T-Mobile US, Inc. 10-Q

Item 1. Financial Statements T-Mobile US, Inc. Condensed Consolidated Balance Sheets (Unaudited) (in millions, except share and per share amounts) September 30, 2023 December 31, 2022 Assets Current assets Cash and cash equivalents $ 5,030 $ 4,507 Accounts receivable, net of allowance for credit losses of $ 166 and $ 167 4,500 4,445 Equipment installment plan receivables, net of allowance for credit losses and imputed discount of $ 610 and $ 667 4,470 5,123 Inventory 1,685 1,884 Prepaid expenses 712 673 Other current assets 2,272 2,435 Total current assets 18,669 19,067 Property and equipment, net 41,080 42,086 Operating lease right-of-use assets 27,568 28,715 Financing lease right-of-use assets 3,390 3,257 Goodwill 12,234 12,234 Spectrum licenses 96,689 95,798 Other intangible assets, net 2,824 3,508 Equipment installment plan receivables due after one year, net of allowance for credit losses and imputed discount of $ 130 and $ 144 1,879 2,546 Other assets 4,246 4,127 Total assets $ 208,579 $ 211,338 Liabilities and Stockholders' Equity Current liabilities Accounts payable and accrued liabilities $ 9,665 $ 12,275 Short-term debt 3,437 5,164 Deferred revenue 830 780 Short-term operating lease liabilities 3,545 3,512 Short-term financing lease liabilities 1,286 1,161 Other current liabilities 2,948 1,850 Total current liabilities 21,711 24,742 Long-term debt 70,365 65,301 Long-term debt to affiliates 1,496 1,495 Tower obligations 3,819 3,934 Deferred tax liabilities 12,900 10,884 Operating lease liabilities 28,677 29,855 Financing lease liabilities 1,273 1,370 Other long-term liabilities 3,640 4,101 Total long-term liabilities 122,170 116,940 Commitments and contingencies (Note 13) Stockholders' equity Common stock, par value $ 0.00001 per share, 2,000,000,000 shares authorized; 1,262,375,765 and 1,256,876,527 shares issued, 1,161,979,708 and 1,233,960,078 shares outstanding — — Additional paid-in capital 74,404 73,941 Treasury stock, at cost, 100,396,057 and 22,916,449 shares ( 14,092 ) ( 3,016 ) Accumulated other comprehensive loss ( 949 ) ( 1,046 ) Retained earnings (accumulated deficit) 5,335 ( 223 ) Total stockholders' equity 64,698 69,656 Total liabilities and stockholders' equity $ 208,579 $ 211,338 The accompanying notes are an integral part of these condensed consolidated financial statements. 3 Index for Notes to the Condensed Consolidated Financial Statements T-Mobile US, Inc. Condensed Consolidated Statements of Comprehensive Income (Unaudited) Three Months Ended September 30, Nine Months Ended September 30, (in millions, except share and per share amounts) 2023 2022 2023 2022 Revenues Postpaid revenues $ 12,288 $ 11,548 $ 36,220 $ 34,194 Prepaid revenues 2,473 2,484 7,334 7,408 Wholesale and other service revenues 1,153 1,329 3,644 4,203 Total service revenues 15,914 15,361 47,198 45,805 Equipment revenues 3,076 3,855 9,964 12,679 Other revenues 262 261 918 814 Total revenues 19,252 19,477 58,080 59,298 Operating expenses Cost of services, exclusive of depreciation and amortization shown separately below 2,886 3,712 8,863 11,499 Cost of equipment sales, exclusive of depreciation and amortization shown separately below 4,249 4,982 12,925 16,036 Selling, general and administrative 5,334 5,118 16,031 16,030 Impairment expense — — — 477 Loss (gain) on disposal group held for sale — 1,071 ( 25 ) 1,071 Depreciation and amortization 3,187 3,313 9,500 10,389 Total operating expenses 15,656 18,196 47,294 55,502 Operating income 3,596 1,281 10,786 3,796 Other expense, net Interest expense, net ( 790 ) ( 827 ) ( 2,486 ) ( 2,542 ) Other income (expense), net 41 ( 3 ) 56 ( 35 ) Total other expense, net ( 749 ) ( 830 ) ( 2,430 ) ( 2,577 ) Income before income taxes 2,847 451 8,356 1,219 Income tax (expense) benefit ( 705 ) 57 ( 2,053 ) ( 106 ) Net income $ 2,142 $ 508 $ 6,303 $ 1,113 Net income $ 2,142 $ 508 $ 6,303 $ 1,113 Other comprehensive income, net of tax Reclassification of loss from cash flow hedges, net of tax effect of $ 15 , $ 13 , $ 42 and $ 39 41 39 121 113 Unrealized (loss) gain on foreign currency translation adjustment, net of tax effect of $ 0 , $ 0 , $ 0 and $( 1 ) — ( 7 ) 9 ( 11 ) Amortization of actuarial gain, net of tax effect of $( 11 ), $ 0 , $( 11 ) and $ 0 ( 33 ) — ( 33 ) — Other comprehensive income 8 32 97 102 Total comprehensive income $ 2,150 $ 540 $ 6,400 $ 1,215 Earnings per share Basic $ 1.83 $ 0.40 $ 5.28 $ 0.89 Diluted $ 1.82 $ 0.40 $ 5.26 $ 0.88 Weighted-average shares outstanding Basic 1,171,336,373 1,253,873,429 1,194,497,722 1,252,783,140 Diluted 1,174,390,472 1,259,210,271 1,198,290,141 1,258,061,478 The accompanying notes are an integral part of these condensed consolidated financial statements. 4 Index for Notes to the Condensed Consolidated Financial Statements T-Mobile US, Inc. Condensed Consolidated Statements of Cash Flows (Unaudited) Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2023 2022 2023 2022 Operating activities Net income $ 2,142 $ 508 $ 6,303 $ 1,113 Adjustments to reconcile net income to net cash provided by operating activities Depreciation and amortization 3,187 3,313 9,500 10,389 Stock-based compensation expense 156 150 500 445 Deferred income tax expense (benefit) 671 ( 36 ) 1,985 73 Bad debt expense 228 239 663 760 Losses from sales of receivables 46 60 135 168 Impairment expense — — — 477 Loss on remeasurement of disposal group held for sale — 371 9 371 Changes in operating assets and liabilities Accounts receivable ( 1,046 ) ( 1,224 ) ( 3,828 ) ( 3,781 ) Equipment installment plan receivables 165 ( 77 ) 563 ( 801 ) Inventory ( 309 ) ( 7 ) 182 384 Operating lease right-of-use assets 886 1,113 2,823 4,275 Other current and long-term assets ( 135 ) ( 334 ) 77 ( 450 ) Accounts payable and accrued liabilities 208 342 ( 1,538 ) 319 Short- and long-term operating lease liabilities ( 692 ) ( 700 ) ( 2,884 ) ( 2,218 ) Other current and long-term liabilities ( 260 ) 550 ( 909 ) 587 Other, net 47 123 119 334 Net cash provided by operating activities 5,294 4,391 13,700 12,445 Investing activities Purchases of property and equipment, including capitalized interest of $( 66 ), $( 16 ), $( 94 ) and $( 44 ) ( 2,424 ) ( 3,634 ) ( 8,214 ) ( 10,587 ) Purchases of spectrum licenses and other intangible assets, including deposits ( 119 ) ( 360 ) ( 225 ) ( 3,319 ) Proceeds from sales of tower sites 2 — 10 — Proceeds related to beneficial interests in securitization transactions 1,131 1,308 3,785 3,614 Acquisition of companies, net of cash and restricted cash acquired — — — ( 52 ) Other, net 17 131 36 138 Net cash used in investing activities ( 1,393 ) ( 2,555 ) ( 4,608 ) ( 10,206 ) Financing activities Proceeds from issuance of long-term debt 1,983 2,972 8,446 2,972 Repayments of financing lease obligations ( 304 ) ( 311 ) ( 914 ) ( 901 ) Repayments of long-term debt ( 4,474 ) ( 132 ) ( 4,828 ) ( 3,145 ) Repurchases of common stock ( 2,681 ) ( 557 ) ( 10,891 ) ( 557 ) Tax withholdings on share-based awards ( 10 ) ( 10 ) ( 267 ) ( 225 ) Other, net ( 24 ) ( 35 ) ( 113 ) ( 97 ) Net cash (used in) provided by financing activities ( 5,510 ) 1,927 ( 8,567 ) ( 1,953 ) Change in cash and cash equivalents, including restricted cash and cash held for sale ( 1,609 ) 3,763 525 286 Cash and cash equivalents, including restricted cash and cash held for sale Beginning of period 6,808 3,226 4,674 6,703 End of period $ 5,199 $ 6,989 $ 5,199 $ 6,989 The accompanying notes are an integral part of these condensed consolidated financial statements. 5 Index for Notes to the Condensed Consolidated Financial Statements T-Mobile US, Inc. Condensed Consolidated Statement of Stockholders’ Equity (Unaudited) (in millions, except shares) Common Stock Outstanding Treasury Stock Outstanding Treasury Shares at Cost Par Value and Additional Paid-in Capital Accumulated Other Comprehensive Loss Retained Earnings (Accumulated Deficit) Total Stockholders' Equity Balance as of June 30, 2023 1,180,398,748 81,090,539 $ ( 11,392 ) $ 74,161 $ ( 957 ) $ 3,938 $ 65,750 Net income — — — — — 2,142 2,142 Dividends declared ($ 0.65 per share) — — — — — ( 745 ) ( 745 ) Other comprehensive income — — — — 8 — 8 Stock-based compensation — — — 169 — — 169 Stock issued for employee stock purchase plan 708,049 — — 84 — — 84 Issuance of vested restricted stock units 231,246 — — — — — — Shares withheld related to net share settlement of stock awards and stock options ( 76,318 ) — — ( 10 ) — — ( 10 ) Repurchases of common stock ( 19,313,159 ) 19,313,159 ( 2,702 ) — — — ( 2,702 ) Other, net 31,142 ( 7,641 ) 2 — — — 2 Balance as of September 30, 2023 1,161,979,708 100,396,057 $ ( 14,092 ) $ 74,404 $ ( 949 ) $ 5,335 $ 64,698 Balance as of December 31, 2022 1,233,960,078 22,916,449 $ ( 3,016 ) $ 73,941 $ ( 1,046 ) $ ( 223 ) $ 69,656 Net income — — — — — 6,303 6,303 Dividends declared ($ 0.65 per share) — — — — — ( 745 ) ( 745 ) Other comprehensive income — — — — 97 — 97 Stock-based compensation — — — 509 — — 509 Stock issued for employee stock purchase plan 1,771,475 — — 210 — — 210 Issuance of vested restricted stock units 5,397,316 — — — — — — Shares withheld related to net share settlement of stock awards and stock options ( 1,823,566 ) — — ( 267 ) — — ( 267 ) Repurchases of common stock ( 77,460,937 ) 77,460,937 ( 11,073 ) — — — ( 11,073 ) Other, net 135,342 18,671 ( 3 ) 11 — — 8 Balance as of September 30, 2023 1,161,979,708 100,396,057 $ ( 14,092 ) $ 74,404 $ ( 949 ) $ 5,335 $ 64,698 The accompanying notes are an integral part of these condensed consolidated financial statements. 6 Index for Notes to the Condensed Consolidated Financial Statements T-Mobile US, Inc. Condensed Consolidated Statement of Stockholders’ Equity (Unaudited) (in millions, except shares) Common Stock Outstanding Treasury Stock Outstanding Treasury Shares at Cost Par Value and Additional Paid-in Capital Accumulated Other Comprehensive Loss Accumulated Deficit Total Stockholders' Equity Balance as of June 30, 2022 1,254,010,072 1,564,549 $ ( 16 ) $ 73,552 $ ( 1,295 ) $ ( 2,207 ) $ 70,034 Net income — — — — — 508 508 Other comprehensive income — — — — 32 — 32 Stock-based compensation — — — 165 — — 165 Stock issued for employee stock purchase plan 802,361 — — 89 — — 89 Issuance of vested restricted stock units 219,301 — — — — — — Shares withheld related to net share settlement of stock awards and stock options ( 67,575 ) — — ( 10 ) — — ( 10 ) Repurchases of common stock ( 4,892,315 ) 4,892,315 ( 669 ) — — — ( 669 ) Other, net 32,582 ( 5,968 ) — 1 — — 1 Balance as of September 30, 2022 1,250,104,426 6,450,896 $ ( 685 ) $ 73,797 $ ( 1,263 ) $ ( 1,699 ) $ 70,150 Balance as of December 31, 2021 1,249,213,681 1,537,468 $ ( 13 ) $ 73,292 $ ( 1,365 ) $ ( 2,812 ) $ 69,102 Net income — — — — — 1,113 1,113 Other comprehensive income — — — — 102 — 102 Stock-based compensation — — — 490 — — 490 Stock issued for employee stock purchase plan 2,079,086 — — 227 — — 227 Issuance of vested restricted stock units 5,380,712 — — — — — — Shares withheld related to net share settlement of stock awards and stock options ( 1,772,442 ) — — ( 225 ) — — ( 225 ) Repurchases of common stock ( 4,892,315 ) 4,892,315 ( 669 ) — — — ( 669 ) Other, net 95,704 21,113 ( 3 ) 13 — — 10 Balance as of September 30, 2022 1,250,104,426 6,450,896 $ ( 685 ) $ 73,797 $ ( 1,263 ) $ ( 1,699 ) $ 70,150 The accompanying notes are an integral part of these condensed consolidated financial statements. 7 Index for Notes to the Condensed Consolidated Financial Statements T-Mobile US, Inc. Index for Notes to the Condensed Consolidated Financial Statements Note 1 Summary of Significant Accounting Policies 9 Note 2 Business Combination 10 Note 3 Receivables and Related Allowance for Credit Losses 10 Note 4 Sales of Certain Receivables 12 Note 5 Spectrum License Transactions 14 Note 6 Fair Value Measurements 15 Note 7 Debt 17 Note 8 Tower Obligations 19 Note 9 Revenue from Contracts with Customers 20 Note 10 S tock holder Return Prog r am s 22 Note 11 Wireline 22 Note 12 Earnings Per Share 23 Note 13 Commitments and Contingencies 24 Note 14 Restructuring Costs 27 Note 15 Additional Financial Information 29 Note 16 Subsequent Events 29 8 Index for Notes to the Condensed Consolidated Financial Statements T-Mobile US, Inc. Notes to the Condensed Consolidated Financial Statements Note 1 – Summary of Significant Accounting Policies Basis of Presentation The unaudited condensed consolidated financial statements of T-Mobile US, Inc. (“T-Mobile,” “we,” “our,” “us” or the “Company”) include all adjustments of a normal recurring nature necessary for the fair presentation of the results for the interim periods presented. The results for the interim periods are not necessarily indicative of those for the full year. The condensed consolidated financial statements should be read in conjunction with our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022. The condensed consolidated financial statements include the balances and results of operations of T-Mobile and our consolidated subsidiaries. We consolidate majority-owned subsidiaries over which we exercise control, as well as variable interest entities (“VIEs”) where we are deemed to be the primary beneficiary and VIEs which cannot be deconsolidated, such as those related to our obligations to pay for the management and operation of certain of our wireless communications tower sites. Intercompany transactions and balances have been eliminated in consolidation. The preparation of financial statements in conformity with United States (“U.S.”) generally accepted accounting principles (“GAAP”) requires our management to make estimates and assumptions that affect the financial statements and accompanying notes. Estimates are based on historical experience, where applicable, and other assumptions that management believes are reasonable under the circumstances. Estimates are inherently subject to judgment and actual results could differ from those estimates. On September 6, 2022, Sprint Communications LLC, a Kansas limited liability company and wholly owned subsidiary of the Company (“Sprint Communications”), Sprint LLC, a Delaware limited liability company and wholly owned subsidiary of the Company, and Cogent Infrastructure, Inc., a Delaware corporation (the “Buyer”) and wholly owned subsidiary of Cogent Communications Holdings, Inc., entered into a Membership Interest Purchase Agreement (the “Wireline Sale Agreement”), pursuant to which the Buyer agreed to acquire the U.S. long-haul fiber network and operations (including the non-U.S. extensions thereof) of Sprint Communications and its subsidiaries (the “Wireline Business”). Such transactions contemplated by the Wireline Sale Agreement are collectively referred to as the “Wireline Transaction.” On May 1, 2023, the Buyer and the Company completed the Wireline Transaction (the “Closing”). The assets and liabilities of the Wireline Business disposal group were classified as held for sale and presented within Other current assets and Other current liabilities on our Condensed Consolidated Balance Sheets as of December 31, 2022. The fair value of the Wireline Business disposal group, less costs to sell, was reassessed during each reporting period it remained classified as held for sale, and any remeasurement to the lower of carrying amount or fair value less costs to sell was reported as an adjustment included within Loss (gain) on disposal group held for sale on our Condensed Consolidated Statements of Comprehensive Income. Unless otherwise specified, the amounts and information presented as of December 31, 2022, in the Notes to the Condensed Consolidated Financial Statements include assets and liabilities that were classified as held for sale. Dividends On September 6, 2023, our Board of Directors authorized a stockholder return program of up to $ 19.0 billion that will run through December 31, 2024 (the “2023-2024 Stockholder Return Program”). The 2023-2024 Stockholder Return Program is expected to consist of additional repurchases of shares of our common stock and the payment of cash dividends. The amount available under the 2023-2024 Stockholder Return Program for share repurchases will be reduced by the amount of any cash dividends declared by us. Dividends declared are included as a reduction to Retained earnings on our Condensed Consolidated Balance Sheets. We recognize a liability for dividends declared but for which cash has not been paid in Other current liabilities on our Condensed Consolidated Balance Sheets. Dividend cash payments to stockholders will be included in Net cash (used in) provided by financing activities on our Condensed Consolidated Statements of Cash Flows. See Note 10 - Stockholder Return Programs for more information about our 2023-2024 Stockholder Return Program. 9 Index for Notes to the Condensed Consolidated Financial Statements Accounting Pronouncements Adopted During the Current Year Troubled Debt Restructurings and Vintage Disclosures In March 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-02, “Financial Instruments—Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures.” The standard eliminates the accounting guidance within ASC 310-40 for troubled debt restructurings by creditors while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty. Additionally, for public business entities, the standard requires disclosure of current-period gross write-offs by year of origination for financing receivables and net investments in leases within the scope of ASC 326-20. As of January 1, 2023, we have adopted this standard, and it was applied prospectively after this date. This standard did not have a material impact on our condensed consolidated financial statements as of and for the three and nine months ended September 30, 2023. Note 2 – Business Combination On March 9, 2023, we entered into a Merger and Unit Purchase Agreement for the acquisition of 100 % of the outstanding equity of Ka’ena Corporation and its subsidiaries including, among others, Mint Mobile LLC, for a maximum purchase price of $ 1.35 billion to be paid out 39 % in cash and 61 % in shares of T-Mobile common stock. The purchase price is variable dependent upon specified performance indicators of Ka’ena Corporation during certain periods before and after closing and consists of an upfront payment at closing of the transaction, subject to certain agreed-upon adjustments, and a variable earnout payable 24 months after closing of the transaction. Our estimate of the upfront payment is subject to Ka’ena Corporation’s underlying business performance and the timing of transaction close, and has been updated to $ 1.2 billion, before working capital adjustments. The acquisition is subject to certain customary closing conditions, including certain regulatory approvals, and is expected to close by the end of the first quarter of 2024. Note 3 – Receivables and Related Allowance for Credit Losses We maintain an allowance for credit losses by applying an expected credit loss model. Each period, management assesses the appropriateness of the level of allowance for credit losses by considering credit risk inherent within each portfolio segment as of the end of the period. We consider a receivable past due when a customer has not paid us by the contractually specified payment due date. Account balances are written off against the allowance for credit losses if collection efforts are unsuccessful and the receivable balance is deemed uncollectible (customer default), based on factors such as customer credit ratings as well as the length of time the amounts are past due. Our portfolio of receivables is comprised of two portfolio segments: accounts receivable and equipment installment plan (“EIP”) receivables. Accounts Receivable Portfolio Segment Accounts receivable balances are predominately comprised of amounts currently due from customers (e.g., for wireless communications services and monthly device lease payments), device insurance administrators, wholesale partners, non-consolidated affiliates, other carriers and third-party retail channels. We estimate credit losses associated with our accounts receivable portfolio segment using an expected credit loss model, which utilizes an aging schedule methodology based on historical information and adjusted for asset-specific considerations, current economic conditions and reasonable and supportable forecasts. Our approach considers a number of factors, including our overall historical credit losses and payment experience, as well as current collection trends such as write-off frequency and severity. We also consider other qualitative factors such as current and forecasted macroeconomic conditions. We consider the need to adjust our estimate of credit losses for reasonable and supportable forecasts of future macroeconomic conditions. To do so, we monitor external forecasts of changes in real U.S. gross domestic product and forecasts of consumer credit behavior for comparable credit exposures. We also periodically evaluate other macroeconomic indicators, such as unemployment rates, to assess their level of correlation with our historical credit loss statistics. 10 Index for Notes to the Condensed Consolidated Financial Statements EIP Receivables Portfolio Segment Based upon customer credit profiles at the time of customer origination, we classify the EIP receivables segment into two customer classes of “Prime” and “Subprime.” Prime customer receivables are those with lower credit risk and Subprime customer receivables are those with higher credit risk. Customers may be required to make a down payment on their equipment purchases if their assessed credit risk exceeds established underwriting thresholds. In addition, certain customers within the Subprime category may be required to pay a deposit. To determine a customer’s credit profile and assist in determining their credit class, we use a proprietary credit scoring model that measures the credit quality of a customer leveraging several factors, such as credit bureau information and consumer credit risk scores, as well as service and device plan characteristics. EIP receivables had a combined weighted-average effective interest rate of 9.9 % and 8.0 % as of September 30, 2023, and December 31, 2022, respectively. The following table summarizes the EIP receivables, including imputed discounts and related allowance for credit losses: (in millions) September 30, 2023 December 31, 2022 EIP receivables, gross $ 7,089 $ 8,480 Unamortized imputed discount ( 453 ) ( 483 ) EIP receivables, net of unamortized imputed discount 6,636 7,997 Allowance for credit losses ( 287 ) ( 328 ) EIP receivables, net of allowance for credit losses and imputed discount $ 6,349 $ 7,669 Classified on our condensed consolidated balance sheets as: Equipment installment plan receivables, net of allowance for credit losses and imputed discount $ 4,470 $ 5,123 Equipment installment plan receivables due after one year, net of allowance for credit losses and imputed discount 1,879 2,546 EIP receivables, net of allowance for credit losses and imputed discount $ 6,349 $ 7,669 Many of our loss estimation techniques rely on delinquency-based models; therefore, delinquency is an important indicator of credit quality in the establishment of our allowance for credit losses for EIP receivables. We manage our EIP receivables portfolio segment using delinquency and customer credit class as key credit quality indicators. The following table presents the amortized cost of our EIP receivables by delinquency status, customer credit class and year of origination as of September 30, 2023: Originated in 2023 Originated in 2022 Originated prior to 2022 Total EIP Receivables, Net of Unamortized Imputed Discounts (in millions) Prime Subprime Prime Subprime Prime Subprime Prime Subprime Total Current - 30 days past due $ 2,419 $ 1,355 $ 1,305 $ 896 $ 368 $ 175 $ 4,092 $ 2,426 $ 6,518 31 - 60 days past due 8 18 7 12 2 2 17 32 49 61 - 90 days past due 5 12 5 10 1 1 11 23 34 More than 90 days past due 5 9 5 11 2 3 12 23 35 EIP receivables, net of unamortized imputed discount $ 2,437 $ 1,394 $ 1,322 $ 929 $ 373 $ 181 $ 4,132 $ 2,504 $ 6,636 We estimate credit losses on our EIP receivables segment by applying an expected credit loss model, which relies on historical loss data adjusted for current conditions to calculate default probabilities or an estimate for the frequency of customer default. Our assessment of default probabilities or frequency includes receivables delinquency status, historical loss experience, how long the receivables have been outstanding and customer credit ratings, as well as customer tenure. We multiply these estimated default probabilities by our estimated loss given default, which is the estimated amount of default or the severity of loss. As we do for our accounts receivable portfolio segment, we consider the need to adjust our estimate of credit losses on EIP receivables for reasonable and supportable forecasts of economic conditions through monitoring external forecasts and periodic internal statistical analyses. 11 Index for Notes to the Condensed Consolidated Financial Statements The following table presents write-offs of our EIP receivables by year of origination for the nine months ended September 30, 2023: (in millions) Originated in 2023 Originated in 2022 Originated prior to 2022 Total Write-offs Write-offs $ 84 $ 243 $ 54 $ 381 Activity for the nine months ended September 30, 2023 and 2022, in the allowance for credit losses and unamortized imputed discount balances for the accounts receivable and EIP receivables segments were as follows: September 30, 2023 September 30, 2022 (in millions) Accounts Receivable Allowance EIP Receivables Allowance Total Accounts Receivable Allowance EIP Receivables Allowance Total Allowance for credit losses and imputed discount, beginning of period $ 167 $ 811 $ 978 $ 146 $ 630 $ 776 Bad debt expense 322 341 663 305 455 760 Write-offs ( 323 ) ( 381 ) ( 704 ) ( 290 ) ( 375 ) ( 665 ) Change in imputed discount on short-term and long-term EIP receivables N/A 120 120 N/A 146 146 Impact on the imputed discount from sales of EIP receivables N/A ( 151 ) ( 151 ) N/A ( 107 ) ( 107 ) Allowance for credit losses and imputed discount, end of period $ 166 $ 740 $ 906 $ 161 $ 749 $ 910 Off-Balance-Sheet Credit Exposures We do not have material off-balance-sheet credit exposures as of September 30, 2023. In connection with the sales of certain service accounts receivable and EIP receivables pursuant to the sale arrangements, we have deferred purchase price assets included on our Condensed Consolidated Balance Sheets measured at fair value that are based on a discounted cash flow model using Level 3 inputs, including customer default rates and credit worthiness, dilutions and recoveries. See Note 4 – Sales of Certain Receivables for further information. Note 4 – Sales of Certain Receivables We regularly enter into transactions to sell certain service accounts receivable and EIP receivables. The transactions, including our continuing involvement with the sold receivables and the respective impacts to our condensed consolidated financial statements, are described below. Sales of EIP Receivables Overview of the Transaction In 2015, we entered into an arrangement to sell certain EIP receivables on a revolving basis (the “EIP sale arrangement”), which has been revised and extended from time to time. As of both September 30, 2023, and December 31, 2022, the EIP sale arrangement provided funding of $ 1.3 billion. In connection with this EIP sale arrangement, we formed a wholly owned subsidiary, which qualifies as a bankruptcy remote entity (the “EIP BRE”). We consolidate the EIP BRE under the VIE model. The following table summarizes the carrying amounts and classification of assets, which consist primarily of the deferred purchase price, included on our Condensed Consolidated Balance Sheets with respect to the EIP BRE: (in millions) September 30, 2023 December 31, 2022 Other current assets $ 368 $ 344 Other assets 114 136 12 Index for Notes to the Condensed Consolidated Financial Statements Sales of Service Accounts Receivable Overview of the Transaction In 2014, we entered into an arrangement to sell certain service accounts receivable on a revolving basis (the “service receivable sale arrangement”). On February 28, 2023, we extended the scheduled expiration date of the service receivable sale arrangement to February 27, 2024. As of both September 30, 2023, and December 31, 2022, the service receivable sale arrangement provided funding of $ 775 million. In connection with the service receivable sale arrangement, we formed a wholly owned subsidiary, which qualifies as a bankruptcy remote entity, to sell service accounts receivable (the “Service BRE”). We consolidate the Service BRE under the VIE model. The following table summarizes the carrying amounts and classification of assets, which consist primarily of the deferred purchase price, and liabilities included on our Condensed Consolidated Balance Sheets with respect to the Service BRE: (in millions) September 30, 2023 December 31, 2022 Other current assets $ 210 $ 214 Other current liabilities 355 389 Sales of Receivables The following table summarizes the impact of the sale of certain service accounts receivable and EIP receivables on our Condensed Consolidated Balance Sheets: (in millions) September 30, 2023 December 31, 2022 Derecognized net service accounts receivable and EIP receivables $ 2,426 $ 2,410 Other current assets 578 558 of which, deferred purchase price 576 556 Other long-term assets 114 136 of which, deferred purchase price 114 136 Other current liabilities 355 389 Net cash proceeds since inception 1,604 1,697 Of which: Change in net cash proceeds during the year-to-date period ( 93 ) ( 57 ) Net cash proceeds funded by reinvested collections 1,697 1,754 At inception, we elected to measure the deferred purchase price at fair value with changes in fair value included in Selling, general and administrative expenses on our Condensed Consolidated Statements of Comprehensive Income. The fair value of the deferred purchase price is determined based on a discounted cash flow model which uses primarily Level 3 inputs, including estimated customer default rates. As of September 30, 2023, and December 31, 2022, our deferred purchase price related to the sales of service accounts receivable and EIP receivables was $ 690 million and $ 692 million, respectively. We recognized losses from sales of receivables, including changes in fair value of the deferred purchase price, of $ 46 million and $ 60 million for the three months ended September 30, 2023 and 2022, respectively, and $ 135 million and $ 168 million for the nine months ended September 30, 2023 and 2022, respectively, in Selling, general and administrative expenses on our Condensed Consolidated Statements of Comprehensive Income. Continuing Involvement Pursuant to the sale arrangements described above, we have continuing involvement with the service accounts receivable and EIP receivables we sell as we service the receivables, are required to repurchase certain receivables, including ineligible receivables, aged receivables and receivables where a write-off is imminent, and may be responsible for absorbing credit losses through reduced collections on our deferred purchase price assets. We continue to service the customers and their related receivables, including facilitating customer payment collection, in exchange for a monthly servicing fee. As the receivables are sold on a revolving basis, the customer payment collections on sold receivables may be reinvested in new receivable sales. At 13 Index for Notes to the Condensed Consolidated Financial Statements the direction of the purchasers of the sold receivables, we apply the same policies and procedures while servicing the sold receivables as we apply to our owned receivables, and we continue to maintain normal relationships with our customers. Note 5 – Spectrum License Transactions The following table summarizes our spectrum license activity for the nine months ended September 30, 2023: (in millions) 2023 Spectrum licenses, beginning of year $ 95,798 Spectrum license acquisitions 85 Spectrum licenses transferred to held for sale ( 2 ) Costs to clear spectrum (1) 808 Spectrum licenses, end of period $ 96,689 (1) As of September 30, 2023, $ 767 million is included in Other current liabilities on our Condensed Consolidated Balance Sheets related to accrued spectrum clearing costs. Cash payments to acquire spectrum licenses and payments for costs to clear spectrum are included in Purchases of spectrum licenses and other intangible assets, including deposits, on our Condensed Consolidated Statements of Cash Flows for the three and nine months ended September 30, 2023. Spectrum Transactions In September 2022, the Federal Communications Commission (“FCC”) announced that we were the winning bidder of 7,156 licenses in Auction 108 (2.5 GHz spectrum) for an aggregate price of $ 304 million. At inception of Auction 108 in June 2022, we deposited $ 65 million. We paid the FCC the remaining $ 239 million for the licenses won in the auction in September 2022. The aggregate cash payments made to the FCC are included in Other assets on our Condensed Consolidated Balance Sheets as of September 30, 2023, and will remain there until the corresponding licenses are received. The timing of when the licenses will be issued will be determined by the FCC after all post-auction procedures have been completed, and the FCC Chairwoman has stated that it is subject to the restoration of auction authority to the FCC by Congress. As of September 30, 2023, the activities that are necessary to get the 3.45 GHz and 2.5 GHz spectrum, acquired pursuant to FCC Auctions 110 and 108, ready for its intended use have not begun; as such, capitalization of the interest associated with the costs of deploying these spectrum licenses has not begun. During the three months ended September 30, 2023, we began capitalizing interest on the costs of our C-band spectrum licenses, acquired pursuant to FCC Auction 107, as we have begun development activities necessary to prepare the spectrum for its intended use. License Purchase Agreements DISH Network Corporation On July 1, 2020, we and DISH Network Corporation (“DISH”) entered into a license purchase agreement (the “DISH License Purchase Agreement”) pursuant to which DISH agreed to purchase certain 800 MHz spectrum licenses for a total of approximately $ 3.6 billion. The closing of the sale of spectrum under the DISH License Purchase Agreement remains subject to FCC approval. Subsequent to September 30, 2023, on October 15, 2023, we and DISH entered into an amendment (the “LPA Amendment”) to the DISH License Purchase Agreement pursuant to which, among other things, the parties agreed that (1) DISH will pay us a $ 100 million non-refundable extension fee (in lieu of the approximately $ 72 million termination fee that had previously been agreed to), (2) the closing for the purchase of the spectrum licenses by DISH will occur no later than April 1, 2024, (3) if DISH has not purchased the spectrum licenses by such date for any reason (including failure to receive the required FCC approval prior to such date), then the DISH License Purchase Agreement will automatically terminate, and we will retain the $ 100 million extension fee, (4) if DISH does purchase the spectrum by April 1, 2024, the $ 100 million extension fee will be credited against the $ 3.6 billion purchase price, and (5) permits us to commence auction of the spectrum prior to April 1, 2024 at our discretion (and subject to DISH’s purchase right). The LPA Amendment was approved by the Court and became effective on October 23, 2023. If DISH does not, by April 1, 2024, purchase the 800 MHz spectrum licenses, we are required, unless otherwise approved under the final judgment 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, to offer the licenses for sale through an auction. If the specified minimum price of $ 3.6 billion is not met in the auction, we would be relieved of the obligation to sell the licenses. 14 Index for Notes to the Condensed Consolidated Financial Statements Channel 51 License Co LLC and LB License Co, LLC On August 8, 2022, we, Channel 51 License Co LLC and LB License Co, LLC (together with Channel 51 License Co LLC, the “Sellers”) entered into License Purchase Agreements pursuant to which we will acquire spectrum in the 600 MHz band from the Sellers in exchange for total cash consideration of $ 3.5 billion. The licenses will be acquired without any associated networks and are currently being utilized by us through exclusive leasing arrangements with the Sellers. On March 30, 2023, we and the Sellers entered into Amended and Restated License Purchase Agreements pursuant to which we and the Sellers agreed to separate the transaction into two tranches of licenses, with the closings on the acquisitions of certain licenses in Chicago, Dallas and New Orleans being deferred in order to potentially expedite the regulatory approval process for the remainder of the licenses. Subsequently, on August 25, 2023, we and the Sellers entered into Amendments No. 1 to the Amended and Restated License Purchase Agreements, which deferred the closings of certain additional licenses in Chicago and Dallas into the second closing tranche. Together, the licenses with closings deferred into the second closing tranche represent $ 1.1 billion of the aggregate $ 3.5 billion cash consideration. The licenses being acquired by us, and the total consideration being paid for the licenses, remains the same under the original License Purchase Agreements and subsequent amendments. We anticipate that the first closing will occur no earlier than the first half of 2024 and that the second closing (on the deferred licenses) will occur in late 2024 or early 2025. The parties have agreed that each of the closings will occur within 180 days after the receipt of the applicable required regulatory approvals, and payment of each portion of the aggregate $ 3.5 billion purchase price will occur no later than 40 days after the date of each respective closing. Comcast Corporation On September 12, 2023, we entered into a License Purchase Agreement with Comcast Corporation and its affiliate, Comcast OTR1, LLC (together with Comcast Corporation, “Comcast”), pursuant to which we will acquire spectrum in the 600 MHz band from Comcast in exchange for total cash consideration of between $ 1.2 billion and $ 3.3 billion, subject to an application for FCC approval. The licenses will be acquired without any associated networks. We anticipate the closing will occur in the first half of 2028. The final purchase price will be determined, in the aggregate and on a per license basis, based on the set of licenses subject to the License Purchase Agreement at the time the parties make required transfer filings with the FCC. Prior to the time of such filings, Comcast has the right to remove any or all of a certain specified subset of the licenses, totaling $ 2.1 billion (the “Optional Sale Licenses”), from the License Purchase Agreement. The removal of any Optional Sale Licenses would reduce the final purchase price by the assigned value of each such license, from the maximum purchase price of $ 3.3 billion. The licenses are subject to an exclusive leasing arrangement between us and Comcast entered into contemporaneously with the License Purchase Agreement. If Comcast elects to remove an Optional Sale License from the License Purchase Agreement, the associated lease for such Optional Sale License will terminate, but no sooner than two years from the date of the License Purchase Agreement (with us having a minimum period of time after any such termination to cease transmitting on such license’s associated spectrum). Note 6 – Fair Value Measurements The carrying values of Cash and cash equivalents, Accounts receivable and Accounts payable and accrued liabilities approximate fair value due to the short-term maturities of these instruments. The carrying values of EIP receivables approximate fair value as the receivables are recorded at their present value using an imputed interest rate. Derivative Financial Instruments Periodically, we use derivatives to manage exposure to market risk, such as interest rate risk. We designate certain derivatives as hedging instruments in a qualifying hedge accounting relationship to help minimize significant, unplanned fluctuations in cash flows or fair values caused by designated market risks, such as interest rate volatility. We do not use derivatives for trading or speculative purposes. 15 Index for Notes to the Condensed Consolidated Financial Statements Cash flows associated with qualifying hedge derivative instruments are presented in the same category on our Condensed Consolidated Statements of Cash Flows as the item being hedged. For fair value hedges, the change in the fair value of the derivative instruments is recognized in earnings through the same income statement line item as the change in the fair value of the hedged item. For cash flow hedges, the change in the fair value of the derivative instruments is reported in Other comprehensive income and recognized in earnings when the hedged item is recognized in earnings, again, through the same income statement line item. We did not have any significant derivative instruments outstanding as of September 30, 2023, or December 31, 2022. Interest Rate Lock Derivatives In April 2020, we terminated our interest rate lock derivatives entered into in October 2018. Aggregate changes in the fair value of the interest rate lock derivatives, net of tax and amortization, of $ 1.2 billion and $ 1.3 billion are presented in Accumulated other comprehensive loss on our Condensed Consolidated Balance Sheets as of September 30, 2023, and December 31, 2022, respectively. For the three months ended September 30, 2023 and 2022, $ 55 million and $ 51 million, respectively, and for the nine months ended September 30, 2023 and 2022, $ 163 million and $ 151 million, respectively, were amortized from Accumulated other comprehensive loss into Interest expense, net, on our Condensed Consolidated Statements of Comprehensive Income. We expect to amortize $ 232 million of the Accumulated other comprehensive loss associated with the derivatives into Interest expense, net, over the 12 months ending September 30, 2024. Deferred Purchase Price Assets In connection with the sales of certain service and EIP accounts receivable pursuant to the sale arrangements, we have deferred purchase price assets measured at fair value that are based on a discounted cash flow model using unobservable Level 3 inputs, including customer default rates. See Note 4 – Sales of Certain Receivables for further information. The carrying amounts of our deferred purchase price assets, which are measured at fair value on a recurring basis and are included on our Condensed Consolidated Balance Sheets, were $ 690 million and $ 692 million as of September 30, 2023, and December 31, 2022, respectively. Debt The fair value of our Senior Notes and spectrum-backed Senior Secured Notes to third parties was determined based on quoted market prices in active markets, and therefore were classified as Level 1 within the fair value hierarchy. The fair value of our Senior Notes to affiliates was determined based on a discounted cash flow approach using market interest rates of instruments with similar terms and maturities and an estimate for our standalone credit risk. Accordingly, our Senior Notes to affiliates were classified as Level 2 within the fair value hierarchy. The fair value of our asset-backed notes (“ABS Notes”) was primarily based on quoted prices in inactive markets for identical instruments and observable changes in market interest rates, both of which are Level 2 inputs. Accordingly, our ABS Notes were classified as Level 2 within the fair value hierarchy. Although we have determined the estimated fair values using available market information and commonly accepted valuation methodologies, considerable judgment was required in interpreting market data to develop fair value estimates for the Senior Notes to affiliates and ABS Notes. The fair value estimates were based on information available as of September 30, 2023, and December 31, 2022. As such, our estimates are not necessarily indicative of the amount we could realize in a current market exchange. 16 Index for Notes to the Condensed Consolidated Financial Statements The carrying amounts and fair values of our short-term and long-term debt included on our Condensed Consolidated Balance Sheets were as follows: (in millions) Level within the Fair Value Hierarchy September 30, 2023 December 31, 2022 Carrying Amount Fair Value Carrying Amount (1) Fair Value (1) Liabilities: Senior Notes to third parties 1 $ 70,542 $ 61,198 $ 66,582 $ 59,011 Senior Notes to affiliates 2 1,496 1,439 1,495 1,460 Senior Secured Notes to third parties 1 2,513 2,407 3,117 2,984 ABS Notes to third parties 2 747 739 746 744 (1) Excludes $ 20 million as of December 31, 2022, in other financial liabilities as the carrying values approximate fair value, primarily due to the short-term maturities of these instruments. Note 7 – Debt The following table sets forth the debt balances and activity as of, and for the nine months ended, September 30, 2023 : (in millions) December 31, 2022 Proceeds from Issuances and Borrowings (1) Note Redemptions (1) Repayments Reclassifications (1) Other (2) September 30, 2023 Short-term debt $ 5,164 $ — $ ( 4,250 ) $ ( 578 ) $ 3,236 $ ( 135 ) $ 3,437 Long-term debt 65,301 8,446 — — ( 3,236 ) ( 146 ) 70,365 Total debt to third parties 70,465 8,446 ( 4,250 ) ( 578 ) — ( 281 ) 73,802 Long-term debt to affiliates 1,495 — — — — 1 1,496 Total debt $ 71,960 $ 8,446 $ ( 4,250 ) $ ( 578 ) $ — $ ( 280 ) $ 75,298 (1) Issuances and borrowings, note redemptions and reclassifications are recorded net of accrued or paid issuance costs, discounts and premiums. (2) Other includes the amortization of premiums, discounts, debt issuance costs and consent fees. Our effective interest rate, excluding the impact of derivatives and capitalized interest, was approximately 4.0 % and 3.8 % on weighted-average debt outstanding of $ 77.2 billion and $ 71.6 billion for the three months ended September 30, 2023 and 2022, respectively, and 4.0 % and 3.9 % on weighted-average debt outstanding of $ 75.5 billion and $ 72.4 billion for the nine months ended September 30, 2023 and 2022, respectively. The weighted-average debt outstanding was calculated by applying an average of the monthly ending balances of total short-term and long-term debt to third parties and short-term and long-term debt to affiliates, net of unamortized premiums, discounts, debt issuance costs and consent fees. Issuances and Borrowings During the nine months ended September 30, 2023, we issued the following Senior Notes: (in millions) Principal Issuances Premiums/Discounts and Issuance Costs, Net Net Proceeds from Issuance of Long-Term Debt Issue Date 4.950 % Senior Notes due 2028 $ 1,000 $ ( 6 ) $ 994 February 9, 2023 5.050 % Senior Notes due 2033 1,250 ( 9 ) 1,241 February 9, 2023 5.650 % Senior Notes due 2053 750 26 776 February 9, 2023 4.800 % Senior Notes due 2028 900 ( 5 ) 895 May 11, 2023 5.050 % Senior Notes due 2033 1,350 ( 28 ) 1,322 May 11, 2023 5.750 % Senior Notes due 2054 1,250 ( 16 ) 1,234 May 11, 2023 5.750 % Senior Notes due 2034 1,000 ( 6 ) 994 September 14, 2023 6.000 % Senior Notes due 2054 1,000 ( 10 ) 990 September 14, 2023 Total of Senior Notes issued $ 8,500 $ ( 54 ) $ 8,446 17 Index for Notes to the Condensed Consolidated Financial Statements Note Redemptions and Repayments During the nine months ended September 30, 2023, we made the following redemption and repayments: (in millions) Principal Amount Repayment Date 7.875 % Senior Notes due 2023 $ 4,250 September 15, 2023 Total Redemptions $ 4,250 4.738 % Secured Series 2018-1 A-1 Notes due 2025 $ 394 Various 5.152 % Series 2018-1 A-2 Notes due 2028 184 Various Total Repayments $ 578 Asset-backed Notes Our ABS Notes are secured by $ 983 million of gross EIP receivables and future collections on such receivables. The ABS Notes issued and the assets securing this debt are included on our Condensed Consolidated Balance Sheets. The expected maturities of our ABS Notes are as follows: Expected Maturities (in millions) 2024 2025 4.910 % Class A Senior ABS Notes due 2028 $ 198 $ 552 Variable Interest Entities In connection with issuing the ABS Notes in October 2022, we formed a wholly owned subsidiary, which qualifies as a bankruptcy remote entity (the “ABS BRE”), and a trust (the “ABS Trust” and together with the ABS BRE, the “ABS Entities”), in which the ABS BRE holds a residual interest. The ABS Entities meet the definition of a VIE for which we have determined that we are the primary beneficiary as we have the power to direct the activities of the ABS Entities that most significantly impact their performance. Accordingly, we include the balances and results of operations of the ABS Entities in our condensed consolidated financial statements. The following table summarizes the carrying amounts and classification of assets and liabilities included in our Condensed Consolidated Balance Sheets with respect to the ABS Entities: (in millions) September 30, 2023 December 31, 2022 Assets Equipment installment plan receivables, net $ 767 $ 652 Equipment installment plan receivables due after one year, net 151 281 Other current assets 94 73 Liabilities Accounts payable and accrued liabilities $ 1 $ 1 Long-term debt 747 746 See Note 3 – Receivables and Related Allowance for Credit Losses for additional information on the EIP receivables used to secure the ABS Notes. Restricted Cash Certain provisions of our debt agreements require us to maintain specified cash collateral balances. Amounts associated with these balances are considered to be restricted cash. See Note 15 - Additional Financial Information for our reconciliation of Cash and cash equivalents, including restricted cash and cash held for sale. Commercial Paper On July 25, 2023, we established an unsecured short-term commercial paper program with the ability to borrow up to $ 2.0 billion from time to time. This program supplements our other available external financing arrangements, and proceeds are expected to be used for general corporate purposes. As of September 30, 2023, there was no outstanding balance under this program. 18 Index for Notes to the Condensed Consolidated Financial Statements Note 8 – Tower Obligations Existing CCI Tower Lease Arrangements In 2012, we conveyed to Crown Castle International Corp. (“CCI”) the exclusive right to manage and operate approximately 6,200 tower sites (“CCI Lease Sites”) via a master prepaid lease with site lease terms ranging from 23 to 37 years. CCI has fixed-price purchase options for the CCI Lease Sites totaling approximately $ 2.0 billion, exercisable annually on a per-tranche basis at the end of the lease term during the period from December 31, 2035, through December 31, 2049. If CCI exercises its purchase option for any tranche, it must purchase all the towers in the tranche. We lease back a portion of the space at certain tower sites. Assets and liabilities associated with the operation of the tower sites were transferred to special purpose entities (“SPEs”). Assets included ground lease agreements or deeds for the land on which the towers are situated, the towers themselves and existing subleasing agreements with other mobile network operator tenants that lease space at the tower sites. Liabilities included the obligation to pay ground lease rentals, property taxes and other executory costs. We determined the SPEs containing the CCI Lease Sites (“Lease Site SPEs”) are VIEs as they lack sufficient equity to finance their activities. We have a variable interest in the Lease Site SPEs but are not the primary beneficiary as we lack the power to direct the activities that most significantly impact the Lease Site SPEs’ economic performance. These activities include managing tenants and underlying ground leases, performing repair and maintenance on the towers, the obligation to absorb expected losses and the right to receive the expected future residual returns from the purchase option to acquire the CCI Lease Sites. As we determined that we are not the primary beneficiary and do not have a controlling financial interest in the Lease Site SPEs, the Lease Site SPEs are not included on our condensed consolidated financial statements. However, we also considered if this arrangement resulted in the sale of the CCI Lease Sites for which we would derecognize the tower assets. By assessing whether control had transferred, we concluded that transfer of control criteria, as discussed in the revenue standard, were not met. Accordingly, we recorded this arrangement as a financing whereby we recorded debt, a financial obligation, and the CCI Lease Sites tower assets remained on our Condensed Consolidated Balance Sheets. We recorded long-term financial obligations in the amount of the net proceeds received and recognize interest on the tower obligations. The tower obligations are increased by interest expense and amortized through contractual leaseback payments made by us to CCI and through net cash flows generated and retained by CCI from the operation of the tower sites. Acquired CCI Tower Lease Arrangements Prior to our merger (the “Merger”) with Sprint, Sprint entered into a lease-out and leaseback arrangement with Global Signal Inc., a third party that was subsequently acquired by CCI, that conveyed to CCI the exclusive right to manage and operate approximately 6,400 tower sites (“Master Lease Sites”) via a master prepaid lease. These agreements were assumed upon the close of the Merger, at which point the remaining term of the lease-out was approximately 17 years with no renewal options. CCI has a fixed price purchase option for all (but not less than all) of the leased or subleased sites for approximately $ 2.3 billion, exercisable one year prior to the expiration of the agreement and ending 120 days prior to the expiration of the agreement. We lease back a portion of the space at certain tower sites. We considered if this arrangement resulted in the sale of the Master Lease Sites for which we would derecognize the tower assets. By assessing whether control had transferred, we concluded that transfer of control criteria, as discussed in the revenue standard, were not met. Accordingly, we recorded this arrangement as a financing whereby we recorded debt, a financial obligation, and the Master Lease Sites tower assets remained on our Condensed Consolidated Balance Sheets. As of the closing date of the Merger, we recognized Property and equipment with a fair value of $ 2.8 billion and tower obligations related to amounts owed to CCI under the leaseback of $ 1.1 billion. Additionally, we recognized $ 1.7 billion in Other long-term liabilities associated with contract terms that are unfavorable to current market rates, which include unfavorable terms associated with the fixed-price purchase option in 2037. We recognize interest expense on the tower obligations. The tower obligations are increased by the interest expense and amortized through contractual leaseback payments made by us to CCI. The tower assets are reported in Property and equipment, net on our Condensed Consolidated Balance Sheets and are depreciated to their estimated residual values over the expected useful life of the towers, which is 20 years. 19 Index for Notes to the Condensed Consolidated Financial Statements Leaseback Arrangement On January 3, 2022, we entered into an agreement (the “Crown Agreement”) with CCI. The Crown Agreement extends the current term of the leasebacks by up to 12 years and modifies the leaseback payments for both the Existing CCI Tower Lease Arrangement and the Acquired CCI Tower Lease Arrangement. As a result of the Crown Agreement, there was an increase in our financing obligation as of the effective date of the Crown Agreement of approximately $ 1.2 billion, with a corresponding decrease to Other long-term liabilities associated with unfavorable contract terms. The modification resulted in a revised interest rate under the effective interest method for the tower obligations: 11.6 % for the Existing CCI Tower Lease Arrangement and 5.3 % for the Acquired CCI Tower Lease Arrangement. There were no changes made to either of our master prepaid leases with CCI. The following table summarizes the balances associated with both of the tower arrangements on our Condensed Consolidated Balance Sheets: (in millions) September 30, 2023 December 31, 2022 Property and equipment, net $ 2,259 $ 2,379 Tower obligations 3,819 3,934 Other long-term liabilities 554 554 Future minimum payments related to the tower obligations are approximately $ 432 million for the 12-month period ending September 30, 2024, $ 780 million in total for both of the 12-month periods ending September 30, 2025 and 2026, $ 804 million in total for both of the 12-month periods ending September 30, 2027 and 2028, and $ 4.2 billion in total thereafter. We are contingently liable for future ground lease payments through the remaining term of the CCI Lease Sites and the Master Lease Sites. These contingent obligations are not included in Operating lease liabilities as any amount due is contractually owed by CCI based on the subleasing arrangement. Under the arrangement, we remain primarily liable for ground lease payments on approximately 900 sites and have included lease liabilities of $ 244 million in our Operating lease liabilities as of September 30, 2023. Note 9 – Revenue from Contracts with Customers Disaggregation of Revenue We provide wireless communications services to three primary categories of customers: • Postpaid customers generally include customers who are qualified to pay after receiving wireless communications services utilizing phones, High Speed Internet, mobile internet devices, including tablets and hotspots, wearables, DIGITS or other connected devices, including SyncUP and IoT; • Prepaid customers generally include customers who pay for wireless communications services in advance; and • Wholesale customers include Machine-to-Machine and Mobile Virtual Network Operator customers that operate on our network but are managed by wholesale partners. Postpaid service revenues, including postpaid phone revenues and postpaid other revenues, were as follows: Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2023 2022 2023 2022 Postpaid service revenues Postpaid phone revenues $ 10,942 $ 10,481 $ 32,393 $ 31,119 Postpaid other revenues 1,346 1,067 3,827 3,075 Total postpaid service revenues $ 12,288 $ 11,548 $ 36,220 $ 34,194 We operate as a single operating segment. The balances presented in each revenue line item on our Condensed Consolidated Statements of Comprehensive Income represent categories of revenue from contracts with customers disaggregated by type of product and service. Postpaid and prepaid service revenues also include revenues earned for providing premium services to customers, such as device insurance services. Revenue generated from the lease of mobile communication devices is included in Equipment revenues on our Condensed Consolidated Statements of Comprehensive Income. 20 Index for Notes to the Condensed Consolidated Financial Statements Contract Balances The contract asset and contract liability balances from contracts with customers as of September 30, 2023, and December 31, 2022, were as follows: (in millions) Contract Assets Contract Liabilities Balance as of December 31, 2022 $ 534 $ 748 Balance as of September 30, 2023 617 814 Change $ 83 $ 66 Contract assets primarily represent revenue recognized for equipment sales with promotional bill credits offered to customers that are paid over time and are contingent on the customer maintaining a service contract. Contract asset balances increased primarily due to an increase in promotions with an extended service contract, partially offset by billings on existing contracts and impairment, which is recognized as bad debt expense. The current portion of our contract assets of approximately $ 490 million and $ 356 million as of September 30, 2023, and December 31, 2022, respectively, was included in Other current assets on our Condensed Consolidated Balance Sheets. Contract liabilities are recorded when fees are collected, or we have an unconditional right to consideration (a receivable) in advance of delivery of goods or services. Changes in contract liabilities are primarily related to the activity of prepaid customers. Contract liabilities are primarily included in Deferred revenue on our Condensed Consolidated Balance Sheets. Revenues for the three and nine months ended September 30, 2023 and 2022 include the following: Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2023 2022 2023 2022 Amounts included in the beginning of year contract liability balance $ 24 $ 17 $ 730 $ 702 Remaining Performance Obligations As of September 30, 2023, the aggregate amount of transaction price allocated to remaining service performance obligations for postpaid contracts with subsidized devices and promotional bill credits that result in an extended service contract is $ 1.5 billion. We expect to recognize revenue as the service is provided on these postpaid contracts over an extended contract term of 24 months from the time of origination. Information about remaining performance obligations that are part of a contract that has an original expected duration of one year or less has been excluded from the above, which primarily consists of monthly service contracts. Certain of our wholesale, roaming and service contracts include variable consideration based on usage and performance. This variable consideration has been excluded from the disclosure of remaining performance obligations. As of September 30, 2023, the aggregate amount of the contractual minimum consideration for wholesale, roaming and service contracts is $ 395 million, $ 2.0 billion and $ 4.2 billion for 2023, 2024, and 2025 and beyond, respectively. These contracts have a remaining duration ranging from less than one year to eight years . Contract Costs The balance of deferred incremental costs to obtain contracts with customers was $ 2.1 billion and $ 1.9 billion as of September 30, 2023, and December 31, 2022, respectively, and is included in Other assets on our Condensed Consolidated Balance Sheets. Deferred contract costs incurred to obtain postpaid service contracts are amortized over a period of 24 months. The amortization period is monitored to reflect any significant change in assumptions. Amortization of deferred contract costs included in Selling, general and administrative expenses on our Condensed Consolidated Statements of Comprehensive Income were $ 468 million and $ 375 million for the three months ended September 30, 2023 and 2022, respectively, and $ 1.3 billion and $ 1.1 billion for the nine months ended September 30, 2023 and 2022, respectively. The deferred contract cost asset is assessed for impairment on a periodic basis. There were no impairment losses recognized on deferred contract cost assets for the three and nine months ended September 30, 2023 and 2022. 21 Index for Notes to the Condensed Consolidated Financial Statements Note 10 – Stockholder Return Programs 2022 Stock Repurchase Program On September 8, 2022, our Board of Directors authorized our 2022 Stock Repurchase Program for up to $ 14.0 billion of our common stock through September 30, 2023 (the “2022 Stock Repurchase Program”). During the three months ended September 30, 2023, we repurchased 19,313,159 shares of our common stock at an average price per share of $ 138.48 for a total purchase price of $ 2.7 billion, and during the nine months ended September 30, 2023, we repurchased 77,460,937 shares of our common stock at an average price per share of $ 141.57 for a total purchase price of $ 11.0 billion, all of which were purchased under the 2022 Stock Repurchase Program. All shares purchased during the nine months ended September 30, 2023, were purchased at market price. 2023-2024 Stockholder Return Program On September 6, 2023, our Board of Directors authorized our 2023-2024 Stockholder Return Program of up to $ 19.0 billion that will run through December 31, 2024. The 2023-2024 Stockholder Return Program is expected to consist of additional repurchases of shares of our common stock and the payment of cash dividends. The amount available under the 2023-2024 Stockholder Return Program for share repurchases will be reduced by the amount of any cash dividends declared by us. Under the 2023-2024 Stockholder Return Program, share repurchases can be made from time to time using a variety of methods, which may include open market purchases, Rule 10b5-1 plans, accelerated share repurchases, privately negotiated transactions or otherwise, all in accordance with the rules of the Securities and Exchange Commission and other applicable legal requirements. The specific timing and amount of any share repurchases, and the specific timing and amount of any dividend payments, under the 2023-2024 Stockholder Return Program will depend on prevailing share prices, general economic and market conditions, Company performance, and other considerations. In addition, the specific timing and amount of any dividend payments are subject to being declared on future dates by our Board of Directors in its sole discretion. The 2023-2024 Stockholder Return Program does not obligate us to acquire any particular amount of common stock or to declare and pay any particular amount of dividends, and the 2023-2024 Stockholder Return Program may be suspended or discontinued at any time at our discretion. On September 25, 2023, our Board of Directors declared a cash dividend of $ 0.65 per share on our issued and outstanding common stock, which is payable on December 15, 2023, to stockholders of record as of the close of business on December 1, 2023. As of September 30, 2023, $ 745 million for dividends payable is presented within Other current liabilities on our Condensed Consolidated Balance Sheets, of which $ 393 million is payable to DT. During the three and nine months ended September 30, 2023, we did not repurchase any shares of our common stock under the 2023-2024 Stockholder Return Program. As of September 30, 2023, we had up to $ 18.3 billion remaining under the 2023-2024 Stockholder Return Program. Subsequent to September 30, 2023, from October 1, 2023, through October 20, 2023, we repurchased 5,515,568 shares of our common stock at an average price per share of $ 139.76 for a total purchase price of $ 771 million. As of October 20, 2023, we had up to $ 17.5 billion remaining under the 2023-2024 Stockholder Return Program. Note 11 – Wireline Sale of the Wireline Business On September 6, 2022, two of our wholly owned subsidiaries, Sprint Communications and Sprint LLC, and Cogent Infrastructure, Inc. entered into the Wireline Sale Agreement, pursuant to which the Buyer agreed to acquire the Wireline Business. The Wireline Sale Agreement provided that, upon the terms and conditions set forth therein, the Buyer agreed to purchase all of the issued and outstanding membership interests (the “Purchased Interests”) of a Delaware limited liability company that holds certain assets and liabilities relating to the Wireline Business. On May 1, 2023, pursuant to the Wireline Sale Agreement, upon the terms and subject to the conditions thereof, we completed the Wireline Transaction. Under the terms of the Wireline Sale Agreement, the parties agreed to a $ 1 purchase price in consideration for the Purchased Interests, subject to customary adjustments, as well as payments to the Buyer pursuant to an IP transit services agreement totaling $ 700 million, consisting of (i) $ 350 million in equal monthly installments during the first year after the Closing and (ii) $ 350 million in equal monthly installments over the subsequent 42 months. The Buyer paid the 22 Index for Notes to the Condensed Consolidated Financial Statements Company $ 61 million at Closing. The Closing of the Wireline Transaction did not have a significant impact on the Loss (gain) on disposal group held for sale on our Condensed Consolidated Statements of Comprehensive Income. The present value of the $ 700 million liability for fees payable for IP transit services was recognized and treated as part of the consideration exchanged with the Buyer to complete the disposal transaction, as there is a remote likelihood we will use any more than a de minimis amount of the services under the IP transit services agreement. Therefore, we concluded the cash payment obligations under the IP transit services agreement were part of the consideration paid to the Buyer to facilitate the sale of the Wireline Business, and therefore, included in measuring the fair value less costs to sell of the Wireline Business disposal group. As of September 30, 2023, $ 246 million and $ 275 million of this liability, including accrued interest, is presented within Other current liabilities and Other long-term liabilities, respectively, on our Condensed Consolidated Balance Sheets in accordance with the expected timing of the related payments. As of September 30, 2023, $ 30 million and $ 31 million for contractual and other payments associated with the Wireline Transaction are presented within Other current liabilities and Other long-term liabilities, respectively, on our Condensed Consolidated Balance Sheets in accordance with the expected timing of the related payments. We recognized a pre-tax gain of $ 25 million during the nine months ended September 30, 2023, and a pre-tax loss of $ 1.1 billion during the three and nine months ended September 30, 2022, which are included within Loss (gain) on disposal group held for sale on our Condensed Consolidated Statements of Comprehensive Income. There was no gain or loss on disposal group held for sale for the three months ended September 30, 2023. We do not consider the sale of the Wireline Business to be a strategic shift that will have a major effect on the Company’s operations and financial results, and therefore the Wireline Business did not qualify for reporting as a discontinued operation. 2022 Wireline Impairment During the second quarter of 2022, we determined that the retirement of the legacy Sprint CDMA and LTE wireless networks triggered the need to assess the Wireline long-lived assets for impairment, as these assets no longer support our wireless network and the associated customers and cash flows in a significant manner. The results of this assessment indicated that certain Wireline long-lived assets were impaired, and as a result, we recorded noncash impairment expense of $ 477 million during the nine months ended September 30, 2022, all of which relates to the impairment recognized during the three months ended June 30, 2022, of which $ 258 million was related to Wireline Property and equipment, $ 212 million was related to Operating lease right-of-use assets and $ 7 million was related to Other intangible assets. The expense is included within Impairment expense on our Condensed Consolidated Statements of Comprehensive Income. There was no impairment expense recognized for the three and nine months ended September 30, 2023. Note 12 – Earnings Per Share The computation of basic and diluted earnings per share was as follows: Three Months Ended September 30, Nine Months Ended September 30, (in millions, except shares and per share amounts) 2023 2022 2023 2022 Net income $ 2,142 $ 508 $ 6,303 $ 1,113 Weighted-average shares outstanding – basic 1,171,336,373 1,253,873,429 1,194,497,722 1,252,783,140 Effect of dilutive securities: Outstanding stock options and unvested stock awards 3,054,099 5,336,842 3,792,419 5,278,338 Weighted-average shares outstanding – diluted 1,174,390,472 1,259,210,271 1,198,290,141 1,258,061,478 Earnings per share – basic $ 1.83 $ 0.40 $ 5.28 $ 0.89 Earnings per share – diluted $ 1.82 $ 0.40 $ 5.26 $ 0.88 Potentially dilutive securities: Outstanding stock options and unvested stock awards 122,700 50,004 133,137 79,122 SoftBank contingent consideration (1) 48,751,557 48,751,557 48,751,557 48,751,557 (1) Represents the weighted-average SoftBank Specified Shares Amount that is contingently issuable from the Merger date of April 1, 2020, pursuant to a letter agreement dated February 20, 2020, between T-Mobile, SoftBank and DT (the “Letter Agreement”). 23 Index for Notes to the Condensed Consolidated Financial Statements As of September 30, 2023, we had authorized 100 million shares of preferred stock, with a par value of $ 0.00001 per share. There was no preferred stock outstanding as of September 30, 2023 and 2022. Potentially dilutive securities were not included in the computation of diluted earnings per share if to do so would have been anti-dilutive. The SoftBank Specified Shares Amount of 48,751,557 shares of T-Mobile common stock was determined to be contingent consideration for the Merger and is not dilutive until the defined volume-weighted average price per share is reached. The issuance of the SoftBank Specified Shares Amount is contingent on the trailing 45 -trading-day volume-weighted average price per share of T-Mobile common stock on the NASDAQ Global Select Market being equal to or greater than $ 150.00 (the “Threshold Price”), at any time during the period commencing on April 1, 2022, and ending on December 31, 2025 (the “Measurement Period”). In accordance with the terms of the Letter Agreement, the Threshold Price is subject to downward adjustment by the per share amount of any cash dividends or other cash distributions declared or paid on our common stock during the Measurement Period. As of September 30, 2023, the Threshold Price is $ 149.35 and will automatically further adjust upon the declaration of any future cash dividends as provided in the Letter Agreement. Note 13 – Commitments and Contingencies Purchase Commitments We have commitments for non-dedicated transportation lines with varying expiration terms that generally extend through 2038. In addition, we have commitments to purchase wireless devices, network services, equipment, software, marketing sponsorship agreements and other items in the ordinary course of business, with various terms through 2043. Our purchase commitments are approximately $ 4.7 billion for the 12-month period ending September 30, 2024, $ 4.3 billion in total for both of the 12-month periods ending September 30, 2025 and 2026, $ 2.7 billion in total for both of the 12-month periods ending September 30, 2027 and 2028, and $ 2.3 billion in total thereafter. These amounts are not reflective of our entire anticipated purchases under the related agreements but are determined based on the non-cancelable quantities or termination amounts to which we are contractually obligated. On March 9, 2023, we entered into a Merger and Unit Purchase Agreement for the acquisition of 100 % of the outstanding equity of Ka’ena Corporation and its subsidiaries including, among others, Mint Mobile LLC, for a maximum purchase price of $ 1.35 billion to be paid out 39 % in cash and 61 % in shares of T-Mobile common stock. Our estimate of the upfront payment is subject to Ka’ena Corporation’s underlying business performance and the timing of transaction close, and has been updated to $ 1.2 billion, before working capital adjustments. The agreement remains subject to regulatory approval, and the estimated purchase price is excluded from our reported purchase commitments above. See Note 2 – Business Combination for additional details. Spectrum Leases We lease spectrum from various parties. These leases include service obligations to the lessors. Certain spectrum leases provide for minimum lease payments, additional charges, renewal options and escalation clauses. Leased spectrum agreements have varying expiration terms that generally extend through 2050. We expect that all renewal periods in our spectrum leases will be exercised by us. Certain spectrum leases also include purchase options and right-of-first refusal clauses in which we are provided the opportunity to exercise our purchase option if the lessor receives a purchase offer from a third party. The purchase of the leased spectrum is at our option and therefore the option price is not included in the commitments below. Our spectrum lease and service credit commitments, including renewal periods, are approximately $ 303 million for the 12-month period ending September 30, 2024, $ 602 million in total for both of the 12-month periods ending September 30, 2025 and 2026, $ 666 million in total for both of the 12-month periods ending September 30, 2027 and 2028, and $ 4.4 billion in total thereafter. On August 8, 2022, we entered into License Purchase Agreements to acquire spectrum in the 600 MHz band from Channel 51 License Co LLC and LB License Co, LLC in exchange for total cash consideration of $ 3.5 billion. The licenses are currently being utilized by us through exclusive leasing arrangements with the Sellers. On March 30, 2023, we and the Sellers entered into Amended and Restated License Purchase Agreements pursuant to which we and the Sellers agreed to separate the transaction into two tranches of licenses, with the closings on the acquisitions of certain licenses in Chicago, Dallas and New Orleans being deferred in order to potentially expedite the regulatory approval process for the remainder of the licenses. Subsequently, on August 25, 2023, we and the Sellers entered into Amendments No. 1 to the Amended and Restated License Purchase Agreements, which deferred the closings of certain additional licenses in Chicago and Dallas into the second closing 24 Index for Notes to the Condensed Consolidated Financial Statements tranche. Together, the licenses with closings deferred into the second closing tranche represent approximately $ 1.1 billion of the aggregate $ 3.5 billion cash consideration. The agreements remain subject to regulatory approval and are excluded from our reported purchase commitments above. See Note 5 – Spectrum License Transactions for additional details. On September 12, 2023, we entered into a License Purchase Agreement with Comcast pursuant to which we will acquire spectrum in the 600 MHz band from Comcast in exchange for total cash consideration of between $ 1.2 billion and $ 3.3 billion, subject to an application for FCC approval. The licenses are subject to an exclusive leasing arrangement between us and Comcast entered into contemporaneously with the License Purchase Agreement. The agreement remains subject to regulatory approval and is excluded from our reported purchase commitments above. See Note 5 – Spectrum License Transactions for additional details. Merger Commitments In connection with the regulatory proceedings and approvals of the Merger pursuant to a Business Combination Agreement with Sprint and the other parties named therein (as amended, the “Business Combination Agreement”) and the other transactions contemplated by the Business Combination Agreement (collectively, the “Transactions”) we have commitments and other obligations to various state and federal agencies and certain nongovernmental organizations, including pursuant to the Consent Decree agreed to by us, DT, Sprint, SoftBank and DISH and entered by the U.S. District Court for the District of Columbia, and the FCC’s memorandum opinion and order approving our applications for approval of the Merger. These commitments and obligations include, among other things, extensive 5G network build-out commitments, obligations to deliver high-speed wireless services to the vast majority of Americans, including Americans residing in rural areas, and the marketing of an in-home broadband product where spectrum capacity is available. Other commitments relate to national security, pricing, service, employment and support of diversity initiatives. Many of the commitments specify time frames for compliance and reporting. Failure to fulfill our obligations and commitments in a timely manner could result in substantial fines, penalties, or other legal and administrative actions. Contingencies and Litigation Litigation and Regulatory Matters We are involved in various lawsuits and disputes, claims, government agency investigations and enforcement actions, and other proceedings (“Litigation and Regulatory Matters”) that arise in the ordinary course of business, which include claims of patent infringement (most of which are asserted by non-practicing entities primarily seeking monetary damages), class actions, and proceedings to enforce FCC or other government agency rules and regulations. Those Litigation and Regulatory Matters are at various stages, and some of them may proceed to trial, arbitration, hearing, or other adjudication that could result in fines, penalties, or awards of monetary or injunctive relief in the coming 12 months if they are not otherwise resolved. We have established an accrual with respect to certain of these matters, where appropriate. The accruals are reflected on our condensed consolidated financial statements, but they are not considered to be, individually or in the aggregate, material. An accrual is established when we believe it is both probable that a loss has been incurred and an amount can be reasonably estimated. For other matters, where we have not determined that a loss is probable or because the amount of loss cannot be reasonably estimated, we have not recorded an accrual due to various factors typical in contested proceedings, including, but not limited to, uncertainty concerning legal theories and their resolution by courts or regulators, uncertain damage theories and demands, and a less than fully developed factual record. For Litigation and Regulatory Matters that may result in a contingent gain, we recognize such gains on our condensed consolidated financial statements when the gain is realized or realizable. We recognize legal costs expected to be incurred in connection with Litigation and Regulatory Matters as they are incurred. Except as otherwise specified below, we do not expect that the ultimate resolution of these Litigation and Regulatory Matters, individually or in the aggregate, will have a material adverse effect on our financial position, but we note that an unfavorable outcome of some or all of the specific matters identified below or other matters that we are or may become involved in could have a material adverse impact on results of operations or cash flows for a particular period. This assessment is based on our current understanding of relevant facts and circumstances. As such, our view of these matters is subject to inherent uncertainties and may change in the future. On February 28, 2020, we received a Notice of Apparent Liability for Forfeiture and Admonishment from the FCC, which proposed a penalty against us for allegedly violating section 222 of the Communications Act and the FCC’s regulations governing the privacy of customer information. In the first quarter of 2020, we recorded an accrual for an estimated payment amount. We maintained the accrual as of September 30, 2023, and that accrual was included in Accounts payable and accrued liabilities on our Condensed Consolidated Balance Sheets. On April 1, 2020, in connection with the closing of the Merger, we assumed the contingencies and litigation matters of Sprint. 25 Index for Notes to the Condensed Consolidated Financial Statements Those matters include a wide variety of disputes, claims, government agency investigations and enforcement actions, and other proceedings. These matters include, among other things, certain ongoing FCC and state government agency investigations into Sprint’s Lifeline program. In September 2019, Sprint notified the FCC that it had claimed monthly subsidies for serving subscribers even though these subscribers may not have met usage requirements under Sprint's usage policy for the Lifeline program, due to an inadvertent coding issue in the system used to identify qualifying subscriber usage that occurred in July 2017 while the system was being updated. Sprint has made a number of payments to reimburse the federal government and certain states for excess subsidy payments. We note that pursuant to Amendment No. 2, dated as of February 20, 2020, to the Business Combination Agreement, dated as of April 29, 2018, by and among the Company, Sprint and the other parties named therein, SoftBank agreed to indemnify us against certain specified matters and losses, including those relating to the Lifeline matters described above. Resolution of these matters could require us to make additional reimbursements and pay additional fines and penalties, which we do not expect to have a significant impact on our financial results. We expect that any additional liabilities related to these indemnified matters would be indemnified and reimbursed by SoftBank. On June 1, 2021, a putative shareholder class action and derivative lawsuit was filed in the Delaware Court of Chancery, Dinkevich v. Deutsche Telekom AG, et al. , Case No. C.A. No. 2021-0479, against DT, SoftBank and certain of our current and former officers and directors, asserting breach of fiduciary duty claims relating to the repricing amendment to the Business Combination Agreement, and to SoftBank’s monetization of its T-Mobile shares. We are also named as a nominal defendant in the case. We are unable to predict the potential outcome of these claims. On August 12, 2021, we became aware of a cybersecurity issue involving unauthorized access to T-Mobile’s systems (the “August 2021 cyberattack”). We immediately began an investigation and engaged cybersecurity experts to assist with the assessment of the incident and to help determine what data was impacted. Our investigation uncovered that the perpetrator had illegally gained access to certain areas of our systems on or about March 18, 2021, but only gained access to and took data of current, former, and prospective customers beginning on or about August 3, 2021. With the assistance of our outside cybersecurity experts, we located and closed the unauthorized access to our systems and identified current, former and prospective customers whose information was impacted and notified them, consistent with state and federal requirements. We also undertook a number of other measures to demonstrate our continued support and commitment to data privacy and protection. We also coordinated with law enforcement. Our forensic investigation is complete, and we believe we have a full view of the data compromised. As a result of the August 2021 cyberattack, we have become subject to numerous lawsuits, including mass arbitration claims and multiple class action lawsuits that have been filed in numerous jurisdictions seeking, among other things, unspecified monetary damages, costs and attorneys’ fees arising out of the August 2021 cyberattack. In December 2021, the Judicial Panel on Multidistrict Litigation consolidated the federal class action lawsuits in the U.S. District Court for the Western District of Missouri under the caption In re: T-Mobile Customer Data Security Breach Litigation , Case No. 21-md-3019-BCW. On July 22, 2022, we entered into an agreement to settle the lawsuit. On June 29, 2023, the Court issued an order granting final approval of the settlement, which is subject to potential appeals. Under the terms of the settlement, we would pay an aggregate of $ 350 million to fund claims submitted by class members, the legal fees of plaintiffs’ counsel and the costs of administering the settlement. We would also commit to an aggregate incremental spend of $ 150 million for data security and related technology in 2022 and 2023. We previously paid $ 35 million for claims administration purposes. On July 31, 2023, a class member filed an appeal to the final approval order challenging the Court’s award of attorneys’ fees to class counsel. We expect the remaining portion of the $ 350 million settlement payment to fund claims to be made once that appeal is resolved. We anticipate that, upon exhaustion of any appeals, the settlement will provide a full release of all claims arising out of the August 2021 cyberattack by class members who do not opt out, against all defendants, including us, our subsidiaries and affiliates, and our directors and officers. The settlement contains no admission of liability, wrongdoing or responsibility by any of the defendants. We have the right to terminate the settlement agreement under certain conditions. We anticipate that this settlement of the class action, along with other settlements of separate consumer claims that have been previously completed or are currently pending, will resolve substantially all of the claims brought to date by our current, former and prospective customers who were impacted by the 2021 cyberattack. In connection with the proposed class action settlement and the separate settlements, we recorded a total pre-tax charge of approximately $ 400 million in the second quarter of 2022. During each of the nine months ended September 30, 2023 and 2022, we recognized $ 50 million in reimbursements from insurance carriers for costs incurred related to the August 2021 cyberattack, which is included as a reduction to Selling, general and administrative expenses on our Condensed Consolidated Statements of Comprehensive Income. The ultimate resolution of the class action depends on the number of plaintiffs who opt-out of the proposed settlement and whether the proposed settlement will be appealed. 26 Index for Notes to the Condensed Consolidated Financial Statements In addition, in September 2022, a purported Company shareholder filed a derivative action in the Delaware Chancery Court under the caption Harper v. Sievert et al., Case No. 2022-0819-SG, against our current directors and certain of our former directors, alleging claims for breach of fiduciary duty relating to the Company’s cybersecurity practices. We are also named as a nominal defendant in the lawsuit. We are unable at this time to predict the potential outcome of this lawsuit or whether we may be subject to further private litigation. We have also received inquiries from various government agencies, law enforcement and other governmental authorities related to the August 2021 cyberattack which could result in substantial fines or penalties. We are cooperating fully with these agencies and regulators and working with them to resolve these matters. While we hope to resolve them in the near term, we cannot predict the timing or outcome of any of these matters, or whether we may be subject to further regulatory inquiries, investigations, or enforcement actions. In light of the inherent uncertainties involved in such matters and based on the information currently available to us, in addition to the previously recorded pre-tax charge of approximately $ 400 million noted above, we believe it is reasonably possible that we could incur additional losses associated with these proceedings and inquiries, and we will continue to evaluate information as it becomes known and will record an estimate for losses at the time or times when it is both probable that a loss has been incurred and the amount of the loss is reasonably estimable. Ongoing legal and other costs related to these proceedings and inquiries, as well as any potential future actions, may be substantial, and losses associated with any adverse judgments, settlements, penalties or other resolutions of such proceedings and inquiries could be material to our business, reputation, financial condition, cash flows and operating results. On June 17, 2022, plaintiffs filed a putative antitrust class action complaint in the Northern District of Illinois, Dale et al. v. Deutsche Telekom AG, et al. , Case No. 1:22-cv-03189, against DT, T-Mobile, and SoftBank, alleging that the Merger violated the antitrust laws and harmed competition in the U.S. retail cell service market. Plaintiffs seek injunctive relief and trebled monetary damages on behalf of a purported class of AT&T and Verizon customers who plaintiffs allege paid artificially inflated prices due to the Merger. We intend to vigorously defend this lawsuit, but we are unable to predict the potential outcome. On January 5, 2023, we identified that a bad actor was obtaining data through a single Application Programming Interface (“API”) without authorization. Based on our investigation, the impacted API is only able to provide a limited set of customer account data, including name, billing address, email, phone number, date of birth, T-Mobile account number and information such as the number of lines on the account and plan features. The result from our investigation indicates that the bad actor(s) obtained data from this API for approximately 37 million current postpaid and prepaid customer accounts, though many of these accounts did not include the full data set. We believe that the bad actor first retrieved data through the impacted API starting on or around November 25, 2022. We have notified individuals whose information was impacted consistent with state and federal requirements. In connection with the January 2023 cyberattack, we became subject to consumer class actions and regulatory inquires, to which we will continue to respond in due course and may incur significant expenses. However, we cannot predict the timing or outcome of any of these potential matters, or whether we may be subject to additional legal proceedings, claims, regulatory inquiries, investigations, or enforcement actions. In addition, we are unable to predict the full impact of this incident on customer behavior in the future, including whether a change in our customers’ behavior could negatively impact our results of operations on an ongoing basis, although we presently do not expect that it will have a material effect on our operations. Note 14 – Restructuring Costs Merger Restructuring Initiatives Upon close of the Merger in April 2020, we began implementing restructuring initiatives to realize cost efficiencies and reduce redundancies. The major activities associated with the Merger restructuring initiatives to date include contract termination costs associated with the rationalization of retail stores, distribution channels, duplicative network and backhaul services and other agreements, severance costs associated with the integration of redundant processes and functions and the decommissioning of certain small cell sites and distributed antenna systems to achieve Merger synergies in network costs. 27 Index for Notes to the Condensed Consolidated Financial Statements The following table summarizes the expenses incurred in connection with our Merger restructuring initiatives: (in millions) Three Months Ended September 30, 2023 Nine Months Ended September 30, 2023 Incurred to Date Contract termination costs $ 7 $ 31 $ 454 Severance costs — 3 574 Network decommissioning 52 223 1,700 Total restructuring plan expenses $ 59 $ 257 $ 2,728 The expenses associated with our Merger restructuring initiatives are included in Costs of services and Selling, general and administrative expenses on our Condensed Consolidated Statements of Comprehensive Income. Our Merger restructuring initiatives also include the acceleration or termination of certain of our operating and financing leases for cell sites, switch sites, retail stores, network equipment and office facilities. Incremental expenses associated with accelerating amortization of the right-of-use assets on lease contracts were $ 67 million and $ 384 million for the three months ended September 30, 2023 and 2022, respectively, and $ 303 million and $ 1.6 billion for the nine months ended September 30, 2023 and 2022, respectively, and are included in Costs of services and Selling, general and administrative expenses on our Condensed Consolidated Statements of Comprehensive Income. The changes in the liabilities associated with our Merger restructuring initiatives, including expenses incurred and cash payments, are as follows: (in millions) December 31, 2022 Expenses Incurred Cash Payments Adjustments for Non-Cash Items (1) September 30, 2023 Contract termination costs $ 190 $ 31 $ ( 199 ) $ — $ 22 Severance costs — 3 ( 6 ) 3 — Network decommissioning 280 223 ( 344 ) ( 15 ) 144 Total $ 470 $ 257 $ ( 549 ) $ ( 12 ) $ 166 (1) Non-cash items primarily consist of the write-off of assets within Network decommissioning. The liabilities accrued in connection with our Merger restructuring initiatives are presented in Accounts payable and accrued liabilities on our Condensed Consolidated Balance Sheets. We expect to incur substantially all remaining costs associated with our Merger restructuring activities by the end of this year, with the related cash outflows extending beyond 2023. 2023 Workforce Reduction In August 2023, we began implementing an initiative to reduce the size of our workforce by approximately 5,000 positions, just under 7 % of our total employee base, primarily in corporate and back-office functions, and some technology roles. We recorded a pre-tax charge of $ 471 million during the three months ended September 30, 2023, related to the workforce reduction, which is included in Costs of services and Selling, general and administrative expenses on our Condensed Consolidated Statements of Comprehensive Income. The changes in the liabilities associated with our workforce reduction initiative, including expenses incurred and cash payments, are as follows: (in millions) December 31, 2022 Expenses Incurred Cash Payments Other (1) September 30, 2023 Severance costs $ — $ 471 $ ( 18 ) $ 14 $ 467 (1) Other primarily consists of previously expensed vacation accruals expected to be paid out as a component of severance. The liabilities accrued in connection with our workforce reduction activities are presented in Accounts payable and accrued liabilities on our Condensed Consolidated Balance Sheets. Substantially all costs associated with our workforce reduction activities were recorded during the three months ended September 30, 2023, with substantially all related cash outflows extending through mid-2024. 28 Index for Notes to the Condensed Consolidated Financial Statements Note 15 – Additional Financial Information Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities, excluding amounts classified as held for sale, are summarized as follows: (in millions) September 30, 2023 December 31, 2022 Accounts payable $ 4,603 $ 7,213 Payroll and related benefits 1,354 1,236 Property and other taxes, including payroll 1,797 1,657 Accrued interest 829 731 Commissions and contract termination costs 287 523 Toll and interconnect 195 227 Other 600 688 Accounts payable and accrued liabilities $ 9,665 $ 12,275 Book overdrafts included in accounts payable were $ 713 million and $ 720 million as of September 30, 2023, and December 31, 2022, respectively. Supplemental Condensed Consolidated Statements of Cash Flows Information The following table summarizes T-Mobile’s supplemental cash flow information: Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2023 2022 2023 2022 Interest payments, net of amounts capitalized $ 915 $ 781 $ 2,651 $ 2,548 Operating lease payments 1,037 1,073 3,834 3,163 Income tax payments 4 12 126 75 Non-cash investing and financing activities Non-cash beneficial interest obtained in exchange for securitized receivables $ 920 $ 1,181 $ 3,148 $ 3,189 Change in accounts payable and accrued liabilities for purchases of property and equipment ( 459 ) 390 ( 1,196 ) 139 Increase in Tower obligations from contract modification — — — 1,158 Operating lease right-of-use assets obtained in exchange for lease obligations 563 479 1,676 7,045 Financing lease right-of-use assets obtained in exchange for lease obligations 398 348 961 1,197 Cash and cash equivalents, including restricted cash and cash held for sale Cash and cash equivalents, including restricted cash and cash held for sale, presented on our Condensed Consolidated Statements of Cash Flows were included on our Condensed Consolidated Balance Sheets as follows: (in millions) September 30, 2023 December 31, 2022 Cash and cash equivalents $ 5,030 $ 4,507 Cash and cash equivalents held for sale (included in Other current assets) — 27 Restricted cash (included in Other current assets) 94 73 Restricted cash (included in Other assets) 75 67 Cash and cash equivalents, including restricted cash and cash held for sale $ 5,199 $ 4,674 Note 16 – Subsequent Events Subsequent to September 30, 2023, on October 15, 2023, we and DISH entered into the LPA Amendment to the DISH License Purchase Agreement. See Note 5 - Spectrum License Transactions for additional information. Subsequent to September 30, 2023, from October 1, 2023, through October 20, 2023, we repurchased 5,515,568 shares of our common stock at an average price per share of $ 139.76 for a total purchase price of $ 771 million. See Note 10 - Stockholder Return Programs for additional information regarding the 2023-2024 Stockholder Return Program. 29 Table of Contents