8-K - TMUS - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 27, 2022

T-MOBILE US, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	1-33409	20-0836269
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer
of incorporation)		Identification No.)

12920 SE 38th Street

Bellevue, Washington

(Address of principal executive offices)

98006-1350

(Zip Code)

Registrant’s telephone number, including area code: (425) 378-4000

(Former Name or Former Address, if Changed Since Last Report):

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.00001 per share	TMUS	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 — Results of Operations and Financial Condition

On April 27, 2022, T-Mobile US, Inc. (the “Company”) issued a press release announcing the financial and operating results of the Company for the quarter ended March 31, 2022. The text of the press release and accompanying Investor Factbook are furnished as Exhibits 99.1 and 99.2 and incorporated herein by reference.

The information in Item 2.02 to this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

Item 9.01 — Financial Statements and Exhibits

(d) Exhibits:

Exhibit	Description
99.1	Press release, dated April 27, 2022, entitled "T-Mobile Delivers Industry-Leading Growth in Postpaid Accounts and Customers in Q1 2022 Fueled by 5G Network Leadership"
99.2	Investor Factbook of T-Mobile US, Inc.First Quarter 202 2 Results
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
SIGNATURES
---

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	T-MOBILE US, INC.
April 27, 2022	/s/ Peter Osvaldik
	Peter Osvaldik<br>Executive Vice President and Chief Financial Officer

Document

EXHIBIT 99.1

T-Mobile Delivers Industry-Leading Growth in Postpaid Accounts and Customers in Q1 2022 Fueled by 5G Network Leadership

Un-carrier Celebrates Two-Year Merger Anniversary with Highest Postpaid Service Revenue and Cash Flow Growth in the Industry and Raises Guidance Across the Board

Industry-Leading Growth in Postpaid and Broadband Customers(1)

•Postpaid net account additions of 348 thousand, best in industry and record Q1

•Postpaid net customer additions of 1.3 million, best in industry and highest Q1 in eight years

•Postpaid phone net customer additions of 589 thousand, including best churn improvement in industry

•High Speed Internet net customer additions of 338 thousand, best in industry and record high

Strong Financial Results Drive 2022 Guidance Raise Across the Board

•Service revenues of $15.1 billion grew 7% year-over-year including industry-leading Postpaid service revenue growth of 9%

•Strong Net income of $713 million and diluted earnings per share (“EPS”) of $0.57

•Core Adjusted EBITDA(2) of $6.5 billion grew 10% year-over-year, best growth in industry and raising guidance

•Net cash provided by operating activities of $3.8 billion grew 5% year-over-year, best growth in industry and raising guidance

•Free Cash Flow(2) of $1.6 billion grew 26% year-over-year, best growth in industry and raising guidance

•Raising merger synergies guidance range to $5.2 to $5.4 billion in 2022

Unprecedented Pace of Network Build Extends 5G Leadership and Delivers on Accelerated Integration

•Extended Range 5G covers 315 million people, or 95% of Americans

•Ultra Capacity 5G covers 225 million people and nearly 85% of T-Mobile customers

•Approximately 45% of postpaid customers are now using a 5G phone, and 5G devices account for more than half of total network traffic

•On track to complete Sprint customer network migration mid-year and decommissioning by end of year

Bellevue, WA - April 27, 2022 - T-Mobile US, Inc. (NASDAQ: TMUS) reported first quarter 2022 results today, delivering industry-leading growth in postpaid and broadband customers driven by its unparalleled 5G network and best value combination. T-Mobile had the highest postpaid service revenue and cash flow growth in the industry enabled by its synergy-backed model and diverse growth strategy and raises full-year 2022 guidance across the board.

“T-Mobile continues to be the growth leader in this industry, with another beat and raise quarter that delivered front-of-the-pack postpaid, new account, and broadband customer results,” said Mike Sievert, CEO of T-Mobile. “Only the Un-carrier’s unparalleled network leadership in the 5G era has enabled us to give customers the best network and best value without compromise, and effectively solve one of the most prevalent pain points in the wireless industry. And we are accomplishing this while advancing our integration and delivering bigger synergies faster than expected. I’m excited to carry our momentum forward through the rest of the year.”

___________________________________________________________

(1)AT&T Inc. historically does not disclose postpaid net account additions. Industry-leading claims based on consensus expectations if results not yet reported.

(2)Core Adjusted EBITDA and Free Cash Flow are non-GAAP financial measures. These non-GAAP financial measures should be considered in addition to, but not as a substitute for, the information provided in accordance with GAAP. Reconciliations for these non-GAAP financial measures to the most directly comparable GAAP financial measures are provided in the Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures tables. We are not able to forecast Net income on a forward-looking basis without unreasonable efforts due to the high variability and difficulty in predicting certain items that affect Net income including, but not limited to, Income tax expense and Interest expense. Core Adjusted EBITDA should not be used to predict Net income as the difference between either of the two measures and Net income is variable.

Industry-Leading Growth in Postpaid and Broadband Customers

•Postpaid net account additions of 348 thousand increased 91 thousand year-over-year.

•Postpaid net customer additions of 1.3 million increased 108 thousand year-over-year.

•Postpaid phone net customer additions of 589 thousand including industry-leading postpaid phone gross additions. Postpaid phone churn was 0.93%, which improved an industry-leading 5 basis points year-over-year and 17 basis points sequentially.

•Prepaid net customer additions were 62 thousand. Prepaid churn was 2.67% in Q1 2022, which improved by 11 basis points year-over-year.

•High Speed Internet net customer additions of 338 thousand increased more than 3x year-over-year. T-Mobile ended the quarter with 984 thousand High Speed Internet customers and currently serves more than 1 million customers.

•Total net customer additions of 1.4 million increased 19 thousand year-over-year and the total customer count increased to a record-high of 109.5 million.

	Quarter
(in thousands, except churn)	Q1 2022		Q4 2021		Q1 2021
Postpaid net account additions	348		315		257
Total net customer additions	1,380		1,799		1,361
Postpaid net customer additions	1,318		1,750		1,210
Postpaid phone net customer additions	589		844		773
Postpaid other net customer additions	729		906		437
Prepaid net customer additions	62		49		151
Total customers, end of period (1)(2)	109,541		108,719		103,437
Postpaid phone churn	0.93	%	1.10	%	0.98	%
Prepaid churn	2.67	%	3.01	%	2.78	%
High Speed Internet net customer additions	338		224		93
Total High Speed Internet customers, end of period	984		646		193

(1)Customers impacted by the decommissioning of the legacy Sprint CDMA network, who did not migrate to the T-Mobile network, have been excluded from the postpaid customer base resulting in the removal of 212,000 postpaid phone customers and 349,000 postpaid other customers in the first quarter of 2022. In connection with the acquisition of companies, T-Mobile included a base adjustment in the first quarter of 2022 to increase postpaid phone customers by 17,000 and reduce postpaid other customers by 14,000.

(2)In the first quarter of 2021, T-Mobile acquired 11,000 postpaid phone customers and 1,000 postpaid other customers through the acquisition of an affiliate.

Strong Financial Results

•Total service revenues increased 7% year-over-year to $15.1 billion, which included Postpaid service revenue growth of 9% year-over-year driven by continued customer account and ARPA growth.

•Net income decreased year-over-year to $713 million and Diluted earnings per share (“EPS”) decreased year-over-year to $0.57, which included merger-related costs, net of tax, of $1.1 billion or $0.84 per share.

•Core Adjusted EBITDA increased 10% year-over-year to $6.5 billion due to Service revenue growth and increased synergy realization.

•Net cash provided by operating activities increased 5% year-over-year to $3.8 billion, which included cash payments for merger-related costs of $893 million.

•Cash purchases of property and equipment, including capitalized interest increased 6% year-over-year to $3.4 billion driven by the accelerated build-out of its nationwide 5G network.

•Free Cash Flow increased 26% year-over-year to $1.6 billion, which included cash payments for merger-related costs of $893 million and cash purchases of property and equipment of $3.4 billion.

(in millions, except EPS)		Quarter								Q1 2022 vs.<br><br>Q1 2021
	Q1 2022			Q4 2021			Q1 2021
Total service revenues		$	15,128		$	14,963		$	14,192	1.1	%	6.6	%
Total revenues		20,120			20,785			19,759		(3.2)	%	1.8	%
Net income		713			422			933		69.0	%	(23.6)	%
Diluted EPS		0.57			0.34			0.74		67.6	%	(23.0)	%
Adjusted EBITDA		6,950			6,302			6,905		10.3	%	0.7	%
Core Adjusted EBITDA		6,463			5,679			5,864		13.8	%	10.2	%
Net cash provided by operating activities		3,845			3,000			3,661		28.2	%	5.0	%
Cash purchases of property and equipment, including capitalized interest		3,381			2,929			3,183		15.4	%	6.2	%
Free Cash Flow		1,649			1,112			1,304		48.3	%	26.5	%

Unprecedented Pace of Network Build Extends 5G Leadership

T-Mobile continues to pull away from the competition and further solidify its leadership position as America's only nationwide, standalone 5G network, delivering unmatched performance and a differentiated network experience for consumers and businesses.

T-Mobile’s 5G network covers 315 million people, or 95% of Americans, across 1.8 million square miles, delivering more geographic coverage than Verizon and AT&T combined, including over 4x Verizon and over 30% more than AT&T. Super-fast Ultra-Capacity 5G covers 225 million people and nearly 85% of T-Mobile customers. And T-Mobile isn’t slowing down, with plans to bring Ultra Capacity 5G to 260 million people this year and 300 million by the end of 2023.

With the fastest and most available 5G network, T-Mobile has earned the crown of America’s 5G leader. The nation’s most awarded 5G network recently earned yet another win, with Ookla recognizing T-Mobile as #1 in Overall Speed, Highest Consistency, Fastest 5G Speed and Best 5G Availability in its Q1 nationwide Speedtest Market Analysis.

Raising 2022 Merger Synergies Guidance on Accelerated Integration Progress

T-Mobile continues to deliver on accelerated integration milestones, including plans to finish transitioning all Sprint customers to the T-Mobile network over the next few months - just over two years from merger close. The company is also on track to upgrade or decommission substantially all Sprint sites this year - less than three years from merger close. Roughly one-third of the 35,000 targeted sites have been decommissioned as of Q1 2022 with the remaining ramping in the second half of the year.

Based on the continued strength of execution, T-Mobile is raising merger synergies guidance range to $5.2 to $5.4 billion in 2022, up from the previous range of $5.0 to $5.3 billion.

•Approximately $2.3 billion to $2.4 billion of selling, general and administrative (SG&A) expense reductions

•Approximately $1.6 billion to $1.7 billion of network synergies achieved through cost of service expense reductions

•Approximately $1.3 billion of network synergies related to avoided site builds

Raising 2022 Guidance Across the Board

•Postpaid net customer additions are expected to be between 5.3 million and 5.8 million, an increase from prior guidance of 5.0 to 5.5 million.

•Core Adjusted EBITDA, which is Adjusted EBITDA less lease revenues, is expected to be between $25.8 billion and $26.2 billion, an increase from prior guidance of $25.6 to $26.1 billion.

•Merger-related costs are expected to be between $4.5 billion and $5.0 billion before taxes. These costs are excluded from Core Adjusted EBITDA but will impact Net income, Net cash provided from operating activities and Free Cash Flow.

•Net cash provided by operating activities, including payments for Merger-related costs, is expected to be between $15.7 billion and $16.1 billion, an increase from prior guidance of $15.5 to $16.1 billion.

•Cash purchases of property and equipment, including capitalized interest, are expected to be between $13.2 billion to $13.5 billion, an increase from the prior guidance of $13.0 to $13.5 billion as T-Mobile continues its accelerated build-out of its nationwide 5G network.

•Free Cash Flow, including payments for Merger-related costs, is expected to be between $7.2 billion and $7.6 billion, an increase from prior guidance of $7.1 to $7.6 billion. Free Cash Flow guidance does not assume any material net cash inflows from securitization.

(in millions, except Postpaid net customer additions)	Previous		Current		Change (Mid-point)
Postpaid net customer additions (thousands)	5,000	5,500	5,300	5,800	300
Net income (1)	N/A	N/A	N/A	N/A	N/A
Core Adjusted EBITDA (2)	$25,600	$26,100	$25,800	$26,200	$150
Merger synergies	5,000	5,300	5,200	5,400	150
Merger-related costs (3)	4,500	5,000	4,500	5,000	0
Net cash provided by operating activities	15,500	16,100	15,700	16,100	100
Capital expenditures (4)	13,000	13,500	13,200	13,500	100
Free Cash Flow (5)	7,100	7,600	7,200	7,600	50

(1)T-Mobile is not able to forecast Net income on a forward-looking basis without unreasonable efforts due to the high variability and difficulty in predicting certain items that affect GAAP Net income, including, but not limited to, Income tax expense and Interest expense. Core Adjusted EBITDA should not be used to predict Net income as the difference between this measure and Net income is variable.

(2)Management uses Core Adjusted EBITDA as a measure to monitor the financial performance of company operations, excluding the impact of lease revenues from related device financing programs. Guidance ranges assume lease revenues to be between $1.1 billion and $1.4 billion for 2022.

(3)Merger-related costs are excluded from Core Adjusted EBITDA but will impact Net income, Net cash provided by operating activities and Free Cash Flow.

(4)Capital expenditures means cash purchases of property and equipment, including capitalized interest.

(5)Free Cash Flow guidance does not assume any material net cash inflows from securitization in 2022.

Doing Better by Doing Good - the Un-carrier way

T-Mobile continues to stay true to its commitment to use its network, scale and resources for good, building a more connected, equitable and sustainable future. Most recently:

•T-Mobile was the first US wireless provider to set science-based targets (SBTs), which are independently verified targets aimed to help keep the global temperature increase limited to 1.5 degrees Celsius. T-Mobile not only achieved these targets at the end of 2021 but beat them four years ahead of schedule:

◦Reduced combined absolute Scope 1 and 2 GHG emissions by 97%

◦Reduced Scope 3 GHG emissions by 16% per T-Mobile customer

•In April 2022, T-Mobile announced its participation in the Welcome.US CEO Council, a ground-breaking public-private partnership committed to welcoming refugees to the United States with essential services, skills and employment. As part of this commitment, T-Mobile is providing up to 200,000 lines of free service from Metro by T-Mobile, including unlimited talk and text, to newcomers from Ukraine and Afghanistan.

•T-Mobile was once again named the #1 company in US telecommunications for environmental action by JUST Capital and also won the EPA’s Sustainable Material Management Electronics Challenge for the last two years.

•T-Mobile was named one of Forbes Best Employers in America and Best Employers for Diversity, and named as one of Fortune's 100 Best Companies to Work For in the US for 2022 and one of Comparably’s Best Place to Work in the Seattle Metropolitan Area.

Financial Results

For more details on T-Mobile’s Q1 2022 financial results, including the Investor Factbook with detailed financial tables, please visit T-Mobile US, Inc.’s Investor Relations website at http://investor.t-mobile.com.

Earnings Call Information

Date/Time

•Wednesday, April 27, 2022 at 8:00 a.m. (EDT)

Access via Phone (audio only)

Please plan on accessing the call 10 minutes prior to the scheduled start time.

•US/Canada: 866-575-6534

•International: +1 856-344-9215

•Participant Passcode: 8001131

Access via Webcast

The earnings call will be broadcast live via the Investor Relations website at http://investor.t-mobile.com. A replay of the earnings call will be available for two weeks starting shortly after the call concludes and can be accessed by dialing 888-203-1112 (toll free) or +1-719-457-0820 (international). The passcode required to listen to the replay is 8001131.

Submit Questions via Twitter

Send a tweet to @TMobileIR or @MikeSievert using $TMUS

Contact Information

•Media Relations: mediarelations@t-mobile.com

•Investor Relations: investor.relations@t-mobile.com

T-Mobile Social Media

Investors and others should note that we announce material financial and operational information to our investors using our investor relations website (https://investor.t-mobile.com), newsroom website (https://t-mobile.com/news), press releases, SEC filings and public conference calls and webcasts. We also intend to use certain social media accounts as means of disclosing information about us and our services and for complying with our disclosure obligations under Regulation FD (the @TMobileIR Twitter account (https://twitter.com/TMobileIR), the @MikeSievert Twitter account (https://twitter.com/MikeSievert), which Mr. Sievert also uses as a means for personal communications and observations, and the @TMobileCFO Twitter Account (https://twitter.com/tmobilecfo), and our CFO’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). The information we post through these social media channels may be deemed material. Accordingly, investors should monitor these social media channels in addition to following our press releases, SEC filings and public conference calls and webcasts. The social media channels that we intend to use as a means of disclosing the information described above may be updated from time to time as listed on our investor relations website.

About T-Mobile US, Inc.

T-Mobile US, Inc. (NASDAQ: TMUS) is America’s supercharged Un-carrier, delivering an advanced 4G LTE and transformative nationwide 5G network that will offer reliable connectivity for all. T-Mobile’s customers benefit from its unmatched combination of value and quality, unwavering obsession with offering them the best possible service experience and undisputable drive for disruption that creates competition and innovation in wireless and beyond. Based in Bellevue, Wash., T-Mobile provides services through its subsidiaries and operates its flagship brands, T-Mobile and Metro by T-Mobile. For more information please visit: http://www.t-mobile.com.

Forward-Looking Statements

This document contains ESG-related statements based on hypothetical scenarios and assumptions as well as estimates that are subject to a high level of uncertainty, and these statements should not necessarily be viewed as being representative of current or actual risk or performance, or forecasts of expected risk or performance. In addition, historical, current, and forward-looking environmental and social-related statements may be based on standards for measuring progress that are still developing, and internal controls and processes that continue to evolve. Forward-looking and other statements in this document may also address our corporate responsibility and sustainability progress, plans, and goals, and the inclusion of such statements is not an indication that these contents are necessarily material for the purposes of complying with or reporting pursuant to the U.S. federal securities laws and regulations, even if we use the word “material” or “materiality” in this document in relation to those statements. Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document.

Forward-looking statements are based on current expectations and assumptions, which are subject to risks and uncertainties and may cause actual results to differ materially from the forward-looking statements. Important factors that could affect future results and cause those results to differ materially from those expressed in the forward-looking statements include, among others, the following: natural disasters, public health crises, including adverse impact caused by the COVID-19 pandemic; competition, industry consolidation and changes in the market for wireless services; disruption, data loss or other security breaches, such as the criminal cyberattack we became aware of in August 2021; our inability to take advantage of technological developments on a timely basis; our inability to retain or motivate key personnel, hire qualified personnel or maintain our corporate culture; system failures and business disruptions, allowing for unauthorized use of or interference with our network and other systems; the scarcity and cost of additional wireless spectrum, and regulations relating to spectrum use; the impacts of the actions we have taken and conditions we have agreed to in connection with the regulatory proceedings and approvals of the Transactions (as defined below), including the 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 (the “Prepaid Business”), and the assumption of certain related liabilities (collectively, the “Prepaid Transaction”), the complaint and proposed final judgment (the “Consent Decree”) agreed to by us, Deutsche Telekom AG (“DT”), Sprint Corporation, now known as Sprint LLC (“Sprint”), SoftBank Group Corp. (“SoftBank”) and DISH with the U.S. District Court for the District of Columbia, which was approved by the Court on April 1, 2020, the proposed commitments filed with the Secretary of the Federal Communications Commission (“FCC”), which we announced on May 20, 2019, certain national security commitments and undertakings, and any other commitments or undertakings entered into, including but not limited to, those we have made to certain states and nongovernmental organizations (collectively, the “Government Commitments”), and the challenges in satisfying the Government Commitments in the required time frames and the significant cumulative costs incurred in tracking and monitoring compliance; adverse economic, political or market conditions in the U.S. and international markets, including those caused by the COVID-19 pandemic; our inability to manage the ongoing commercial and transition services arrangements entered into in connection with the Prepaid Transaction, and known or unknown liabilities arising in connection therewith; the effects of any future acquisition, investment, or merger involving us; any disruption or failure of our third parties (including key suppliers) to provide products or services for the operation of our business; our substantial level of indebtedness and our inability to service our debt obligations in accordance with their terms or to comply with the restrictive covenants contained therein; changes in the credit market conditions, credit rating downgrades or an inability to access debt markets; restrictive covenants including the agreements governing our indebtedness and other financings; the risk of future material weaknesses we may identify while we continue to work to integrate and align policies, principles and practices of the two companies following the Transactions, or any other failure by us to maintain effective internal controls, and the resulting significant costs and reputational damage; any changes in regulations or in the regulatory framework under which we operate; laws and regulations relating to the handling of privacy and data protection; unfavorable outcomes of existing or future legal proceedings, including these proceedings and inquiries relating to the criminal cyberattack we became aware of in August 2021; the possibility that we may be unable to adequately protect our intellectual property rights or be accused of infringing the intellectual property rights of others; our offering of regulated financial services products and exposure to a wide variety of state and federal regulations; new or amended tax laws or regulations or administrative interpretations and judicial decisions affecting the scope or application of tax laws or regulations; our exclusive forum provision as provided in our Certificate of Incorporation; interests of our significant stockholders that may differ from the interests of other stockholders; future sales of our common stock by DT and SoftBank and our inability to attract additional equity financing outside the United States due to foreign ownership limitations by the FCC; failure to realize the expected benefits and synergies of the merger with Sprint, pursuant to the Business Combination Agreement with Sprint and the other parties named therein (as amended, the “Business Combination Agreement”) and the other transactions contemplated by the Business Combination Agreement (collectively, the “Transactions”) in the expected time frames or in the amounts anticipated; any delay and costs of, or difficulties in, integrating our business and Sprint's business and operations, and unexpected additional operating costs, customer loss and business disruptions, including challenges in maintaining relationships with employees, customers, suppliers or vendors; unanticipated difficulties, disruption, or significant delays in our long-term strategy to migrate Sprint's legacy customers onto T-Mobile's existing billing platforms; and other risks as disclosed in our most recent annual report on Form 10-K, 10-Q and other filings with the SEC. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law.

T-Mobile US, Inc.

Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures

(Unaudited)

This Press Release includes non-GAAP financial measures. The non-GAAP financial measures should be considered in addition to, but not as a substitute for, the information provided in accordance with GAAP. Reconciliations for the non-GAAP financial measures to the most directly comparable GAAP financial measures are provided below. T-Mobile is not able to forecast Net income on a forward-looking basis without unreasonable efforts due to the high variability and difficulty in predicting certain items that affect GAAP net income including, but not limited to, Income tax expense and Interest expense. Adjusted EBITDA and Core Adjusted EBITDA should not be used to predict Net income as the difference between either of these measures and Net income is variable.

Adjusted EBITDA and Core Adjusted EBITDA are reconciled to Net income as follows:

	Quarter
(in millions)	Q1 2021		Q2 2021		Q3 2021		Q4 2021		Q1 2022
Net income	$	933	$	978	$	691	$	422	$	713
Adjustments:
Interest income and expense, net	835		850		836		821		864
Other expense, net	125		1		60		13		11
Income tax expense	246		277		(3)		(193)		218
Operating income	2,139		2,106		1,584		1,063		1,806
Depreciation and amortization	4,289		4,077		4,145		3,872		3,585
Stock-based compensation (1)	130		129		127		135		136
Merger-related costs	298		611		955		1,243		1,413
Other, net (2)	49		(17)		—		(11)		10
Adjusted EBITDA	6,905		6,906		6,811		6,302		6,950
Lease revenues	(1,041)		(914)		(770)		(623)		(487)
Core Adjusted EBITDA	$	5,864	$	5,992	$	6,041	$	5,679	$	6,463

(1)Stock-based compensation includes payroll tax impacts and may not agree to stock-based compensation expense in the consolidated financial statements. Additionally, certain stock-based compensation expenses associated with the Sprint merger have been included in Merger-related costs.

(2)Other, net may not agree to the Condensed Consolidated Statements of Comprehensive Income, primarily due to certain non-routine operating activities, such as other special items that would not be expected to reoccur or are not reflective of T-Mobile’s ongoing operating performance, and are therefore excluded from Adjusted EBITDA and Core Adjusted EBITDA.

Adjusted EBITDA - Earnings before Interest expense, net of Interest income, Income tax expense, Depreciation and amortization expense, Stock-based compensation and certain expenses not reflective of T-Mobile’s ongoing operating performance, such as Merger-related costs, COVID-19-related costs and Impairment expense. Core Adjusted EBITDA represents Adjusted EBITDA less lease revenues. Core Adjusted EBITDA and Adjusted EBITDA are non-GAAP financial measures utilized by T-Mobile’s management to monitor the financial performance of our operations. T-Mobile uses Core Adjusted EBITDA and Adjusted EBITDA as benchmarks to evaluate T-Mobile’s operating performance in comparison to its competitors. T-Mobile also uses Adjusted EBITDA internally as a measure to evaluate and compensate its personnel and management for their performance. Management believes analysts and investors use Core Adjusted EBITDA and Adjusted EBITDA as supplemental measures to evaluate overall operating performance and facilitate comparisons with other wireless communications companies because they are indicative of T-Mobile’s ongoing operating performance and trends by excluding the impact of Interest expense from financing, non-cash depreciation and amortization from capital investments, stock-based compensation, Merger-related costs including network decommissioning costs and impairment expense, as they are not indicative of T-Mobile’s ongoing operating performance, as well as certain nonrecurring income and expenses. Management believes analysts and investors use Core Adjusted EBITDA because it normalizes for the transition in the company’s device financing strategy, by excluding the impact of lease revenues from Adjusted EBITDA, to align with the related depreciation expense on leased devices, which is excluded from the definition of Adjusted EBITDA. Core Adjusted EBITDA and Adjusted EBITDA have limitations as analytical tools and should not be considered in isolation or as a substitute for Net income or any other measure of financial performance reported in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”).

T-Mobile US, Inc.

Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures (continued)

(Unaudited)

Free Cash Flow is calculated as follows:

	Quarter
(in millions)	Q1 2021		Q2 2021		Q3 2021		Q4 2021		Q1 2022
Net cash provided by operating activities	$	3,661	$	3,779	$	3,477	$	3,000	$	3,845
Cash purchases of property and equipment	(3,183)		(3,270)		(2,944)		(2,929)		(3,381)
Proceeds from sales of tower sites	—		31		—		9		—
Proceeds related to beneficial interests in securitization transactions	891		1,137		1,071		1,032		1,185
Cash payments for debt prepayment or debt extinguishment costs	(65)		(6)		(45)		—		—
Free Cash Flow	$	1,304	$	1,671	$	1,559	$	1,112	$	1,649

Free Cash Flow - Net cash provided by operating activities less Cash purchases of property and equipment, including Proceeds from sales of tower sites and Proceeds related to beneficial interests in securitization transactions and less Cash payments for debt prepayment or debt extinguishment costs. Free Cash Flow is utilized by T-Mobile’s management, investors and analysts to evaluate cash available to pay debt and provide further investment in the business.

The current guidance range for Free Cash Flow is calculated as follows:

	FY 2022
(in millions)	Guidance Range
Net cash provided by operating activities	$	15,700	$	16,100
Cash purchases of property and equipment	(13,200)		(13,500)
Proceeds related to beneficial interests in securitization transactions (1)	4,700		5,000
Free Cash Flow	$	7,200	$	7,600

(1)Free Cash Flow guidance does not assume any material net cash inflows from securitization in 2022.

The previous guidance range for Free Cash Flow was calculated as follows:

	FY 2022
(in millions)	Guidance Range
Net cash provided by operating activities	$	15,500	$	16,100
Cash purchases of property and equipment	(13,000)		(13,500)
Proceeds related to beneficial interests in securitization transactions (1)	4,600		5,000
Free Cash Flow	$	7,100	$	7,600

(1)Free Cash Flow guidance does not assume any material net cash inflows from securitization in 2022

T-Mobile US, Inc.

Operating Measures

(Unaudited)

The following table sets forth company operating measures ARPA and ARPU:

(in dollars)		Quarter
	Q1 2021			Q2 2021			Q3 2021			Q4 2021			Q1 2022
Postpaid ARPA		$	132.91		$	133.55		$	134.54		$	135.04		$	136.53
Postpaid phone ARPU		47.30			47.61			48.06			48.03			48.41
Prepaid ARPU		37.81			38.53			39.49			39.32			39.19

Postpaid Average Revenue Per Account (Postpaid ARPA) - Average monthly postpaid service revenue earned per account. Postpaid service revenues for the specified period divided by the average number of postpaid accounts during the period, further divided by the number of months in the period.

Average Revenue Per User (ARPU) - Average monthly service revenue earned per customer. Service revenues for the specified period divided by the average number of customers during the period, further divided by the number of months in the period.

Postpaid phone ARPU excludes postpaid other customers and related revenues.

Document

EXHIBIT 99.2

2
3	Highlights
---	---
4	Customer Metrics
7	Financial Metrics
13	Capital Structure
14	5G Network Leadership
15	Merger & Integration
16	Guidance
17	Contacts
18	Financial and Operational Tables
3
---		T-Mobile Delivers Industry-Leading Growth in Postpaid Accounts and Customers in Q1 2022 Fueled by 5G Network Leadership
---	---	---
	“T-Mobile continues to be the growth leader in this industry, with another beat and raise quarter that delivered front-of-the-pack postpaid, new account, and broadband customer results. Only the Un-carrier’s unparalleled network leadership in the 5G era has enabled us to give customers the best network and best value without compromise, and effectively solve one of the most prevalent pain points in the wireless industry. And we are accomplishing this while advancing our integration and delivering bigger synergies faster than expected. I’m excited to carry our momentum forward through the rest of the year.”
		Mike Sievert, CEO

AT&T Inc. historically does not disclose postpaid net account additions. Industry-leading claims based on consensus expectations if results not yet reported.

Core Adjusted EBITDA and Free Cash Flow are non-GAAP financial measures. These non-GAAP financial measures should be considered in addition to, but not as a substitute for, the information provided in accordance with GAAP. Reconciliations for these non-GAAP financial measures to the most directly comparable GAAP financial measures are provided in the Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures tables. We are not able to forecast Net income on a forward-looking basis without unreasonable efforts due to the high variability and difficulty in predicting certain items that affect Net income including, but not limited to, Income tax expense and Interest expense. Core Adjusted EBITDA should not be used to predict Net income as the difference between either of the two measures and Net income is variable.

4
Postpaid Accounts<br><br>(in thousands)
---

Year-Over-Year

Postpaid net account additions increased primarily due to:

■Continued focus on growing new relationships with customers driven by higher switching activity and growth in new and under-penetrated segments, including High Speed Internet

Sequential

Postpaid net account additions increased primarily due to:

■Continued focus on growing new relationships with customers driven by growth in new and under-penetrated segments, including High Speed Internet

Year-Over-Year

Postpaid ARPA increased 2.7% primarily due to:

■Higher premium services, including Magenta MAX

■An increase in customers per account, including from the success of High Speed Internet

■Partially offset by increased promotional activity

Postpaid phone ARPU increased 2.3% primarily due to:

■Higher premium services, including Magenta MAX

■Partially offset by increased promotional activity

Sequential

Postpaid ARPA increased 1.1% primarily due to:

■Higher premium services, including Magenta MAX

■The success of High Speed Internet

Postpaid phone ARPU increased 0.8% primarily due to:

■Higher premium services, including Magenta MAX

Postpaid ARPA & Postpaid Phone ARPU

5
Postpaid Customers<br><br>(in thousands)
---

Year-Over-Year

Postpaid phone net customer additions decreased primarily due to:

■Lower gross additions driven by a focus on deepening Sprint customer relationships in the prior year in order to decrease churn, as Sprint customers historically had fewer lines per account, partially offset by higher industry switching activity

■Partially offset by lower churn

Postpaid other net customer additions increased primarily due to:

■Increase in High Speed Internet customers

■Increased connected devices and wearables

Sequential

Postpaid phone net customer additions decreased primarily due to:

■Seasonally lower gross additions

■Partially offset by lower churn

Postpaid other net customer additions decreased primarily due to:

■Seasonally lower gross additions from wearables

■Partially offset by an increase in High Speed Internet customers

Year-Over-Year

Postpaid phone churn decreased 5 basis points primarily due to:

■Reduced Sprint churn as we progress through the integration process

■Partially offset by more normalized switching activity relative to muted Pandemic-driven conditions a year ago

Sequential

Postpaid phone churn decreased 17 basis points primarily due to:

■Reduced Sprint churn as we progress through the integration process

■Seasonal trends

Postpaid Phone Churn

6
Prepaid Customers<br><br>(in thousands)
---

Year-Over-Year

Prepaid net customer additions decreased primarily due to:

■Lower gross additions associated with the continued industry shift to postpaid plans

■Partially offset by lower churn

Sequential

Prepaid net customer additions increased primarily due to:

■Seasonally lower churn

■Partially offset by seasonally lower gross additions

Year-Over-Year

High Speed Internet net customer additions increased primarily due to:

■Continued growth in customer demand driven by increasing awareness and product availability

Sequential

High Speed Internet net customer additions increased primarily due to:

■Continued growth in customer demand driven by increasing awareness and product availability

High Speed Internet Customers<br><br>(in thousands)

7
Service Revenues<br><br>($ in millions)
---

Year-Over-Year

Service revenues increased 7% primarily due to:

■Increase in Postpaid service revenues

■Increase in Prepaid service revenues

Sequential

Service revenues increased 1% primarily due to:

■Increase in Postpaid service revenues

Year-Over-Year

Postpaid service revenues increased 9% primarily due to:

■Higher average postpaid accounts

■Higher postpaid ARPA

Sequential

Postpaid service revenues increased 2% primarily due to:

■Higher average postpaid accounts

■Higher postpaid ARPA

Postpaid Service Revenues<br><br>($ in millions)

8
Equipment Revenues<br><br>($ in millions)
---

Year-Over-Year

Equipment revenue decreased 12% primarily due to:

■Lower lease revenues and lower customer purchases of leased devices driven by a continued strategic shift from device financing to equipment installment plans

■Lower average revenue per device due to higher promotions, which included Sprint customers moving to devices that are compatible with the T-Mobile network in advance of the Sprint network shutdown, partially offset by an increase in the high-end phone mix

■Partially offset by a higher number of devices sold, including higher upgrade volumes

Sequential

Equipment revenues decreased 15% primarily due to:

■A lower number of devices sold due to seasonally lower gross additions and upgrades

■Lower lease revenues driven by a continued strategic shift from device financing to equipment installment plans

Year-Over-Year

Cost of equipment sales, exclusive of Depreciation and Amortization (D&A), increased 16% primarily due to:

■Higher number of devices sold, including higher upgrade volumes, primarily driven by Sprint customers moving to devices that are compatible with the T-Mobile network in advance of the Sprint network shutdown, which is reflected in Merger-related costs

■Higher average cost per device due to an increase in the high-end phone mix

■Partially offset by fewer customer purchases of leased devices driven by a continued strategic shift from device financing to equipment installment plans

Sequential

Cost of equipment sales, exclusive of D&A, decreased 14% primarily due to:

■A lower number of devices sold due to seasonally lower gross additions and upgrades

Cost of Equipment Sales, exclusive of D&A<br><br>($ in millions)

9
Cost of Services, exclusive of D&A<br><br>($ in millions, % of Service revenues)
---

Year-Over-Year

Cost of services, exclusive of D&A, increased 10% primarily due to:

■Higher Merger-related costs related to network decommissioning and integration

■Higher lease expenses related to a new tower master lease agreement

■Partially offset by higher realized Merger synergies

Sequential

Cost of services, exclusive of D&A, increased 6% primarily due to:

■Higher Merger-related costs related to network decommissioning and integration

■Higher lease expenses related to a new tower master lease agreement

■Partially offset by a decrease in site costs as a result of Sprint tower decommissioning

Year-Over-Year

SG&A expense increased 5% primarily due to:

■Higher bad debt expense due to estimated credit loss reserves normalizing from muted COVID-19 pandemic levels, as well as higher Equipment installment plan receivables driven by higher equipment sales and a mix shift in device financing

■Partially offset by lower Merger-related costs and higher realized Merger synergies

Sequential

SG&A expense decreased 6% primarily due to:

■Lower seasonal marketing and commission expenses

■Lower Merger-related costs

Selling, General and Administrative (SG&A) Expense<br><br>($ in millions, % of Service revenues)

10
Net Income<br><br>($ in millions, % of Service revenues)
---

Diluted Earnings Per Share<br><br>(Diluted EPS)

Year-Over-Year

Net income decreased 24% and Diluted EPS decreased 23% primarily due to:

■Higher Cost of equipment sales

■Lower Equipment revenues

■Higher Cost of services

■Higher SG&A expenses

■Partially offset by higher Service revenues and lower Depreciation and Amortization

Sequential

Net income increased 69% and Diluted EPS increased 68% primarily due to:

■Lower Cost of equipment sales

■Lower SG&A expenses

■Lower Depreciation and Amortization

■Higher Service revenues

■Partially offset by lower Equipment revenues, higher income tax expense and higher Cost of Services

Net income and diluted EPS, respectively, were impacted by Merger-related costs, net of tax, for Q1 2022 of $1.1 billion and $0.84, compared to $950 million and $0.76 in Q4 2021 and $220 million and $0.18 in Q1 2021.

11
Core Adjusted EBITDA*<br><br>($ in millions, % of Service revenues)
---

*Excludes Merger-related costs (see detail on page 15)

Year-Over-Year

Core Adjusted EBITDA increased 10% primarily due to:

■Higher Service revenues

■Lower Cost of services, excluding Merger-related costs

■Partially offset by higher SG&A expenses, excluding Merger-related costs, and lower Equipment revenues, excluding Lease revenues

Sequential

Core Adjusted EBITDA increased 14% primarily due to:

■Lower Cost of equipment sales, excluding Merger-related costs

■Higher Service revenues

■Lower SG&A expenses, excluding Merger-related costs

■Partially offset by lower Equipment revenues, excluding Lease revenues

Year-Over-Year

Net cash provided by operating activities increased 5% primarily due to:

■Lower net cash outflows from changes in working capital

■Partially offset by a lower Net income, adjusted for noncash income and expenses and higher net cash payments for Merger-related costs

Sequential

Net cash provided by operating activities increased 28% primarily due to:

■Higher Net income, adjusted for non-cash income and expenses and lower net cash payments for Merger-related costs

■Lower net cash outflows from changes in working capital

The impact of payments for Merger-related costs on Net cash provided by operating activities was $893 million in Q1 2022 compared to $1.1 billion in Q4 2021 and $277 million in Q1 2021.

Net Cash Provided by Operating Activities<br><br>($ in millions)

12
Cash Purchases of Property and Equipment<br><br>($ in millions, % of Service revenues)
---

Year-Over-Year

Cash purchases of property and equipment increased 6% primarily due to:

■Accelerated build-out of our nationwide 5G network

Sequential

Cash purchases of property and equipment increased 15% primarily due to:

■Accelerated build-out of our nationwide 5G network

Year-Over-Year

Free Cash Flow increased 26% primarily due to:

■Higher Net cash provided by operating activities

■Higher proceeds related to securitization transactions, which were offset in Net cash provided by operating activities

■Partially offset by higher Cash purchases of property and equipment

Sequential

Free Cash Flow increased 48% primarily due to:

■Higher Net cash provided by operating activities

■Higher proceeds related to securitization transactions, which were offset in Net cash provided by operating activities

■Partially offset by higher Cash purchases of property and equipment

There were no significant net cash proceeds during the quarter from securitization.

The impact of payments for Merger-related costs on Free Cash Flow was $893 million in Q1 2022 compared to $1.1 billion in Q4 2021 and $277 million in Q1 2021.

Free Cash Flow<br><br>($ in millions)

13
Net Debt (Excluding Tower Obligations) & Net Debt to LTM Core Adj. EBITDA Ratio<br><br>($ in billions)
---

Total debt, excluding tower obligations, at the end of Q1 2022 was $75.0 billion.

Net debt, excluding tower obligations, at the end of Q1 2022 was $71.8 billion.

■The ratio of net debt, excluding tower obligations, to Core Adjusted EBITDA for the last twelve months (“LTM”) period was 3.0x at the end of Q1 2022 compared to 3.0x at the end of Q4 2021.

15

---
The Company expects full-year 2022 Merger synergies to be 5.2 billion to 5.4 billion:▪2.3 billion to 2.4 billion of SG&A expense reductions.▪1.6 billion to 1.7 billion of network synergies achieved through cost of service expense reductions.▪Approximately 1.3 billion of network synergies related to avoided site builds.

All values are in US Dollars.

Merger-Related Costs
(in millions)

	Q1 2021		Q2 2021		Q3 2021		Q4 2021		Q1 2022			%				%
Cost of services											280		86	%	471		346	%
Cost of equipment sales		17		87		236		678		751			11	%			NM
Selling, general & administrative		145		251		440		238		55			(77)	%			(62)	%
Total Merger-related costs											170		14	%	1,115		374	%
Total Merger-related costs, <br>net of tax											109		11	%	839		381	%
Diluted EPS impact of Merger-related costs		0.18		0.36		0.56		0.76		0.84	0.08		11	%	0.66		367	%
Net cash payments for <br> Merger-related costs											(193)		(18)	%	616		222	%

All values are in US Dollars.

NM - Not Meaningful

16

2022 Outlook

Metric	Previous	Revised	Change at Midpoint
Postpaid net customer additions	5.0 to 5.5 million	5.3 to 5.8 million	300 thousand
Net income (1)	N/A	N/A	N/A
Core Adjusted EBITDA (2)	$25.6 to $26.1 billion	$25.8 to $26.2 billion	$150 million
Merger synergies	$5.0 to $5.3 billion	$5.2 to $5.4 billion	$150 million
Merger-related costs (3)	$4.5 to $5.0 billion	$4.5 to $5.0 billion	No change
Net cash provided by operating activities	$15.5 to $16.1 billion	$15.7 to $16.1 billion	$100 million
Capital expenditures (4)	$13.0 to $13.5 billion	$13.2 to $13.5 billion	$100 million
Free Cash Flow (5)	$7.1 to $7.6 billion	$7.2 to $7.6 billion	$50 million

(1)We are not able to forecast Net income on a forward-looking basis without unreasonable efforts due to the high variability and difficulty in predicting certain items that affect GAAP Net income, including, but not limited to, Income tax expense and Interest expense. Core Adjusted EBITDA should not be used to predict Net income as the difference between this measure and Net income is variable.

(2)Management uses Core Adjusted EBITDA as a measure to monitor the financial performance of our operations, excluding the impact of lease revenues from our related device financing programs. Our guidance ranges assume lease revenues to be between $1.1 billion and $1.4 billion for 2022.

(3)Merger-related costs are excluded from Core Adjusted EBITDA but will impact Net income, Net cash provided by operating activities and Free Cash Flow.

(4)Capital expenditures means cash purchases of property and equipment, including capitalized interest.

(5)Free Cash Flow guidance does not assume any material net cash inflows from securitization in 2022.

17

Investor Relations

Jud Henry	Justin Taiber	Trina Schurman
Senior Vice President	Senior Director	Senior Director
Investor Relations	Investor Relations	Investor Relations
Samia Bhatti	Zach Witterstaetter	Rose Kopecky	Jacob Marks
---	---	---	---
Investor Relations	Investor Relations	Investor Relations	Investor Relations
Manager	Manager	Manager	Manager

investor.relations@t-mobile.com

http://investor.t-mobile.com

T-Mobile US, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

(in millions, except share and per share amounts)	March 31, 2022		December 31, 2021
Assets
Current assets
Cash and cash equivalents	$	3,245	$	6,631
Accounts receivable, net of allowance for credit losses of $164 and $146	4,016		4,194
Equipment installment plan receivables, net of allowance for credit losses and imputed discount of $522 and $494	5,061		4,748
Inventory	2,715		2,567
Prepaid expenses	727		746
Other current assets	1,691		2,005
Total current assets	17,455		20,891
Property and equipment, net	40,006		39,803
Operating lease right-of-use assets	31,449		26,959
Financing lease right-of-use assets	3,287		3,322
Goodwill	12,234		12,188
Spectrum licenses	92,661		92,606
Other intangible assets, net	4,448		4,733
Equipment installment plan receivables due after one year, net of allowance for credit losses and imputed discount of $127 and $136	2,837		2,829
Other assets	6,276		3,232
Total assets	$	210,653	$	206,563
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable and accrued liabilities	$	11,134	$	11,405
Short-term debt	2,865		3,378
Short-term debt to affiliates	1,250		2,245
Deferred revenue	842		856
Short-term operating lease liabilities	3,252		3,425
Short-term financing lease liabilities	1,121		1,120
Other current liabilities	959		1,070
Total current liabilities	21,423		23,499
Long-term debt	66,861		67,076
Long-term debt to affiliates	1,494		1,494
Tower obligations	4,037		2,806
Deferred tax liabilities	10,410		10,216
Operating lease liabilities	31,187		25,818
Financing lease liabilities	1,447		1,455
Other long-term liabilities	3,818		5,097
Total long-term liabilities	119,254		113,962
Commitments and contingencies
Stockholders' equity
Common Stock, par value $0.00001 per share, 2,000,000,000 shares authorized; 1,254,917,883 and 1,250,751,148 shares issued, 1,253,352,700 and 1,249,213,681 shares outstanding	—		—
Additional paid-in capital	73,420		73,292
Treasury stock, at cost, 1,565,183 and 1,537,468 shares issued	(16)		(13)
Accumulated other comprehensive loss	(1,329)		(1,365)
Accumulated deficit	(2,099)		(2,812)
Total stockholders' equity	69,976		69,102
Total liabilities and stockholders' equity	$	210,653	$	206,563

T-Mobile US, Inc.

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)

	Three Months Ended
(in millions, except share and per share amounts)	March 31,<br>2022		December 31,<br>2021		March 31,<br>2021
Revenues
Postpaid revenues	$	11,201	$	10,963	$	10,303
Prepaid revenues	2,455		2,474		2,351
Wholesale and other service revenues	1,472		1,526		1,538
Total service revenues	15,128		14,963		14,192
Equipment revenues	4,694		5,506		5,346
Other revenues	298		316		221
Total revenues	20,120		20,785		19,759
Operating expenses
Cost of services, exclusive of depreciation and amortization shown separately below	3,727		3,521		3,384
Cost of equipment sales, exclusive of depreciation and amortization shown separately below	5,946		6,931		5,142
Selling, general and administrative	5,056		5,398		4,805
Depreciation and amortization	3,585		3,872		4,289
Total operating expenses	18,314		19,722		17,620
Operating income	1,806		1,063		2,139
Other income (expense)
Interest expense, net	(864)		(821)		(835)
Other expense, net	(11)		(13)		(125)
Total other expense, net	(875)		(834)		(960)
Income from continuing operations before income taxes	931		229		1,179
Income tax expense (benefit)	(218)		193		(246)
Net income	$	713	$	422	$	933
Net income	$	713	$	422	$	933
Other comprehensive income, net of tax
Unrealized gain on cash flow hedges, net of tax effect of $13, $13 and $12	37		37		34
Unrealized (loss) gain on foreign currency translation adjustment, net of tax effect of $0, $0 and $0	(1)		(4)		2
Net unrecognized gain on pension and other postretirement benefits, net of tax effect of $0, $28 and $0	—		80		—
Other comprehensive income	36		113		36
Total comprehensive income	$	749	$	535	$	969
Earnings per share
Basic	$	0.57	$	0.34	$	0.75
Diluted	$	0.57	$	0.34	$	0.74
Weighted-average shares outstanding
Basic	1,250,505,999		1,249,272,296		1,243,520,026
Diluted	1,255,368,592		1,254,289,170		1,252,783,564

T-Mobile US, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Three Months Ended
(in millions)	March 31,<br>2022		December 31,<br>2021		March 31,<br>2021
Operating activities
Net income	$	713	$	422	$	933
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization	3,585		3,872		4,289
Stock-based compensation expense	141		137		138
Deferred income tax (benefit) expense	185		(213)		211
Bad debt expense	210		193		82
Losses (gains) from sales of receivables	46		41		(18)
Losses on redemption of debt	—		—		101
Changes in operating assets and liabilities
Accounts receivable	(984)		(1,028)		96
Equipment installment plan receivables	(535)		(1,316)		(727)
Inventories	(93)		(703)		279
Operating lease right-of-use assets	1,469		1,234		1,124
Other current and long-term assets	(4)		(385)		54
Accounts payable and accrued liabilities	(59)		1,794		(1,384)
Short- and long-term operating lease liabilities	(771)		(947)		(1,369)
Other current and long-term liabilities	(163)		(180)		(217)
Other, net	105		79		69
Net cash provided by operating activities	3,845		3,000		3,661
Investing activities
Purchases of property and equipment, including capitalized interest of ($15), ($23) and ($84)	(3,381)		(2,929)		(3,183)
Purchases of spectrum licenses and other intangible assets, including deposits	(2,843)		(29)		(8,922)
Proceeds from sales of tower sites	—		9		—
Proceeds related to beneficial interests in securitization transactions	1,185		1,032		891
Acquisition of companies, net of cash and restricted cash acquired	(52)		—		(29)
Other, net	(1)		5		4
Net cash used in investing activities	(5,092)		(1,912)		(11,239)
Financing activities
Proceeds from issuance of long-term debt	—		2,969		6,763
Repayments of financing lease obligations	(302)		(289)		(287)
Repayments of short-term debt for purchases of inventory, property and equipment and other financial liabilities	—		(17)		(55)
Repayments of long-term debt	(1,632)		(1,131)		(2,219)
Tax withholdings on share-based awards	(172)		(8)		(218)
Cash payments for debt prepayment or debt extinguishment costs	—		—		(65)
Other, net	(30)		(52)		(45)
Net cash (used in) provided by financing activities	(2,136)		1,472		3,874
Change in cash and cash equivalents, including restricted cash	(3,383)		2,560		(3,704)
Cash and cash equivalents, including restricted cash
Beginning of period	6,703		4,143		10,463
End of period	$	3,320	$	6,703	$	6,759

T-Mobile US, Inc.

Condensed Consolidated Statements of Cash Flows (Continued)

(Unaudited)

	Three Months Ended
(in millions)	March 31,<br>2022		December 31,<br>2021		March 31,<br>2021
Supplemental disclosure of cash flow information
Interest payments, net of amounts capitalized	$	778	$	981	$	945
Operating lease payments	1,048		1,083		1,651
Income tax payments	—		44		22
Non-cash investing and financing activities
Non-cash beneficial interest obtained in exchange for securitized receivables	$	1,018	$	876	$	1,381
Change in accounts payable and accrued liabilities for purchases of property and equipment	(183)		793		(173)
Leased devices transferred from inventory to property and equipment	129		166		485
Returned leased devices transferred from property and equipment to inventory	(183)		(267)		(445)
Increase in Tower obligations from contract modification	1,158		—		—
Operating lease right-of-use assets obtained in exchange for lease obligations	5,975		834		911
Financing lease right-of-use assets obtained in exchange for lease obligations	298		152		109

T-Mobile US, Inc.

Supplementary Operating and Financial Data

(Unaudited)

	Quarter
(in thousands)	Q1 2021	Q2 2021	Q3 2021	Q4 2021	Q1 2022
Customers, end of period
Postpaid phone customers (1)(2)	67,402	68,029	69,418	70,262	70,656
Postpaid other customers (1)(2)	15,170	15,819	16,495	17,401	17,767
Total postpaid customers	82,572	83,848	85,913	87,663	88,423
Prepaid customers	20,865	20,941	21,007	21,056	21,118
Total customers	103,437	104,789	106,920	108,719	109,541
Acquired customers, net of base adjustments (1)(2)	12	—	806	—	(558)

(1)Customers impacted by the decommissioning of the legacy Sprint CDMA network, who did not migrate to the T-Mobile network, have been excluded from our postpaid customer base resulting in the removal of 212,000 postpaid phone customers and 349,000 postpaid other customers in the first quarter of 2022. In connection with our acquisition of companies, we included a base adjustment in the first quarter of 2022 to increase postpaid phone customers by 17,000 and reduce postpaid other customers by 14,000.

(2)In the first quarter of 2021, we acquired 11,000 postpaid phone customers and 1,000 postpaid other customers through our acquisition of an affiliate. In the third quarter of 2021, we acquired 716,000 postpaid phone customers and 90,000 postpaid other customers through our acquisition of Shentel’s Wireless Assets.

	Quarter
(in thousands)	Q1 2021	Q2 2021	Q3 2021	Q4 2021	Q1 2022
Net customer additions
Postpaid phone customers	773	627	673	844	589
Postpaid other customers	437	649	586	906	729
Total postpaid customers	1,210	1,276	1,259	1,750	1,318
Prepaid customers	151	76	66	49	62
Total customers	1,361	1,352	1,325	1,799	1,380
Migrations from prepaid to postpaid plans	170	190	175	205	165
	Quarter
---	---	---	---	---	---	---	---	---	---	---
(in millions, except percentages)	Q1 2021		Q2 2021		Q3 2021		Q4 2021		Q1 2022
Devices sold or leased
Phones	9.6		9.6		9.8		11.6		9.7
Mobile broadband and IoT devices	1.0		1.4		1.5		2.2		1.8
Total	10.6		11.0		11.3		13.8		11.5
Postpaid device upgrade rate	4.8	%	4.7	%	4.3	%	5.8	%	4.8	%
	Quarter
---	---	---	---	---	---	---	---	---	---	---
	Q1 2021		Q2 2021		Q3 2021		Q4 2021		Q1 2022
Churn
Postpaid phone churn	0.98	%	0.87	%	0.96	%	1.10	%	0.93	%
Prepaid churn	2.78	%	2.62	%	2.90	%	3.01	%	2.67	%

T-Mobile US, Inc.

Supplementary Operating and Financial Data

(Unaudited)

	Quarter
(in thousands)	Q1 2021	Q2 2021	Q3 2021	Q4 2021	Q1 2022
Accounts, end of period
Total postpaid customer accounts (1)(2)	26,014	26,363	26,901	27,216	27,507

(1)Customers impacted by the decommissioning of the legacy Sprint CDMA network, who did not migrate to the T-Mobile network, have been excluded from our postpaid account base resulting in the removal of 57,000 postpaid accounts in the first quarter of 2022.

(2)In the first quarter of 2021, we acquired 4,000 postpaid accounts through our acquisition of an affiliate. In the third quarter of 2021, we acquired 270,000 postpaid accounts through our acquisition of Shentel’s Wireless Assets.

	Quarter
(in thousands)	Q1 2021	Q2 2021	Q3 2021	Q4 2021	Q1 2022
Net account additions
Postpaid net account additions	257	348	268	315	348
	Quarter
---	---	---	---	---	---
(in thousands)	Q1 2021	Q2 2021	Q3 2021	Q4 2021	Q1 2022
High speed internet customers, end of period
Postpaid high speed internet customers	193	288	422	646	975
Prepaid high speed internet customers	—	—	—	—	9
Total high speed internet customers, end of period	193	288	422	646	984
	Quarter
---	---	---	---	---	---
(in thousands)	Q1 2021	Q2 2021	Q3 2021	Q4 2021	Q1 2022
High speed internet - net customer additions
Postpaid high speed internet customers	93	95	134	224	329
Prepaid high speed internet customers	—	—	—	—	9
Total high speed internet net customer additions	93	95	134	224	338
	Quarter
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
(in millions, except percentages)	Q1 2021			Q2 2021			Q3 2021			Q4 2021			Q1 2022
Device Financing - Equipment Installment Plans
Gross EIP financed	$	3,379		$	3,348		$	3,434		$	5,282		$	4,247
EIP billings	2,556			2,639			2,795			3,126			3,333
EIP receivables, net	6,062			6,348			6,586			7,577			7,898
EIP receivables classified as prime	57		%	61		%	60		%	62		%	61		%
EIP receivables classified as prime (including EIP receivables sold)	56		%	59		%	57		%	58		%	58		%
Device Financing - Leased Devices
Lease revenues	$	1,041		$	914		$	770		$	623		$	487
Leased device depreciation	897			842			755			627			445
Leased devices transferred from inventory to property and equipment	485			333			214			166			129
Returned leased devices transferred from property and equipment to inventory	(445)			(416)			(309)			(267)			(183)
Leased devices included in property and equipment, net	3,962			3,037			2,188			1,459			960
Leased devices (units) included in property and equipment, net	12.4			10.7			9.0			7.1			5.5

T-Mobile US, Inc.

Supplementary Operating and Financial Data (continued)

(Unaudited)

	Quarter
(in millions, except percentages)	Q1 2021			Q2 2021			Q3 2021			Q4 2021			Q1 2022
Financial Measures
Service revenues	$	14,192		$	14,492		$	14,722		$	14,963		$	15,128
Equipment revenue	$	5,346		$	5,215		$	4,660		$	5,506		$	4,694
Lease revenues	1,041			914			770			623			487
Equipment sales	$	4,305		$	4,301		$	3,890		$	4,883		$	4,207
Total revenues	$	19,759		$	19,950		$	19,624		$	20,785		$	20,120
Net income	$	933		$	978		$	691		$	422		$	713
Net income margin	6.6		%	6.7		%	4.7		%	2.8		%	4.7		%
Adjusted EBITDA	$	6,905		$	6,906		$	6,811		$	6,302		$	6,950
Adjusted EBITDA margin	48.7		%	47.7		%	46.3		%	42.1		%	45.9		%
Core Adjusted EBITDA	$	5,864		$	5,992		$	6,041		$	5,679		$	6,463
Core Adjusted EBITDA margin	41.3		%	41.3		%	41.0		%	38.0		%	42.7		%
Cost of services	$	3,384		$	3,491		$	3,538		$	3,521		$	3,727
Merger-related costs	136			273			279			327			607
Cost of services excluding Merger-related costs	$	3,248		$	3,218		$	3,259		$	3,194		$	3,120
Cost of equipment sales	$	5,142		$	5,453		$	5,145		$	6,931		$	5,946
Merger-related costs	17			87			236			678			751
Cost of equipment sales excluding Merger-related costs	$	5,125		$	5,366		$	4,909		$	6,253		$	5,195
Selling, general and administrative	$	4,805		$	4,823		$	5,212		$	5,398		$	5,056
Merger-related costs	145			251			440			238			55
Selling, general and administrative excluding Merger-related costs	$	4,660		$	4,572		$	4,772		$	5,160		$	5,001
Total bad debt expense and losses from sales of receivables	$	64		$	60		$	109		$	234		$	256
Bad debt and losses from sales of receivables as a percentage of Total revenues	0.32		%	0.30		%	0.56		%	1.13		%	1.27		%
Cash purchases of property and equipment including capitalized interest	$	3,183		$	3,270		$	2,944		$	2,929		$	3,381
Capitalized interest	84			57			46			23			15
Net cash proceeds from securitization	22			18			(2)			1			(3)
Operating Measures
Postpaid ARPA	$	132.91		$	133.55		$	134.54		$	135.04		$	136.53
Postpaid phone ARPU	47.30			47.61			48.06			48.03			48.41
Prepaid ARPU	37.81			38.53			39.49			39.32			39.19

T-Mobile US, Inc.

Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures

(Unaudited)

This Investor Factbook includes non-GAAP financial measures. The non-GAAP financial measures should be considered in addition to, but not as a substitute for, the information provided in accordance with GAAP. Reconciliations for the non-GAAP financial measures to the most directly comparable GAAP financial measures are provided below. T-Mobile is not able to forecast Net income on a forward-looking basis without unreasonable efforts due to the high variability and difficulty in predicting certain items that affect GAAP net income including, but not limited to, Income tax expense and Interest expense. Adjusted EBITDA and Core Adjusted EBITDA should not be used to predict Net income, as the difference between either of these measures and Net income is variable.

Adjusted EBITDA and Core Adjusted EBITDA are reconciled to Net income as follows:

	Quarter
(in millions)	Q1 2021		Q2 2021		Q3 2021		Q4 2021		Q1 2022
Net income	$	933	$	978	$	691	$	422	$	713
Adjustments:
Interest expense, net	835		850		836		821		864
Other expense, net	125		1		60		13		11
Income tax expense (benefit)	246		277		(3)		(193)		218
Operating income	2,139		2,106		1,584		1,063		1,806
Depreciation and amortization	4,289		4,077		4,145		3,872		3,585
Stock-based compensation (1)	130		129		127		135		136
Merger-related costs	298		611		955		1,243		1,413
Other, net (2)	49		(17)		—		(11)		10
Adjusted EBITDA	6,905		6,906		6,811		6,302		6,950
Lease revenues	(1,041)		(914)		(770)		(623)		(487)
Core Adjusted EBITDA	$	5,864	$	5,992	$	6,041	$	5,679	$	6,463

(1)Stock-based compensation includes payroll tax impacts and may not agree to stock-based compensation expense in the Condensed Consolidated Financial Statements. Additionally, certain stock-based compensation expenses associated with the Merger have been included in Merger-related costs.

(2)Other, net may not agree to the Condensed Consolidated Statements of Comprehensive Income, primarily due to certain non-routine operating activities, such as other special items that would not be expected to reoccur or are not reflective of T-Mobile’s ongoing operating performance, and are, therefore, excluded from Adjusted EBITDA and Core Adjusted EBITDA.

T-Mobile US, Inc.

Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures (continued)

(Unaudited)

Net debt (excluding tower obligations) to the LTM Adjusted EBITDA and LTM Core Adjusted EBITDA ratios are calculated as follows:

(in millions, except net debt ratios)	Mar 31,<br>2021		Jun 30,<br>2021		Sep 30,<br>2021		Dec 31,<br>2021		Mar 31,<br>2022
Short-term debt	$	4,423	$	4,648	$	2,096	$	3,378	$	2,865
Short-term debt to affiliates	—		2,235		2,240		2,245		1,250
Short-term financing lease liabilities	1,013		1,045		1,154		1,120		1,121
Long-term debt	66,395		65,897		66,645		67,076		66,861
Long-term debt to affiliates	4,721		2,490		1,494		1,494		1,494
Financing lease liabilities	1,316		1,376		1,587		1,455		1,447
Less: Cash and cash equivalents	(6,677)		(7,793)		(4,055)		(6,631)		(3,245)
Net debt (excluding tower obligations)	$	71,191	$	69,898	$	71,161	$	70,137	$	71,793
Divided by: Last twelve months Adjusted EBITDA	$	27,797	$	27,686	$	27,368	$	26,924	$	26,969
Net debt (excluding tower obligations) to LTM Adjusted EBITDA Ratio	2.6		2.5		2.6		2.6		2.7
Divided by: Last twelve months Core Adjusted EBITDA	$	22,740	$	23,136	$	23,398	$	23,576	$	24,175
Net debt (excluding tower obligations) to LTM Core Adjusted EBITDA Ratio	3.1		3.0		3.0		3.0		3.0

Free Cash Flow is calculated as follows:

	Quarter
(in millions)	Q1 2021		Q2 2021		Q3 2021		Q4 2021		Q1 2022
Net cash provided by operating activities	$	3,661	$	3,779	$	3,477	$	3,000	$	3,845
Cash purchases of property and equipment	(3,183)		(3,270)		(2,944)		(2,929)		(3,381)
Proceeds from sales of tower sites	—		31		—		9		—
Proceeds related to beneficial interests in securitization transactions	891		1,137		1,071		1,032		1,185
Cash payments for debt prepayment or debt extinguishment costs	(65)		(6)		(45)		—		—
Free Cash Flow	$	1,304	$	1,671	$	1,559	$	1,112	$	1,649

T-Mobile US, Inc.

Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures (continued)

(Unaudited)

The current guidance range for Free Cash Flow is calculated as follows:

	FY 2022
(in millions)	Guidance Range
Net cash provided by operating activities	$	15,700	$	16,100
Cash purchases of property and equipment	(13,200)		(13,500)
Proceeds related to beneficial interests in securitization transactions (1)	4,700		5,000
Free Cash Flow	$	7,200	$	7,600

(1)Free Cash Flow guidance does not assume any material net cash inflows from securitization in 2022.

The previous guidance range for Free Cash Flow was calculated as follows:

	FY 2022
(in millions)	Guidance Range
Net cash provided by operating activities	$	15,500	$	16,100
Cash purchases of property and equipment	(13,000)		(13,500)
Proceeds related to beneficial interests in securitization transactions (1)	4,600		5,000
Free Cash Flow	$	7,100	$	7,600

(1)Free Cash Flow guidance does not assume any material net cash inflows from securitization in 2022.

Definitions of Terms

Operating and financial measures are utilized by T-Mobile’s management to evaluate its operating performance and, in certain cases, its ability to meet liquidity requirements. Although companies in the wireless industry may not define measures in precisely the same way, T-Mobile believes the measures facilitate key operating performance comparisons with other companies in the wireless industry to provide management, investors and analysts with useful information to assess and evaluate past performance and assist in forecasting future performance.

1.Account - A postpaid account is generally defined as a billing account number that generates revenue. Postpaid accounts generally consist of customers that are qualified for postpaid service utilizing phones, High Speed Internet, wearables, DIGITS or other connected devices which include tablets and SyncUp products, where they generally pay after receiving service.

2.Customer - SIM number with a unique T-Mobile mobile identifier which is associated with an account that generates revenue. Customers generally are qualified either for postpaid service, where they generally pay after incurring service, or prepaid service, where they generally pay in advance.

3.Churn - The number of customers whose service was disconnected as a percentage of the average number of customers during the specified period further divided by the number of months in the period. The number of customers whose service was disconnected is presented net of customers that subsequently have their service restored within a certain period of time.

4.Customers per account - The number of postpaid customers as of the end of the period divided by the number of postpaid accounts as of the end of the period. An account may include postpaid phone, home internet, mobile broadband, and DIGITS customers.

5.Postpaid Average Revenue Per Account (Postpaid ARPA) - Average monthly postpaid service revenue earned per account. Postpaid service revenues for the specified period divided by the average number of postpaid accounts during the period, further divided by the number of months in the period.

Postpaid phone ARPU excludes postpaid other customers and related revenues.

Service revenues - Postpaid, including handset insurance, prepaid, wholesale and other service revenues.

6.Cost of services - Costs directly attributable to providing wireless service through the operation of T-Mobile’s network, including direct switch and cell site costs, such as rent, network access and transport costs, utilities, maintenance, associated labor costs, long distance costs, regulatory program costs, roaming fees paid to other carriers and data content costs.

Cost of equipment sales - Costs of devices and accessories sold to customers and dealers, device costs to fulfill insurance and warranty claims, write-downs of inventory related to shrinkage and obsolescence, and shipping and handling costs.

Selling, general and administrative expenses - Costs not directly attributable to providing wireless service for the operation of sales, customer care and corporate activities. These include all commissions paid to dealers and retail employees for activations and upgrades, labor and facilities costs associated with retail sales force and administrative space, marketing and promotional costs, customer support and billing, bad debt expense and administrative support activities.

7.Net income margin - Net income margin is calculated as net income divided by service revenues.

8.Adjusted EBITDA and Core Adjusted EBITDA - Adjusted EBITDA represents earnings before Interest expense, net of Interest income, Income tax expense, Depreciation and amortization expense, stock-based compensation and certain expenses not reflective of T-Mobile’s ongoing operating performance, such as Merger-related costs, COVID-19-related costs and Impairment expense. Core Adjusted EBITDA represents Adjusted EBITDA less lease revenues. Core Adjusted EBITDA and Adjusted EBITDA are non-GAAP financial measures utilized by T-Mobile’s management to monitor the financial performance of our operations. T-Mobile uses Core Adjusted EBITDA and Adjusted EBITDA as benchmarks to evaluate T-Mobile’s operating performance in comparison to its competitors. T-Mobile also uses Adjusted EBITDA internally as a measure to evaluate and compensate its personnel and management for their performance. Management believes analysts and investors use Core Adjusted EBITDA and Adjusted EBITDA as supplemental measures to evaluate overall operating performance and facilitate comparisons with other wireless communications companies because they are indicative of T-Mobile’s ongoing operating performance and trends by excluding the impact of Interest expense from financing, non-cash depreciation and amortization from capital investments, stock-based compensation, Merger-related costs including network decommissioning costs and impairment expense, as they are not indicative of T-Mobile’s ongoing operating performance, as well as certain nonrecurring income and expenses. Management believes analysts and investors use Core Adjusted EBITDA because it normalizes for the transition in the company’s device financing strategy, by excluding the impact of lease revenues from Adjusted EBITDA, to align with the related depreciation expense on leased devices, which is excluded from the definition of Adjusted EBITDA. Core Adjusted EBITDA and Adjusted EBITDA have limitations as analytical tools and should not be considered in isolation or as a substitute for Net income or any other measure of financial performance reported in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”).

9.Adjusted EBITDA Margin and Core Adjusted EBITDA Margin - Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by service revenues. Core Adjusted EBITDA margin is calculated as Core Adjusted EBITDA divided by service revenues.

10.Free Cash Flow - Net cash provided by operating activities less cash purchases of property and equipment, including proceeds from sales of tower sites and proceeds related to beneficial interests in securitization transactions and less cash payments for debt prepayment or debt extinguishment costs. Free Cash Flow is utilized by T-Mobile’s management, investors, and analysts to evaluate cash available to pay debt and provide further investment in the business. The reconciliation of Free Cash Flow to net cash provided by operating activities is detailed in the Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures schedule.

11.Net debt - Short-term debt, short-term debt to affiliates, long-term debt, and long-term debt (excluding tower obligations) to affiliates, short-term financing lease liabilities and financing lease liabilities, less cash and cash equivalents.

12.Merger-related costs include:

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

•Restructuring costs, including severance, store rationalization and network decommissioning; and

•Transaction costs, including legal and professional services related to the completion of the Merger and the acquisitions of affiliates.

Cautionary Statement Regarding Forward-Looking Statements

This communication 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 T-Mobile US, Inc.’s 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 and may cause actual results to differ materially from the forward-looking statements. Important factors that could affect future results and cause those results to differ materially from those expressed in the forward-looking statements include, among others, the following: natural disasters, public health crises, including adverse impact caused by the COVID-19 pandemic; competition, industry consolidation and changes in the market for wireless services; disruption, data loss or other security breaches, such as the criminal cyberattack we became aware of in August 2021; our inability to take advantage of technological developments on a timely basis; our inability to retain or motivate key personnel, hire qualified personnel or maintain our corporate culture; system failures and business disruptions, allowing for unauthorized use of or interference with our network and other systems; the scarcity and cost of additional wireless spectrum, and regulations relating to spectrum use; the impacts of the actions we have taken and conditions we have agreed to in connection with the regulatory proceedings and approvals of the Transactions (as defined below), including the 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 (the “Prepaid Business”), and the assumption of certain related liabilities (collectively, the “Prepaid Transaction”), the complaint and proposed final judgment (the “Consent Decree”) agreed to by us, Deutsche Telekom AG (“DT”), Sprint Corporation, now known as Sprint LLC (“Sprint”), SoftBank Group Corp. (“SoftBank”) and DISH with the U.S. District Court for the District of Columbia, which was approved by the Court on April 1, 2020, the proposed commitments filed with the Secretary of the Federal Communications Commission (“FCC”), which we announced on May 20, 2019, certain national security commitments and undertakings, and any other commitments or undertakings entered into, including but not limited to, those we have made to certain states and nongovernmental organizations (collectively, the “Government Commitments”), and the challenges in satisfying the Government Commitments in the required time frames and the significant cumulative costs incurred in tracking and monitoring compliance; adverse economic, political or market conditions in the U.S. and international markets, including those caused by the COVID-19 pandemic; our inability to manage the ongoing commercial and transition services arrangements entered into in connection with the Prepaid Transaction, and known or unknown liabilities arising in connection therewith; the effects of any future acquisition, investment, or merger involving us; any disruption or failure of our third parties (including key suppliers) to provide products or services for the operation of our business; our substantial level of indebtedness and our inability to service our debt obligations in accordance with their terms or to comply with the restrictive covenants contained therein; changes in the credit market conditions, credit rating downgrades or an inability to access debt markets; restrictive covenants including the agreements governing our indebtedness and other financings; the risk of future material weaknesses we may identify while we continue to work to integrate and align policies, principles and practices of the two companies following the Transactions, or any other failure by us to maintain effective internal controls, and the resulting significant costs and reputational damage; any changes in regulations or in the regulatory framework under which we operate; laws and regulations relating to the handling of privacy and data protection; unfavorable outcomes of existing or future legal proceedings, including these proceedings and inquiries relating to the criminal cyberattack we became aware of in August 2021; the possibility that we may be unable to adequately protect our intellectual property rights or be accused of infringing the intellectual property rights of others; our offering of regulated financial services products and exposure to a wide variety of state and federal regulations; new or amended tax laws or regulations or administrative interpretations and judicial decisions affecting the scope or application of tax laws or regulations; our exclusive forum provision as provided in our Certificate of Incorporation; interests of our significant stockholders that may differ from the interests of other stockholders; future sales of our common stock by DT and SoftBank and our inability to attract additional equity financing outside the United States due to foreign ownership limitations by the FCC; failure to realize the expected benefits and synergies of the merger with Sprint, pursuant to the Business Combination Agreement with Sprint and the other parties named therein (as amended, the “Business Combination Agreement”) and the other transactions contemplated by the Business Combination Agreement (collectively, the “Transactions”) in the expected time frames or in the amounts anticipated; any delay and costs of, or difficulties in, integrating our business and Sprint's business and operations, and unexpected additional operating costs, customer loss and business disruptions, including challenges in maintaining relationships with employees, customers, suppliers or vendors; unanticipated difficulties, disruption, or significant delays in our long-term strategy to migrate Sprint's legacy customers onto T-Mobile's existing billing platforms; and other risks as disclosed in our most recent annual report on Form 10-K, 10-Q and other filings with the Securities and Exchange Commission. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law.

About T-Mobile US, Inc.