What changed in this filing

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Item 1. Business

2025-01-31 compared with 2024-02-02 · 67 added, 70 removed, 141 unchanged (49% of the section changed)

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As America’s supercharged Un-carrier, we have disrupted the wireless communications services industry by actively engaging with and listening to our customers and focusing on eliminating their pain points.

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

This includes providing added value and what we believe is an exceptional experience while implementing signature Un-carrier initiatives that have changed the wireless industry.

We ended annual service contracts, overages, unpredictable international roaming fees and data buckets, among other things.

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

We are inspired by a relentless focus on customer experience, consistently delivering award-winning customer experience, which drives our customer satisfaction levels while enabling operational efficiencies.

With what we believe is America’s largest, fastest, most awarded and most advanced 5G network, the Un-carrier strives to offer customers unrivaled coverage and capacity where they live, work and travel.

We believe our network is the foundation of our success and powers everything we do.

Our “layer cake” of spectrum provides an unmatched 5G and overall network experience to our customers, which consists of our foundational layer of low-band, our mid-band and our millimeter-wave (“mmWave”) spectrum licenses (see “Spectrum Position” below).

Our dense and multi-layer network provides an unmatched 5G and overall network experience to our customers, which consists of our foundational layer of low-band, our mid-band and our millimeter-wave (“mmWave”) spectrum licenses (see “Spectrum Position” below).

This multilayer portfolio of spectrum broadens and deepens our nationwide 5G network, enabling accelerated innovation and increased competition in the U.S.

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Our network allows us to deliver new, innovative products and services, such as our High Speed Internet fixed wireless product, with the same customer experience focus and industry-disrupting mindset that we have adopted in our attempt to redefine the wireless communications services industry in the United States in the customers’ favor.

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

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

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

Our Operations

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Our most significant expenses relate to operating and expanding our network, providing a full range of devices, acquiring and retaining high-quality customers and compensating employees.

We provide services, devices and accessories across our flagship brands, T-Mobile and Metro by T-Mobile, through our owned and operated retail stores, as well as through our websites (www.t-mobile.com and www.metrobyt-mobile.com), T-Mobile and Metro by T-Mobile apps, customer care channels and through national retailers.

We provide services, devices and accessories across our flagship brands, T-Mobile, Metro by T-Mobile and Mint Mobile, through our T-Mobile and Metro by T-Mobile owned and operated retail stores, as well as through our websites (www.t-mobile.com, www.metrobyt-mobile.com and www.mintmobile.com), T-Mobile, Metro by T-Mobile and Mint Mobile apps, customer care channels and through national retailers.

In addition, we sell devices to dealers and other third-party distributors for resale through independent third-party retail outlets and a variety of third-party websites.

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Services and Products

We provide mobile wireless communications services through a variety of service plan options.

We provide wireless communications services through a variety of service plan options.

We also offer for sale to customers a wide selection of wireless devices, including smartphones, wearables, tablets, home broadband routers and other mobile communication devices that are manufactured by various suppliers.

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At the time of device purchase, qualified customers can finance all or a portion of the individual device or accessory purchase price over an installment period, generally of 24 months, using an equipment installment plan (“EIP”).

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

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

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

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

With our High Speed Internet plan, customers can access the internet without worrying about annual service contracts, data overages or hidden fees.

We also provide products and services that are complementary to our wireless communications services, including device protection, financial services and advertising.

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

See Note 14 – Wireline for additional information.

We provide wireless communications services to a variety of customers needing connectivity, but focus primarily on two categories of customers:

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• Prepaid customers generally pay for wireless communications services in advance.

We serve prepaid customers under the T-Mobile and Metro by T-Mobile brands.

We serve prepaid customers under the T-Mobile, Metro by T-Mobile, Mint Mobile and Ultra Mobile brands.

We provide Machine-to-Machine (“M2M”) and Mobile Virtual Network Operator (“MVNO”) customers access to our network.

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

The Merger greatly enhanced our spectrum position.

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

Our integration strategy included deploying the acquired spectrum on the combined network assets to supplement capacity, migrating Sprint customers to our network and optimizing the combined assets by decommissioning redundant sites.

As of December 31, 2022, we had decommissioned substantially all targeted Sprint macro sites.

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

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

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

enabled by our scaled nationwide 5G standalone network.

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

Spectrum Position

We provide wireless communications services utilizing low-band spectrum licenses covering our 600 MHz and 700 MHz spectrum, mid-band spectrum licenses, such as Advanced Wireless Services (“AWS”), Personal Communications Services (“PCS”) and 2.5 GHz spectrum, and mmWave spectrum.

• We controlled, or expected to control based on previously announced auction results, an average of 392 MHz of combined low- and mid-band spectrum nationwide as of December 31, 2023.

• We controlled an average of 394 MHz of combined low- and mid-band spectrum nationwide as of December 31, 2024.

This spectrum is comprised of:

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• We controlled an average of 1,033 GHz of combined mmWave spectrum licenses.

• In August 2022, we entered into license purchase agreements pursuant to which we will acquire spectrum in the 600 MHz band in exchange for total cash consideration of $3.5 billion.

See Note 6 – Goodwill, Spectrum License Transactions and Other Intangible Assets of the Notes to the Consolidated Financial Statements for additional details.

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

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

• In September 2023, we entered into a license purchase agreement pursuant to which we will acquire spectrum in the 600 MHz band in exchange for total cash consideration of between $1.2 billion and $3.3 billion.

• In September 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 in exchange for total cash consideration of between $1.2 billion and $3.3 billion.

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

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

See Note 7 – Goodwill, Spectrum License Transactions and Other Intangible Assets of the Notes to the Consolidated Financial Statements for additional details.

• We plan to evaluate future spectrum purchases in future auctions and in the secondary market to further augment our current spectrum position.

• We plan to evaluate future spectrum purchases in future auctions and secondary market opportunities to further augment or refine our current spectrum position.

• As of December 31, 2024, we had equipment deployed on approximately 82,000 macro cell sites and 52,000 small cell/distributed antenna system sites across our network.

5G Leadership

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

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

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

The wireless communications services industry remains competitive.

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as measured by our total postpaid and prepaid customers.

Our competitors include other carriers, such as AT&T Inc.

Our wireless communications services competitors include other carriers, such as AT&T Inc.

(“AT&T”), Verizon Communications, Inc.

(“Verizon”), and DISH as it continues to grow its network.

(“Verizon”), and DISH Network Corporation (“DISH”) as it continues to grow its network.

In addition, our competitors include numerous smaller and regional providers, including Comcast Corporation, Charter Communications, Inc., Cox Communications, Inc., and Altice USA, Inc., many of which offer no-contract, postpaid and prepaid service plans.

Competitors also include providers who offer similar communication services, such as voice, messaging and data services, using alternative technologies.

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

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

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

Some of our competitors have shown a willingness to use discounted pricing or offer bundled services as a potential source of differentiation.

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We want to deliver the best experiences from the best teams, and one way we do that is by offering an array of development programs and resources to build diverse talent and empower our people to succeed through every step of their career.

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

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

We put employees in the driver’s seat and give them access to mentoring, training, videos, books, job search and interview tips, and much more.

By strategically investing in the following three key areas of career development and learning, we are developing our talent now and for the future.

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• Advance leadership expertise – Build critical leadership capabilities, enable leadership growth at all levels, and develop skills to lead in the future;

• Champion diversity, equity and inclusion (“DE&I”) – Promote inclusive habits and behaviors, enhance belonging and connectedness, and advocate for equitable opportunities.

Diversity, Equity and Inclusion

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

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

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

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

Our DE&I Employee Resource Groups include the following:

• Champion belonging and inclusion – Promote inclusive habits and behaviors and enhance belonging and connectedness.

Belonging and Inclusion

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

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

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

Employee Resource Groups (ERGs)

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

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

Our ERGs include:

• Veterans & Allies Network;

• Accessibility Community at T-Mobile;

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• Indigenous Peoples Network;

• Magenta Latinx Network;

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

• Multigenerational Network;

• Veterans & Allies Network;

• Women & Allies Network.

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

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

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

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

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

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

This year, we updated our Supplier Diversity Policy that provides the primary guidance designed to ensure that DE&I are integrated into the purchasing process of goods and services for and on behalf of T-Mobile.

In addition, we published T-Mobile’s CEO Supplier Diversity Policy Statement, reenforcing our Equity In Action diversity plan that aims to increase the amount of business we do with diverse suppliers.

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

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

External Diversity Councils

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

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

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

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

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

Environmental Sustainability

Reducing Our Carbon Footprint

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

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

• Making progress on our science-based net-zero target for 2040 that includes Scope 1, 2 and 3 emissions;

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

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

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

• Promoting a circular economy through our device reuse and recycle program, which collects millions of devices for reuse, resale, and recycling annually.

Efficiencies and Reducing Our Carbon Footprint

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

• Pursuing a science-based net-zero emissions target for 2040, covering Scope 1, 2, and 3 emissions;

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

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

• Promoting a circular economy through a robust device reuse and recycling program.

Responsible Sourcing

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Our Supplier Code of Conduct outlines expectations around ethical business practices for our suppliers.

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

our suppliers to share our commitment to ethical conduct and environmentally responsible business practices while they conduct business with or on behalf of us.

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

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

Our Responsible Sourcing Policy further outlines T-Mobile’s expectations in this area.

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A change in these rules and policies could affect our access to additional spectrum resources and competition among us and other carriers.

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

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

Congress and the FCC have imposed limitations on foreign ownership of CMRS licensees.

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

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

Consistent with that established policy, the FCC has issued a declaratory ruling authorizing up to 100% ownership of our Company by DT.

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Our EBS spectrum leases typically have an initial term equal to the remaining term of the EBS license, with an option to renew the lease for additional terms, for a total lease term of up to 30 years.

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

In April 2020, the FCC lifted the restriction on who can hold EBS licenses and the 30-year limitation on lease duration, among other changes.

The elimination of these restrictions allows current license holders to sell their licenses, including to T-Mobile.

While a majority of our leases have contractual provisions enabling us to match offers, we may be forced to compete with others to purchase 2.5 GHz licenses on the secondary market

and expend additional capital earlier than we may have anticipated.

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

T-Mobile has started to acquire some of these EBS licenses, but we continue to lease spectrum in this band and expect that to be the case for some time.

While the Communications Act generally preempts state and local governments from regulating the entry of, or the rates charged by, wireless communications services providers, certain state and local governments regulate other terms and conditions of wireless service, including billing, termination of service arrangements and the imposition of early termination fees, advertising, network outages, the use of devices while driving, service mapping, protection of consumer information, zoning and land use.

Notwithstanding this federal preemption, several states are considering or have passed laws or regulations that could potentially set prices, minimum performance standards and/or restrictions on service discontinuation that could impact our business in those states.

In addition, following the FCC’s adoption of the 2017 Restoring Internet Freedom (“RIF”) Order reclassifying broadband internet access services as non-common carrier “information services”, a number of states have sought to impose state-specific net neutrality, rate-setting, and privacy requirements on providers’ broadband services.

The FCC’s RIF Order expressly preempted such state efforts, which are inconsistent with the FCC’s federal deregulatory approach.

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

that could potentially set prices, minimum performance standards and/or restrictions on service discontinuation that could impact our business in those states.

For example, following the FCC’s adoption of the 2017 Restoring Internet Freedom (“RIF”) Order reclassifying broadband internet access services as non-common carrier “information services,” a number of states sought to impose state-specific net neutrality, rate-setting, and privacy requirements on providers’ broadband services.

The FCC’s RIF Order expressly preempted such state efforts, which were inconsistent with the FCC’s federal deregulatory approach at that time.

In 2019, however, the DC Circuit issued a ruling largely upholding the RIF Order but also vacating the portion of the ruling broadly preempting state/local measures regulating broadband services.

The court left open the prospect that particular state laws could still unlawfully conflict with the FCC RIF Order and be preempted;

court challenges to some state enactments are pending.

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

and New York, which has passed a broadband rate-setting law.

The court left open the prospect that particular state laws could still unlawfully conflict with the FCC’s RIF Order and be preempted.

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

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

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

There are also efforts within Congress to pass federal legislation to codify uniform federal privacy and net neutrality requirements.

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If not preempted or rescinded, separate state requirements will impose significant business costs and could also result in increased litigation costs and enforcement risks.

State authority over wireless broadband services will remain unsettled until final action by the courts or Congress.

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

State authority over wireless broadband services will likely remain unsettled unless resolved by the courts, the FCC or Congress.

In addition, the Federal Trade Commission (“FTC”) and other federal agencies have jurisdiction over some consumer protection matters and the elimination and prevention of anticompetitive business practices with respect to the provision of non-common carrier services.

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

What changed 10-K

Item 1. Business