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Item 9A. Controls and Procedures

2022-02-11 compared with 2021-02-23 · 119 added, 123 removed, 460 unchanged (34% of the section changed)

7 unchanged sentences

Changes in Internal Control over Financial Reporting

On April 1, 2020, we completed our Merger with Sprint and have implemented new processes and internal controls to assist us in the preparation and disclosure of financial information.

Other than the integration of Sprint, there were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act, during our most recently completed fiscal quarter that materially affected or are reasonably likely to materially affect our internal control over financial reporting.

There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act, during our most recently completed fiscal quarter that materially affected or are reasonably likely to materially affect our internal control over financial reporting.

Index for Notes to the Consolidated Financial Statements

Management’s Annual Report on Internal Control over Financial Reporting

6 unchanged sentences

Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2021.

On April 1, 2020, we completed our Merger with Sprint and have implemented new processes and internal controls to assist us

in the preparation and disclosure of financial information.

We have also integrated certain Sprint business processes into our existing processes, systems and internal control over financial reporting.

Given the significance of the Sprint acquisition and the complexity of systems and business processes, we have excluded certain acquired Sprint processes and internal controls that were not integrated from our evaluation of internal control over financial reporting.

This exclusion is in accordance with the guidance issued by the SEC that permits registrants to exclude an acquired business from management’s report on internal control over financial reporting for the first year after the acquisition is completed.

The total assets of Sprint, excluding the elements related to processes that have been integrated with our processes, and excluding goodwill, spectrum licenses and other

identifiable intangible assets that were subject to our evaluation, represent approximately 14% of consolidated assets as of December 31, 2020.

The total revenues of Sprint represent approximately 30% of the consolidated revenues for the year ended December 31, 2020.

The effectiveness of our internal control over financial reporting as of December 31, 2021 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report herein.

Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

OTHER INFORMATION

8 unchanged sentences

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

Index for Notes to the Consolidated Financial Statements

Certain Relationships and Related Transactions, and Director Independence

6 unchanged sentences

The following financial statements are included in Part II, Item 8 of this Form 10-K:

Report of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets

8 unchanged sentences

Form 10–K Summary

Index for Notes to the Consolidated Financial Statements

INDEX TO EXHIBITS

Incorporated by Reference

Exhibit Description Form Date of First Filing Exhibit Number Filed Herein

Exhibit Description Form Date of Filing Exhibit Number Filed Herewith

2.1 Business Combination Agreement, dated as of April 29, 2018, by and among T-Mobile US, Inc., Huron Merger Sub LLC, Superior Merger Sub Corporation, Sprint Corporation, Starburst I, Inc., Galaxy Investment Holdings, Inc., and for the limited purposes set forth therein, Deutsche Telekom AG, Deutsche Telekom Holding B.V.

11 unchanged sentences

8-K 6/17/2020 2.1

2.6 Asset Purchase Agreement, dated as of May 28, 2021, by and between T-Mobile USA, Inc.

and Shenandoah Telecommunications Company.

8-K 6/1/2021 2.1

2.7 Amendment No.

1 to Asset Purchase Agreement, dated as of July 1, 2021, by and between T-Mobile USA, Inc.

and Shenandoah Telecommunications Company.

10-Q 8/3/2021 2.2

3.1 Fifth Amended and Restated Certificate of Incorporation of T-Mobile US, Inc.

8 unchanged sentences

10-Q 10/28/2014 4.3

4.4 Seventeenth Supplemental Indenture, dated as of September 5, 2014, by and among T-Mobile USA, Inc., the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee, including the Form of 6.000% Senior Notes due 2023.

8-K 9/5/2014 4.1

4.4 Nineteenth Supplemental Indenture, dated as of September 28, 2015, by and among T-Mobile USA, Inc., the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee.

10-Q 10/27/2015 4.3

4.6 Twentieth Supplemental Indenture, dated as of November 5, 2015, by and among T-Mobile USA, Inc., the guarantors party thereto and Deutsche Bank Trust Company Americas, as Trustee, including the Form of 6.500% Senior Notes due 2026.

8-K 11/5/2015 4.1

Incorporated by Reference

Exhibit Description Form Date of First Filing Exhibit Number Filed Herein

4.7 Twenty-First Supplemental Indenture, dated as of November 5, 2015, by and among T-Mobile USA, Inc., the guarantors party thereto and Deutsche Bank Trust Company Americas, as Trustee, including the Form of 6.000% Senior Notes due 2024.

8-K 4/1/2016 4.1

4.5 Twenty-Third Supplemental Indenture, dated as of March 16, 2017, by and among T-Mobile USA, Inc., T-Mobile US, Inc., the other guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee, including the Form of 4.000% Senior Note due 2022.

8-K 3/16/2017 4.1

4.9 Twenty-Fourth Supplemental Indenture, dated as of March 16, 2017, by and among T-Mobile USA, Inc., T-Mobile US, Inc., the other guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee, including the Form of 5.125% Senior Note due 2025.

8-K 3/16/2017 4.2

Index for Notes to the Consolidated Financial Statements

Incorporated by Reference

Exhibit Description Form Date of Filing Exhibit Number Filed Herewith

4.6 Twenty-Fifth Supplemental Indenture, dated as of March 16, 2017, by and among T-Mobile USA, Inc., the other guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee, including the Form of 5.375% Senior Note due 2027.

4 unchanged sentences

8-K 4/28/2017 4.3

4.13 Thirtieth Supplemental Indenture, dated as of May 9, 2017, by and among T-Mobile USA, Inc., T-Mobile US, Inc., the other guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee.

8-K 5/9/2017 4.2

4.14 Thirty-Second Supplemental Indenture, dated as of January 25, 2018, by and among T-Mobile USA, Inc., T-Mobile US, Inc., the other guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee, including the Form of 4.500% Senior Note due 2026.

8-K 1/25/2018 4.1

4.9 Thirty-Third Supplemental Indenture, dated as of January 25, 2018, by and among T-Mobile USA, Inc., T-Mobile US, Inc., the other guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee, including the Form of 4.750% Senior Note due 2028.

2 unchanged sentences

10-Q 5/1/2018 4.5

4.17 Thirty-Fifth Supplemental Indenture, dated as of April 30, 2018, by and among T-Mobile USA, Inc., T-Mobile US, Inc., the other guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee, including the Form of 4.500% Senior Note due 2026-1.

8-K 5/4/2018 4.1

4.11 Thirty-Sixth Supplemental Indenture, dated as of April 30, 2018, by and among T-Mobile USA, Inc., T-Mobile US, Inc., the other guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee, including the Form of 4.750% Senior Note due 2028-1.

2 unchanged sentences

8-K 5/21/2018 4.1

Incorporated by Reference

Exhibit Description Form Date of First Filing Exhibit Number Filed Herein

4.13 Thirty-Eighth Supplemental Indenture, dated as of December 20, 2018, by and among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas.

8-K 12/21/2018 4.1

4.21 Thirty-Ninth Supplemental Indenture, dated as of December 20, 2018, by and among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas.

10-K 2/7/2019 4.41

4.14 Fortieth Supplemental Indenture, dated as of September 27, 2019, by and among T-Mobile USA, Inc., T-Mobile US, Inc., the other guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee.

2 unchanged sentences

10-Q/A 8/10/2020 4.12

4.24 Forty-Second Supplemental Indenture, dated as of May 7, 2020, by and among T-Mobile USA, Inc., T-Mobile US, Inc., the other guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee.

10-Q/A 8/10/2020 4.13

4.16 Forty-Third Supplemental Indenture, dated as of January 14, 2021, by and among T-Mobile USA, Inc., T-Mobile US, Inc., the other guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee, including the Form of 2.250% Senior Note due 2026.

4 unchanged sentences

8-K 1/14/2021 4.4

4.28 Noteholder Agreement dated as of April 28, 2013, by and between Deutsche Telekom AG and T-Mobile USA, Inc.

Index for Notes to the Consolidated Financial Statements

Incorporated by Reference

Exhibit Description Form Date of Filing Exhibit Number Filed Herewith

4.19 Forty-Sixth Supplemental Indenture, dated as of March 23, 2021, by and among T-Mobile USA, Inc., T-Mobile US, Inc., the other guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee, including the Form of 2.625% Senior Note due 2026.

8-K 3/23/2021 4.2

4.20 Forty-Seventh Supplemental Indenture, dated as of March 23, 2021, by and among T-Mobile USA, Inc., T-Mobile US, Inc., the other guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee, including the Form of 3.375% Senior Note due 2029 .

8-K 3/23/2021 4.3

4.21 Forty-Eighth Supplemental Indenture, dated as of March 23, 2021, by and among T-Mobile USA, Inc., T-Mobile US, Inc., the other guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee, including the Form of 3.500% Senior Note due 2031.

8-K 3/23/2021 4.4

4.22 Forty-Ninth Supplemental Indenture, dated as of March 30, 2021, by and among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee.

10-Q 8/3/2021 4.3

4.23 Indenture, dated as of April 9, 2020 by and among T-Mobile USA, Inc., the Company and Deutsche Bank Trust Company Americas, as trustee.

8 unchanged sentences

8-K 4/13/2020 4.5

Incorporated by Reference

Exhibit Description Form Date of First Filing Exhibit Number Filed Herein

4.28 Fifth Supplemental Indenture, dated as of April 9, 2020, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of 4.500% Senior Secured Note due 2050.

8-K 4/13/2020 4.6

4.35 Sixth Supplemental Indenture, dated as of May 7, 2020, by and among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee.

10-Q/A 8/10/2020 4.7

4.29 Seventh Supplemental Indenture, dated as of June 24, 2020 by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of 1.500% Senior Secured Note due 2026.

2 unchanged sentences

8-K 6/26/2020 4.3

Index for Notes to the Consolidated Financial Statements

Incorporated by Reference

Exhibit Description Form Date of Filing Exhibit Number Filed Herewith

4.31 Ninth Supplemental Indenture, dated as of June 24, 2020, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of 2.550% Senior Secured Note due 2031.

16 unchanged sentences

8-K 10/28/2020 4.7

4.40 Eighteenth Supplemental Indenture, dated as of March 30, 2021, by and among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee.

S-4 3/30/2021 4.19

4.41 Nineteenth Supplemental Indenture, dated as of August 13, 2021, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of 3.400% Senior Secured Note due 2052.

8-K 8/13/2021 4.3

4.42 Twentieth Supplemental Indenture, dated as of August 13, 2021, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee.

8-K 8/13/2021 4.4

4.43 Twenty-First Supplemental Indenture, dated as of December 6, 2021, by and among T‑Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of 2.400% Senior Secured Note due 2029.

8-K 12/6/2021 4.3

Index for Notes to the Consolidated Financial Statements

Incorporated by Reference

Exhibit Description Form Date of First Filing Exhibit Number Filed Herein

4.47 Registration Rights Agreement, dated as of April 9, 2020, by and among T-Mobile USA, Inc., the Initial Guarantors (as defined therein) and Barclays Capital Inc., Deutsche Bank Securities Inc.

and Goldman Sachs & Co.

LLC, as representatives of the Initial Purchasers (as defined therein).

Exhibit Description Form Date of Filing Exhibit Number Filed Herewith

4.44 Twenty-Second Supplemental Indenture, dated as of December 6, 2021, by and among T‑Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of 2.700% Senior Secured Note due 2032.

8-K 12/6/2021 4.4

4.48 Registration Rights Agreement, dated as of June 24, 2020, by and among T-Mobile USA, Inc., the Initial Guarantors (as defined therein) and Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc.

and Wells Fargo Securities, LLC, as representatives of the Initial Purchasers (as defined therein).

4.45 Twenty-Third Supplemental Indenture, dated as of December 6, 2021, by and among T‑Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee.

8-K 12/6/2021 4.5

4.49 Registration Rights Agreement, dated as of October 6, 2020, by and among T-Mobile USA, Inc., the Initial Guarantors (as defined therein) and Barclays Capital Inc., J.P.

Morgan Securities LLC, Morgan Stanley & Co.

LLC and RBC Capital Markets, LLC, as representatives of the Initial Purchasers (as defined therein).

4.46 Registration Rights Agreement, dated as of May 13, 2021, by and among T-Mobile USA, Inc., the Initial Guarantors (as defined therein) and J.P.

Morgan Securities LLC, as representative of the Initial Purchasers (as defined therein).

8-K 5/13/2021 4.5

4.50 Registration Rights Agreement, dated as of October 28, 2020, by and among T‑Mobile USA, Inc., the Initial Guarantors (as defined therein) and Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc.

and Goldman Sachs & Co.

4.47 Registration Rights Agreement, dated as of August 13, 2021, by and among T-Mobile USA, Inc., the Initial Guarantors (as defined therein) and Citigroup Global Markets Inc., Deutsche Bank Securities Inc.

Morgan Securities LLC, as representatives of the Initial Purchasers (as defined therein).

8-K 8/13/2021 4.5

4.48 Registration Rights Agreement, dated as of December 6, 2021, by and among T‑Mobile USA, Inc., the Initial Guarantors (as defined therein) and Barclays Capital Inc., Credit Suisse Securities (USA) LLC and Goldman Sachs & Co.

LLC, as representatives of the Initial Purchasers (as defined therein).

28 unchanged sentences

001-04721) 11/9/2011 4.1

Index for Notes to the Consolidated Financial Statements

Incorporated by Reference

Exhibit Description Form Date of First Filing Exhibit Number Filed Herein

4.58 First Supplemental Indenture, dated as of November 9, 2011, by and between Sprint Nextel Corporation and The Bank of New York Mellon Trust Company, N.A.

(SEC File No.

001-04721) 11/9/2011 4.2

Exhibit Description Form Date of Filing Exhibit Number Filed Herewith

4.56 Sixth Supplemental Indenture, dated as of November 14, 2012, by and between Sprint Nextel Corporation and The Bank of New York Mellon Trust Company, N.A.

18 unchanged sentences

001-04721) 9/11/2013 4.1

4.65 First Supplemental Indenture, dated as of September 11, 2013, by and among Sprint Corporation, Sprint Communications, Inc.

and The Bank of New York Mellon Trust Company, N.A.

(SEC File No.

001-04721) 9/11/2013 4.2

4.62 Second Supplemental Indenture, dated as of September 11, 2013, by and among Sprint Corporation, Sprint Communications, Inc.

13 unchanged sentences

001-04721) 2/22/2018 4.1

Incorporated by Reference

Exhibit Description Form Date of First Filing Exhibit Number Filed Herein

4.66 Sixth Supplemental Indenture, dated as of May 14, 2018, by and between Sprint Corporation and The Bank of New York Mellon Trust Company, N.A.

1 unchanged sentence

001-04721) 5/14/2018 4.1

4.71 Seventh Supplemental Indenture, dated as of February 3, 2020, by and among Sprint Corporation, Sprint Communications, Inc., the subsidiary guarantors party thereto, and the Bank of New York Mellon Trust Company, N.A., as trustee.

(SEC File No.

001-04721) 2/3/2020 4.2

4.67 Eighth Supplemental Indenture, dated as of April 1, 2020, by and among Sprint Corporation, Sprint Communications, Inc., T-Mobile US, Inc., T-Mobile USA, Inc.

1 unchanged sentence

10-Q/A 8/10/2020 4.36

Index for Notes to the Consolidated Financial Statements

Incorporated by Reference

Exhibit Description Form Date of Filing Exhibit Number Filed Herewith

4.68 Indenture, dated as of October 27, 2016, by and among Sprint Spectrum Co LLC, Sprint Spectrum Co II LLC, Sprint Spectrum Co III LLC and Deutsche Bank Trust Company Americas, as Trustee and Securities Intermediary.

10 unchanged sentences

001-04721) 1/31/2019 4.1

4.77 Series 2016-1 Supplement, dated as of October 27, 2016, among Sprint Spectrum Co LLC, Sprint Spectrum Co II LLC, Sprint Spectrum Co III LLC and Deutsche Bank Trust Company Americas, as trustee and securities intermediary.

(SEC File No.

001-04721) 11/2/2016 4.2

4.78 First Supplemental Indenture to the Series 2016-1 Supplement, dated as of March 21, 2018 by and among Sprint Spectrum Co LLC, Sprint Spectrum Co II LLC, Sprint Spectrum Co III LLC and Deutsche Bank Trust Company Americas, as trustee and securities intermediary.

(SEC File No.

001-04721) 3/21/2018 10.2

4.72 Series 2018-1 Supplement, dated as of March 21, 2018 by and among Sprint Spectrum Co LLC, Sprint Spectrum Co II LLC, Sprint Spectrum Co III LLC and Deutsche Bank Trust Company Americas, as trustee and securities intermediary.

8 unchanged sentences

10-Q 8/8/2013 10.1

Incorporated by Reference

Exhibit Description Form Date of First Filing Exhibit Number Filed Herein

10.2 Amendment No.

10 unchanged sentences

10-Q 8/8/2013 10.4

Index for Notes to the Consolidated Financial Statements

Incorporated by Reference

Exhibit Description Form Date of Filing Exhibit Number Filed Herewith

10.6 First Amendment, dated as of November 30, 2012, to MPL Site Master Lease Agreement, dated as of November 30, 2012, by and among Cook Inlet/VS GSM IV PCS Holdings, LLC, T-Mobile Central LLC, T-Mobile South LLC, Powertel/Memphis, Inc., Voicestream Pittsburgh, L.P., T-Mobile West LLC, T-Mobile Northeast LLC, Wireless Alliance, LLC, Suncom Wireless Operating Company, L.L.C., T-Mobile USA, Inc.

11 unchanged sentences

10-K 2/7/2019 10.11

Incorporated by Reference

Exhibit Description Form Date of First Filing Exhibit Number Filed Herein

10.12 Management Agreement, dated as of November 30, 2012, by and among Suncom Wireless Operating Company, L.L.C., Cook Inlet/VS GSM IV PCS Holdings, LLC, T-Mobile Central LLC, T-Mobile South LLC, Powertel/Memphis, Inc., Voicestream Pittsburgh, L.P., T-Mobile West LLC, T-Mobile Northeast LLC, Wireless Alliance, LLC, Suncom Wireless Property Company, L.L.C., T-Mobile USA Tower LLC, T-Mobile West Tower LLC, CCTMO LLC, T3 Tower 1 LLC and T3 Tower 2 LLC.

7 unchanged sentences

8-K 04/30/2018 10.3

Index for Notes to the Consolidated Financial Statements

Incorporated by Reference

Exhibit Description Form Date of Filing Exhibit Number Filed Herewith

10.16 Letter Agreement, dated as of February 20, 2020, by and among T-Mobile US, Inc., Deutsche Telekom AG and SoftBank Group Corp.

15 unchanged sentences

10-Q 11/5/2020 10.2

10.22 Receivables Sale and Conveyancing Agreement, dated as of February 26, 2014, among T-Mobile West LLC, T-Mobile Central LLC, T-Mobile Northeast LLC and T-Mobile South LLC, as sellers, and T-Mobile PCS Holdings LLC, as purchaser.

8-K 3/4/2014 10.1

10.23 Joinder and First Amendment to the Receivables Sale and Conveyancing Agreement, dated as of November 28, 2014, among Powertel/Memphis, Inc., Triton PCS Holdings Company L.L.C., T-Mobile West LLC, T-Mobile Central LLC, T-Mobile Northeast LLC and T-Mobile South LLC, as sellers, and T-Mobile PCS Holdings LLC, as purchaser.

10-K 2/19/2015 10.55

10.24 Joinder and Second Amendment to the Receivables Sale and Conveyancing Agreement, dated as of January 9, 2015, among SunCom Wireless Operating Company, LLC, Powertel/Memphis, Inc., Triton PCS Holdings Company L.L.C., T-Mobile West LLC, T-Mobile Central LLC, T-Mobile Northeast LLC and T-Mobile South LLC, as sellers, and T-Mobile PCS Holdings LLC, as purchaser.

10.22 First Amended and Restated Receivables Sale and Conveyancing Agreement, dated as of March 2, 2021, by and among T-Mobile West LLC, T-Mobile Central LLC, T-Mobile Northeast LLC and T-Mobile South LLC, as sellers, and T-Mobile PCS Holdings LLC, as purchaser.

10-Q 5/4/2021 10.5

10.25 Receivables Sale and Contribution Agreement, dated as of February 26, 2014, between T-Mobile PCS Holdings LLC, as seller, and T-Mobile Airtime Funding LLC, as purchaser.

8-K 3/4/2014 10.2

Incorporated by Reference

Exhibit Description Form Date of First Filing Exhibit Number Filed Herein

10.26 First Amendment to the Receivables Sale and Contribution Agreement, dated as of November 28, 2014, between T-Mobile PCS Holdings LLC, as seller, and T-Mobile Airtime Funding LLC, as purchaser.

10-K 2/19/2015 10.56

10.27 Second Amendment to the Receivables Sale and Contribution Agreement, dated as of January 9, 2015, by and among T-Mobile PCS Holdings LLC, as seller, and T-Mobile Airtime Funding LLC, as purchaser.

10.23 First Amended and Restated Receivables Sale and Contribution Agreement, dated as of March 2, 2021, by and between T-Mobile PCS Holdings LLCS, as seller, and T-Mobile Airtime Funding LLC, as purchaser.

10-Q 5/4/2021 10.6

10.28 Third Amendment to the Receivables Sale and Contribution Agreement, dated as of November 30, 2016, by and among T-Mobile PCS Holdings LLC, as seller, and T-Mobile Airtime Funding LLC, as purchaser.

10-K 2/14/2017 10.33

10.29 Fourth Amendment to the Receivables Sale and Contribution Agreement, dated as of May 5, 2017, by and among T-Mobile PCS Holdings LLC, as seller, and T-Mobile Airtime Funding LLC, as purchaser.

10.24 Fifth Amended and Restated Master Receivables Purchase Agreement, dated as of March 2, 2021, among T-Mobile Airtime Funding LLC, as transferor, T-Mobile PCS Holdings LLC, in its individual capacity and as servicer, T-Mobile US, Inc.

and T-Mobile USA, Inc., as performance guarantors, Billing Gate One LLC, as outgoing purchaser, Landesbank Hessen-Thüringen Girozentrale, as outgoing bank purchasing agent, MUFG Bank (Europe) N.V., Germany Branch, as outgoing bank collections agent, The Toronto-Dominion Bank, as administrative agent, and certain financial institutions party thereto.

10-Q 5/4/2021 10.7

10.30 Fourth Amended and Restated Master Receivables Purchase Agreement, dated as of February 26, 2019, among T-Mobile Funding LLC, as funding seller, Billing Gate One LLC, as purchaser, Landesbank Hessen-Thüringen Giroznetrale, as bank purchasing agent, MUFG Bank (Europe) N.V., Germany Branch, as bank collection agent, T-Mobile PCS Holdings LLC, as servicer, and T-Mobile US, Inc.

and T-Mobile USA, Inc., as performance guarantors.

8-K 3/4/2019 10.1

10.25 First Amendment to Fifth Amended and Restated Master Receivables Purchase Agreement, dated as of June 18, 2021, by and among T-Mobile Airtime Funding LLC, as transferor, T-Mobile PCS Holdings LLC, in its individual capacity and as servicer, T-Mobile US, Inc.

and T-Mobile USA, Inc., as performance guarantors, The Toronto-Dominion Bank, as administrative agent, and certain financial institutions party thereto.

10-Q 8/3/2021 10.4

10.26 Performance Guaranty, dated as of March 2, 2021, by T-Mobile US, Inc.

and T-Mobile USA, Inc.

10-Q 5/4/2021 10.8

10.27 Receivables Sale and Conveyancing Agreement, dated as of November 10, 2021, by and among Sprint Spectrum LLC and SprintCom, Inc., each as a seller, and T-Mobile Financial LLC, as purchaser.

10.28 Third Amended and Restated Receivables Sale Agreement, dated as of October 23, 2018, by and between T-Mobile Financial LLC, as seller, and T-Mobile Handset Funding LLC, as purchaser.

10-Q 10/30/2018 10.2

Index for Notes to the Consolidated Financial Statements

Incorporated by Reference

Exhibit Description Form Date of Filing Exhibit Number Filed Herewith

10.29 First Amendment, dated as of November 2, 2020, to Third Amended and Restated Receivables Sale Agreement, dated as of October 23, 2018, by and between T-Mobile Financial LLC, as seller, and T-Mobile Handset Funding LLC, as purchaser.

10-K 2/23/2021 10.32

10.30 Second Amendment, dated as of November 10, 2021, to Third Amended and Restated Receivables Sale Agreement, dated as of October 23, 2018, by and between T-Mobile Financial LLC, as seller, and T-Mobile Handset Funding LLC, as purchaser.

10.31 Third Amended and Restated Receivables Purchase and Administration Agreement, dated as of October 23, 2018, by and among T-Mobile Handset Funding LLC, as transferor, T-Mobile Financial LLC, as servicer, T-Mobile US, Inc.

and T -M obile USA, I nc., jointly an d severally as performance guarantor s , Royal Bank of Canada, as administrative agent, and certain financial institutions party thereto.

and T-Mobile USA, Inc., jointly and severally as performance guarantors, Royal Bank of Canada, as administrative agent, and certain financial institutions party thereto.

10-Q 10/30/2018 10.1

10.32 First Amendment, dated as of December 21, 2018, to Third Amended and Restated Receivables Purchase and Administration Agreement, dated as of October 23, 2018, by and among T-Mobile Handset Funding LLC, as transferor, T-Mobile Financial LLC, as servicer, T-Mobile US, Inc.

and T-Mobile US A, Inc.

, join tly and severally as performance guarantor s , Royal Bank of Canada, as administrative agent, and certain financial institutions party thereto .

and T-Mobile USA, Inc., jointly and severally as performance guarantors, Royal Bank of Canada, as administrative agent, and certain financial institutions party thereto .

10-K 2/7/2019 10.45

2 unchanged sentences

10-Q 5/6/2020 10.1

Incorporated by Reference

Exhibit Description Form Date of First Filing Exhibit Number Filed Herein

10.34 Third Amendment, dated as of April 30, 2020, to Third Amended and Restated Receivables Purchase and Administration Agreement, dated as of October 23, 2018, by and among T-Mobile Handset Funding LLC, as transferor, T-Mobile Financial LLC, as servicer, T-Mobile US, Inc.

3 unchanged sentences

and T-Mobile USA, Inc., jointly and severally as guarantors, Royal Bank of Canada, as Administrative Agent, and certain financial institutions party thereto.

10-K 2/23/2021 10.37

10.36 Fifth Amendment, dated as of August 16, 2021, to Third Amended and Restated Receivables Purchase and Administration Agreement, dated as of October 23, 2018, by and among T-Mobile Handset Funding LLC, as transferor, and T-Mobile Financial LLC, individually and as servicer.

10-Q 11/2/2021 10.1

10.37 Sixth Amendment, dated as of November 10, 2021, to Third Amended and Restated Receivables Purchase and Administration Agreement, dated as of October 23, 2018, by and among T-Mobile Handset Funding LLC, as transferor, T-Mobile Financial LLC, individually and as servicer, T-Mobile US, Inc.

and T-Mobile USA, Inc., jointly and severally as guarantors, Royal Bank of Canada, as Administrative Agent, and certain financial institutions party thereto.

Index for Notes to the Consolidated Financial Statements

Incorporated by Reference

Exhibit Description Form Date of Filing Exhibit Number Filed Herewith

10.38 Amended and Restated Performance Guaranty, dated as of November 10, 2021, by T-Mobile US, Inc.

and T-Mobile USA, Inc.

10.39 Purchase Agreement, dated as of March 13, 2017, among T-Mobile USA, Inc., the guarantors party thereto and Deutsche Telekom AG.

4 unchanged sentences

10-Q/A 8/10/2020 10.3

10.41 Incremental Amendment, dated as of September 16, 2020, to the Credit Agreement, dated as of April 1, 2020, among T-Mobile USA, Inc., Deutsche Bank AG New York Branch, as administrative agent and each Incremental Revolving Lender as defined therein.

10.42 First Incremental Faci lity Amendment, dated as of September 16, 2020, to the Credit Agreement, dated as of April 1, 2020, among T-Mobile USA, Inc., Deutsche Bank AG New York Branch, as administrative agent and each Incremental Revolving Lender as defined therein.

8-K 9/17/2020 10.1

10.43 Second Amendment, dated as of October 29, 2021, to the Credit Agreement, dated as of April 1, 2020, among T-Mobile USA, Inc., the lenders party thereto, and Deutsche Bank AG New York Branch, as administrative agent .

10.44 Guarantee Agreement, dated as of April 1, 2020, by and among T-Mobile US, Inc., T-Mobile USA, Inc.

6 unchanged sentences

10-Q/A 8/10/2020 10.8

10.45 Commitment Letter, dated as of October 30, 2020, by and among T-Mobile USA, Inc.

and the financial institutions party thereto.

10.46 Joinder to Commitment Letter, dated as of November 13, 2020, by and among T-Mobile USA, Inc.

and the financial institutions party thereto.

10.47 Guarantee and Collateral Agreement, dated October 27, 2016, among Deutsche Bank Trust Company Americas, Sprint Spectrum PledgeCo LLC, Sprint Spectrum PledgeCo II LLC, Sprint Spectrum PledgeCo III LLC, Sprint Spectrum License Holder LLC, Sprint Spectrum License Holder II LLC and Sprint Spectrum License Holder III LLC.

1 unchanged sentence

001-04721) 11/2/2016 10.1

Incorporated by Reference

Exhibit Description Form Date of First Filing Exhibit Number Filed Herein

10.48 Intra-Company Spectrum Lease Agreement, dated as of October 27, 2016, among Sprint Spectrum License Holder LLC, Sprint Spectrum License Holder II LLC and Sprint Spectrum License Holder III LLC, Sprint Communications, Inc., Sprint Intermediate HoldCo LLC, Sprint Intermediate HoldCo II LLC, Sprint Intermediate HoldCo III LLC and the guarantors.

4 unchanged sentences

001-04721) 3/12/2018 10.1

Index for Notes to the Consolidated Financial Statements

Incorporated by Reference

Exhibit Description Form Date of Filing Exhibit Number Filed Herewith

10.50 Second Amendment to Intra-Company Spectrum Lease Agreement, dated as of June 6, 2018, among Sprint Spectrum License Holder, LLC, Sprint Spectrum License Holder II LLC and Sprint Spectrum License Holder III LLC, Sprint Communications, Inc., Sprint Intermediate HoldCo LLC, Sprint Intermediate HoldCo II LLC, Sprint Intermediate HoldCo III LLC, Sprint Corporation and the subsidiary guarantors.

3 unchanged sentences

10-Q/A 8/10/2020 10.13

10.52 Guarantee Assumption Agreement, dated as of May 7, 2020, by and among Sprint Spectrum License Holder, LLC, Sprint Spectrum License Holder II LLC, Sprint Spectrum License Holder III LLC and certain subsidiary guarantors.

10-Q/A 8/10/2020 10.14

10.52 Guarantee Assumption Agreement, dated as of March 30, 2021, by and among Sprint Spectrum License Holder, LLC, Sprint Spectrum License Holder II LLC, Sprint Spectrum License Holder III LLC and certain subsidiary guarantors.

10-Q 8/3/2021 10.3

10.53 Master Framework Agreement, dated as of June 22, 2020, by and among SoftBank Group Corp., SoftBank Group Capital Ltd, Delaware Project 4 L.L.C., Delaware Project 6 L.L.C., Claure Mobile LLC, Deutsche Telekom AG, T-Mobile US, Inc.

5 unchanged sentences

13D/A 6/25/2020 15

10.56** Amended and Restated MetroPCS Communications, Inc.

2004 Equity Incentive Compensation Plan.

S-1/A 2/27/2007 10.1(a)

10.56** MetroPCS Communications, Inc.

16 unchanged sentences

10-K 2/8/2018 10.76

Incorporated by Reference

Exhibit Description Form Date of First Filing Exhibit Number Filed Herein

10.63** T-Mobile US, Inc.

6 unchanged sentences

Non-Qualified Deferred Executive Compensation Plan.

10-K 2/23/2021 10.70

10.66** T-Mobile US, Inc.

10 unchanged sentences

10-Q 8/8/2013 10.21

Index for Notes to the Consolidated Financial Statements

Incorporated by Reference

Exhibit Description Form Date of Filing Exhibit Number Filed Herewith

10.70** Annual Incentive Award Notice under the 2013 Omnibus Incentive Plan.

10-K 2/6/2020 10.74

10-Q 5/4/2021 10.4

10.71** T-Mobile US, Inc.

14 unchanged sentences

10.76** Form of Restricted Stock Unit Award Agreement (Time-Vesting) for Executive Officers under the Sprint Corporation 2015 Amended and Restated Omnibus Incentive Plan.

10-Q/A 8/10/2020 10.25

10-Q 5/4/2021 10.1

10.77** Form of Restricted Stock Unit Award Agreement (Performance-Vesting) for Executive Officers under the Sprint Corporation 2015 Amended and Restated Omnibus Incentive Plan.

10-Q/A 8/10/2020 10.26

10-Q 5/4/2021 10.2

10.78** Form of Restricted Stock Unit Award Agreement (Time-Vesting) for Executive Officers under the T-Mobile US, Inc.

9 unchanged sentences

8-K 6/4/2013 10.2

Incorporated by Reference

Exhibit Description Form Date of First Filing Exhibit Number Filed Herein

10.87** Sprint Nextel 1997 Long-Term Stock Incentive Program, as amended and restated January 1, 2008.

(SEC File No.

001-04721) 2/27/2009 10.9

10.82** Form of Restricted Stock Unit Award Agreement (Performance-Vesting) (Cash Settled) for Executive Officers under the T-Mobile US, Inc.

2013 Omnibus Incentive Plan.

10-Q 5/4/2021 10.3

10.83** Letter Agreement, dated as of March 25, 2019, by and between the Company and David A.

10-Q 8/3/2021 10.1

10.84** Letter Agreement, dated as of April 8, 2021, by and between the Company and David A.

10-Q 8/3/2021 10.2

21.1 Subsidiaries of Registrant.

2 unchanged sentences

24.1 Power of Attorney, pursuant to which amendments to this Form 10-K may be filed (included on the signature page contained in Part IV of the Form 10-K).

Index for Notes to the Consolidated Financial Statements

Incorporated by Reference

Exhibit Description Form Date of Filing Exhibit Number Filed Herewith

31.1 Certifications of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

11 unchanged sentences

** Indicates a management contract or compensatory plan or arrangement.

*** Furnished herein.

*** Furnished herewith.

Index for Notes to the Consolidated Financial Statements

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 thereunto duly authorized.

20 unchanged sentences

Datar Director

/s/ Lawrence H.

Guffey Director

/s/ Bavan Holloway Director

Bavan Holloway

/s/ Christian P.

Illek Director

/s/ Stephen R.

Kappes Director

Index for Notes to the Consolidated Financial Statements

/s/ Raphael Kübler Director

4 unchanged sentences

Dominique Leroy

/s/ Letitia A.

Long Director

/s/ Teresa A.

6 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures