable a broader array of companies to offer services competitive with ours. In order to grow and remain competitive, with new and evolving technologies in our industry, we will need to adapt to future changes in available technology, continually invest in our network, increase network capacity, enhance our existing offerings, and introduce new offerings to addressmeet our current and potential customers’ changing service demands. Enhancing our network, such as deployingincluding the ongoing deployment of our 5G network, is subject to risk fromrisks related to equipment changes and the migration of customers from existing spectrum bandsolder technologies. Negative public perception of, and regulations regarding, the potential inabilityperceived health risks relating to secure spectrum necessary to deploy advanced technologies.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. In general, the development of new services in the wireless telecommunications industry will require us to anticipate and respond to the continuously changing demands of our customers, which we may not be able to do accurately or timely. 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.

The market for highly skilled workers and leaders is extremely competitive. We believe our future success depends in substantial part on our ability to recruit, hire, motivate, develop, and retain talented personnel for all areas of our organization, including our CEO and the other security breaches, whether directly or by waymembers of third parties.

In addition, certain members of our senior leadership team, including our CEO have term employment agreements with us. Our inability to extend the methodsterms of unauthorized access constantlythese employment agreements or to replace these members of our senior leadership team at the end of their terms with qualified and capable successors could hinder our strategic planning and execution.

In addition, the new hybrid work model introduced during the global COVID-19 pandemic (the “Pandemic”) required T-Mobile to change and evolve. Weevolve our company culture. As our culture continues to evolve, we may experience unauthorized access or distribution of confidential information by third parties or employees, errors or breaches by third party suppliers, or other breaches of security that compromise the integrity of confidential information, and such breaches can have a materially adverse effectimpacts on our business or damage our reputation.

To be successful, we must provide our customers with reliable, trustworthy service and protect the communications, location, and personal information shared or generated by our customers. We rely upon both our systems and networks - those of third-party suppliers and the systems and networks of other providers, and suppliersin addition to our own - to provide and support our services and, in some cases, protect our customers’ information and our information. Failureservice offerings. System, network, or infrastructure failures resulting from a number of our or others’ systems, networks, or infrastructurecauses may prevent us from providing reliable service or may allow for the unauthorized use of or interference with our networks and other systems or for the compromise of customer information.service. Examples of these risks include:

Such events could cause us to lose customers loseand revenue, incur expenses, suffer reputational damage, and subject us to fines, penalties, adverse actions or judgments, litigation, or governmental investigation.investigations. Remediation costs could include liability for information loss, costs of repairing infrastructure and systems, and/or costs of incentives offered to customers. Our insurance may not cover or may not be adequate to fully reimburse us for costs and losses associated with such events, and such events may also impact the availability of insurance at costs and other terms we find acceptable for future events.

We are currently implementing a new customer billing system, which involves a new third-party supported platformoperating and utilization of a phased deployment approach. Post implementation, we plan to operate both the existing and newmaintaining multiple billing systems in paralleland supporting platforms. We expect to aidcontinue to do so until successful conversion of Sprint’s legacy customers to T-Mobile’s existing billing platforms. We may encounter unanticipated difficulties or experience delays in the transitionongoing integration efforts with respect to the new system until all phases of the conversion are complete.

We depend heavily onhave a diverse set of suppliers their subcontractors, and other third parties in order for us to efficiently operate our business. Due to the complexity of our business, it is not unusual for multiple vendors located in multiple locations to help us to develop, maintain, and troubleshoot products and services such as wireless and wireline network components, software development services, and billing and customer service support. Our suppliers may provide services outside of the United States, which carries associated additional regulatory and legal obligations. We commonly rely upon the suppliers to provide contractual assurances and accurate information regarding risks associated with their provision of products or servicesHowever, in accordance with our expectations and standardscertain areas such as, our supplier code of conduct and our third party-risk management standards. Failure of such suppliers to comply with our expectations and standards could have a material adverse effect on our business, financial condition, and operating results.

Our suppliers are also subject to their own risks, including, but not limited to, economic, financial condition, and operating results.

Economic, political,Further, some of our suppliers may provide services from outside of the United States, which carries additional regulatory and market conditionslegal obligations. We rely on suppliers to provide us with contractual assurances and to disclose accurate information regarding risks associated with their provision of products or services in accordance with our policies and standards, including our Supplier Code of Conduct and our third-party risk management practices. The failure of our suppliers to comply with our expectations and policies could expose us to additional legal and litigation risks and lead to unexpected contract terminations.

Our ability to service our substantial debt obligations will depend on future performance, which will be affected by business, economic, market and industry conditions and other factors, including our ability to achieve the expected benefits of the Transactions. There is no guarantee that we will be able to generate sufficient cash flow to service our debt obligations when due. If we are unable to meet such obligations or fail to comply with the financial condition, and operating results, as well asother restrictive covenants contained in the agreements governing such debt obligations, we may be required to refinance all or part of our accessdebt, sell important strategic assets at unfavorable prices or make additional borrowings. We may not be able to, financingat any given time, refinance our debt, sell assets, or make additional borrowings on favorablecommercially reasonable terms or at all.

In addition, instabilityInstability in the global financial markets, inflation, policies of various governmental and regulatory agencies, including changes in monetary policy and interest rates, and other general economic conditions could lead to periodic volatility in the credit equity, and fixed incomeequity markets. This volatility could limit our access to the creditcapital markets, leading to higher borrowing costs or, in some cases, the inability to obtain financing on terms that are acceptable to us or at all.

The agreements governing our indebtedness and other financing arrangementsfinancings impose significant operating and financial restrictions on us.restrictions. These restrictions, subject in certain cases to customary baskets, exceptions and maintenance and incurrence-based ratiofinancial tests, together with our debt service obligations, may limit our or our subsidiaries’ ability to engage in some transactions including the following:

outstanding plus any interest, fees, penalties, or premiums. An event of default may also compel us to sell certain assets securing indebtedness under certain of these events would have a material adverse effect onagreements.

Credit ratings impact the cost and availability of future borrowings and, as a result, cost of capital. Our significant indebtednesscurrent ratings reflect each rating agency’s opinion of our financial strength, operating performance, and ability to meet our debt obligations. Our capital structure and business model are reliant on continued access to debt markets. Each rating agency reviews our ratings periodically, and there can be no assurance that such ratings will be maintained in the future. A downgrade in our corporate rating and/or our issued debt ratings could impact our ability to access debt markets and adversely affect our business, cash flows, financial condition, and operating results.

The FCC regulates the licensing, construction, modification, operation, ownership, sale, and interconnection of wireless communications systems, as do some state and local regulatory agencies. In particular, the FCC imposes significant regulation on licensees of wireless spectrum with respect to how radio spectrum is used by licensees, the nature of the services that licensees may offer and how the services may be offered, and the resolution of issues of interference between operators in the same or adjacent spectrum bands. Changes necessary to resolve interference issues or concerns may have a significant impact on our ability to fully utilize our spectrum. As an example, we recently won spectrum licenses in the so-called “C band” to support our continued rollout of 5G technology and services. There have been concerns raised that use of this spectrum by wireless carriers for 5G deployment could interfere with the altimeters in certain aircraft, and there is an ongoing discussion between the industry, the FCC, and the FAA as to whether and how 5G operations should be limited around airports. Additionally, the FTC and other federal and state agencies have asserted that they have jurisdiction over some consumer protection matters, and the elimination and prevention of anticompetitive business practices with respect to the provision of wireless products and services. We are subject to regulatory oversight by various federal, state and local agencies, as well as judicial review and actions, on issues related to the wireless industry that include, but are not limited to: roaming, interconnection, spectrum allocation and licensing, facilities siting, pole attachments, intercarrier compensation, Universal Service Fund (“USF”), net neutrality, 911 services, consumer protection, consumer privacy, and cybersecurity. We are also subject to regulations in connection with other aspects of our business, including handset financing and insurance activities.

We cannot assure you that the FCC or any other federal, state, or local agencies will not adopt regulations, implement new programs, or take enforcement or other actions that would adversely affect our business, impose new costs, or require changes in current or planned operations.operations, including timing of the shutdown of legacy technologies. For example, underin response to the Obama administration,Pandemic, the California Public Utilities Commission adopted a resolution providing a moratorium on customer disconnects and late fees for certain California customers facing financial hardship. Additionally, in 2015 and 2016, the FCC established new net neutrality and privacy regimes that applied to our operations. Both sets of rules potentially subjected some of our initiatives and practices to more burdensome requirements and heightened scrutiny by federal and state regulators, the public, edge providers,

and private litigants regarding whether such initiatives or practices are compliant. While the FCC rules are nowwere largely rolled back in December 2017, the current FCC updated transparency obligations to require nutrition-style broadband label disclosures effective potentially in 2023 that could prompt regulatory inquiries, and the FCC could decide to establish new net neutrality requirements. In addition, some states and other jurisdictions have enacted laws in these areas (including, for example, California and other states’ net neutrality laws, the CCPA and CPRA as discussed below) and others are considering enacting similar laws. It also is uncertain what rules may be promulgated under the Trumpcurrent administration some state legislators(e.g., the FTC has discussed promulgating privacy rules), perpetuating the risk and regulators are seeking to replace them with state laws, perpetuating uncertainty regarding the regulatory environment and compliance around these issues.

In addition, states are increasingly focused on the quality of service and support that wireless communicationcommunications service providers provide to their customers and several states have proposed or enacted new and potentially burdensome regulations in this area. We also face potential investigations by, and inquiries from or actions by state Public Utility Commissions.public utility commissions. We also cannot assure you that Congress will not amend the Communications Act, from which the FCC obtains its authority, and which serves to limit state authority, or enact other legislation in a manner that could be adverse to our business.

Failure to comply with applicable regulations could have a material adverse effect on our business, financial condition, and operating results. We could be subject to fines, forfeitures, and other penalties (including, in extreme cases, revocation of our spectrum licenses) for failure to comply with the FCC or other governmental regulations, even if any such non-compliancenoncompliance was unintentional. The loss of any licenses, or any related fines or forfeitures, could adversely affect our business, financial condition, and operating results.

We and our affiliates are regularly involved in a number of legalvarious disputes, governmental and/or regulatory inspections, investigations and proceedings, before various statemass arbitrations and federal courts, the FCC, the FTC, other federal agencies, and state and local regulatory agencies, including state attorneys general.litigation matters. Such legal proceedings can be complex, costly, and highly disruptive to our business operations by diverting the attention and energiesenergy of management and other key personnel.

The assessment of the outcome of legal proceedings, including our potential liability, if any, is a highly subjective process that requires judgments about future events that are not within our control. The amounts ultimately received or paid upon settlement or pursuant to final judgment, order or decree may differ materially from amounts accrued in our financial statements. In addition, litigation or similar proceedings could impose restraints on our current or future manner of doing business. Such potential outcomes including judgments, awards, settlements or orders could have a material adverse effect on our business, reputation, financial condition, cash flows and operating results.

The financing of devices, such as through our EIP, and JUMP! On Demand or other leasing programs, such as those acquired in the Merger, has expanded our regulatory compliance obligations. Failure to remain compliant with applicable regulations may increase our risk exposure in the following areas:

Failure to comply with applicable regulations and the realization of any of these risks could have a material adverse effect on our business, financial condition, and operating results.

In connection with the products and services we sell, we calculate, collect, and remit various federal, state, and local taxes, surchargesfees and regulatory feescharges (“tax” or “taxes”) to numerous federal, state and local governmental authorities, including federal and state USF contributions and common carrier regulatory charges and public safety fees. As many of our service plans offer taxes and fees inclusive, our business results could be adversely impacted by increases in taxes and fees. In addition, we incur and pay state and local transaction taxes and fees on purchases of goods and services used in our business.

Tax laws are dynamic and subject to change as new laws are passed and new interpretations of the lawlaws are issued or applied. In many cases, the application of existing, newly enacted or amended tax laws (including the recently enacted Tax Cuts and Jobs Act of 2017 in the United States) ismay be uncertain and subject to differingdifferent interpretations, especially when evaluated against new technologies and telecommunications services, such as broadband internet access and cloud related services. Changescloud-related services and in the context of our merger with Sprint. Legislative changes, administrative interpretations and judicial decisions affecting the scope or application of tax laws could also impact revenue reported and taxes due on tax inclusive plans.

In the event that federal, state, and/or local municipalities were to significantly increase taxes and regulatory or public safety charges on our network, operations, or services, or seek to impose new taxes or charges, it could have a material adverse effect on our business, financial condition, and operating results.

Our existing wireless licenses are subject to renewal upon the expiration of the 10-year or 15-year period for which they are granted. Historically,Our licenses have been granted with an expectation of renewal and the FCC has approved our license renewal applications. However, the Communications Act provides that licenses may be revoked for cause and license renewal applications denied if the FCC determines that a renewal would not serve the public interest. In addition, our licenses are subject to our compliance with the terms set forth in the agreement

Deutsche Telekom beneficially owns and possesses majority voting powerOur Certificate of Incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the fully diluted sharesState of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or employee of the Company to the Company or its stockholders, (iii) any action asserting a claim arising pursuant to any provision of the General Corporation Law of the State of Delaware, the Certificate of Incorporation or the Company's bylaws or (iv) any other action asserting a claim arising under, in connection with, and governed by the internal affairs doctrine. This choice of forum provision does not waive our common stock.compliance with our obligations under the federal securities laws and the rules and regulations thereunder. Moreover, the provision does not apply to suits brought to enforce a duty or liability created by the Exchange Act or by the Securities Act of 1933, as amended.

ThroughThis choice of forum provision may increase costs to bring a claim, discourage claims or limit a stockholder's ability to bring a claim in a judicial forum that the stockholder finds favorable for disputes with the Company or its controldirectors, officers or employees, which may discourage such lawsuits against the Company and its directors, officers and employees, even though an action, if successful, might benefit our stockholders. Alternatively, if a court were to find the choice of forum provision to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such matters in other jurisdictions, which could increase our costs of litigation and adversely affect our business and financial condition.

Accordingly, DT controls a majority of the voting control,power of our common stock and therefore we are a “controlled company,” as defined in the NASDAQ Stock Market LLC (“NASDAQ”) listing rules, and we are not subject to NASDAQ requirements that would otherwise require us to have a majority of independent directors, a nominating committee composed solely of independent directors or a compensation committee composed solely of independent directors. Accordingly, our stockholders will not be afforded the same protections generally as stockholders of other NASDAQ-listed companies generally receive with respect to corporate governance for so long as we rely on these exemptions from the corporate governance requirements.

In addition, pursuant to our certificateCertificate of incorporationIncorporation and the Stockholder’sSecond Amended and Restated Stockholders’ Agreement, restrict us from taking certain actions without Deutsche Telekom’s prior written consent as long as Deutsche TelekomDT beneficially owns 30% or more of our outstanding common stock, we are restricted from taking certain actions without DT’s prior written consent, including (i) incurring indebtedness above certain levels based on a specified debt to cash flow ratio, (ii) taking any action that would cause a default under any instrument evidencing indebtedness involving DT or its affiliates, (iii) acquiring or disposing of assets or entering into mergers or similar acquisitions in excess of $1.0 billion, (iv) changing the outstandingsize of our board of directors, (v) subject to certain exceptions, issuing equity of 10% or more of the then-outstanding shares of our common stock, including:

Deutsche TelekomDT effectively has control over all matters submitted to our stockholders for approval, including the election or removal of directors, changes to our certificateCertificate of incorporation,Incorporation, a sale or merger of our Company and other transactions requiring stockholder approval under Delaware law. Deutsche Telekom’sDT’s controlling interest may have the effect of making it more difficult for a third party to acquire, or discouraging a third party from seeking to acquire, the Company. Deutsche TelekomCompany and DT, as the controlling stockholder, may have strategic, financial, or other interests different from our other stockholders, including as the holder of a substantial amountportion of our indebtednessdebt and as the counter-partycounterparty in a number of commercial arrangements, and may make decisions adverse to the interests of our other stockholders.

In addition, we license certain trademarks from Deutsche Telekom,DT, including the right to use the trademark “T-Mobile” as a name for the Company and our flagship brand under a trademark license agreement, between Deutsche Telekom and the Company.as amended, with DT. As described in more detail in our proxy statementProxy Statement on Schedule 14A filed with the SEC on April 27, 2022 under the heading “Transactions with Related Persons and Approval”,Approval,” we are obligated under the trademark license to pay Deutsche TelekomDT a royalty in an amount equal to 0.25%, which we refer to as the royalty rate, (the “royalty rate”) of the net revenue (as defined in the trademark license) generated by products and services sold by the Company under the licensed trademarks. However, the license agreement includestrademarks subject to a royalty rate adjustment mechanism that will occur in early 2018cap of $80 million per calendar year through December 31, 2028. We and potentially result inDT are obligated to negotiate a new royalty rate effective in January 2019.  We also havetrademark license when (i) DT has 50% or less of the rightvoting power of the outstanding shares of capital stock of the Company or (ii) any third party owns or controls, directly or indirectly, 50% or more of the voting power of the outstanding shares of capital stock of the Company, or otherwise has the power to direct or cause the direction of the management and policies of the Company. If we and DT fail to agree on a new trademark license, either we or DT may terminate the trademark license upon one year’s prior notice.  Anand such termination shall be effective, in the case of clause (i) above, on the third anniversary after a notice of termination and, in the case of clause (ii) above, on the second anniversary after a notice of termination. A further increase in the royalty rate or termination of the trademark license could have a material adverse effect on our business, financial condition, and operating results.

We cannot predict the effect, if any, that market sales of shares or the availability of shares of our common stock by DT or SoftBank will have on the prevailing trading price of our common stock from time to time.stock. Sales or issuances of a substantial number of shares of our common stock could cause our stock price to decline and could result in dilution of your shares.decline.

We, DT and Deutsche TelekomSoftBank are parties to the Stockholder’sSecond Amended and Restated Stockholders’ Agreement pursuant to which Deutsche TelekomDT is free to transfer its shares in public sales without notice, as long as such transactions would not result in the transfereea third party owning more than 30% or more of the outstanding shares of our common stock. If a transfer wouldwere to exceed the 30% threshold, it iswould be prohibited unless the transfer were approved by our board of directors, or the transferee makeswere to make a binding offer to purchase all of the other outstanding shares on the same price and terms. The Stockholder’sSecond Amended and Restated Stockholders’ Agreement does not otherwise impose any other restrictions on the sales of common stock by Deutsche Telekom.DT or SoftBank. Moreover, we have filed a shelf registration statementthe Second Amended and Restated Stockholders’ Agreement generally requires us to cooperate with respectDT to facilitate the resale of our common stock and certainor debt securities held by Deutsche Telekom, which would facilitate the resale by Deutsche Telekom of all or any portion of the shares of our common stock it holds.DT under shelf registration statements we have filed. The sale of shares of our common stock by Deutsche TelekomDT or SoftBank (other than in transactions involving the purchase of all of our outstanding shares) could significantly increase the number of shares available in the market, which could cause a decrease

OurFurthermore, under existing law, no more than 20% of an FCC licensee’s capital stock price may be volatile, anddirectly owned, or no more than 25% indirectly owned, or voted by non-U.S. citizens or their representatives, by a foreign government or its representatives or by a foreign corporation. If an FCC licensee is controlled by another entity, up to 25% of that entity’s capital stock may fluctuate based upon factorsbe owned or voted by non-U.S. citizens or their representatives, by a foreign government or its representatives or by a foreign corporation. Foreign ownership above the 25% holding company level may be allowed if the FCC finds such higher levels consistent with the public interest. The FCC has ruled that have littlehigher levels of foreign ownership, even up to 100%, are presumptively consistent with the public interest with respect to investors from certain nations. If our foreign ownership by previously unapproved foreign parties were to exceed the permitted level without further FCC authorization, the FCC could subject us to a range of penalties, including an order for us to divest the foreign ownership in part, fines, license revocation or nothing to do with our business, financial condition and operating results.

Our previously announcedBoard of Directors has authorized our 2022 Stock Repurchase Program for up to $14.0 billion of the Company’s common stock repurchase program,through September 30, 2023, with $3.0 billion spent by the Company on share repurchases as of December 31, 2022, and any subsequent stock purchase program put in placean additional $2.1 billion spent by the Company from timeJanuary 1, 2023 through February 10, 2023. Any additional share repurchases will depend upon, among other factors, our cash balances and potential future capital requirements, our results of operations and financial condition, our ability to time, could affectaccess capital markets, our priorities for the use of cash for other purposes, the price of our common stock, increase the volatility of our common stock and could diminish our cash reserves. Such repurchase program may be suspended or terminated at any time, which may result in a decrease in the trading price of our common stock.