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Item 7. Management’s Discussion and Analysis

2025-01-31 compared with 2024-02-02 · 280 added, 235 removed, 445 unchanged (54% of the section changed)

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and its consolidated subsidiaries.

Sprint Merger, Network Integration and Decommissioning Activities

Transaction Overview

On April 1, 2020, we completed the Merger with Sprint, a communications company offering a comprehensive range of wireless and wireline communications products and services.

As a result, Sprint and its subsidiaries became wholly owned consolidated subsidiaries of T-Mobile.

Contingent Consideration

As previously reported, on February 20, 2020, T-Mobile, SoftBank and DT entered into a letter agreement (the “Letter Agreement”) concurrently with an amendment to the Business Combination Agreement.

The Letter Agreement required SoftBank to cause its applicable affiliates to surrender to T-Mobile, for no additional consideration, 48,751,557 shares of T-Mobile’s common stock immediately following the effective time of the Merger.

The Letter Agreement also required T-Mobile to issue to SoftBank an equivalent number of shares (the “SoftBank Specified Shares”), for no additional consideration, if the trailing 45-trading day volume-weighted average price per share (“VWAP”) of T-Mobile’s common stock on NASDAQ was equal to or greater than $150.00, as adjusted in accordance with the Letter Agreement (the “Threshold Price”), at any time during the period from April 1, 2022, through December 31, 2025 (the “Measurement Period”).

As of the close of trading on December 22, 2023, the 45-trading day VWAP exceeded $149.35, the then-current Threshold Price.

On December 28, 2023, T-Mobile issued the SoftBank Specified Shares to SoftBank in accordance with the Letter Agreement.

Merger-Related Costs

Merger-related costs associated with the Merger and acquisitions of affiliates generally include:

Merger-related costs associated with our Merger with Sprint generally include:

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

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• Transaction costs, including legal and professional services related to the completion of the transactions.

Restructuring costs are disclosed in Note 18 – Restructuring Costs of the Notes to the Consolidated Financial Statements.

Merger-related costs have been excluded from our calculations of Adjusted EBITDA and Core Adjusted EBITDA, which are non-GAAP financial measures, as we do not consider these costs to be reflective of our ongoing operating performance.

See “Adjusted EBITDA and Core Adjusted EBITDA” in the “ Performance Measures ” section of this MD&A.

Net cash payments for Merger-related costs, including payments related to our restructuring plan, are included in Net cash provided by operating activities on our Consolidated Statements of Cash Flows.

During the year ended December 31, 2024, we recognized a gain for the $100 million extension fee previously paid by DISH associated with the DISH License Purchase Agreement as a reduction to Selling, general and administrative expenses on our Consolidated Statements of Comprehensive Income.

The gain was presented as a reduction in Merger-related costs and excluded from our calculations of Adjusted EBITDA and Core Adjusted EBITDA.

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

As of June 30, 2024, we have incurred substantially all restructuring and integration costs associated with the Merger and, accordingly, no longer separately disclose Merger-related costs.

The cash payments for the Merger-related costs incurred extend beyond 2024.

Cash payments extending beyond 2024 primarily relate to operating and financing leases for which we have recognized accelerated lease expense.

See Note 19 – Restructuring Costs of the Notes to the Consolidated Financial Statements for more information.

Merger-related costs are presented below:

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Net cash payments for Merger-related costs $ 767 $ 1,973 $ 3,364 $ (1,206) (61) % $ (1,391) (41) %

We expect to incur all of the remaining restructuring and integration costs associated with the Merger by the first half of 2024, with the cash expenditure for the Merger-related costs extending beyond 2024.

Cash payments extending beyond 2024 primarily relate to operating and financing leases for which we have recognized accelerated lease expense.

See the “ Contractual Ob ligations ” section of this MD&A for more details on the expected amount and timing of lease payments.

Network Integration

To achieve Merger synergies in network costs, we performed rationalization activities to identify duplicative networks, backhaul services and other agreements, in addition to decommissioning certain small cell sites and distributed antenna systems.

Our integration and decommissioning initiatives also included the acceleration or termination of certain of our operating and financing leases for cell sites, switch sites and network equipment.

As of December 31, 2022, we had decommissioned substantially all Sprint macro sites targeted for shut down, resulting in a significant decrease in network decommissioning costs in 2023, and we expect to incur all of the remaining restructuring costs by the first half of 2024, with the related cash outflows extending beyond the first half of 2024.

To allow for the realization of these synergies associated with network integration, we retired certain legacy networks, including the legacy Sprint CDMA network in the second quarter and the legacy Sprint LTE network in the third quarter of 2022.

Customers impacted by the decommissioning of these networks have been excluded from our customer base and postpaid account base.

See the “ Performance Measures ” section of this MD&A for more details.

Restructuring

Upon the close of the Merger, we began implementing restructuring initiatives to realize cost efficiencies from the Merger.

The major activities associated with the restructuring initiatives included:

• Contract termination costs associated with rationalization of retail stores, distribution channels, duplicative network and backhaul services and other agreements;

• Severance costs associated with the reduction of redundant processes and functions;

• The decommissioning of certain small cell sites and distributed antenna systems to achieve Merger synergies in network costs.

For more information regarding our restructuring activities, see Note 18 – Restructuring Costs of the Notes to the Consolidated Financial Statements.

2023 Workforce Reduction

In August 2023, we implemented 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.

For more information regarding our restructuring activities, see Note 18 – Restructuring Costs of the Notes to the Consolidated Financial Statements.

Previously, the operation of the legacy Sprint CDMA and LTE wireless networks was supported by the legacy Sprint Wireline network.

During the second quarter of 2022, we retired the legacy Sprint CDMA network and began the orderly shut-down of the LTE network, which was completed during the third quarter of 2022.

As a result of these actions 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 non-cash impairment expense of $477 million related to Wireline Property and equipment, Operating lease right-of-use assets and Other intangible assets for the year ended December 31, 2022, all of which relates to the impairment recognized during the three months ended June 30, 2022.

For more information regarding this non-cash impairment, see Note 14 – Wireline of the Notes to the Consolidated Financial Statements.

On September 6, 2022, we entered into the Wireline Sale Agreement to sell the Wireline Business for a total purchase price of $1.

We also committed to make payments totaling $700 million under an IP transit services agreement, consisting of (i) $350 million in equal monthly installments during the first year after the closing of the Wireline Transaction and (ii) $350 million in equal monthly installments over the subsequent 42 months (the transactions as contemplated by the Wireline Sale Agreement and the IP transit services agreement are collectively referred to as the “Wireline Transaction”).

Prior to the closing of the Wireline Transaction, we recognized a pre-tax loss of $1.1 billion during the year ended December 31, 2022, which is included within (Gain) loss on disposal group held for sale on our Consolidated Statements of Comprehensive Income.

On May 1, 2023, pursuant to the Wireline Sale Agreement, upon the terms and subject to the conditions thereof, we completed the Wireline Transaction.

For more information regarding the Wireline Sale Agreement, see Note 14 – Wireline of the Notes to the Consolidated Financial Statements.

See Note 19 – Restructuring Costs of the Notes to the Consolidated Financial Statements for more information.

Joint Ventures

On April 24, 2024, we entered into a definitive agreement with a fund operated by EQT, Infrastructure VI fund (“Fund VI”), to establish a joint venture between us and Fund VI to acquire Lumos (“Lumos”), a fiber-to-the-home platform, from EQT’s predecessor fund, EQT Infrastructure III.

The arrangement is expected to close in the first half of 2025, subject to customary closing conditions and regulatory approvals.

At closing, we expect to invest approximately $950 million in the joint venture to acquire a 50% equity interest and all existing Lumos fiber customers.

The funds invested by us will be used to fund future fiber builds.

In addition, pursuant to the definitive agreement, we expect to make an additional capital contribution of approximately $500 million in 2027 or 2028 under the existing business plan.

On July 18, 2024, we entered into a definitive agreement with KKR & Co.

(“KKR”) to establish a joint venture to acquire Metronet Holdings, LLC and certain of its affiliates (collectively, “Metronet”), a fiber-to-the-home platform.

This arrangement is expected to close in 2025, subject to customary closing conditions and regulatory approvals.

At closing, we expect to invest approximately $4.9 billion in the joint venture to acquire a 50% equity interest and all existing residential fiber customers, as well as funding the joint venture.

We do not anticipate making further capital contributions following the closing under the existing business plan.

The joint ventures will focus on market identification and selection, build plans, network engineering and design, network deployment, and customer installation, with us owning customer relationships and selling fiber service under the T-Mobile brand.

Upon closing of the transactions, we expect to account for the Lumos and Metronet joint ventures under the equity method of accounting and recognize service revenues for the acquired Lumos and Metronet fiber customers and wholesale costs paid to the joint ventures for network access within Cost of services on our Consolidated Statements of Comprehensive Income.

Acquisition of Ka’ena Corporation

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 (collectively, “Ka’ena”), 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 during certain periods before and after closing and consists of an upfront payment at closing of the transaction, subject to certain agreed-upon working capital and other adjustments, and a variable earnout payable 24 months after closing of the transaction.

Our estimate of the upfront payment is subject to Ka’ena’s underlying business performance and the timing of transaction close, and has been updated to $1.2 billion, before working capital and other 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.

Ka’ena is currently one of our wholesale partners, offering wireless telecommunications services to customers leveraging our network.

Upon closing of the transaction, we expect to recognize customers of Ka’ena as prepaid customers and we expect to see an increase in Prepaid revenues, partially offset by a decrease in Wholesale and other service revenues.

On May 1, 2024 (the “Acquisition Date”), we completed the merger with Ka’ena Corporation and its subsidiaries, including, among others, Mint Mobile LLC (collectively, “Ka’ena”), and as a result, Ka’ena became a wholly owned subsidiary of T-Mobile (the “Ka’ena Acquisition”).

The total purchase price is variable, dependent upon specified performance indicators of Ka’ena, and consists of an upfront payment on the Acquisition Date and an earnout payable on August 1, 2026.

On the Acquisition Date and in satisfaction of the upfront payment, we transferred $420 million in cash and 3,264,952 shares of T-Mobile common stock valued at $536 million as determined based on its closing market price on April 30, 2024, for a total payment fair value of $956 million.

A portion of the upfront payment made on the Acquisition Date was for the settlement of the preexisting wholesale relationship with Ka’ena.

The amount of the upfront payment was subject to customary adjustments and as a result of such adjustments, $17 million of the upfront payment was returned to T-Mobile during the fourth quarter of 2024, which resulted in a commensurate increase in the maximum payable in satisfaction of the earnout.

Based on the adjusted amount paid upfront, up to an additional $420 million in future cash and T-Mobile common stock is payable in satisfaction of the earnout, dependent upon Ka’ena’s achievement of specified performance indicators.

Prior to the Ka’ena Acquisition, Ka’ena was a wholesale partner of the Company for which we recognized service revenues within Wholesale and other service revenues.

Upon the closing of the Ka’ena Acquisition, this relationship was effectively terminated, and the Company acquired Ka’ena’s prepaid customer relationships and began to recognize service revenues associated with these customers within Prepaid revenues and operating expenses primarily within Selling, general and administrative expenses on our Consolidated Statements of Comprehensive Income subsequent to the Acquisition Date.

For more information regarding the Ka’ena Acquisition, see Note 2 – Business Combinations of the Notes to the Consolidated Financial Statements.

Acquisition of UScellular Wireless Operations

On May 24, 2024, we entered into a securities purchase agreement with United States Cellular Corporation (“UScellular”), Telephone and Data Systems, Inc., and USCC Wireless Holdings, LLC, pursuant to which, among other things, we will acquire

substantially all of UScellular’s wireless operations and select spectrum assets for an aggregate purchase price of approximately $4.4 billion, payable in cash and the assumption of up to $2.0 billion of debt through an exchange offer to be made to certain UScellular debtholders prior to closing.

To the extent any debtholders do not participate in the exchange, their bonds will continue as obligations of UScellular, and the cash portion of the purchase price will be correspondingly increased.

The transaction is expected to close in mid-2025, subject to customary closing conditions and receipt of certain regulatory approvals.

Upon closing of the transaction, we expect to account for the UScellular transaction as a business combination and to consolidate the acquired operations.

We expect this transaction will yield approximately $1.0 billion in total annual run rate cost synergies, including operating expense and capital expenditure synergies, upon integration, with total cost to achieve the integration currently estimated at between $2.2 billion to $2.6 billion.

For more information regarding our acquisition of UScellular’s wireless operations, see Note 2 – Business Combinations of the Notes to the Consolidated Financial Statements.

Acquisition of Vistar Media Inc.

On December 20, 2024, we entered into an agreement and plan of merger for the acquisition of 100% of the outstanding capital stock of Vistar Media Inc., a provider of technology solutions for digital-out-of-home advertisements, for a purchase price of approximately $625 million.

The purchase price is subject to certain agreed-upon working capital and other adjustments.

The acquisition is subject to certain customary closing conditions, including certain regulatory approvals, and is expected to close in the first quarter of 2025.

Revenue Trends

In 2024, we expect Postpaid service revenues to continue to grow, primarily due to continued postpaid account and customer growth as well as Postpaid Average Revenue per Account (“postpaid ARPA”) growth driven by the execution of our strategy to continuously deepen our account relationships, including growth in High Speed Internet.

We also expect an increase in Prepaid revenues, partially offset by a decrease in Wholesale and other service revenues, upon the closing of our previously announced acquisition of Ka’ena.

In addition, Wholesale and other service revenues are expected to continue to decline due to the migration by Verizon of legacy TracFone customers off of the T-Mobile network and as DISH services more of its Boost customers with their standalone network.

In 2025, we expect Postpaid service revenues to continue to grow, primarily due to continued postpaid account and customer growth as well as postpaid Average Revenue per Account (“ARPA”) growth driven by the execution of our strategy to continuously deepen our account relationships, including growth in High Speed Internet.

We also expect an increase in service revenues upon the closing of our previously announced joint ventures and acquisition of UScellular.

In addition, Wholesale and other service revenues are expected to continue to decline primarily as DISH services more of its Boost customers with their standalone network.

Operating Expense Trends

In 2024, we expect Total operating expenses to increase, primarily driven by higher Depreciation and amortization from assets placed into service associated with the accelerated build-out of our nationwide 5G network and the acceleration of certain technology assets as we continue to modernize our network and technology systems and platforms, as well as higher Cost of equipment sales, driven by higher expected unit sales from a growing customer base.

We expect these increases to be partially offset by the full year synergy realization from the Merger benefiting Cost of services and Selling, general and administrative expense as well as a significant decrease in Merger-related costs, as substantially all of our restructuring and integration activities have been completed.

We also expect benefits to Cost of services and Selling, general and administrative expense from reduced personnel-related expenses as a result of the 2023 workforce reduction.

In 2025, we expect Total operating expenses to increase, primarily driven by higher Depreciation and amortization from assets placed into service associated with our continued build-out of our nationwide 5G network, a s well as higher Cost of equipment sales, driven by higher expected unit sales from a growing customer base.

We also expect an increase in Total operating expenses upon the closing of our previously announced joint ventures and acquisition of UScellular.

We expect these increases to be partially offset by synergy realization from the acquisition of UScellular benefiting Cost of services.

Macroeconomic Trends

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Such scenarios and uncertainties may affect, among others, expected credit loss activity as well as certain fair value estimates.

To date, price inflation has not had a significant impact on our operations as we have fixed rates established through long-term contracts for many of our most significant costs, including tower agreements and backhaul contracts.

Similarly, our exposure to the impact of rising interest rates is limited, primarily to any new debt issuances or draws on our revolving credit facility, as interest is paid on our Senior Notes at a fixed rate.

Similarly, our exposure to the impact of rising interest rates is limited, primarily to any new debt issuances or draws on our Revolving Credit Facility (as defined below), as interest is paid on our Senior Notes at a fixed rate.

We continue to monitor the impact of these trends on the payment performance of our customers.

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Impairment expense — — 477 — NM (477) (100) %

(Gain) loss on disposal group held for sale (25) 1,087 — (1,112) (102) % 1,087 NM

(Gain) loss on disposal group held for sale — (25) 1,087 25 (100) % (1,112) (102) %

Depreciation and amortization 12,919 12,818 13,651 101 1 % (833) (6) %

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Net cash used in investing activities (9,072) (5,829) (12,359) (3,243) 56 % 6,530 (53) %

Net cash (used in) provided by financing activities (12,097) (6,451) 1,709 (5,646) 88 % (8,160) (477) %

Net cash used in financing activities (12,815) (12,097) (6,451) (718) 6 % (5,646) 88 %

Non-GAAP Financial Measures

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For a discussion and analysis of the year ended December 31, 2023, compared to the same period in 2022, please refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations included in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 2, 2024.

Total revenues decreased $1.0 billion, or 1%.

Total revenues increased $2.8 billion, or 4%.

The components of these changes are discussed below.

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See “Postpaid ARPA” in the “ Performance Measures ” section of this MD&A.

Prepaid revenues decreased slightly, primarily from:

Prepaid revenues increased $632 million, or 6%, primarily from:

• Higher average prepaid customers, primarily from the prepaid customers acquired through the Ka’ena Acquisition;

partially offset by

• Lower prepaid ARPU.

See “Prepaid ARPU” in the “ Performance Measures ” section of this MD&A.

mostly offset by

• Higher average prepaid customers.

Wholesale and other service revenues decreased $765 million, or 14%, primarily from:

Wholesale and other service revenues decreased $1.3 billion, or 28%, primarily from:

• Lower MVNO revenues, including the impact from the Ka’ena Acquisition, and lower DISH and TracFone MVNO revenue;

• Lower Affordable Connectivity Program and Lifeline revenues;

• Lower Wireline revenues due to the sale of the Wireline Business on May 1, 2023.

See Note 14 - Wireline of the Notes to the Consolidated Financial Statements for additional information;

• Lower MVNO revenues, primarily due to the migration of legacy TracFone customers off of the T-Mobile network and as DISH services more of its Boost customers with their standalone network, partially offset by growth in other MVNO partners.

Equipment revenues decreased $3.0 billion, or 17%, primarily from:

• A decrease of $1.5 billion in device sales revenue, excluding purchased leased devices, primarily from:

• A decrease in the number of devices sold, primarily driven by higher postpaid upgrades in the prior year period related to facilitating the migration of Sprint customers to the T-Mobile network and longer device lifecycles, as well as lower prepaid and Assurance Wireless device sales;

Equipment revenues increased slightly, primarily from:

• An increase of $627 million in liquidation revenue, primarily due to a higher number of liquidated devices, including the impact from the transition of certain device recovery programs from external sources to in-house processing;

mostly offset by

• A decrease of $231 million in device sales revenue, excluding purchased leased devices, primarily from:

• A net decrease in the total number of devices sold, driven by lower Assurance Wireless and prepaid devices, partially offset by higher postpaid devices;

partially offset by

• Slightly higher average revenue per device sold, primarily driven by an increase in the high-end phone mix, including from the impact of a decrease in sales of low-end Assurance Wireless devices, and higher promotions in the prior year period, which included promotions for Sprint customers to facilitate the migration to the T-Mobile network;

• A decrease of $1.1 billion in lease revenues and a decrease of $228 million in customer purchases of leased devices, primarily due to a lower number of customer devices under lease as a result of the continued strategic shift in device financing from leasing to EIP;

• A decrease of $286 million in accessory revenue, primarily due to a decrease in the number of associated devices sold.

Other revenues increased $61 million, or 5%, primarily from:

• Higher interest income driven by higher imputed interest rates on EIP, which is recognized over the device financing term.

Total operating expenses decreased $8.7 billion, or 12%.

• Higher average revenue per device sold, net of promotions, primarily driven by an increase in the high-end phone mix;

• A decrease of $219 million in lease revenues, primarily due to a lower number of customer devices under lease as a result of the continued strategic shift in device financing from leasing to EIP.

Other revenues decreased $220 million, or 19%, primarily from the transition of certain device recovery programs from external sources to in-house processing, resulting in a change in presentation from Other revenues to Equipment revenues.

Total operating expenses decreased $902 million, or 1%.

The components of this change are discussed below.

Cost of services , exclusive of depreciation and amortization, decreased $3.0 billion, or 21%, primarily from:

• A decrease of $2.0 billion in Merger-related costs related to network decommissioning and integration as the majority of our decommissioning efforts were completed in 2022;

• Higher realized Merger synergies;

Cost of services , exclusive of depreciation and amortization, decreased $884 million, or 8%, primarily from:

• A decrease of $472 million in Merger-related costs related to network decommissioning and integration;

• Lower costs due to the sale of the Wireline Business on May 1, 2023;

See Note 14 – Wireline of the Notes to the Consolidated Financial Statements for additional information;

• Lower employee costs, primarily due to reduced headcount;

• $141 million of severance and related costs associated with the August 2023 workforce reduction recognized in the prior year;

• Higher Merger synergies;

partially offset by

• $141 million of severance and related costs associated with the August 2023 workforce reduction;

• Higher site costs related to the continued build-out of our nationwide 5G network.

Cost of equipment sales , exclusive of depreciation and amortization, decreased $3.0 billion, or 14%, primarily from:

• A decrease of $2.7 billion in device cost of equipment sales, excluding purchased leased devices, primarily from:

Cost of equipment sales , exclusive of depreciation and amortization, increased $349 million, or 2%, primarily from:

• An increase of $457 million in liquidation costs, primarily due to a higher number of liquidated devices, including the impact from the transition of certain device recovery programs from external sources to in-house processing;

partially offset by

• Slightly higher average cost per device sold driven by an increase in the high-end phone mix, including from the impact of a decrease in sales of low-end Assurance Wireless devices;

• A decrease of $132 million in accessory costs, primarily due to a decrease in the number of associated devices sold.

• Cost of equipment sales for the year ended December 31, 2023, included $12 million of Merger-related recoveries, compared to $1.5 billion of Merger-related costs for the year ended December 31, 2022.

Selling, general and administrative expense decreased slightly, primarily from:

• A decrease of $381 million in Merger-related costs and higher realized Merger synergies;

• Lower legal-related expenses, including from the impact of $400 million recognized in June 2022 associated with the settlement of certain litigation resulting from the August 2021 cyberattack;

• Lower costs related to outsourced functions;

• A decrease of $177 million in bad debt expense and losses from sales of receivables;

mostly offset by

• $321 million of severance and related costs associated with the August 2023 workforce reduction;

• Higher commission amortization expense;

• Higher advertising expense;

• Gains from the sale of certain IP addresses held by the Wireline Business of $121 million recognized during the year ended December 31, 2022.

• Selling, general and administrative expense for the year ended December 31, 2023, included $394 million of Merger-related costs, which were net of legal settlement gains of $134 million, compared to $775 million of Merger-related costs for the year ended December 31, 2022, which were net of legal settlement gains of $333 million.

Impairment expense was $477 million for the year ended December 31, 2022, due to the non-cash impairment of certain Wireline Property and equipment, Operating lease right-of-use assets and Other intangible assets.

There was no impairment expense for the year ended December 31, 2023.

See Note 14 – Wireline of the Notes to the Consolidated Financial Statements for additional information.

(Gain) loss on disposal group held for sale was a gain of $25 million for the year ended December 31, 2023, and a loss of $1.1 billion for the year ended December 31, 2022.

See Note 14 – Wireline of the Notes to the Consolidated Financial Statements for additional information.

Depreciation and amortization decreased $833 million, or 6%, primarily from:

• A decrease of $959 million in depreciation expense on leased devices, resulting from a lower number of total customer devices under lease;

• Certain 4G-related network assets becoming fully depreciated, including assets impacted by the decommissioning of the legacy Sprint CDMA and LTE networks in 2022;

• A decrease of $81 million in device cost of equipment sales, excluding purchased leased devices, primarily from:

• A net decrease in the total number of devices sold, driven by lower Assurance Wireless and prepaid devices, partially offset by higher postpaid devices;

partially offset by

• Higher depreciation expense, excluding leased devices, from the continued build-out of our nationwide 5G network and increased in-service internally developed and purchased software.

• Higher average cost per device sold, primarily driven by an increase in the high-end phone mix.

Selling, general and administrative expenses decreased $493 million, or 2%, primarily from:

• A decrease of $453 million in Merger-related costs, including the $100 million gain recognized during the year ended December 31, 2024, for the extension fee previously paid by DISH associated with the DISH License Purchase Agreement;

• $321 million of severance and related costs associated with the August 2023 workforce reduction recognized in the prior year;

• $202 million of gains associated with the closing of certain spectrum exchange transactions and $105 million of legal-related insurance recoveries recognized during the year ended December 31, 2024;

• Higher Merger synergies;

partially offset by

• Higher costs as a result of the Ka’ena Acquisition;

• Higher advertising expenses.

Gain on disposal group held for sale was $25 million for the year ended December 31, 2023, related to the sale of the Wireline Business on May 1, 2023.

There was no gain or loss on disposal group held for sale for the year ended December 31, 2024.

Depreciation and amortization increased slightly, primarily from higher depreciation expense from the acceleration of certain technology assets in the first half of 2024 as we continue to modernize our network, technology systems and platforms and from the continued build-out of our nationwide 5G network.

Operating income , the components of which are discussed above, increased $3.7 billion, or 26%.

Interest expense, net decreased slightly, primarily from:

• Higher interest income, primarily due to higher average balances and higher average interest rates on short-term cash equivalents;

• Higher capitalized interest, primarily driven by deployment activities associated with our C-band spectrum licenses;

mostly offset by

Interest expense, net increased slightly, primarily from:

• Higher interest expense, primarily due to higher average debt outstanding and a higher average effective interest rate;

Other income (expense), net changed $101 million, from net expense of $33 million for the year ended December 31, 2022, to net income of $68 million for the year ended December 31, 2023, primarily from:

• Amortization of actuarial gains related to our Pension Plan;

• Gains on certain investments.

mostly offset by

• Higher interest income, primarily due to higher average balances and higher average interest rates on short-term cash equivalents.

Other income, net increased $45 million, or 66%, primarily from the $80 million gain recognized during the year ended December 31, 2024, associated with the partial settlement of the Sprint Retirement Pension Plan retiree obligations.

See Note 13 – Employee Compensation and Benefit Plans for additional information.

Income before income taxes , the components of which are discussed above, was $14.7 billion and $11.0 billion for the years ended December 31, 2024 and 2023, respectively.

Income tax expense increased $2.1 billion, primarily from:

Income tax expense increased $691 million, or 26%, primarily from:

• Higher income before income taxes;

• Tax benefits recognized during the year ended December 31, 2022, associated with certain entity restructuring, that did not impact 2023.

partially offset by

• An increase in tax benefits from adjustments to certain tax reserves;

• Net tax benefits recognized from a remeasurement of deferred tax assets and liabilities in certain state jurisdictions.

Our effective tax rate was 22.9% and 24.4% for the years ended December 31, 2024 and 2023, respectively.

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Net income included:

• Merger-related costs, net of tax, of $775 million for the year ended December 31, 2023, compared to $3.7 billion for the year ended December 31, 2022.

• Gain on disposal group held for sale of $19 million, net of tax, for the year ended December 31, 2023, compared to a loss on disposal group held for sale of $815 million, net of tax, for the year ended December 31, 2022.

• Impairment expense of $358 million, net of tax, for the year ended December 31, 2022, compared to no impairment expense for the year ended December 31, 2023.

• Merger-related costs, net of Merger-related gain and tax, of $91 million for the year ended December 31, 2024, compared to Merger-related costs, net of tax, of $775 million for the year ended December 31, 2023.

• Severance and related costs associated with the August 2023 workforce reduction of $347 million, net of tax, for the year ended December 31, 2023.

• Legal-related recoveries, net, associated with the settlement of certain litigation resulting from the August 2021 cyberattack, of $32 million for the year ended December 31, 2023, compared to $293 million in Legal-related expenses, net, for the year ended December 31, 2022.

Guarantor Financial Information

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will be automatically and unconditionally released if, immediately following such release and any concurrent releases of other guarantees, the aggregate principal amount of indebtedness of non-guarantor subsidiaries (other than certain specified subsidiaries) would not exceed $2.0 billion.

The indentures, supplemental indentures and credit agreements governing the long-term debt contain covenants that, among other things, limit the ability of the Issuers or borrowers and the Guarantor Subsidiaries to incur more debt, create liens or other encumbrances, and merge, consolidate or sell, or otherwise dispose of, substantially all of their assets.

The indentures, supplemental indentures and credit agreements governing the long-term debt contain covenants that, among other things, limit the ability of the Issuers or borrowers and the Guarantor Subsidiaries to incur more debt, create liens or other encumbrances, and to merge, consolidate or sell, or otherwise dispose of, substantially all of their assets.

Basis of Presentation

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Noncurrent liabilities (1)

122,934 128,197

Due to non-guarantors (1)

Due to related parties 2,098 1,576

(1) The decrease in Noncurrent liabilities and Due to non-guarantors was primarily driven by the impact of certain intercompany settlements during the year ended December 31, 2024.

The summarized results of operations information for the consolidated obligor group of debt issued by T-Mobile USA, Inc.

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Operating income 14,463 10,707

Net income (loss) 4,766 (572)

Net income 8,360 4,766

Revenue from non-guarantors 2,619 2,393

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Noncurrent liabilities (1)

96,145 110,688

Due to non-guarantors (1)

21,371 41,805

Due to related parties 2,098 1,576

(1) The decrease in Noncurrent liabilities and Due to non-guarantors was primarily driven by the impact of certain intercompany settlements during the year ended December 31, 2024.

The summarized results of operations information for the consolidated obligor group of debt issued by Sprint is presented in the table below:

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Operating loss (3,628) (3,197)

Net (loss) income (1)

(7,629) 2,471

Other (expense) income, net, (to) from non-guarantors (2,005) 525

(1) Net income for the year ended December 31, 2022, includes tax benefits recognized associated with certain entity restructuring.

Net loss (8,101) (7,629)

Other expense, net, to non-guarantors (584) (2,005)

The summarized balance sheet information for the consolidated obligor group of debt issued by Sprint Capital Corporation is presented in the table below:

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Noncurrent liabilities (1)

92,278 106,881

Due to non-guarantors (1)

Due from non-guarantors — 5,066

12,318 32,706

Due to related parties 2,098 1,576

(1) The decrease in Noncurrent liabilities and Due to non-guarantors was primarily driven by the impact of certain intercompany settlements during the year ended December 31, 2024.

The summarized results of operations information for the consolidated obligor group of debt issued by Sprint Capital Corporation is presented in the table below:

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Operating loss (3,628) (3,197)

Net (loss) income (1)

(7,491) 2,604

Other (expense) income, net, (to) from non-guarantors (1,489) 941

(1) Net income for the year ended December 31, 2022, includes tax benefits recognized associated with certain entity restructuring.

Net loss (8,041) (7,491)

Other expense, net, to non-guarantors (257) (1,489)

Performance Measures

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(1) Customers impacted by the decommissioning of the legacy Sprint CDMA and LTE and T-Mobile UMTS networks have been excluded from our postpaid account base resulting in the removal of 57,000 postpaid accounts in the first quarter of 2022 and 69,000 postpaid accounts in the second quarter of 2022.

(2) In the first quarter of 2021, we acquired 4,000 postpaid accounts through our acquisition of an affiliate.

In the third quarter of 2021, we acquired 270,000 postpaid accounts through our acquisition of the Wireless Assets of Shentel.

Postpaid Net Account Additions

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Postpaid net account additions 1,097 1,271 1,436 (174) (14) % (165) (11) %

Postpaid net account additions decreased 165,000, or 11%, primarily from:

• Continued moderation of industry growth;

• Higher postpaid account deactivations from a growing customer base;

• Fewer High Speed Internet only net account additions.

Postpaid net account additions decreased 174,000, or 14%, for the year ended December 31, 2024, primarily from fewer High Speed Internet only additions.

A customer is generally defined as a SIM number with a unique T-Mobile identifier which is associated with an account that generates revenue.

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Postpaid phone customers 79,013 75,936 72,834 3,077 4 % 3,102 4 %

75,936 72,834 70,262 3,102 4 % 2,572 4 %

Postpaid other customers 25,105 22,116 19,398 2,989 14 % 2,718 14 %

22,116 19,398 17,401 2,718 14 % 1,997 11 %

Total postpaid customers 104,118 98,052 92,232 6,066 6 % 5,820 6 %

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Adjustments to customers (1) (2)

170 (1,878) 818 2,048 (109) % (2,696) (330) %

3,504 170 (1,878) 3,334 NM 2,048 (109) %

(1) In the second quarter of 2024, we acquired 3,504,000 prepaid customers through the Ka’ena Acquisition, which includes the impact of certain base adjustments to align the policies of Ka’ena and T-Mobile.

(2) Customers impacted by the decommissioning of the legacy Sprint CDMA and LTE and T-Mobile UMTS networks have been excluded from our customer base resulting in the removal of 212,000 postpaid phone customers and 349,000 postpaid other customers in the first quarter of 2022 and 284,000 postpaid phone customers, 946,000 postpaid other customers and 28,000 prepaid customers in the second quarter of 2022.

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Certain customers now serviced through reseller contracts were removed from our reported postpaid customer base resulting in the removal of 42,000 postpaid phone customers and 20,000 postpaid other customers in the second quarter of 2022.

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

In the third quarter of 2021, we acquired 716,000 postpaid phone customers and 90,000 postpaid other customers through our acquisition of the Wireless Assets from Shentel.

NM - Not meaningful

High Speed Internet customers included in Postpaid other customers were 5,742,000 and 4,288,000 as of December 31, 2024 and 2023, respectively.

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Adjustments to customers (1) (2)

Total net customer additions decreased 825,000, or 12%, primarily from:

• Lower postpaid other net customer additions, primarily due to

• Deactivations from mobile internet devices in the educational sector that were originally activated during the Pandemic and no longer needed, including from the impact of the expiration of the Emergency Connectivity Fund Program;

3,504 170 (1,878) 3,334 NM 2,048 (109) %

In the fourth quarter of 2023, we recognized an additional base adjustment to increase postpaid phone customers by 20,000 and increase postpaid other customers by 150,000 due to fewer customers than expected whose service was deactivated as a result of the network shut-downs.

In connection with our acquisition of companies, we included a base adjustment in the first quarter of 2022 to increase postpaid phone customers by 17,000 and reduce postpaid other customers by 14,000.

NM - Not meaningful

Total net customer additions increased 392,000, or 7%, primarily from:

• Higher postpaid other net customer additions, primarily due to

• Higher net additions from mobile internet devices, primarily due to higher prior year deactivations of lower ARPU mobile internet devices in the educational sector that were activated during the COVID-19 pandemic and no longer needed;

• Higher net additions from other connected devices;

partially offset by

• Lower net additions from wearables;

• Lower net additions from High Speed Internet, primarily driven by increased deactivations from a growing customer base, partially offset by a lower churn rate;

partially offset by

• Higher net additions from other connected devices;

• Higher High Speed Internet net customer additions, primarily due to continued growth in gross additions driven by increasing customer demand, partially offset by increased deactivations from a growing customer base;

• Lower prepaid net customer additions, primarily due to continued moderation of industry growth and continued industry migration of prepaid to postpaid, partially offset by growth in High Speed Internet.

• Lower prepaid net customer additions, primarily driven by continued moderation of prepaid industry growth and lower net additions from High Speed Internet, partially offset by higher net additions following the Ka’ena Acquisition.

• High Speed Internet net customer additions included in postpaid other net customer additions were 1,454,000 and 1,878,000 for the years ended December 31, 2024 and 2023, respectively.

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Prepaid churn 2.73 % 2.76 % 2.77 % -3 bps -1 bps

Postpaid phone churn decreased 1 basis point, primarily from improved customer retention driven by a differentiated value proposition and network experience.

Prepaid churn decreased 1 basis point, primarily from improved customer retention, partially offset by the continued industry migration of prepaid to postpaid.

Postpaid phone churn decreased 1 basis point, primarily from improved customer retention, including the benefits of a differentiated value proposition and network experience.

Prepaid churn decreased 3 basis points, primarily from improved customer retention.

Postpaid Average Revenue Per Account

Postpaid ARPA represents the average monthly postpaid service revenue earned per account.

Postpaid Average Revenue per Account (“ARPA”) represents the average monthly postpaid service revenue earned per account.

Postpaid ARPA is calculated as Postpaid revenues for the specified period divided by the average number of postpaid accounts during the period, further divided by the number of months in the period.

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Postpaid ARPA $ 143.85 $ 139.27 $ 137.43 $ 4.58 3 % $ 1.84 1 %

Postpaid ARPA increased slightly, primarily from:

• Higher premium services, primarily high-end rate plans, net of contra-revenue for content included in such plans, and discounts for specific affinity groups, such as 55+, Military and First Responder;

• An increase in customers per account, including growth in Enterprise business and continued adoption of High Speed Internet;

Postpaid ARPA increased $4.58, or 3%, primarily from:

• Higher premium services, primarily high-end rate plans, net of contra-revenues for content included in such plans, and discounts for specific affinity groups, such as 55+, military and first responders;

• An increase in customers per account, including continued adoption of High Speed Internet;

• The impact from rate plan optimizations;

partially offset by

• Increased promotional activity;

• An increase in High Speed Internet only accounts.

• An increase in total High Speed Internet only accounts.

Average Revenue Per User

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Postpaid Phone ARPU

Postpaid phone ARPU was relatively flat, primarily from:

Postpaid phone ARPU increased slightly, primarily from:

• The impact from rate plan optimizations;

mostly offset by

• Increased promotional activity.

• Growth in business with lower ARPU given larger account sizes.

Prepaid ARPU decreased $0.84, or 2%, primarily from dilution from promotional rate plan mix.

Prepaid ARPU decreased $1.86, or 5%, primarily from the inclusion of lower ARPU prepaid customers associated with the Ka’ena Acquisition.

Adjusted EBITDA and Core Adjusted EBITDA

Adjusted EBITDA represents earnings before Interest expense, net of Interest income, Income tax expense, Depreciation and amortization, stock-based compensation and certain income and expenses not reflective of our ongoing operating performance.

Adjusted EBITDA represents earnings before Interest expense, net of Interest income, Income tax expense, Depreciation and amortization, stock-based compensation and certain expenses, gains and losses, which are not reflective of our ongoing operating performance (“Special Items”).

Special Items include Merger-related costs, (gain) loss on disposal groups held for sale, certain legal-related recoveries and expenses, restructuring costs not directly attributable to the Merger (including severance), and other non-core gains and losses.

Core Adjusted EBITDA represents Adjusted EBITDA less device lease revenues.

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Core Adjusted EBITDA margin represents Core Adjusted EBITDA divided by Service revenues.

Adjusted EBITDA, Adjusted EBITDA margin, Core Adjusted EBITDA and Core Adjusted EBITDA margin are non-GAAP financial measures utilized by our management to monitor the financial performance of our operations.

Adjusted EBITDA, Adjusted EBITDA margin, Core Adjusted EBITDA and Core Adjusted EBITDA margin are non-GAAP financial measures utilized by our management, including our chief operating decision maker, to monitor the financial performance of our operations and allocate resources of the Company as a whole.

We historically used Adjusted EBITDA, and we currently use Core Adjusted EBITDA internally as a measure to evaluate and compensate our personnel and management for their performance.

We use Adjusted EBITDA and Core Adjusted EBITDA as benchmarks to evaluate our operating performance in comparison to our competitors.

Management believes analysts and investors use Adjusted EBITDA and Core Adjusted EBITDA as supplemental measures to evaluate overall operating performance and to facilitate comparisons with other wireless communications services companies because they are indicative of our ongoing operating performance and trends by excluding the impact of interest expense from financing, non-cash depreciation and amortization from capital investments, stock-based compensation, Merger-related costs, including network decommissioning costs, impairment expense, loss and gain on disposal groups held for sale and certain legal-related recoveries and expenses, as well as other special income and expenses, including severance and related costs associated with the August 2023 workforce reduction, which are not reflective of our core business activities.

Management believes analysts and investors use Core Adjusted EBITDA because it normalizes for the transition in the Company’s device financing strategy, by excluding the impact of device lease revenues from Adjusted EBITDA, to align with the exclusion of the related depreciation expense on leased devices from Adjusted EBITDA.

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Merger-related costs (2)

121 1,034 4,969 (913) (88) % (3,935) (79) %

Impairment expense — — 477 — NM (477) (100) %

Legal-related (recoveries) expenses, net (3)

(42) 391 — (433) (111) % 391 NM

(Gain) loss on disposal group held for sale (25) 1,087 — (1,112) (102) % 1,087 NM

(89) (42) 391 (47) 112 % (433) (111) %

(Gain) loss on disposal group held for sale — (25) 1,087 25 (100) % (1,112) (102) %

Other, net (4)

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Additionally, certain stock-based compensation expenses associated with the Transactions have been included in Merger-related costs.

(2) Merger-related costs, for the year ended December 31, 2024, includes the $100 million gain recognized for the extension fee previously paid by DISH associated with the DISH License Purchase Agreement.

(3) Legal-related (recoveries) expenses, net, consists of the settlement of certain litigation associated with the August 2021 cyberattack and is presented net of insurance recoveries.

(3) Other, net, primarily consists of certain severance, restructuring and other expenses and income not directly attributable to the Merger which are not reflective of T-Mobile’s core business activities (“special items”) and are, therefore, excluded from Adjusted EBITDA and Core Adjusted EBITDA.

(4) Other, net, primarily consists of certain severance, restructuring and other expenses, gains and losses, not directly attributable to the Merger, which are not reflective of T-Mobile’s core business activities and are, therefore, excluded from Adjusted EBITDA and Core Adjusted EBITDA.

Other, net, for the year ended December 31, 2023, includes $462 million of severance and related costs associated with the August 2023 workforce reduction.

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• Higher Total service revenues;

• Lower Cost of equipment sales, excluding Merger-related costs;

• Lower Cost of services, excluding Merger-related costs and other special items, such as severance and related costs associated with the August 2023 workforce reduction;

• Higher Equipment revenues, excluding lease revenues;

• Lower Cost of services, excluding Special Items;

partially offset by

• Lower Equipment revenues, excluding lease revenues.

Adjusted EBITDA increased $1.6 billion, or 6%, for the year ended December 31, 2023, primarily due to the fluctuations in Core Adjusted EBITDA, discussed above, partially offset by lower lease revenues, which decreased $1.1 billion for the year ended December 31, 2023.

• Higher Selling, general and administrative expenses, excluding Special Items;

• Higher Cost of equipment sales, excluding Special Items.

Adjusted EBITDA increased $2.4 billion, or 8%, for the year ended December 31, 2024, primarily due to the fluctuations in Core Adjusted EBITDA, discussed above, partially offset by lower lease revenues, which decreased $219 million for the year ended December 31, 2024.

Liquidity and Capital Resources

Our principal sources of liquidity are our cash and cash equivalents and cash generated from operations, proceeds from issuance of debt, financing leases, the sale of certain receivables, the Revolving Credit Facility (as defined below) and, beginning in July 2023, an unsecured short-term commercial paper program.

Further, the incurrence of additional indebtedness may inhibit our

ability to incur new debt in the future to finance our business strategy under the terms governing our existing and future indebtedness.

Our principal sources of liquidity are our cash and cash equivalents and cash generated from operations, proceeds from issuance of debt, financing leases, the sale of certain receivables, the Revolving Credit Facility and an unsecured short-term commercial paper program.

Further, the incurrence of additional indebtedness may inhibit our ability to incur new debt in the future to finance our business strategy under the terms governing our existing and future indebtedness.

The following is a condensed schedule of our cash flows:

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Net cash used in investing activities (9,072) (5,829) (12,359) (3,243) 56 % 6,530 (53) %

Net cash (used in) provided by financing activities (12,097) (6,451) 1,709 (5,646) 88 % (8,160) (477) %

Net cash used in financing activities (12,815) (12,097) (6,451) (718) 6 % (5,646) 88 %

Operating Activities

Net cash provided by operating activities increased $3.7 billion, or 20%, primarily from:

• A $5.8 billion increase in Net income, adjusted for non-cash income and expense;

partially offset by

• A $4.0 billion increase in net cash outflows from changes in working capital, primarily due to higher use of cash from Accounts payable and accrued liabilities, Operating lease right-of-use assets, Other current and long-term liabilities, Short- and long-term operating lease liabilities and Inventory, partially offset by lower use of cash from Equipment installment plan receivables and Other current and long-term assets.

• Net cash provided by operating activities includes the impact of $2.0 billion and $3.4 billion in net payments for Merger-related costs for the years ended December 31, 2023 and 2022, respectively.

• A $3.7 billion increase in Net income, adjusted for non-cash income and expenses;

• A $49 million decrease in net cash outflows from changes in working capital, primarily due to lower use of cash from Accounts receivable and Other current and long-term liabilities, partially offset by higher use of cash from Accounts payable and accrued liabilities, Equipment installment plan receivables and Operating lease right-of-use assets.

• Net cash provided by operating activities includes the impact of $767 million and $2.0 billion in net payments for Merger-related costs for the years ended December 31, 2024 and 2023, respectively.

Investing Activities

Net cash used in investing activities decreased $6.5 billion, or 53%.

Net cash used in investing activities increased $3.2 billion, or 56%.

The use of cash was primarily from:

• $9.8 billion in Purchases of property and equipment, including capitalized interest, from the accelerated build-out of our nationwide 5G network;

• $1.0 billion in Purchases of spectrum licenses and other intangible assets, primarily from relocation costs associated with our C-band spectrum licenses acquired in Auction 107;

• $8.8 billion in Purchases of property and equipment, including capitalized interest, from the continued build-out of our nationwide 5G network;

• $3.5 billion in Purchases of spectrum licenses and other intangible assets, including deposits, primarily for the 600 MHz licenses purchased from Channel 51 License Co LLC and LB License Co, LLC (see Note 7 – Goodwill, Spectrum License Transactions and Other Intangible Assets of the Notes to the Consolidated Financial Statements);

• $373 million of cash consideration, net of cash acquired, related to the Ka’ena Acquisition;

partially offset by

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Financing Activities

Net cash used in financing activities increased $5.6 billion, or 88%.

Net cash used in financing activities increased $718 million, or 6%.

The use of cash was primarily from:

1 unchanged sentence

• $5.1 billion in Repayments of long-term debt;

• $3.3 billion in Dividends on common stock;

• $1.4 billion in Repayments of financing lease obligations;

• $747 million in Dividends on common stock ;

• $269 million in Tax withholdings on share-based awards;

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Adjusted Free Cash Flow

Adjusted Free Cash Flow represents Net cash provided by operating activities less cash payments for Purchases of property and equipment, plus Proceeds from sales of tower sites and Proceeds related to beneficial interests in securitization transactions and less Cash payments for debt prepayment or debt extinguishment costs.

Adjusted Free Cash Flow is a non-GAAP financial measure utilized by management, investors and analysts of our financial information to evaluate cash available to pay debt, repurchase shares, pay dividends and provide further investment in the business.

Starting in the first quarter of 2023, we renamed Free Cash Flow to Adjusted Free Cash Flow.

This change in name did not result in any change to the definition or calculation of this non-GAAP financial measure.

Adjusted Free Cash Flow margin is calculated as Adjusted Free Cash Flow divided by Service revenues.

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Proceeds related to beneficial interests in securitization transactions 3,579 4,816 4,836 (1,237) (26) % (20) — %

Cash payments for debt prepayment or debt extinguishment costs — — (116) — — % 116 (100) %

Adjusted Free Cash Flow $ 17,032 $ 13,586 $ 7,656 $ 3,446 25 % $ 5,930 77 %

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Adjusted Free Cash Flow margin (Adjusted Free Cash Flow divided by Service revenues) 26 % 21 % 12 % 500 bps 900 bps

Adjusted Free Cash Flow increased $5.9 billion, or 77%, primarily impacted by the following:

Adjusted Free Cash Flow increased $3.4 billion, or 25%, for the year ended December 31, 2024, primarily from:

• Higher Net cash provided by operating activities, as described above;

• Lower Cash purchases of property and equipment, including capitalized interest, driven by increased capital efficiencies from accelerated investments in our nationwide 5G network in 2022.

• Adjusted Free Cash Flow includes the impact of $2.0 billion and $3.4 billion in net payments for Merger-related costs for the years ended December 31, 2023 and 2022, respectively.

• Lower Cash purchases of property and equipment, including capitalized interest, driven by increased capital efficiencies from accelerated investments in our nationwide 5G network in previous years;

partially offset by

• Lower Proceeds related to beneficial interests in securitization transactions, which were offset in Net cash provided by operating activities.

• Adjusted Free Cash Flow includes the impact of $767 million and $2.0 billion for the years ended December 31, 2024 and 2023, respectively, in net payments for Merger-related costs.

During the years ended December 31, 2024 and 2023, there were no significant net cash proceeds from securitization.

On October 22, 2024, we executed amendments (the “Pledge Amendments”) to the EIP Sale Arrangement and the Service Receivable Sale Arrangement (as discussed in Note 5 – Sales of Certain Receivables of the Notes to the Consolidated Financial Statements).

Following the effective date of the Pledge Amendments of November 1, 2024, all cash proceeds associated with the sale of such receivables, a portion of which, prior to November 1, 2024, were recognized as Proceeds related to beneficial interests in securitization transactions within Net cash used in investing activities on our Consolidated Statements of Cash Flows, were recognized as operating cash flows.

The Pledge Amendments did not have a net impact on Adjusted Free Cash Flow.

Borrowing Capacity

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As of December 31, 2024, there was no outstanding balance under the Revolving Credit Facility.

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.

We maintain 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 December 31, 2024, there was no outstanding balance under this program.

For more information regarding our Revolving Credit Facility and commercial paper program, see Note 8 - Debt of the Notes to the Consolidated Financial Statements.

Debt Financing

As of December 31, 2024, our total debt and financing lease liabilities were $80.6 billion, excluding our tower obligations, of which $74.2 billion was classified as long-term debt and $1.2 billion was classified as long-term financing lease liabilities.

During the year ended December 31, 2023, we issued long-term debt for net proceeds of $8.4 billion and redeemed and repaid short-term debt with an aggregate principal amount of $5.1 billion.

Subsequent to December 31, 2023, on January 12, 2024, we issued $1.0 billion of 4.850% Senior Notes due 2029, $1.3 billion of 5.150% Senior Notes due 2034 and $750 million of 5.500% Senior Notes due 2055.

During the year ended December 31, 2024, we issued long-term debt for net proceeds of $8.6 billion and repaid short-term debt with an aggregate principal amount of $5.1 billion.

For more information regarding our debt financing transactions, see Note 9 – Debt of the Notes to the Consolidated Financial Statements.

Spectrum Auctions

In March 2021, the FCC announced that we were the winning bidder of 142 licenses in Auction 107 (C-band spectrum) for an aggregate purchase price of $9.3 billion, excluding relocation costs.

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.

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We paid the FCC the remaining $239 million for the licenses won in the auction in September 2022.

The timing of when the licenses will be issued will be determined by the FCC after all post-auction procedures have been completed, which has been delayed due to the suspension of auction authority to the FCC by Congress.

In December 2023, Congress passed the 5G Spectrum Authority Licensing Enforcement (SALE) Act, which gives the FCC temporary authority to grant licenses from previous auctions.

As a result, we expect the Auction 108 licenses to be issued in the first quarter of 2024.

On February 29, 2024, the FCC issued to us the licenses won in Auction 108, and substantially all of these licenses were deployed in March 2024.

For more information regarding our spectrum licenses, see Note 7 – Goodwill, Spectrum License Transactions and Other Intangible Assets of the Notes to the Consolidated Financial Statements.

License Purchase Agreements

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.

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 (together with Channel 51 License Co LLC, the “Sellers”) in exchange for total cash consideration of $3.5 billion.

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 bifurcate 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.

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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 FCC approved the purchase of the first tranche on December 29, 2023, and we expect the closing of the first tranche to occur in the second quarter of 2024.

We anticipate that the second closing (on the deferred licenses) will occur in late 2024 or early 2025.

The FCC approved the purchase of the first tranche on December 29, 2023.

The first tranche closed on June 24, 2024, and the associated payment of $2.4 billion was made on August 5, 2024.

The FCC approved the purchase of the Dallas licenses included in the second tranche on October 22, 2024.

The purchase of the Dallas licenses closed on December 6, 2024, and the associated payment of $541 million was made on the same day.

We anticipate that the remaining deferred licenses from the second tranche of $604 million will close in 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.

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The licenses are subject to an exclusive leasing arrangement between us and Comcast entered into contemporaneously with the License Purchase Agreement.

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.

We anticipate the closing will occur in the first half of 2028.

For more information regarding our License Purchase Agreements, see Note 6 – Goodwill, Spectrum License Transactions and Other Intangible Assets of the Notes to the Consolidated Financial Statements.

On September 10, 2024, we entered into a License Purchase Agreement with N77 License Co LLC (“Buyer”), pursuant to which Buyer has the option to purchase all or a portion of our remaining 3.45 GHz spectrum licenses in exchange for a range of cash consideration, with the specific licenses sold to be determined based upon the amount of committed financing raised by Buyer.

As of December 31, 2024 and 2023, the licenses subject to the License Purchase Agreement were held at cost of $2.7 billion in Spectrum licenses on our Consolidated Balance Sheets.

We maintain the right to terminate the License Purchase

Agreement no later than February 7, 2025, as we did not receive written notice of committed financing as of December 9, 2024, from the Buyer at or above a certain target level of cash consideration.

If we do not terminate the License Purchase Agreement, the transaction is subject to FCC approval.

Acquisition of Ka’ena Corporation

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 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 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.

On the Acquisition Date, we completed the Ka’ena Acquisition.

The total purchase price is variable, dependent upon specified performance indicators of Ka’ena, and consists of an upfront payment on the Acquisition Date and an earnout payable on August 1, 2026.

For more information regarding the Ka’ena Acquisition, see Note 2 – Business Combinations of the Notes to the Consolidated Financial Statements.

Lumos Joint Venture

On April 24, 2024, we entered into a definitive agreement with Fund VI to establish a joint venture between us and Fund VI to acquire Lumos from EQT’s predecessor fund, EQT Infrastructure III.

The arrangement is expected to close in the first half of 2025, subject to customary closing conditions and regulatory approvals.

At closing, we expect to invest approximately $950 million in the joint venture to acquire a 50% equity interest and all existing Lumos fiber customers.

The funds invested by us will be used to fund future fiber builds.

In addition, pursuant to the definitive agreement, we expect to make an additional capital contribution of approximately $500 million in 2027 or 2028 under the existing business plan.

For more information regarding the Lumos joint venture, see Note 3 – Joint Ventures of the Notes to the Consolidated Financial Statements.

Acquisition of UScellular Wireless Operations

On May 24, 2024, we entered into a securities purchase agreement with UScellular pursuant to which, among other things, we will acquire substantially all of UScellular’s wireless operations and select spectrum assets for an aggregate purchase price of approximately $4.4 billion, payable in cash and the assumption of up to $2.0 billion of debt through an exchange offer to be made to certain UScellular debtholders prior to closing.

To the extent any debtholders do not participate in the exchange, their bonds will continue as obligations of UScellular, and the cash portion of the purchase price will be correspondingly increased.

The transaction is expected to close in mid-2025, subject to customary closing conditions and receipt of certain regulatory approvals.

Following the closing of the transaction, UScellular will retain ownership of its other spectrum, as well as its towers.

Subject to the closing of the transaction, we will enter into a 15-year master license agreement to lease space on at least 2,100 towers being retained and to extend our tenancy term on approximately 600 towers where we are already leasing space from UScellular for 15 years post-closing.

We estimate the incremental future minimum lease payments associated with the master license agreement will be $1.4 billion over 15 years post-closing.

Metronet Joint Venture

On July 18, 2024, we entered into a definitive agreement with KKR to establish a joint venture to acquire Metronet.

This arrangement is expected to close in 2025, subject to customary closing conditions and regulatory approvals.

At closing, we expect to invest approximately $4.9 billion in the joint venture to acquire a 50% equity interest and all existing residential fiber customers, as well as funding the joint venture.

We do not anticipate making further capital contributions following the closing under the existing business plan.

For more information regarding the Metronet joint venture, see Note 3 – Joint Ventures of the Notes to the Consolidated Financial Statements.

Acquisition of Vistar Media Inc.

On December 20, 2024, we entered into an agreement and plan of merger for the acquisition of 100% of the outstanding capital stock of Vistar Media Inc., for a purchase price of approximately $625 million.

The purchase price is subject to certain agreed-upon working capital and other adjustments.

The acquisition is subject to certain customary closing conditions, including certain regulatory approvals, and is expected to close in the first quarter of 2025.

For more information regarding the acquisition of Vistar Media Inc., see Note 2 – Business Combinations of the Notes to the Consolidated Financial Statements.

Off-Balance Sheet Arrangements

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Excluding liquidity that could be needed for acquisitions of businesses, spectrum and other long-lived assets, or for any potential stockholder returns, we expect our principal sources of funding to be sufficient to meet our anticipated liquidity needs for business operations for the next 12 months, as well as our longer-term liquidity needs.

Our intended use of any such funds is for general corporate purposes, including for capital expenditures, spectrum purchases, opportunistic investments and acquisitions, redemption of debt, tower obligations, workforce restructuring, share repurchases, and dividend payments.

We determine future liquidity requirements for operations, capital expenditures, share repurchases and dividend payments based in large part upon projected financial and operating performance, and opportunities to acquire additional spectrum or repurchase shares.

We regularly review and update these projections for changes in current and projected financial and operating results, general economic conditions, the competitive landscape and other factors.

We have incurred, and will incur, substantial expenses to comply with the Government Commitments, and we also expect to incur all of the remaining restructuring and integration costs associated with the Merger by the first half of 2024, with the cash expenditures for the Merger-related costs extending beyond 2024.

We have incurred, and will incur, substantial expenses to comply with the Government Commitments, and we have incurred all of the remaining restructuring and integration costs associated with the Merger, with the cash expenditures for the Merger-related costs extending beyond 2024.

There are a number of additional risks and uncertainties that could cause our financial and operating results and capital requirements to differ materially from our projections, which could cause future liquidity to differ materially from our assessment.

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Capital Expenditures

Our liquidity requirements have been driven primarily by capital expenditures for spectrum licenses, the construction, expansion and upgrading of our network infrastructure and the integration of the networks, spectrum, technology, personnel and customer base of T-Mobile and Sprint.

Property and equipment capital expenditures primarily relate to the integration of our network and spectrum licenses, including acquired Sprint PCS and 2.5 GHz spectrum licenses, as we build out our nationwide

We expect a reduction in capital expenditures related to these efforts in 2024 compared to 2023.

Future capital expenditure requirements will include the deployment of our recently acquired C-band and 3.45 GHz spectrum licenses.

Our liquidity requirements for capital expenditures have been driven primarily by capital expenditures for spectrum licenses, the construction, expansion and upgrading of our network infrastructure, the integration of the networks, spectrum, technology, personnel and customer base of T-Mobile and Sprint, which is substantially complete, and investments in information technology platforms.

We expect to maintain our investment in capital expenditures related to these efforts in 2025 compared to

2024, as we continue to build out our nationwide 5G network and our digital transformation.

Future capital expenditure requirements will be primarily driven by the deployment of acquired spectrum licenses.

For more information regarding our spectrum licenses, see Note 7 – Goodwill, Spectrum License Transactions and Other Intangible Assets of the Notes to the Consolidated Financial Statements.

Stockholder Returns

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, which was utilized as of September 30, 2023.

During the nine months ended September 30, 2023, we repurchased shares of our common stock for a total purchase price of $11.0 billion, all of which were purchased under the 2022 Stock Repurchase Program.

On September 6, 2023, our Board of Directors authorized our 2023-2024 Stockholder Return Program for up to $19.0 billion that will run from October 1, 2023, through December 31, 2024.

The 2023-2024 Stockholder Return Program consists of additional repurchases of shares of our common stock and the payment of cash dividends.

During the year ended December 31, 2023, we repurchased 15,464,107 shares of our common stock at an average price per share of $144.95 for a total purchase price of $2.2 billion under the 2023-2024 Stockholder Return Program, all of which were repurchased during the three months ended December 31, 2023.

As of December 31, 2023, we had up to $16.0 billion remaining under the 2023-2024 Stockholder Return Program.

On September 25, 2023, our Board of Directors declared a cash dividend of $0.65 per share on our issued and outstanding shares of common stock, which was paid in the fourth quarter of 2023.

We intend to declare and pay approximately $3.0 billion in total additional dividends in 2024, with payments occurring each quarter during the year, beginning with the dividend declared in the first quarter of 2024.

The dividend amount paid per share is expected to grow by around 10% annually with the first increase expected in the fourth quarter of 2024;

however, the declaration and payment of all dividends is subject to the discretion of our Board of Directors and will depend on financial and legal requirements and other considerations.

On September 6, 2023, our Board of Directors authorized our 2023-2024 Stockholder Return Program of up to $19.0 billion that ran from October 1, 2023, through December 31, 2024.

The 2023-2024 Stockholder Return Program consisted of repurchases of shares of our common stock and the payment of cash dividends.

During the year ended December 31, 2024, we repurchased 59,376,922 shares of our common stock at an average price per share of $187.07 for a total purchase price of $11.1 billion, all of which were purchased under the 2023-2024 Stockholder Return Program.

During the year ended December 31, 2024, we paid an aggregate of $3.3 billion, in cash dividends to our stockholders, which was presented within Net cash used in financing activities on our Consolidated Statements of Cash Flows.

On December 13, 2024, we announced that our Board of Directors authorized our 2025 Stockholder Return Program of up to $14.0 billion that will run through December 31, 2025.

The 2025 Stockholder Return Program is expected to consist of additional repurchases of shares of our common stock and the payment of cash dividends.

The declaration and payment of all dividends is subject to the discretion of our Board of Directors and will depend on financial and legal requirements and other considerations.

The amount available under the 2025 Stockholder Return Program for share repurchases will be reduced by the amount of any cash dividends declared and paid by us.

Subsequent to December 31, 2023, on January 24, 2024, our Board of Directors declared a cash dividend of $0.65 per share on our issued and outstanding common stock, which is payable on March 14, 2024, to stockholders of record as of the close of business on March 1, 2024.

Subsequent to December 31, 2023, from January 1, 2024, through January 31, 2024, we repurchased 9,024,185 shares of our common stock at an average price per share of $162.98 for a total purchase price of $1.5 billion.

As of January 31, 2024, we had up to $14.5 billion remaining under the 2023-2024 Stockholder Return Program, less the amount to be paid pursuant to the dividends declared in the first quarter of 2024.

For additional information regarding the 2022 Stock Repurchase Program and the 2023-2024 Stockholder Return Program, see Note 13 – Stockholder Return Programs of the Notes to the Consolidated Financial Statements.

The 2025 Stockholder Return Program is the next step consistent with the Company’s capital allocation framework outlined at its recent Capital Markets Day.

As discussed at Capital Markets Day, the Company expects its business plan to support approximately $80.0 billion in investments and capital returns between September 18, 2024, and the end of 2027.

The Company currently plans to allocate such funds as follows:

• Up to $50.0 billion for share repurchases and cash dividends, which includes the 2025 Stockholder Return Program;

• Approximately $19.5 billion in a discretionary and flexible envelope for potential activities, which may include de-levering, investments in our core business, strategic investments, and/or additional capital returns to stockholders beyond the $50.0 billion initial allocation;

• Approximately $10.5 billion to complete pending transactions.

See Note 2 - Business Combinations , Note 3 - Joint Ventures and Note 7 – Goodwill, Spectrum License Transactions and Other Intangible Assets for additional information.

On November 21, 2024, our Board of Directors declared a cash dividend of $0.88 per share on our issued and outstanding common stock, which will be paid on March 13, 2025, to stockholders of record as of the close of business on February 28, 2025.

As of December 31, 2024, $1.0 billion for dividends payable is presented within Other current liabilities on our Consolidated Balance Sheets.

Subsequent to December 31, 2024, from January 1, 2025, through January 24, 2025, we repurchased 2,855,113 shares of our common stock at an average price per share of $216.03 for a total purchase price of $617 million under the 2025 Stockholder Return Program.

As of January 24, 2025, we had up to $13.4 billion remaining under the 2025 Stockholder Return Program for repurchases of shares and quarterly dividends through December 31, 2025.

For additional information regarding the 2023-2024 Stockholder Return Program and the 2025 Stockholder Return Program, see Note 1 5 – Stockholder Return Progra ms of the Notes to the Consolidated Financial Statements.

Contractual Obligations

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IP transit services liability (8)

100 183 — — 283

Total contractual obligations $ 18,363 $ 33,820 $ 31,069 $ 95,058 $ 178,310

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(4) 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 FCC approved the purchase of the first tranche, totaling $2.4 billion, on December 29, 2023.

The closing of the second tranche remains subject to regulatory approval.

Additionally, on September 12, 2023, we entered into a License Purchase Agreement to acquire spectrum in the 600 MHz band from Comcast in exchange for total cash consideration of between $1.2 billion and $3.3 billion.

The agreement remains subject to an application for FCC approval.

Total consideration for these License Purchase Agreements is excluded from our reported purchase obligations above.

(5) On March 9, 2023, we entered into the Merger and Purchase Agreement for the acquisition of 100% of the outstanding equity of Ka’ena, 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 agreement remains subject to regulatory approval, and the estimated purchase price is excluded from our reported purchase commitments above.

As of December 31, 2024, the remaining deferred licenses from the second tranche of $604 million are subject to regulatory approval and are excluded from our reported purchase commitments above.

On September 12, 2023, we entered into a License Purchase Agreement to acquire spectrum in the 600 MHz band from Comcast 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.

The agreement, as amended, remains subject to an application for FCC approval.

Total consideration for this License Purchase Agreement is excluded from our reported purchase obligations above.

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

(5) On May 1, 2024, we completed the Ka’ena Acquisition and based on the amount of the adjusted upfront payment, up to an additional $420 million in future cash and T-Mobile common stock is payable in satisfaction of the earnout and is excluded from our reported purchase commitments above.

Additionally, on May 24, 2024, we entered into a securities purchase agreement with UScellular for an aggregate purchase price of approximately $4.4 billion, payable in cash and the assumption of up to $2.0 billion of debt, as well as entered into a master license agreement with estimated minimum lease payments of $1.4 billion over 15 years post-closing.

On December 20, 2024, we entered into an agreement and plan of merger for the acquisition of 100% of the outstanding capital stock of Vistar Media Inc.

for a purchase price of approximately $625 million.

These transactions are subject to customary closing conditions and receipt of certain regulatory approvals and are excluded from our reported purchase obligations above.

See Note 2 – Business Combinations of the Notes to the Consolidated Financial Statements for further information.

(6) On April 24, 2024, we entered into a definitive agreement with Fund VI to establish a joint venture between us and Fund VI to acquire Lumos.

We expect to invest approximately $950 million in the joint venture.

In addition, pursuant to the definitive agreement, we expect to make an additional capital contribution of approximately $500 million in 2027 or 2028 under the existing business plan.

Additionally, on July 18, 2024, we entered into a definitive agreement with KKR to establish a joint venture to acquire Metronet.

At closing, we expect to invest approximately $4.9 billion in the joint venture.

These transactions are subject to customary closing conditions and regulatory approvals and are excluded from our reported purchase obligations above.

See Note 3 – Joint Ventures of the Notes to the Consolidated Financial Statements for further information.

(7) Spectrum lease agreements are typically for terms of five to 10 years with automatic renewal provisions, bringing the total term of the agreements up to 30 years.

(8) On May 1, 2023, Cogent Infrastructure, Inc.

and the Company completed the Wireline Transaction.

Under the terms of the Wireline Sale Agreement, the Company agreed to make payments 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.

For more information regarding the Wireline Transaction, see Note 1 – Summary of Significant Accounting Policies of the Notes to the Consolidated Financial Statements.

Certain commitments and obligations are included in the table based on the year of required payment or an estimate of the year of payment.

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This subsidiary also provides telecommunications services in the ordinary course of business to accounts affiliated with the Embassy of Iran in Japan.

During the year ended December 31, 2023, SoftBank estimates that gross revenues and net profit generated by such services were both under $0.1 million.

During the year ended December 31, 2024, SoftBank estimates that gross revenues and net profit

generated by such services were both under $0.1 million.

We understand that the SoftBank subsidiary is obligated under contract and intends to continue such services.

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We record property and equipment at cost, and we generally depreciate property and equipment on a straight-line basis over the estimated useful life of the assets.

If all other factors were to remain unchanged, we expect that a one-year increase in the useful lives of our in-service property and equipment, exclusive of leased devices, would have resulted in a decrease of approximately $3.0 billion in our 2023 depreciation expense and that a one-year decrease in the useful life would have resulted in an increase of approximately $4.5 billion in our 2023 depreciation expense.

If all other factors were to remain unchanged, we expect that a one-year increase in the useful lives of our in-service property and equipment would have resulted in a decrease of approximately $3.2 billion in our 2024 depreciation expense and that a one-year decrease in the useful life would have resulted in an increase of approximately $4.6 billion in our 2024 depreciation expense.

See Note 1 – Summary of Significant Accounting Policies and Note 6 – Property and Equipment of the Notes to the Consolidated Financial Statements for information regarding depreciation of assets, including management’s underlying estimates of useful lives.

Deferred tax assets and liabilities are recognized based on temporary differences between the financial statement and tax bases of assets and liabilities using enacted tax rates expected to be in effect when these differences are realized.

A valuation allowance is recorded when it is more likely than not that some portion or all of a deferred tax asset will not be realized.

The ultimate realization of a deferred tax asset depends on the ability to generate sufficient taxable income of the appropriate character and in the appropriate taxing jurisdictions within the carryforward periods available.

We account for uncertainty in income taxes recognized in the financial statements in accordance with the accounting guidance for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

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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 7. Management’s Discussion and Analysis