T-Mobile US, Inc. (Form: 10-Q, Received: 04/27/2023 16:26:25)

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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 1-33409

T-MOBILE US, INC.

(Exact name of registrant as specified in its charter)


Delaware						20-0836269
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

12920 SE 38th Street

Bellevue, Washington

(Address of principal executive offices)

98006-1350

(Zip Code)



(425)			378-4000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, par value $0.00001 per share

TMUS

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.


Class			Shares Outstanding as of April 21, 2023
Common Stock, par value $0.00001 per share			1,199,892,465

T-Mobile US, Inc.

Form 10-Q

For the Quarter Ended March 31, 2023

Table of Contents


PART I. FINANCIAL INFORMATION






	Item 1.	Financial Statements	3






		Condensed Consolidated Balance Sheets	3
		Condensed Consolidated Statements of Comprehensive Income	4
		Condensed Consolidated Statements of Cash Flows	5
		Condensed Consolidated Statement of Stockholders’ Equity	6
		Notes to the Condensed Consolidated Financial Statements	8
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	45

	Item 4.	Controls and Procedures	45




PART II. OTHER INFORMATION
	Item 1.	Legal Proceedings	46
	Item 1A.	Risk Factors	46
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	48
	Item 3.	Defaults Upon Senior Securities	48
	Item 4.	Mine Safety Disclosures	48
	Item 5.	Other Information	48
	Item 6.	Exhibits	49










		Signatures	51

Index for Notes to the Condensed Consolidated Financial Statements

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

T-Mobile US, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)


(in millions, except share and per share amounts)	March 31, 2023		December 31, 2022
Assets
Current assets

Cash and cash equivalents	$	4,540	$	4,507
Accounts receivable, net of allowance for credit losses of $152 and $167	4,366		4,445
Equipment installment plan receivables, net of allowance for credit losses and imputed discount of $647 and $667	5,012		5,123

Inventory	1,741		1,884
Prepaid expenses	674		673
Other current assets	2,543		2,435

Total current assets	18,876		19,067
Property and equipment, net	42,053		42,086
Operating lease right-of-use assets	28,146		28,715
Financing lease right-of-use assets	3,282		3,257
Goodwill	12,234		12,234
Spectrum licenses	95,878		95,798
Other intangible assets, net	3,245		3,508
Equipment installment plan receivables due after one year, net of allowance for credit losses and imputed discount of $139 and $144	2,250		2,546

Other assets	4,209		4,127

Total assets	$	210,173	$	211,338
Liabilities and Stockholders' Equity
Current liabilities

Accounts payable and accrued liabilities	$	11,091	$	12,275

Short-term debt	5,215		5,164

Deferred revenue	804		780
Short-term operating lease liabilities	3,441		3,512
Short-term financing lease liabilities	1,180		1,161

Other current liabilities	2,115		1,850

Total current liabilities	23,846		24,742

Long-term debt	68,035		65,301
Long-term debt to affiliates	1,495		1,495
Tower obligations	3,897		3,934
Deferred tax liabilities	11,510		10,884
Operating lease liabilities	29,379		29,855
Financing lease liabilities	1,284		1,370


Other long-term liabilities	3,802		4,101

Total long-term liabilities	119,402		116,940
Commitments and contingencies (Note 13)
Stockholders' equity


Common stock, par value $0.00001 per share, 2,000,000,000 shares authorized; 1,260,606,989 and 1,256,876,527 shares issued, 1,204,696,325 and 1,233,960,078 shares outstanding	—		—
Additional paid-in capital	74,043		73,941
Treasury stock, at cost, 55,910,664 and 22,916,449 shares	(7,831)		(3,016)
Accumulated other comprehensive loss	(1,004)		(1,046)
Retained earnings (accumulated deficit)	1,717		(223)

Total stockholders' equity	66,925		69,656
Total liabilities and stockholders' equity	$	210,173	$	211,338

The accompanying notes are an integral part of these condensed consolidated financial statements.

Index for Notes to the Condensed Consolidated Financial Statements

T-Mobile US, Inc.

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)


	Three Months Ended March 31,
(in millions, except share and per share amounts)		2023			2022
Revenues

Postpaid revenues			$	11,862		$	11,201
Prepaid revenues			2,417			2,455
Wholesale and other service revenues			1,267			1,472


Total service revenues			15,546			15,128
Equipment revenues			3,719			4,694
Other revenues			367			298

Total revenues			19,632			20,120
Operating expenses

Cost of services, exclusive of depreciation and amortization shown separately below			3,061			3,727
Cost of equipment sales, exclusive of depreciation and amortization shown separately below			4,588			5,946
Selling, general and administrative			5,425			5,056

Gain on disposal group held for sale			(42)			—
Depreciation and amortization			3,203			3,585


Total operating expenses			16,235			18,314
Operating income			3,397			1,806
Other expense, net

Interest expense, net			(835)			(864)


Other income (expense), net			9			(11)

Total other expense, net			(826)			(875)

Income before income taxes			2,571			931
Income tax expense			(631)			(218)



Net income			$	1,940		$	713





Net income			$	1,940		$	713
Other comprehensive income, net of tax

Reclassification of loss from cash flow hedges, net of tax effect of $14 and $13			40			37

Unrealized gain (loss) on foreign currency translation adjustment, net of tax effect of $0 and $0			2			(1)



Other comprehensive income			42			36
Total comprehensive income			$	1,982		$	749
Earnings per share



Basic			$	1.59		$	0.57



Diluted			$	1.58		$	0.57
Weighted-average shares outstanding
Basic			1,219,608,362			1,250,505,999
Diluted			1,224,604,698			1,255,368,592

The accompanying notes are an integral part of these condensed consolidated financial statements.

Index for Notes to the Condensed Consolidated Financial Statements

T-Mobile US, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)


	Three Months Ended March 31,
(in millions)		2023		2022
Operating activities

Net income		$	1,940	$	713
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization		3,203		3,585
Stock-based compensation expense		177		141
Deferred income tax expense		611		185
Bad debt expense		222		210
Losses from sales of receivables		38		46






Gain on remeasurement of disposal group held for sale		(13)		—
Changes in operating assets and liabilities
Accounts receivable		(1,268)		(984)
Equipment installment plan receivables		152		(535)
Inventory		129		(93)
Operating lease right-of-use assets		1,008		1,469
Other current and long-term assets		(142)		(4)
Accounts payable and accrued liabilities		(882)		(59)
Short- and long-term operating lease liabilities		(1,009)		(771)
Other current and long-term liabilities		(183)		(163)
Other, net		68		105

Net cash provided by operating activities		4,051		3,845
Investing activities

Purchases of property and equipment, including capitalized interest of $(14) and $(15)		(3,001)		(3,381)
Purchases of spectrum licenses and other intangible assets, including deposits		(73)		(2,843)
Proceeds from sales of tower sites		6		—
Proceeds related to beneficial interests in securitization transactions		1,345		1,185

Acquisition of companies, net of cash and restricted cash acquired		—		(52)



Other, net		(5)		(1)

Net cash used in investing activities		(1,728)		(5,092)
Financing activities

Proceeds from issuance of long-term debt		3,013		—



Repayments of financing lease obligations		(306)		(302)

Repayments of long-term debt		(131)		(1,632)

Repurchases of common stock		(4,619)		—


Tax withholdings on share-based awards		(187)		(172)


Other, net		(43)		(30)

Net cash used in financing activities		(2,273)		(2,136)
Change in cash and cash equivalents, including restricted cash and cash held for sale		50		(3,383)
Cash and cash equivalents, including restricted cash and cash held for sale
Beginning of period		4,674		6,703
End of period		$	4,724	$	3,320

The accompanying notes are an integral part of these condensed consolidated financial statements.

Index for Notes to the Condensed Consolidated Financial Statements

T-Mobile US, Inc.

Condensed Consolidated Statement of Stockholders’ Equity

(Unaudited)


(in millions, except shares)	Common Stock Outstanding	Treasury Stock Outstanding	Treasury Shares at Cost		Par Value and Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Retained Earnings (Accumulated Deficit)		Total Stockholders' Equity
Balance as of December 31, 2022	1,233,960,078	22,916,449	$	(3,016)	$	73,941	$	(1,046)	$	(223)	$	69,656
Net income	—	—	—		—		—		1,940		1,940
Other comprehensive income	—	—	—		—		42		—		42
Stock-based compensation	—	—	—		155		—		—		155

Stock issued for employee stock purchase plan	1,063,426	—	—		126		—		—		126
Issuance of vested restricted stock units	3,844,801	—	—		—		—		—		—

Shares withheld related to net share settlement of stock awards and stock options	(1,263,356)	—	—		(187)		—		—		(187)
Repurchases of common stock	(32,963,940)	32,963,940	(4,810)		—		—		—		(4,810)





Other, net	55,316	30,275	(5)		8		—		—		3
Balance as of March 31, 2023	1,204,696,325	55,910,664	$	(7,831)	$	74,043	$	(1,004)	$	1,717	$	66,925

Balance as of December 31, 2021	1,249,213,681	1,537,468	$	(13)	$	73,292	$	(1,365)	$	(2,812)	$	69,102
Net income	—	—	—		—		—		713		713
Other comprehensive income	—	—	—		—		36		—		36

Stock-based compensation	—	—	—		157		—		—		157

Stock issued for employee stock purchase plan	1,276,725	—	—		138		—		—		138
Issuance of vested restricted stock units	4,210,669	—	—		—		—		—		—

Shares withheld related to net share settlement of stock awards and stock options	(1,370,306)	—	—		(172)		—		—		(172)






Other, net	21,931	27,715	(3)		5		—		—		2
Balance as of March 31, 2022	1,253,352,700	1,565,183	$	(16)	$	73,420	$	(1,329)	$	(2,099)	$	69,976

The accompanying notes are an integral part of these condensed consolidated financial statements.

Index for Notes to the Condensed Consolidated Financial Statements

T-Mobile US, Inc.

Index for Notes to the Condensed Consolidated Financial Statements


Note 1	Summary of Significant Accounting Policies	8

Note 2	Business Combination	8
Note 3	Receivables and Related Allowance for Credit Losses	9
Note 4	Sales of Certain Receivables	11


Note 5	Spectrum License Transactions	13
Note 6	Fair Value Measurements	14
Note 7	Debt	15
Note 8	Tower Obligations	16
Note 9	Revenue from Contracts with Customers	18




Note 10	Repurchases of Common Stock	19
Note 11	Wireline	20
Note 12	Earnings Per Share	21

Note 13	Commitments and Contingencies	21
Note 14	Restructuring Costs	24
Note 15	Additional Financial Information	25
Note 16	Subsequent Events	26

Index for Notes to the Condensed Consolidated Financial Statements

T-Mobile US, Inc.

Notes to the Condensed Consolidated Financial Statements

Note 1 – Summary of Significant Accounting Policies

Basis of Presentation

The unaudited condensed consolidated financial statements of T-Mobile US, Inc. (“T-Mobile,” “we,” “our,” “us” or the “Company”) include all adjustments of a normal recurring nature necessary for the fair presentation of the results for the interim periods presented. The results for the interim periods are not necessarily indicative of those for the full year. The condensed consolidated financial statements should be read in conjunction with our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022.

The condensed consolidated financial statements include the balances and results of operations of T-Mobile and our consolidated subsidiaries. We consolidate majority-owned subsidiaries over which we exercise control, as well as variable interest entities (“VIEs”) where we are deemed to be the primary beneficiary and VIEs which cannot be deconsolidated, such as those related to our obligations to pay for the management and operation of certain of our wireless communications tower sites. Intercompany transactions and balances have been eliminated in consolidation.

The preparation of financial statements in conformity with United States (“U.S.”) generally accepted accounting principles (“GAAP”) requires our management to make estimates and assumptions that affect the financial statements and accompanying notes. Estimates are based on historical experience, where applicable, and other assumptions that management believes are reasonable under the circumstances. Estimates are inherently subject to judgment and actual results could differ from those estimates.

On September 6, 2022, Sprint Communications LLC, a Kansas limited liability company and wholly owned subsidiary of the Company (“Sprint Communications”), Sprint LLC, a Delaware limited liability company and wholly owned subsidiary of the Company, and Cogent Infrastructure, Inc., a Delaware corporation (the “Buyer”) and a wholly owned subsidiary of Cogent Communications Holdings, Inc., entered into a Membership Interest Purchase Agreement (the “Wireline Sale Agreement”), pursuant to which the Buyer will acquire the U.S. long-haul fiber network and operations (including the non-U.S. extensions thereof) of Sprint Communications and its subsidiaries (the “Wireline Business”). Such transactions contemplated by the Wireline Sale Agreement are collectively referred to as the “Wireline Transaction.”

The assets and liabilities of the Wireline Business disposal group are classified as held for sale and presented within Other current assets and Other current liabilities on our Condensed Consolidated Balance Sheets as of March 31, 2023, and December 31, 2022. The fair value of the Wireline Business disposal group, less costs to sell, will be reassessed during each reporting period it remains classified as held for sale, and any remeasurement to the lower of carrying amount or fair value less costs to sell will be reported as an adjustment included within Gain on disposal group held for sale on our Condensed Consolidated Statements of Comprehensive Income. Unless otherwise specified, the amounts and information presented in the Notes to the Condensed Consolidated Financial Statements include assets and liabilities that have been reclassified as held for sale as of March 31, 2023, and December 31, 2022.

Accounting Pronouncements Adopted During the Current Year

Troubled Debt Restructurings and Vintage Disclosures

In March 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-02, “Financial Instruments—Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures.” The standard eliminates the accounting guidance within ASC 310-40 for troubled debt restructurings by creditors while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty. Additionally, for public business entities, the standard requires disclosure of current-period gross write-offs by year of origination for financing receivables and net investments in leases within the scope of ASC 326-20. As of January 1, 2023, we have adopted this standard, and it will be applied prospectively after this date.

Note 2 – Business Combination

Index for Notes to the Condensed Consolidated Financial Statements

$1.35 billion to be paid out 39% in cash and 61% in shares of T-Mobile common stock. The purchase price is variable dependent upon specified performance indicators of Ka’ena Corporation during certain periods before and after closing and consists of an upfront payment at closing of the transaction, subject to certain agreed-upon adjustments, and a variable earnout payable 24 months after closing of the transaction. The upfront payment is estimated to be approximately $950 million, before working capital adjustments. The acquisition is subject to certain customary closing conditions, including certain regulatory approvals, and is expected to close by the end of 2023.

Note 3 – Receivables and Related Allowance for Credit Losses

We maintain an allowance for credit losses by applying an expected credit loss model. Each period, management assesses the appropriateness of the level of allowance for credit losses by considering credit risk inherent within each portfolio segment as of the end of the period.

We consider a receivable past due when a customer has not paid us by the contractually specified payment due date. Account balances are written off against the allowance for credit losses if collection efforts are unsuccessful and the receivable balance is deemed uncollectible (customer default), based on factors such as customer credit ratings as well as the length of time the amounts are past due.

Our portfolio of receivables is comprised of two portfolio segments: accounts receivable and equipment installment plan (“EIP”) receivables.

Accounts Receivable Portfolio Segment

Accounts receivable balances are predominately comprised of amounts currently due from customers (e.g., for wireless communications services and monthly device lease payments), device insurance administrators, wholesale partners, non-consolidated affiliates, other carriers and third-party retail channels.

We estimate credit losses associated with our accounts receivable portfolio segment using an expected credit loss model, which utilizes an aging schedule methodology based on historical information and adjusted for asset-specific considerations, current economic conditions and reasonable and supportable forecasts.

Our approach considers a number of factors, including our overall historical credit losses, net of recoveries, and payment experience, as well as current collection trends such as write-off frequency and severity. We also consider other qualitative factors such as current and forecasted macroeconomic conditions.

We consider the need to adjust our estimate of credit losses for reasonable and supportable forecasts of future macroeconomic conditions. To do so, we monitor external forecasts of changes in real U.S. gross domestic product and forecasts of consumer credit behavior for comparable credit exposures. We also periodically evaluate other macroeconomic indicators such as unemployment rates to assess their level of correlation with our historical credit loss statistics.

EIP Receivables Portfolio Segment

Based upon customer credit profiles at the time of customer origination, we classify the EIP receivables segment into two customer classes of “Prime” and “Subprime.” Prime customer receivables are those with lower credit risk and Subprime customer receivables are those with higher credit risk. Customers may be required to make a down payment on their equipment purchases if their assessed credit risk exceeds established underwriting thresholds. In addition, certain customers within the Subprime category may be required to pay a deposit.

To determine a customer’s credit profile and assist in determining their credit class, we use a proprietary credit scoring model that measures the credit quality of a customer leveraging several factors, such as credit bureau information and consumer credit risk scores, as well as service and device plan characteristics.

EIP receivables had a combined weighted-average effective interest rate of 8.8% and 8.0% as of March 31, 2023, and December 31, 2022, respectively.

Index for Notes to the Condensed Consolidated Financial Statements

The following table summarizes the EIP receivables, including imputed discounts and related allowance for credit losses:


(in millions)	March 31, 2023		December 31, 2022


EIP receivables, gross	$	8,048	$	8,480
Unamortized imputed discount	(483)		(483)

EIP receivables, net of unamortized imputed discount	7,565		7,997
Allowance for credit losses	(303)		(328)

EIP receivables, net of allowance for credit losses and imputed discount	$	7,262	$	7,669
Classified on our condensed consolidated balance sheets as:
Equipment installment plan receivables, net of allowance for credit losses and imputed discount	$	5,012	$	5,123
Equipment installment plan receivables due after one year, net of allowance for credit losses and imputed discount	2,250		2,546

EIP receivables, net of allowance for credit losses and imputed discount	$	7,262	$	7,669

Many of our loss estimation techniques rely on delinquency-based models; therefore, delinquency is an important indicator of credit quality in the establishment of our allowance for credit losses for EIP receivables. We manage our EIP receivables portfolio segment using delinquency and customer credit class as key credit quality indicators.

The following table presents the amortized cost of our EIP receivables by delinquency status, customer credit class and year of origination as of March 31, 2023:


	Originated in 2023				Originated in 2022				Originated prior to 2022				Total EIP Receivables, net of unamortized imputed discounts
(in millions)	Prime		Subprime		Prime		Subprime		Prime		Subprime		Prime		Subprime		Grand total
Current - 30 days past due	$	948	$	803	$	2,487	$	1,731	$	952	$	511	$	4,387	$	3,045	$	7,432
31 - 60 days past due	3		4		18		27		6		7		27		38		65
61 - 90 days past due	—		—		9		16		3		4		12		20		32
More than 90 days past due	—		—		8		16		5		7		13		23		36
EIP receivables, net of unamortized imputed discount	$	951	$	807	$	2,522	$	1,790	$	966	$	529	$	4,439	$	3,126	$	7,565

We estimate credit losses on our EIP receivables segment by applying an expected credit loss model, which relies on historical loss data adjusted for current conditions to calculate default probabilities or an estimate for the frequency of customer default. Our assessment of default probabilities or frequency includes receivables delinquency status, historical loss experience, how long the receivables have been outstanding and customer credit ratings, as well as customer tenure. We multiply these estimated default probabilities by our estimated loss given default, which is the estimated amount of default or the severity of loss after adjusting for estimated recoveries.

As we do for our accounts receivable portfolio segment, we consider the need to adjust our estimate of credit losses on EIP receivables for reasonable and supportable forecasts of economic conditions through monitoring external forecasts and periodic internal statistical analyses.

The following table presents write-offs of our EIP receivables by year of origination for the three months ended March 31, 2023:


(in millions)	Originated in 2023		Originated in 2022		Originated prior to 2022		Total write-offs

Write-offs	$	1	$	103	$	36	$	140

Index for Notes to the Condensed Consolidated Financial Statements

Activity for the three months ended March 31, 2023 and 2022, in the allowance for credit losses and unamortized imputed discount balances for the accounts receivable and EIP receivables segments were as follows:


	March 31, 2023						March 31, 2022
(in millions)	Accounts Receivable Allowance		EIP Receivables Allowance		Total		Accounts Receivable Allowance		EIP Receivables Allowance		Total

Allowance for credit losses and imputed discount, beginning of period	$	167	$	811	$	978	$	146	$	630	$	776


Bad debt expense	107		115		222		96		114		210
Write-offs	(122)		(140)		(262)		(78)		(99)		(177)
Change in imputed discount on short-term and long-term EIP receivables	N/A		54		54		N/A		30		30
Impact on the imputed discount from sales of EIP receivables	N/A		(54)		(54)		N/A		(26)		(26)

Allowance for credit losses and imputed discount, end of period	$	152	$	786	$	938	$	164	$	649	$	813

Credit loss activity increased during the three months ended March 31, 2023, as activity continued to normalize relative to the three months ended March 31, 2022, which continued to be impacted by the muted pandemic levels in 2021.

Off-Balance-Sheet Credit Exposures

We do not have material off-balance-sheet credit exposures as of March 31, 2023. In connection with the sales of certain service and EIP accounts receivable pursuant to the sale arrangements, we have deferred purchase price assets included on our Condensed Consolidated Balance Sheets measured at fair value that are based on a discounted cash flow model using Level 3 inputs, including customer default rates and credit worthiness, dilutions and recoveries. See Note 4 – Sales of Certain Receivables for further information.

Note 4 – Sales of Certain Receivables

We regularly enter into transactions to sell certain service accounts receivable and EIP receivables. The transactions, including our continuing involvement with the sold receivables and the respective impacts to our condensed consolidated financial statements, are described below.

Sales of EIP Receivables

Overview of the Transaction

In 2015, we entered into an arrangement to sell certain EIP receivables on a revolving basis (the “EIP sale arrangement”), which has been revised and extended from time to time. As of both March 31, 2023, and December 31, 2022, the EIP sale arrangement provided funding of $1.3 billion.

In connection with this EIP sale arrangement, we formed a wholly owned subsidiary, which qualifies as a bankruptcy remote entity (the “EIP BRE”). We consolidate the EIP BRE under the VIE model.

The following table summarizes the carrying amounts and classification of assets, which consist primarily of the deferred purchase price, included on our Condensed Consolidated Balance Sheets with respect to the EIP BRE:


(in millions)	March 31, 2023		December 31, 2022
Other current assets	$	355	$	344
Other assets	130		136

Sales of Service Accounts Receivable

Overview of the Transaction

In 2014, we entered into an arrangement to sell certain service accounts receivable on a revolving basis (the “service receivable sale arrangement”). On February 28, 2023, we extended the scheduled expiration date of the service receivable sale

Index for Notes to the Condensed Consolidated Financial Statements

arrangement to February 27, 2024. As of both March 31, 2023, and December 31, 2022, the service receivable sale arrangement provided funding of $775 million.

In connection with the service receivable sale arrangement, we formed a wholly owned subsidiary, which qualifies as a bankruptcy remote entity, to sell service accounts receivable (the “Service BRE”). We consolidate the Service BRE under the VIE model.

The following table summarizes the carrying amounts and classification of assets, which consist primarily of the deferred purchase price, and liabilities included on our Condensed Consolidated Balance Sheets with respect to the Service BRE:


(in millions)	March 31, 2023		December 31, 2022
Other current assets	$	227	$	214

Other current liabilities	383		389

Sales of Receivables

The following table summarizes the impact of the sale of certain service accounts receivable and EIP receivables on our Condensed Consolidated Balance Sheets:


(in millions)	March 31, 2023		December 31, 2022
Derecognized net service accounts receivable and EIP receivables	$	2,418	$	2,410
Other current assets	582		558
of which, deferred purchase price	580		556
Other long-term assets	130		136
of which, deferred purchase price	130		136

Other current liabilities	383		389

Net cash proceeds since inception	1,668		1,697
Of which:
Change in net cash proceeds during the year-to-date period	(29)		(57)
Net cash proceeds funded by reinvested collections	1,697		1,754

At inception, we elected to measure the deferred purchase price at fair value with changes in fair value included in Selling, general and administrative expense on our Condensed Consolidated Statements of Comprehensive Income. The fair value of the deferred purchase price is determined based on a discounted cash flow model which uses primarily Level 3 inputs, including estimated customer default rates. As of March 31, 2023, and December 31, 2022, our deferred purchase price related to the sales of service receivables and EIP receivables was $710 million and $692 million, respectively.

We recognized losses from sales of receivables, including changes in fair value of the deferred purchase price, of $38 million and $46 million for the three months ended March 31, 2023 and 2022, respectively, in Selling, general and administrative expense on our Condensed Consolidated Statements of Comprehensive Income.

Continuing Involvement

Pursuant to the sale arrangements described above, we have continuing involvement with the service accounts receivable and EIP receivables we sell as we service the receivables, are required to repurchase certain receivables, including ineligible receivables, aged receivables and receivables where a write-off is imminent, and may be responsible for absorbing credit losses through reduced collections on our deferred purchase price assets. We continue to service the customers and their related receivables, including facilitating customer payment collection, in exchange for a monthly servicing fee. As the receivables are sold on a revolving basis, the customer payment collections on sold receivables may be reinvested in new receivable sales. At the direction of the purchasers of the sold receivables, we apply the same policies and procedures while servicing the sold receivables as we apply to our owned receivables, and we continue to maintain normal relationships with our customers.

Index for Notes to the Condensed Consolidated Financial Statements

Note 5 – Spectrum License Transactions

The following table summarizes our spectrum license activity for the three months ended March 31, 2023:


(in millions)	2023
Spectrum licenses, beginning of year	$	95,798

Spectrum license acquisitions	57


Costs to clear spectrum	23

Spectrum licenses, end of period	$	95,878

Cash payments to acquire spectrum licenses and payments for costs to clear spectrum are included in Purchases of spectrum licenses and other intangible assets, including deposits, on our Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2023.

Spectrum Transactions

In September 2022, the Federal Communications Commission (“FCC”) announced that we were the winning bidder of 7,156 licenses in Auction 108 (2.5 GHz spectrum) for an aggregate price of $304 million. At inception of Auction 108 in June 2022, we deposited $65 million. We paid the FCC the remaining $239 million for the licenses won in the auction in September 2022. The aggregate cash payments made to the FCC are included in Other assets on our Condensed Consolidated Balance Sheets as of March 31, 2023, and will remain there until the corresponding licenses are received. The timing of when the licenses will be issued will be determined by the FCC after all post-auction procedures have been completed.

As of March 31, 2023, the activities that are necessary to get the C-band, 3.45 GHz and 2.5 GHz spectrum, acquired pursuant to FCC Auctions 107, 110 and 108, ready for its intended use have not begun; as such, capitalization of the interest associated with the costs of deploying these spectrum licenses has not begun.

License Purchase Agreements

DISH Network Corporation

On July 1, 2020, we and DISH Network Corporation (“DISH”) entered into a license purchase agreement (the “DISH License Purchase Agreement”) pursuant to which DISH has the option to purchase certain 800 MHz spectrum licenses for a total of approximately $3.6 billion in a transaction to be completed, subject to an application for FCC approval, by July 1, 2023, or within five days of FCC approval, whichever date is later.

In the event DISH breaches the DISH License Purchase Agreement or fails to deliver the purchase price following the satisfaction or waiver of all closing conditions, DISH is liable to pay us a fee of $72 million. Additionally, if DISH does not exercise the option to purchase the 800 MHz spectrum licenses, we are required, unless otherwise approved under the complaint and proposed final judgment agreed to by us, Deutsche Telekom AG (“DT”), Sprint Corporation, now known as Sprint LLC (“Sprint”), SoftBank Group Corp. (“SoftBank”) and DISH with the U.S. District Court for the District of Columbia, which was approved by the Court on April 1, 2020, to offer the licenses for sale through an auction. If the specified minimum price of $3.6 billion is not met in the auction, we would be relieved of the obligation to sell the licenses.

Channel 51 License Co LLC and LB License Co, LLC

On August 8, 2022, we, Channel 51 License Co LLC and LB License Co, LLC (together with Channel 51 License Co LLC, the “Sellers”) entered into License Purchase Agreements pursuant to which we will acquire spectrum in the 600 MHz band from the Sellers in exchange for total cash consideration of $3.5 billion. The licenses will be acquired without any associated networks, but are currently being utilized by us through exclusive leasing arrangements with the Sellers.

On March 30, 2023, we and the Sellers entered into Amended and Restated License Purchase Agreements pursuant to which we and the Sellers agreed to separate the transaction into two tranches of licenses, with the closings on the acquisitions of certain licenses in Chicago, Dallas and New Orleans (together representing $492 million of the aggregate $3.5 billion cash consideration) being deferred in order to potentially expedite the regulatory approval process for the remainder of the licenses. The licenses being acquired by us, and the total consideration being paid for the licenses, remains the same. We anticipate that the first closing will occur in mid- to late-2023 and that the second closing (on the deferred licenses) will occur in 2024.

The parties have agreed that each of the closings will occur within 180 days after the receipt of the applicable required

Index for Notes to the Condensed Consolidated Financial Statements

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.

Note 6 – Fair Value Measurements

The carrying values of Cash and cash equivalents, Accounts receivable and Accounts payable and accrued liabilities approximate fair value due to the short-term maturities of these instruments. The carrying values of EIP receivables approximate fair value as the receivables are recorded at their present value using an imputed interest rate.

Derivative Financial Instruments

Periodically, we use derivatives to manage exposure to market risk, such as interest rate risk. We designate certain derivatives as hedging instruments in a qualifying hedge accounting relationship to help minimize significant, unplanned fluctuations in cash flows or fair values caused by designated market risks, such as interest rate volatility. We do not use derivatives for trading or speculative purposes.

Cash flows associated with qualifying hedge derivative instruments are presented in the same category on our Condensed Consolidated Statements of Cash Flows as the item being hedged. For fair value hedges, the change in the fair value of the derivative instruments is recognized in earnings through the same income statement line item as the change in the fair value of the hedged item. For cash flow hedges, the change in the fair value of the derivative instruments is reported in Other comprehensive income and recognized in earnings when the hedged item is recognized in earnings, again, through the same income statement line item.

We did not have any significant derivative instruments outstanding as of March 31, 2023, or December 31, 2022.

Interest Rate Lock Derivatives

In April 2020, we terminated our interest rate lock derivatives entered into in October 2018.

Aggregate changes in the fair value of the interest rate lock derivatives, net of tax and amortization, of $1.3 billion are presented in Accumulated other comprehensive loss on our Condensed Consolidated Balance Sheets as of both March 31, 2023, and December 31, 2022.

For the three months ended March 31, 2023 and 2022, $53 million and $50 million, respectively, were amortized from Accumulated other comprehensive loss into Interest expense, net, on our Condensed Consolidated Statements of Comprehensive Income. We expect to amortize $223 million of the Accumulated other comprehensive loss associated with the derivatives into Interest expense, net, over the 12 months ending March 31, 2024.

Deferred Purchase Price Assets

In connection with the sales of certain service and EIP accounts receivable pursuant to the sale arrangements, we have deferred purchase price assets measured at fair value that are based on a discounted cash flow model using unobservable Level 3 inputs, including customer default rates. See Note 4 – Sales of Certain Receivables for further information.

The carrying amounts of our deferred purchase price assets, which are measured at fair value on a recurring basis and are included on our Condensed Consolidated Balance Sheets, were $710 million and $692 million as of March 31, 2023, and December 31, 2022, respectively.

Debt

The fair value of our Senior Notes and spectrum-backed Senior Secured Notes to third parties was determined based on quoted market prices in active markets, and therefore were classified as Level 1 within the fair value hierarchy. The fair value of our Senior Notes to affiliates was determined based on a discounted cash flow approach using market interest rates of instruments with similar terms and maturities and an estimate for our standalone credit risk. Accordingly, our Senior Notes to affiliates were classified as Level 2 within the fair value hierarchy. The fair value of our asset-backed notes (“ABS Notes”) was primarily based on quoted prices in inactive markets for identical instruments and observable changes in market interest rates, both of which are Level 2 inputs. Accordingly, our ABS Notes were classified as Level 2 within the fair value hierarchy.

Index for Notes to the Condensed Consolidated Financial Statements

Although we have determined the estimated fair values using available market information and commonly accepted valuation methodologies, considerable judgment was required in interpreting market data to develop fair value estimates for the Senior Notes to affiliates. The fair value estimates were based on information available as of March 31, 2023, and December 31, 2022. As such, our estimates are not necessarily indicative of the amount we could realize in a current market exchange.

The carrying amounts and fair values of our short-term and long-term debt included on our Condensed Consolidated Balance Sheets were as follows:


(in millions)	Level within the Fair Value Hierarchy	March 31, 2023				December 31, 2022
		Carrying Amount (1)		Fair Value (1)		Carrying Amount (1)		Fair Value (1)
Liabilities:
Senior Notes to third parties	1	$	69,513	$	63,743	$	66,582	$	59,011
Senior Notes to affiliates	2	1,495		1,485		1,495		1,460
Senior Secured Notes to third parties	1	2,979		2,866		3,117		2,984
ABS Notes to third parties	2	747		754		746		744

(1) Excludes $11 million and $20 million as of March 31, 2023, and December 31, 2022, respectively, in other financial liabilities as the carrying values approximate fair value primarily due to the short-term maturities of these instruments.

Note 7 – Debt

The following table sets forth the debt balances and activity as of, and for the three months ended, March 31, 2023:


(in millions)	December 31, 2022		Proceeds from Issuances and Borrowings (1)		Repayments		Reclassifications (1)		Other (2)		March 31, 2023
Short-term debt	$	5,164	$	—	$	(131)	$	224	$	(42)	$	5,215
Long-term debt	65,301		3,011		—		(224)		(53)		68,035
Total debt to third parties	70,465		3,011		(131)		—		(95)		73,250

Long-term debt to affiliates	1,495		—		—		—		—		1,495
Total debt	$	71,960	$	3,011	$	(131)	$	—	$	(95)	$	74,745

(1)Issuances and borrowings and reclassifications are recorded net of accrued or paid issuance costs, discounts and premiums.

(2)Other includes the amortization of premiums, discounts, debt issuance costs and consent fees.

Our effective interest rate, excluding the impact of derivatives and capitalized interest, was approximately 4.0% and 3.9% for the three months ended March 31, 2023 and 2022, respectively, on weighted-average debt outstanding of $73.4 billion and $73.7 billion for the three months ended March 31, 2023 and 2022, respectively. The weighted-average debt outstanding was calculated by applying an average of the monthly ending balances of total short-term and long-term debt and short-term and long-term debt to affiliates, net of unamortized premiums, discounts, debt issuance costs and consent fees.

Issuances and Borrowings

During the three months ended March 31, 2023, we issued the following Senior Notes:


(in millions)	Principal Issuances		Premiums/Discounts and Issuance Costs, Net		Net Proceeds from Issuance of Long-Term Debt		Issue Date
4.950% Senior Notes due 2028	$	1,000	$	(6)	$	994	February 9, 2023
5.050% Senior Notes due 2033	1,250		(9)		1,241		February 9, 2023

5.650% Senior Notes due 2053	750		26		776		February 9, 2023
Total of Senior Notes issued	$	3,000	$	11	$	3,011

Index for Notes to the Condensed Consolidated Financial Statements

Note Repayments

During the three months ended March 31, 2023, we made the following repayments:

(in millions)

Principal Amount

Repayment Date

4.738% Secured Series 2018-1 A-1 Notes due 2025

131

Various

Asset-backed Notes

Our ABS Notes are secured by $1.0 billion of gross EIP receivables and future collections on such receivables. The ABS Notes issued and the assets securing this debt are included on our Condensed Consolidated Balance Sheets.

The expected maturities of our ABS Notes are as follows:


		Expected Maturities
(in millions)	2024			2025
4.910% Class A Senior ABS Notes due 2028		$	198		$	552

Variable Interest Entities

In connection with issuing the ABS Notes in October 2022, we formed a wholly owned subsidiary, which qualifies as a bankruptcy remote entity (the “ABS BRE”), and a trust (the “ABS Trust” and together with the ABS BRE, the “ABS Entities”), in which the ABS BRE holds a residual interest. The ABS Entities meet the definition of a VIE for which we have determined that we are the primary beneficiary as we have the power to direct the activities of the ABS Entities that most significantly impact their performance. Accordingly, we include the balances and results of operations of the ABS Entities in our condensed consolidated financial statements.

The following table summarizes the carrying amounts and classification of assets and liabilities included in our Condensed Consolidated Balance Sheets with respect to the ABS Entities:


	March 31, 2023
(in millions)
Assets
Equipment installment plan receivables, net	$	720
Equipment installment plan receivables due after one year, net	205
Other current assets	84
Liabilities
Accounts payable and accrued liabilities	$	1

Long-term debt	747

See Note 3 – Receivable and Related Allowance for Credit Losses for additional information on the EIP receivables used to secure the ABS Notes.

Restricted Cash

Certain provisions of our debt agreements require us to maintain specified cash collateral balances. Amounts associated with these balances are considered to be restricted cash. See Note 15 - Additional Financial Information for our reconciliation of Cash and cash equivalents, including restricted cash and cash held for sale.

Note 8 – Tower Obligations

Existing CCI Tower Lease Arrangements

In 2012, we conveyed to Crown Castle International Corp. (“CCI”) the exclusive right to manage and operate approximately 6,200 tower sites (“CCI Lease Sites”) via a master prepaid lease with site lease terms ranging from 23 to 37 years. CCI has fixed-price purchase options for the CCI Lease Sites totaling approximately $2.0 billion, exercisable annually on a per-tranche basis at the end of the lease term during the period from December 31, 2035, through December 31, 2049. If CCI exercises its purchase option for any tranche, it must purchase all the towers in the tranche. We lease back a portion of the space at certain tower sites.

Index for Notes to the Condensed Consolidated Financial Statements

Assets and liabilities associated with the operation of the tower sites were transferred to special purpose entities (“SPEs”). Assets included ground lease agreements or deeds for the land on which the towers are situated, the towers themselves and existing subleasing agreements with other mobile network operator tenants that lease space at the tower sites. Liabilities included the obligation to pay ground lease rentals, property taxes and other executory costs.

We determined the SPEs containing the CCI Lease Sites (“Lease Site SPEs”) are VIEs as they lack sufficient equity to finance their activities. We have a variable interest in the Lease Site SPEs but are not the primary beneficiary as we lack the power to direct the activities that most significantly impact the Lease Site SPEs’ economic performance. These activities include managing tenants and underlying ground leases, performing repair and maintenance on the towers, the obligation to absorb expected losses and the right to receive the expected future residual returns from the purchase option to acquire the CCI Lease Sites. As we determined that we are not the primary beneficiary and do not have a controlling financial interest in the Lease Site SPEs, the Lease Site SPEs are not included on our condensed consolidated financial statements.

However, we also considered if this arrangement resulted in the sale of the CCI Lease Sites for which we would derecognize the tower assets. By assessing whether control had transferred, we concluded that transfer of control criteria, as discussed in the revenue standard, were not met. Accordingly, we recorded this arrangement as a financing whereby we recorded debt, a financial obligation, and the CCI Lease Sites tower assets remained on our Condensed Consolidated Balance Sheets. We recorded long-term financial obligations in the amount of the net proceeds received and recognize interest on the tower obligations. The tower obligations are increased by interest expense and amortized through contractual leaseback payments made by us to CCI and through net cash flows generated and retained by CCI from the operation of the tower sites.

Acquired CCI Tower Lease Arrangements

Prior to our merger (the “Merger”) with Sprint, Sprint entered into a lease-out and leaseback arrangement with Global Signal Inc., a third party that was subsequently acquired by CCI, that conveyed to CCI the exclusive right to manage and operate approximately 6,400 tower sites (“Master Lease Sites”) via a master prepaid lease. These agreements were assumed upon the close of the Merger, at which point the remaining term of the lease-out was approximately 17 years with no renewal options. CCI has a fixed price purchase option for all (but not less than all) of the leased or subleased sites for approximately $2.3 billion, exercisable one year prior to the expiration of the agreement and ending 120 days prior to the expiration of the agreement. We lease back a portion of the space at certain tower sites.

We considered if this arrangement resulted in the sale of the Master Lease Sites for which we would derecognize the tower assets. By assessing whether control had transferred, we concluded that transfer of control criteria, as discussed in the revenue standard, were not met. Accordingly, we recorded this arrangement as a financing whereby we recorded debt, a financial obligation, and the Master Lease Sites tower assets remained on our Condensed Consolidated Balance Sheets.

As of the closing date of the Merger, we recognized Property and equipment with a fair value of $2.8 billion and tower obligations related to amounts owed to CCI under the leaseback of $1.1 billion. Additionally, we recognized $1.7 billion in Other long-term liabilities associated with contract terms that are unfavorable to current market rates, which include unfavorable terms associated with the fixed-price purchase option in 2037.

We recognize interest expense on the tower obligations. The tower obligations are increased by the interest expense and amortized through contractual leaseback payments made by us to CCI. The tower assets are reported in Property and equipment, net on our Condensed Consolidated Balance Sheets and are depreciated to their estimated residual values over the expected useful life of the towers, which is 20 years.

Leaseback Arrangement

On January 3, 2022, we entered into an agreement (the “Crown Agreement”) with CCI. The Crown Agreement extends the current term of the leasebacks by up to 12 years and modifies the leaseback payments for both the Existing CCI Tower Lease Arrangement and the Acquired CCI Tower Lease Arrangement. As a result of the Crown Agreement, there was an increase in our financing obligation as of the effective date of the Crown Agreement of approximately $1.2 billion, with a corresponding decrease to Other long-term liabilities associated with unfavorable contract terms. The modification resulted in a revised interest rate under the effective interest method for the tower obligations: 11.6% for the Existing CCI Tower Lease Arrangement and 5.3% for the Acquired CCI Tower Lease Arrangement. There were no changes made to either of our master prepaid leases with CCI.

Index for Notes to the Condensed Consolidated Financial Statements

The following table summarizes the balances associated with both of the tower arrangements on our Condensed Consolidated Balance Sheets:


(in millions)	March 31, 2023		December 31, 2022
Property and equipment, net	$	2,338	$	2,379
Tower obligations	3,897		3,934
Other long-term liabilities	554		554

Future minimum payments related to the tower obligations are approximately $427 million for the 12-month period ending March 31, 2024, $804 million in total for both of the 12-month periods ending March 31, 2025 and 2026, $793 million in total for both of the 12-month periods ending March 31, 2027 and 2028, and $4.4 billion in total thereafter.

We are contingently liable for future ground lease payments through the remaining term of the CCI Lease Sites and the Master Lease Sites. These contingent obligations are not included in Operating lease liabilities as any amount due is contractually owed by CCI based on the subleasing arrangement. Under the arrangement, we remain primarily liable for ground lease payments on approximately 900 sites and have included lease liabilities of $246 million in our Operating lease liabilities as of March 31, 2023.

Note 9 – Revenue from Contracts with Customers

Disaggregation of Revenue

We provide wireless communications services to three primary categories of customers:

•Postpaid customers generally include customers who are qualified to pay after receiving wireless communications services utilizing phones, High Speed Internet, tablets, wearables, DIGITS or other connected devices;

•Prepaid customers generally include customers who pay for wireless communications services in advance; and

•Wholesale customers include Machine-to-Machine and Mobile Virtual Network Operator customers that operate on our network but are managed by wholesale partners.

Postpaid service revenues, including postpaid phone revenues and postpaid other revenues, were as follows:


	Three Months Ended March 31,
(in millions)		2023		2022
Postpaid service revenues

Postpaid phone revenues		$	10,652	$	10,231
Postpaid other revenues		1,210		970

Total postpaid service revenues		$	11,862	$	11,201

We operate as a single operating segment. The balances presented in each revenue line item on our Condensed Consolidated Statements of Comprehensive Income represent categories of revenue from contracts with customers disaggregated by type of product and service. Postpaid and prepaid service revenues also include revenues earned for providing premium services to customers, such as device insurance services. Revenue generated from the lease of mobile communication devices is included in Equipment revenues on our Condensed Consolidated Statements of Comprehensive Income.

Contract Balances

The contract asset and contract liability balances from contracts with customers as of March 31, 2023, and December 31, 2022, were as follows:


(in millions)	Contract Assets		Contract Liabilities

Balance as of December 31, 2022	$	534	$	748
Balance as of March 31, 2023	686		778

Change	$	152	$	30

Contract assets primarily represent revenue recognized for equipment sales with promotional bill credits offered to customers that are paid over time and are contingent on the customer maintaining a service contract.

Index for Notes to the Condensed Consolidated Financial Statements

Contract asset balances increased primarily due to an increase in promotions with an extended service contract, partially offset by billings on existing contracts and impairment, which is recognized as bad debt expense. The current portion of our contract assets of approximately $466 million and $356 million as of March 31, 2023, and December 31, 2022, respectively, was included in Other current assets on our Condensed Consolidated Balance Sheets.

Contract liabilities are recorded when fees are collected, or we have an unconditional right to consideration (a receivable) in advance of delivery of goods or services. Changes in contract liabilities are primarily related to the activity of prepaid customers. Contract liabilities are primarily included in Deferred revenue on our Condensed Consolidated Balance Sheets.

Revenues for the three months ended March 31, 2023 and 2022 include the following:


	Three Months Ended March 31,
(in millions)		2023		2022
Amounts included in the beginning of year contract liability balance		$	667	$	654

Remaining Performance Obligations

As of March 31, 2023, the aggregate amount of transaction price allocated to remaining service performance obligations for postpaid contracts with subsidized devices and promotional bill credits that result in an extended service contract is $1.8 billion. We expect to recognize revenue as the service is provided on these postpaid contracts over an extended contract term of 24 months from the time of origination.

Information about remaining performance obligations that are part of a contract that has an original expected duration of one year or less has been excluded from the above, which primarily consists of monthly service contracts.

Certain of our wholesale, roaming and service contracts include variable consideration based on usage and performance. This variable consideration has been excluded from the disclosure of remaining performance obligations. As of March 31, 2023, the aggregate amount of the contractual minimum consideration for wholesale, roaming and service contracts is $2.0 billion, $1.9 billion and $4.0 billion for 2023, 2024, and 2025 and beyond, respectively. These contracts have a remaining duration ranging from less than one year to eight years.

Contract Costs

The balance of deferred incremental costs to obtain contracts with customers was $2.0 billion and $1.9 billion as of March 31, 2023, and December 31, 2022, respectively, and is included in Other assets on our Condensed Consolidated Balance Sheets. Deferred contract costs incurred to obtain postpaid service contracts are amortized over a period of 24 months. The amortization period is monitored to reflect any significant change in assumptions. Amortization of deferred contract costs included in Selling, general and administrative expenses on our Condensed Consolidated Statements of Comprehensive Income were $422 million and $324 million for the three months ended March 31, 2023 and 2022, respectively.

The deferred contract cost asset is assessed for impairment on a periodic basis. There were no impairment losses recognized on deferred contract cost assets for the three months ended March 31, 2023 and 2022.

Note 10 – Repurchases of Common Stock

2022 Stock Repurchase Program

On September 8, 2022, our Board of Directors authorized our 2022 Stock Repurchase Program for up to $14.0 billion of our common stock through September 30, 2023 (the “2022 Stock Repurchase Program”). During the three months ended March 31, 2023, we repurchased 32,963,940 shares of our common stock at an average price per share of $144.57 for a total purchase price of $4.8 billion, all of which were purchased under the 2022 Stock Repurchase Program. All shares purchased during the three months ended March 31, 2023, were purchased at market price. As of March 31, 2023, we had up to $6.2 billion remaining under the 2022 Stock Repurchase Program.

Subsequent to March 31, 2023, from April 1, 2023, through April 21, 2023, we repurchased 5,114,527 shares of our common stock at an average price per share of $147.96 for a total purchase price of $757 million. As of April 21, 2023, we had up to $5.5 billion remaining under the 2022 Stock Repurchase Program.

Index for Notes to the Condensed Consolidated Financial Statements

Note 11 – Wireline

Sale of the Wireline Business

On September 6, 2022, two of our wholly owned subsidiaries, Sprint Communications and Sprint LLC, and Cogent Infrastructure, Inc. entered into the Wireline Sale Agreement, pursuant to which the Buyer will acquire the Wireline Business. The Wireline Sale Agreement provides that, upon the terms and conditions set forth therein, the Buyer will purchase all of the issued and outstanding membership interests (the “Purchased Interests”) of a Delaware limited liability company that holds certain assets and liabilities relating to the Wireline Business.

The parties have agreed to a $1 purchase price in consideration for the Purchased Interests, subject to customary adjustments set forth in the Wireline Sale Agreement. In addition, at the consummation of the Wireline Transaction (the “Closing”), a T-Mobile affiliate will enter into a commercial agreement for IP transit services, pursuant to which T-Mobile will pay to the Buyer an aggregate of $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. As of March 31, 2023, all required regulatory approvals and consents have been received, and the Wireline Transaction is expected to close in the beginning of May 2023, subject to the satisfaction or waiver of certain conditions and other terms and conditions of the Wireline Sale Agreement.

As a result of the Wireline Sale Agreement and related anticipated Wireline Transaction, we concluded that the Wireline Business met the held for sale criteria upon entering into the Wireline Sale Agreement. As such, the assets and liabilities of the Wireline Business disposal group are classified as held for sale and presented within Other current assets and Other current liabilities on our Condensed Consolidated Balance Sheets as of March 31, 2023, and December 31, 2022.

The components of assets and liabilities held for sale presented within Other current assets and Other current liabilities, respectively, on our Condensed Consolidated Balance Sheets as of March 31, 2023, were as follows:


(in millions)	March 31, 2023
Assets

Cash and cash equivalents	$	30
Accounts receivable, net	40
Prepaid expenses	19
Other current assets	9

Property and equipment, net	511
Operating lease right-of-use assets	138
Other intangible assets, net	7
Other assets	7
Remeasurement of disposal group held for sale to fair value less remaining costs to sell (1)	(364)
Assets held for sale	$	397
Liabilities

Accounts payable and accrued liabilities	$	64
Deferred revenue	8
Short-term operating lease liabilities	62



Operating lease liabilities	245
Other long-term liabilities	39
Liabilities held for sale	418
Liabilities held for sale, net	$	(21)

(1) Excludes amounts related to the establishment of liabilities for contractual and other payments associated with the Wireline Transaction, including the $700 million of fees payable for IP transit services discounted to present value and other payments to the Buyer anticipated in connection with the Wireline Transaction.

During the three months ended March 31, 2023, we recognized a pre-tax gain of $42 million, which is included within Gain on disposal group held for sale on our Condensed Consolidated Statements of Comprehensive Income. This gain was primarily due to a decrease in our accrual of estimated costs to sell.

The present value of the liability for fees payable for IP transit services was recognized as a component of Loss on disposal group held for sale in 2022, as we have not currently identified any path to utilize such services in our continuing operations

Index for Notes to the Condensed Consolidated Financial Statements

and have committed to execute the agreement as a closing condition for the Wireline Transaction. We will continue to evaluate potential uses on an ongoing basis over the life of the agreement. $321 million and $334 million of this liability, including accrued interest, is presented within Other current liabilities and Other long-term liabilities, respectively, on our Condensed Consolidated Balance Sheets as of March 31, 2023, in accordance with the expected timing of the related payments. $2 million and $26 million for contractual and other payments associated with the Wireline Transaction are presented within Other current liabilities and Other long-term liabilities, respectively, on our Condensed Consolidated Balance Sheets as of March 31, 2023, in accordance with the expected timing of the related payments.

We do not consider the sale of the Wireline Business to be a strategic shift that will have a major effect on the Company’s operations and financial results, and therefore it does not qualify for reporting as a discontinued operation.

Note 12 – Earnings Per Share

The computation of basic and diluted earnings per share was as follows:


	Three Months Ended March 31,
(in millions, except shares and per share amounts)		2023		2022



Net income		$	1,940	$	713








Weighted-average shares outstanding – basic		1,219,608,362		1,250,505,999
Effect of dilutive securities:
Outstanding stock options and unvested stock awards		4,996,336		4,862,593


Weighted-average shares outstanding – diluted		1,224,604,698		1,255,368,592




Earnings per share – basic		$	1.59	$	0.57




Earnings per share – diluted		$	1.58	$	0.57

Potentially dilutive securities:
Outstanding stock options and unvested stock awards		98,175		2,054,344
SoftBank contingent consideration (1)		48,751,557		48,751,557

(1) Represents the weighted-average SoftBank Specified Shares that are contingently issuable from the Merger date of April 1, 2020, pursuant to a letter agreement dated February 20, 2020, between T-Mobile, SoftBank and DT.

As of March 31, 2023, we had authorized 100 million shares of preferred stock, with a par value of $0.00001 per share. There was no preferred stock outstanding as of March 31, 2023 and 2022. Potentially dilutive securities were not included in the computation of diluted earnings per share if to do so would have been anti-dilutive.

The SoftBank Specified Shares Amount of 48,751,557 shares of T-Mobile common stock was determined to be contingent consideration for the Merger and is not dilutive until the defined volume-weighted average price per share is reached.

Note 13 – Commitments and Contingencies

Purchase Commitments

We have commitments for non-dedicated transportation lines with varying expiration terms that generally extend through 2038. In addition, we have commitments to purchase wireless devices, network services, equipment, software, marketing sponsorship agreements and other items in the ordinary course of business, with various terms through 2043.

Our purchase commitments are approximately $4.4 billion for the 12-month period ending March 31, 2024, $5.1 billion in total for both of the 12-month periods ending March 31, 2025 and 2026, $2.9 billion in total for both of the 12-month periods ending March 31, 2027 and 2028, and $2.8 billion in total thereafter. These amounts are not reflective of our entire anticipated purchases under the related agreements but are determined based on the non-cancelable quantities or termination amounts to which we are contractually obligated.

Index for Notes to the Condensed Consolidated Financial Statements

estimated purchase price is excluded from our reported commitments above. See Note 2 – Business Combination for additional details.

Spectrum Leases

We lease spectrum from various parties. These leases include service obligations to the lessors. Certain spectrum leases provide for minimum lease payments, additional charges, renewal options and escalation clauses. Leased spectrum agreements have varying expiration terms that generally extend through 2050. We expect that all renewal periods in our spectrum leases will be exercised by us. Certain spectrum leases also include purchase options and right-of-first refusal clauses in which we are provided the opportunity to exercise our purchase option if the lessor receives a purchase offer from a third party. The purchase of the leased spectrum is at our option and therefore the option price is not included in the commitments below.

Our spectrum lease and service credit commitments, including renewal periods, are approximately $316 million for the 12-month period ending March 31, 2024, $581 million in total for both of the 12-month periods ending March 31, 2025 and 2026, $635 million in total for both of the 12-month periods ending March 31, 2027 and 2028, and $4.5 billion in total thereafter.

On August 8, 2022, we entered into License Purchase Agreements to acquire spectrum in the 600 MHz band from Channel 51 License Co LLC and LB License Co, LLC in exchange for total cash consideration of $3.5 billion. On March 30, 2023, we and the Sellers entered into Amended and Restated License Purchase Agreements pursuant to which we and the Sellers agreed to separate the transaction into two tranches of licenses, with the closings on the acquisitions of certain licenses in Chicago, Dallas and New Orleans (together representing $492 million of the aggregate $3.5 billion cash consideration) being deferred in order to potentially expedite the regulatory approval process for the remainder of the licenses. The agreements remain subject to regulatory approval and are excluded from our reported commitments above. See Note 5 – Spectrum License Transactions for additional details.

Contingencies and Litigation

Litigation and Regulatory Matters

We are involved in various lawsuits and disputes, claims, government agency investigations and enforcement actions, and other proceedings (“Litigation and Regulatory Matters”) that arise in the ordinary course of business, which include claims of patent infringement (most of which are asserted by non-practicing entities primarily seeking monetary damages), class actions, and proceedings to enforce FCC or other government agency rules and regulations. Those Litigation and Regulatory Matters are at various stages, and some of them may proceed to trial, arbitration, hearing, or other adjudication that could result in fines, penalties, or awards of monetary or injunctive relief in the coming 12 months if they are not otherwise resolved. We have established an accrual with respect to certain of these matters, where appropriate. The accruals are reflected on our condensed consolidated financial statements, but they are not considered to be, individually or in the aggregate, material. An accrual is established when we believe it is both probable that a loss has been incurred and an amount can be reasonably estimated. For other matters, where we have not determined that a loss is probable or because the amount of loss cannot be reasonably estimated, we have not recorded an accrual due to various factors typical in contested proceedings, including, but not limited to, uncertainty concerning legal theories and their resolution by courts or regulators, uncertain damage theories and demands, and a less than fully developed factual record. For Litigation and Regulatory Matters that may result in a contingent gain, we recognize such gains on our condensed consolidated financial statements when the gain is realized or realizable. We recognize legal costs expected to be incurred in connection with Litigation and Regulatory Matters as they are incurred. Except as otherwise specified below, we do not expect that the ultimate resolution of these Litigation and Regulatory Matters, individually or in the aggregate, will have a material adverse effect on our financial position, but we note that an unfavorable outcome of some or all of the specific matters identified below or other matters that we are or may become involved in could have a material adverse impact on results of operations or cash flows for a particular period. This assessment is based on our current understanding of relevant facts and circumstances. As such, our view of these matters is subject to inherent uncertainties and may change in the future.

On February 28, 2020, we received a Notice of Apparent Liability for Forfeiture and Admonishment from the FCC, which proposed a penalty against us for allegedly violating section 222 of the Communications Act and the FCC’s regulations governing the privacy of customer information. In the first quarter of 2020, we recorded an accrual for an estimated payment amount. We maintained the accrual as of March 31, 2023, and that accrual was included in Accounts payable and accrued liabilities on our Condensed Consolidated Balance Sheets.

On April 1, 2020, in connection with the closing of the Merger, we assumed the contingencies and litigation matters of Sprint. Those matters include a wide variety of disputes, claims, government agency investigations and enforcement actions, and other

Index for Notes to the Condensed Consolidated Financial Statements

proceedings. These matters include, among other things, certain ongoing FCC and state government agency investigations into Sprint’s Lifeline program. In September 2019, Sprint notified the FCC that it had claimed monthly subsidies for serving subscribers even though these subscribers may not have met usage requirements under Sprint's usage policy for the Lifeline program, due to an inadvertent coding issue in the system used to identify qualifying subscriber usage that occurred in July 2017 while the system was being updated. Sprint has made a number of payments to reimburse the federal government and certain states for excess subsidy payments.

We note that pursuant to Amendment No. 2, dated as of February 20, 2020, to the Business Combination Agreement, dated as of April 29, 2018, by and among the Company, Sprint and the other parties named therein (as amended, the “Business Combination Agreement”), SoftBank agreed to indemnify us against certain specified matters and losses, including those relating to the Lifeline matters described above. Resolution of these matters could require making additional reimbursements and paying additional fines and penalties, which we do not expect to have a significant impact on our financial results. We expect that any additional liabilities related to these indemnified matters would be indemnified and reimbursed by SoftBank.

On June 1, 2021, a putative shareholder class action and derivative lawsuit was filed in the Delaware Court of Chancery, Dinkevich v. Deutsche Telekom AG, et al., Case No. C.A. No. 2021-0479, against DT, SoftBank and certain of our current and former officers and directors, asserting breach of fiduciary duty claims relating to the repricing amendment to the Business Combination Agreement, and to SoftBank’s monetization of its T-Mobile shares. We are also named as a nominal defendant in the case. We are unable to predict the potential outcome of these claims.

In October 2020, we notified Mobile Virtual Network Operators (“MVNOs”) using the legacy Sprint CDMA network that we planned to retire that network on December 31, 2021. In response to that notice, DISH, which had Boost Mobile customers who used the legacy Sprint CDMA network, made several efforts to prevent us from retiring the CDMA network until mid-2023, including pursuing a Petition for Modification and related proceedings pursuant to the California Public Utilities Commission’s (the “CPUC”) April 2020 decision concerning the Merger. As of June 30, 2022, the orderly decommissioning of the legacy Sprint CDMA network had been completed, although certain of the CPUC proceedings remain in process.

On August 12, 2021, we became aware of a cybersecurity issue involving unauthorized access to T-Mobile’s systems (the “August 2021 cyberattack”). We immediately began an investigation and engaged cybersecurity experts to assist with the assessment of the incident and to help determine what data was impacted. Our investigation uncovered that the perpetrator had illegally gained access to certain areas of our systems on or about March 18, 2021, but only gained access to and took data of current, former, and prospective customers beginning on or about August 3, 2021. With the assistance of our outside cybersecurity experts, we located and closed the unauthorized access to our systems and identified current, former and prospective customers whose information was impacted and notified them, consistent with state and federal requirements. We also undertook a number of other measures to demonstrate our continued support and commitment to data privacy and protection. We also coordinated with law enforcement. Our forensic investigation is complete, and we believe we have a full view of the data compromised.

As a result of the August 2021 cyberattack, we have become subject to numerous lawsuits, including mass arbitration claims and multiple class action lawsuits that have been filed in numerous jurisdictions seeking, among other things, unspecified monetary damages, costs and attorneys’ fees arising out of the August 2021 cyberattack. In December 2021, the Judicial Panel on Multidistrict Litigation consolidated the federal class action lawsuits in the U.S. District Court for the Western District of Missouri under the caption In re: T-Mobile Customer Data Security Breach Litigation, Case No. 21-md-3019-BCW. On July 22, 2022, we entered into an agreement to settle the lawsuit. On July 26, 2022, we received preliminary approval of the proposed settlement, which remains subject to final court approval. The court conducted a final approval hearing on January 20, 2023, and we await a ruling from the court. If approved by the court, under the terms of the proposed settlement, we would pay an aggregate of $350 million to fund claims submitted by class members, the legal fees of plaintiffs’ counsel and the costs of administering the settlement. We would also commit to an aggregate incremental spend of $150 million for data security and related technology in 2022 and 2023. We anticipate that, upon court approval, the settlement will provide a full release of all claims arising out of the August 2021 cyberattack by class members, who do not opt out, against all defendants, including us, our subsidiaries and affiliates, and our directors and officers. The settlement contains no admission of liability, wrongdoing or responsibility by any of the defendants. We have the right to terminate the settlement agreement under certain conditions.

If approved by the court, we anticipate that this settlement of the class action, along with other settlements of separate consumer claims that have been previously completed or are currently pending, will resolve substantially all of the claims brought to date by our current, former and prospective customers who were impacted by the 2021 cyberattack. In connection with the proposed class action settlement and the separate settlements, we recorded a total pre-tax charge of approximately $400 million in the second quarter of 2022. During the three months ended March 31, 2023, we recognized $50 million in reimbursements from insurance carriers for costs incurred related to the August 2021 cyberattack, which is included as a reduction to Selling, general

Index for Notes to the Condensed Consolidated Financial Statements

and administrative expenses on our Condensed Consolidated Statements of Comprehensive Income. The ultimate resolution of the class action depends on whether we will be able to obtain court approval of the proposed settlement, the number of plaintiffs who opt-out of the proposed settlement and whether the proposed settlement will be appealed.

In addition, in September 2022, a purported Company shareholder filed a derivative action in the Delaware Chancery Court under the caption Harper v. Sievert et al., Case No. 2022-0819-SG, against our current directors and certain of our former directors, alleging claims for breach of fiduciary duty relating to the Company’s cybersecurity practices. We are also named as a nominal defendant in the lawsuit. We are unable at this time to predict the potential outcome of this lawsuit or whether we may be subject to further private litigation.

We have also received inquiries from various government agencies, law enforcement and other governmental authorities related to the August 2021 cyberattack which could result in substantial fines or penalties. We are cooperating fully with these agencies and regulators and working with them to resolve these matters. While we hope to resolve them in the near term, we cannot predict the timing or outcome of any of these matters, or whether we may be subject to further regulatory inquiries, investigations, or enforcement actions.

In light of the inherent uncertainties involved in such matters and based on the information currently available to us, in addition to the previously recorded pre-tax charge of approximately $400 million noted above, we believe it is reasonably possible that we could incur additional losses associated with these proceedings and inquiries, and we will continue to evaluate information as it becomes known and will record an estimate for losses at the time or times when it is both probable that a loss has been incurred and the amount of the loss is reasonably estimable. Ongoing legal and other costs related to these proceedings and inquiries, as well as any potential future actions, may be substantial, and losses associated with any adverse judgments, settlements, penalties or other resolutions of such proceedings and inquiries could be material to our business, reputation, financial condition, cash flows and operating results.

On June 17, 2022, plaintiffs filed a putative antitrust class action complaint in the Northern District of Illinois, Dale et al. v. Deutsche Telekom AG, et al., Case No. 1:22-cv-03189, against DT, T-Mobile, and SoftBank, alleging that the Merger violated the antitrust laws and harmed competition in the U.S. retail cell service market. Plaintiffs seek injunctive relief and trebled monetary damages on behalf of a purported class of AT&T and Verizon customers who plaintiffs allege paid artificially inflated prices due to the Merger. We intend to vigorously defend this lawsuit, but we are unable to predict the potential outcome.

On January 5, 2023, we identified that a bad actor was obtaining data through a single Application Programming Interface (“API”) without authorization. Based on our investigation, the impacted API is only able to provide a limited set of customer account data, including name, billing address, email, phone number, date of birth, T-Mobile account number and information such as the number of lines on the account and plan features. The result from our investigation indicates that the bad actor(s) obtained data from this API for approximately 37 million current postpaid and prepaid customer accounts, though many of these accounts did not include the full data set. We believe that the bad actor first retrieved data through the impacted API starting on or around November 25, 2022. We have notified individuals whose information was impacted consistent with state and federal requirements.

In connection with the January 2023 cyberattack, we became subject to consumer class actions and regulatory inquires, to which we will respond in due course and may incur significant expenses. However, we cannot predict the timing or outcome of any of these potential matters, or whether we may be subject to additional legal proceedings, claims, regulatory inquiries, investigations, or enforcement actions. In addition, we are unable to predict the full impact of this incident on customer behavior in the future, including whether a change in our customers’ behavior could negatively impact our results of operations on an ongoing basis, although we presently do not expect that it will have a material effect on our operations.

Note 14 – Restructuring Costs

Upon close of the Merger in April 2020, we began implementing restructuring initiatives to realize cost efficiencies and reduce redundancies. The major activities associated with the Merger restructuring initiatives to date include contract termination costs associated with the rationalization of retail stores, distribution channels, duplicative network and backhaul services and other agreements, severance costs associated with the integration of redundant processes and functions and the decommissioning of certain small cell sites and distributed antenna systems to achieve Merger synergies in network costs.

Index for Notes to the Condensed Consolidated Financial Statements

The following table summarizes the expenses incurred in connection with our Merger restructuring initiatives:



(in millions)	Three Months Ended March 31, 2023		Incurred to Date
Contract termination costs	$	—	$	423
Severance costs	3		574
Network decommissioning	87		1,564
Total restructuring plan expenses	$	90	$	2,561

The expenses associated with our Merger restructuring initiatives are included in Costs of services and Selling, general and administrative expenses on our Condensed Consolidated Statements of Comprehensive Income.

Our Merger restructuring initiatives also include the acceleration or termination of certain of our operating and financing leases for cell sites, switch sites, retail stores, network equipment and office facilities. Incremental expenses associated with accelerating amortization of the right-of-use assets on lease contracts were $139 million and $464 million for the three months ended March 31, 2023 and 2022, respectively, and are included in Costs of services and Selling, general and administrative expenses on our Condensed Consolidated Statements of Comprehensive Income.

The changes in the liabilities associated with our Merger restructuring initiatives, including expenses incurred and cash payments, are as follows:


(in millions)	December 31, 2022		Expenses Incurred		Cash Payments		Adjustments for Non-Cash Items (1)		March 31, 2023
Contract termination costs	$	190	$	—	$	(8)	$	—	$	182
Severance costs	—		3		(5)		3		1
Network decommissioning	280		87		(88)		(10)		269
Total	$	470	$	90	$	(101)	$	(7)	$	452

(1) Non-cash items primarily consist of the write-off of assets within Network decommissioning.

The liabilities accrued in connection with our Merger restructuring initiatives are presented in Accounts payable and accrued liabilities on our Condensed Consolidated Balance Sheets.

We expect to incur substantially all remaining costs associated with our Merger restructuring activities by the end of this year, with the related cash outflows extending beyond 2023.

Note 15 – Additional Financial Information

Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities, excluding amounts classified as held for sale, are summarized as follows:


(in millions)	March 31, 2023		December 31, 2022
Accounts payable	$	6,429	$	7,213
Payroll and related benefits	859		1,236
Property and other taxes, including payroll	1,630		1,657
Accrued interest	797		731
Commissions and contract termination costs	469		523

Toll and interconnect	195		227

Other	712		688
Accounts payable and accrued liabilities	$	11,091	$	12,275

Book overdrafts included in accounts payable were $556 million and $720 million as of March 31, 2023, and December 31, 2022, respectively.

Index for Notes to the Condensed Consolidated Financial Statements

Supplemental Condensed Consolidated Statements of Cash Flows Information

The following table summarizes T-Mobile’s supplemental cash flow information:


	Three Months Ended March 31,
(in millions)		2023		2022
Interest payments, net of amounts capitalized		$	840	$	778
Operating lease payments		1,314		1,048
Income tax payments		27		—
Non-cash investing and financing activities

Non-cash beneficial interest obtained in exchange for securitized receivables		$	1,119	$	1,018

Change in accounts payable and accrued liabilities for purchases of property and equipment		(329)		(183)



Increase in Tower obligations from contract modification		—		1,158
Operating lease right-of-use assets obtained in exchange for lease obligations		439		5,975
Financing lease right-of-use assets obtained in exchange for lease obligations		239		298

Cash and cash equivalents, including restricted cash and cash held for sale

Cash and cash equivalents, including restricted cash and cash held for sale, presented on our Condensed Consolidated Statements of Cash Flows were included on our Condensed Consolidated Balance Sheets as follows:


(in millions)	March 31, 2023		December 31, 2022
Cash and cash equivalents	$	4,540	$	4,507
Cash and cash equivalents held for sale (included in Other current assets)	30		27
Restricted cash (included in Other current assets)	85		73
Restricted cash (included in Other assets)	69		67
Cash and cash equivalents, including restricted cash and cash held for sale	$	4,724	$	4,674

Note 16 – Subsequent Events

Subsequent to March 31, 2023, from April 1, 2023, through April 21, 2023, we repurchased 5,114,527 shares of our common stock at an average price per share of $147.96 for a total purchase price of $757 million. See Note 10 – Repurchases of Common Stock for additional information.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Statement Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q (“Form 10-Q”) of T-Mobile US, Inc. (“T-Mobile,” “we,” “our,” “us” or the “Company”) includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, including information concerning our future results of operations, are forward-looking statements. These forward-looking statements are generally identified by the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “could” or similar expressions. Forward-looking statements are based on current expectations and assumptions, which are subject to risks and uncertainties that may cause actual results to differ materially from the forward-looking statements. The following important factors, along with the Risk Factors included in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2022, and Part II, Item 1A of this Form 10-Q, could affect future results and cause those results to differ materially from those expressed in the forward-looking statements:

•competition, industry consolidation and changes in the market for wireless communications services and other forms of connectivity;

•criminal cyberattacks, disruption, data loss or other security breaches;

•our inability to take advantage of technological developments on a timely basis;

•our inability to retain or motivate key personnel, hire qualified personnel or maintain our corporate culture;

•system failures and business disruptions, allowing for unauthorized use of or interference with our network and other systems;

•the scarcity and cost of additional wireless spectrum, and regulations relating to spectrum use;

•the difficulties in maintaining multiple billing systems following our merger (the “Merger”) with Sprint Corporation (“Sprint”) pursuant to a Business Combination Agreement with Sprint and the other parties named therein (as amended, the “Business Combination Agreement”) and any unanticipated difficulties, disruption, or significant delays in our long-term strategy to convert Sprint’s legacy customers onto T-Mobile’s billing platforms;

•the impacts of the actions we have taken and conditions we have agreed to in connection with the regulatory proceedings and approvals of the Merger and the other transactions contemplated by the Business Combination Agreement (collectively, the “Transactions”), including the acquisition by DISH Network Corporation (“DISH”) of the prepaid wireless business operated under the Boost Mobile and Sprint prepaid brands (excluding the Assurance brand Lifeline customers and the prepaid wireless customers of Shenandoah Personal Communications Company LLC (“Shentel”) and Swiftel Communications, Inc.), including customer accounts, inventory, contracts, intellectual property and certain other specified assets, and the assumption of certain related liabilities (collectively, the “Prepaid Transaction”), the complaint and proposed final judgment agreed to by us, Deutsche Telekom AG (“DT”), Sprint, SoftBank Group Corp. (“SoftBank”) and DISH with the U.S. District Court for the District of Columbia, which was approved by the Court on April 1, 2020, the proposed commitments filed with the Secretary of the Federal Communications Commission (“FCC”), which we announced on May 20, 2019, certain national security commitments and undertakings, and any other commitments or undertakings entered into, including, but not limited to, those we have made to certain states and nongovernmental organizations (collectively, the “Government Commitments”), and the challenges in satisfying the Government Commitments in the required time frames and the significant cumulative costs incurred in tracking and monitoring compliance over multiple years;

•adverse economic, political or market conditions in the U.S. and international markets, including changes resulting from increases in inflation or interest rates, supply chain disruptions and impacts of current geopolitical instability caused by the war in Ukraine;

•our inability to manage the ongoing commercial and transition services arrangements entered into in connection with the Prepaid Transaction, and known or unknown liabilities arising in connection therewith;

•the timing and effects of any future acquisition, divestiture, investment, or merger involving us;

•any disruption or failure of our third parties (including key suppliers) to provide products or services for the operation of our business;

•our inability to fully realize the synergy benefits from the Transactions in the expected time frame;

•our substantial level of indebtedness and our inability to service our debt obligations in accordance with their terms or to comply with the restrictive covenants contained therein;

•changes in the credit market conditions, credit rating downgrades or an inability to access debt markets;

•restrictive covenants including the agreements governing our indebtedness and other financings;

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•the risk of future material weaknesses we may identify or any other failure by us to maintain effective internal controls, and the resulting significant costs and reputational damage;

•any changes in regulations or in the regulatory framework under which we operate;

•laws and regulations relating to the handling of privacy and data protection;

•unfavorable outcomes of and increased costs from existing or future regulatory or legal proceedings;

•our offering of regulated financial services products and exposure to a wide variety of state and federal regulations;

•new or amended tax laws or regulations or administrative interpretations and judicial decisions affecting the scope or application of tax laws or regulations;

•our wireless licenses, including those controlled through leasing agreements, are subject to renewal and may be revoked;

•our exclusive forum provision as provided in our Fifth Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”);

•interests of DT, our controlling stockholder, that may differ from the interests of other stockholders;

•future sales of our common stock by DT and SoftBank and our inability to attract additional equity financing outside the United States due to foreign ownership limitations by the FCC; and

•our 2022 Stock Repurchase Program (as defined in Note 10 – Repurchases of Common Stock of the Notes to the Condensed Consolidated Financial Statements) may not be fully consummated, and our share repurchase program may not enhance long-term stockholder value.

Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law.

Investors and others should note that we announce material information to our investors using our investor relations website (https://investor.t-mobile.com), newsroom website (https://t-mobile.com/news), press releases, SEC filings and public conference calls and webcasts. We intend to also use certain social media accounts as means of disclosing information about us and our services and for complying with our disclosure obligations under Regulation FD (the @TMobileIR Twitter account (https://twitter.com/TMobileIR), the @MikeSievert Twitter account (https://twitter.com/MikeSievert), which Mr. Sievert also uses as a means for personal communications and observations, and the @TMobileCFO Twitter Account (https://twitter.com/tmobilecfo) and our Chief Financial Officer’s LinkedIn account (https://www.linkedin.com/in/peter-osvaldik-3887394), both of which Mr. Osvaldik also uses as a means for personal communication and observations). The information we post through these social media channels may be deemed material. Accordingly, investors should monitor these social media channels in addition to following our press releases, SEC filings and public conference calls and webcasts. The social media channels that we intend to use as a means of disclosing the information described above may be updated from time to time as listed on our Investor Relations website.

Overview

The objectives of our Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) are to provide users of our condensed consolidated financial statements with the following:

•A narrative explanation from the perspective of management of our financial condition, results of operations, cash flows, liquidity and certain other factors that may affect future results;

•Context to the condensed consolidated financial statements; and

•Information that allows assessment of the likelihood that past performance is indicative of future performance.

Our MD&A is provided as a supplement to, and should be read together with, our unaudited condensed consolidated financial statements as of and for the three months ended March 31, 2023, included in Part I, Item 1 of this Form 10-Q, and audited consolidated financial statements, included in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2022. Except as expressly stated, the financial condition and results of operations discussed throughout our MD&A are those of T-Mobile US, Inc. and its consolidated subsidiaries.

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Sprint Merger, Network Integration and Decommissioning Activities

Merger-Related Costs

Merger-related costs associated with the Merger and acquisitions of affiliates 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;

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

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

Restructuring costs are disclosed below under “Restructuring” and in Note 14 – Restructuring Costs of the Notes to the Condensed 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 Condensed Consolidated Statements of Cash Flows.

Merger-related costs are presented below:


(in millions)	Three Months Ended March 31,			Change
		2023		2022		$		%
Merger-related costs
Cost of services, exclusive of depreciation and amortization		$	208	$	607	$	(399)	(66)	%
Cost of equipment sales, exclusive of depreciation and amortization		(9)		751		(760)		(101)	%
Selling, general and administrative		159		55		104		189	%
Total Merger-related costs		$	358	$	1,413	$	(1,055)	(75)	%

Net cash payments for Merger-related costs		$	484	$	893	$	(409)	(46)	%

We expect to incur substantially all of the remaining projected Merger-related costs of approximately $600 million, excluding capital expenditures, by the end of 2023, with the cash expenditure for the Merger-related costs extending beyond 2023.

We are evaluating additional restructuring initiatives which are dependent on consultations and negotiation with certain counterparties and the expected impact on our business operations, which could affect the amount or timing of the restructuring costs and related payments. We expect our principal sources of funding to be sufficient to meet our liquidity requirements and anticipated payments associated with the restructuring initiatives.

Restructuring

Upon the close of the Merger in April 2020, we began implementing restructuring initiatives to realize cost efficiencies from the Merger. The major activities associated with the restructuring initiatives to date include:

•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; and

•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 14 – Restructuring Costs of the Notes to the Condensed Consolidated Financial Statements.

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Anticipated Merger Synergies

As a result of our ongoing restructuring and integration activities, we expect to realize Merger synergies by eliminating redundancies within our combined network as well as other business processes and operations (see “Restructuring” above). For full-year 2023, we expect Merger synergies from Selling, general and administrative expense reductions of $2.6 billion to $2.7 billion, Cost of service expense reductions of $3.1 billion to $3.2 billion and avoided network expenses of approximately $1.6 billion.

Wireline

On September 6, 2022, we entered into the Wireline Sale Agreement to sell the Wireline Business for a total purchase price of $1. In addition, at the consummation of the Wireline Transaction, we will enter into an agreement for IP transit services for $700 million. Subject to the satisfaction or waiver of certain conditions and the other terms and conditions of the Wireline Sale Agreement, the Wireline Transaction is expected to close in the beginning of May 2023. As a result of the Wireline Sale Agreement and related anticipated Wireline Transaction, we concluded that the Wireline Business met the held for sale criteria upon entering into the Wireline Sale Agreement. As such, the assets and liabilities of the Wireline Business disposal group are classified as held for sale and presented within Other current assets and Other current liabilities on our Condensed Consolidated Balance Sheets as of March 31, 2023, and December 31, 2022. The fair value of the Wireline Business disposal group, less costs to sell, will be reassessed during each subsequent reporting period it remains classified as held for sale, and any remeasurement to the lower of carrying amount or fair value less costs to sell will be reported as an adjustment to the gain or loss on disposal group held for sale.

For more information regarding the Wireline Sale Agreement, see Note 11 – Wireline of the Notes to the Condensed Consolidated Financial Statements.

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, for a maximum purchase price of $1.35 billion to be paid out 39% in cash and 61% in shares of T-Mobile common stock. The purchase price is variable dependent upon specified performance indicators of Ka’ena Corporation during certain periods before and after closing and consists of an upfront payment at closing of the transaction, subject to certain agreed-upon adjustments, and a variable earnout payable 24 months after closing of the transaction. The upfront payment is estimated to be approximately $950 million, before working capital adjustments. The acquisition is subject to certain customary closing conditions, including certain regulatory approvals, and is expected to close by the end of 2023.

Ka’ena Corporation is currently one of our wholesale partners, offering wireless telecommunications services to customers leveraging our network. Upon closing of the transactions, we expect to recognize customers of Ka’ena Corporation as prepaid customers and expect to see an increase in Prepaid revenues, partially offset by a decrease in Wholesale revenues.

Recent Cyberattacks

In August 2021, we were subject to a criminal cyberattack involving unauthorized access to T-Mobile’s systems. As a result of the attack, we are subject to numerous arbitration demands and lawsuits, including class action lawsuits, and regulatory inquiries as described in Note 13 – Commitments and Contingencies of the Notes to the Condensed Consolidated Financial Statements.

During the three months ended March 31, 2023, we recognized $50 million in reimbursements from insurance carriers for costs incurred related to the August 2021 cyberattack. We are pursuing additional reimbursements from insurance carriers for costs incurred related to the August 2021 cyberattack.

In January 2023, we disclosed that a bad actor was obtaining data through a single Application Programming Interface (“API”) without authorization. Based on our investigation, the impacted API is only able to provide a limited set of customer account data, including name, billing address, email, phone number, date of birth, T-Mobile account number and information such as the number of lines on the account and plan features. The result from our investigation indicates that the bad actor(s) obtained data from this API for approximately 37 million current postpaid and prepaid customer accounts, though many of these accounts did not include the full data set. We believe that the bad actor first retrieved data through the impacted API starting on or around November 25, 2022. We have notified individuals whose information was impacted consistent with state and federal requirements.

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We will respond to litigation and regulatory inquiries in connection with this incident and may incur significant expenses. However, we cannot predict the timing or outcome of any of these potential matters, or whether we may be subject to regulatory inquiries, investigations, or enforcement actions. In addition, we are unable to predict the full impact of this incident on customer behavior in the future, including whether a change in our customers’ behavior could negatively impact our results of operations on an ongoing basis, although we presently do not expect that it will have a material effect on our operations.

Additionally, following the August 2021 cyberattack, we commenced a substantial multi-year investment working with leading external cybersecurity experts to enhance our cybersecurity capabilities and transform our approach to cybersecurity. While we have made progress to date, we plan to continue to make substantial investments to strengthen our cybersecurity program in future periods.

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Results of Operations

Set forth below is a summary of our consolidated financial results:


	Three Months Ended March 31,	Change
(in millions)		2023		2022		$		%
Revenues

Postpaid revenues		$	11,862	$	11,201	$	661	6	%
Prepaid revenues		2,417		2,455		(38)		(2)	%
Wholesale and other service revenues		1,267		1,472		(205)		(14)	%





Total service revenues		15,546		15,128		418		3	%





Equipment revenues		3,719		4,694		(975)		(21)	%
Other revenues		367		298		69		23	%

Total revenues		19,632		20,120		(488)		(2)	%
Operating expenses

Cost of services, exclusive of depreciation and amortization shown separately below		3,061		3,727		(666)		(18)	%
Cost of equipment sales, exclusive of depreciation and amortization shown separately below		4,588		5,946		(1,358)		(23)	%
Selling, general and administrative		5,425		5,056		369		7	%

Gain on disposal group held for sale		(42)		—		(42)		NM
Depreciation and amortization		3,203		3,585		(382)		(11)	%



Total operating expenses		16,235		18,314		(2,079)		(11)	%
Operating income		3,397		1,806		1,591		88	%
Other expense, net

Interest expense, net		(835)		(864)		29		(3)	%


Other income (expense), net		9		(11)		20		(182)	%

Total other expense, net		(826)		(875)		49		(6)	%

Income before income taxes		2,571		931		1,640		176	%
Income tax expense		(631)		(218)		(413)		189	%



Net income		$	1,940	$	713	$	1,227	172	%






Statement of Cash Flows Data
Net cash provided by operating activities		$	4,051	$	3,845	$	206	5	%
Net cash used in investing activities		(1,728)		(5,092)		3,364		(66)	%
Net cash used in financing activities		(2,273)		(2,136)		(137)		6	%
Non-GAAP Financial Measures
Adjusted EBITDA		$	7,199	$	6,950	$	249	4	%
Core Adjusted EBITDA		7,052		6,463		589		9	%
Adjusted Free Cash Flow		2,401		1,649		752		46	%

NM - Not Meaningful

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The following discussion and analysis is for the three months ended March 31, 2023, compared to the same period in 2022 unless otherwise stated.

Total revenues decreased $488 million, or 2%. The components of these changes are discussed below.

Postpaid revenues increased $661 million, or 6%, primarily from:

•Higher average postpaid accounts; and

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

Prepaid revenues decreased $38 million, or 2%, primarily from:

•Lower prepaid ARPU. See “Prepaid ARPU” in the “Performance Measures” section of this MD&A; partially offset by

•Higher average prepaid customers.

Wholesale and other service revenues decreased $205 million, or 14%, primarily from lower Lifeline and MVNO revenues.

Equipment revenues decreased $975 million, or 21%, primarily from:

•A decrease of $385 million 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

•An increase in contra-revenue primarily driven by higher imputed interest rates on EIP, which is recognized in Other revenues over the device financing term; partially offset by

•Higher average revenue per device sold primarily driven by higher promotions in the prior year period, which included promotions for Sprint customers to facilitate the migration to the T-Mobile network, partially offset by a decrease in the high-end phone mix; and

•A decrease of $340 million in lease revenues and a decrease of $87 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 from device financing from leasing to EIP.

Other revenues increased $69 million, or 23%, primarily from:

•Higher revenue from our device recovery program; and

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

Total operating expenses decreased $2.1 billion, or 11%. The components of this change are discussed below.

Cost of services, exclusive of depreciation and amortization, decreased $666 million, or 18%, primarily from:

•Higher realized Merger synergies; and

•A decrease of $399 million in Merger-related costs related to network decommissioning and integration as the majority of our decommissioning efforts were completed in 2022; partially offset by

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

Cost of equipment sales, exclusive of depreciation and amortization, decreased $1.4 billion, or 23%, primarily from:

•A decrease of $1.2 billion in device cost of equipment sales, excluding purchased leased devices, primarily from:

•Lower average cost per device sold driven by a decrease in the high-end phone mix.

•Cost of equipment sales for the three months ended March 31, 2023, included $9 million of Merger-related recoveries, compared to $751 million of Merger-related costs for the three months ended March 31, 2022.

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Selling, general and administrative expenses increased $369 million, or 7%, primarily from:

•Higher severance and restructuring expenses; and

•Higher Merger-related costs due to legal settlement gains recognized during the three months ended March 31, 2022, partially offset by lower integration expenses; partially offset by

•Higher realized Merger synergies.

•Selling, general and administrative expenses for the three months ended March 31, 2023, included $159 million of Merger-related costs, primarily related to integration and restructuring expenses, compared to $55 million of Merger-related costs for the three months ended March 31, 2022, which were partially offset by legal settlement gains.

Gain on disposal group held for sale was $42 million for the three months ended March 31, 2023. See Note 11 - Wireline of the Notes to the Condensed Consolidated Financial Statements for additional information. There was no gain or loss on disposal group held for sale for the three months ended March 31, 2022.

Depreciation and amortization decreased $382 million, or 11%, primarily from:

•Lower depreciation expense on leased devices, resulting from a lower number of total customer devices under lease; and

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

•Higher depreciation expense, excluding leased devices, from the continued build-out of our nationwide 5G network.

Operating income, the components of which are discussed above, increased $1.6 billion, or 88%.

Interest expense, net was relatively flat.

Other income (expense), net was relatively flat.

Income before income taxes, the components of which are discussed above, was $2.6 billion and $931 million for the three months ended March 31, 2023 and 2022, respectively.

Income tax expense increased $413 million, or 189%, primarily from higher income before income taxes.

Our effective tax rate was 24.5% and 23.3% for the three months ended March 31, 2023 and 2022, respectively.

Net income, the components of which are discussed above, was $1.9 billion and $713 million for the three months ended March 31, 2023 and 2022, respectively.

Net income included Merger-related costs, net of tax, of $268 million for the three months ended March 31, 2023, compared to $1.1 billion for the three months ended March 31, 2022.

Guarantor Financial Information

Pursuant to the applicable indentures and supplemental indentures, the Senior Notes to affiliates and third parties issued by T-Mobile USA, Inc., Sprint and Sprint Capital Corporation (collectively, the “Issuers”) are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by T-Mobile (“Parent”) and certain of Parent’s 100% owned subsidiaries (“Guarantor Subsidiaries”).

The guarantees of the Guarantor Subsidiaries are subject to release in limited circumstances only upon the occurrence of certain customary conditions. Generally, the guarantees of the Guarantor Subsidiaries with respect to the Senior Notes issued by T-Mobile USA, Inc. (other than $3.5 billion in principal amount of Senior Notes issued in 2017 and 2018) and the credit agreement entered into by T-Mobile USA, Inc. 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.

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Basis of Presentation

The following tables include summarized financial information of the obligor groups of debt issued by T-Mobile USA, Inc., Sprint and Sprint Capital Corporation. The summarized financial information of each obligor group is presented on a combined basis with balances and transactions within the obligor group eliminated. Investments in and the equity in earnings of non-guarantor subsidiaries, which would otherwise be consolidated in accordance with GAAP, are excluded from the below summarized financial information pursuant to SEC Regulation S-X Rule 13-01.

The summarized balance sheet information for the consolidated obligor group of debt issued by T-Mobile USA, Inc. is presented in the table below:


(in millions)	March 31, 2023		December 31, 2022
Current assets	$	17,391	$	17,661
Noncurrent assets	180,742		181,673
Current liabilities	22,153		23,146
Noncurrent liabilities	123,513		120,385
Due to non-guarantors	9,762		9,325

Due to related parties	1,534		1,571

The summarized results of operations information for the consolidated obligor group of debt issued by T-Mobile USA, Inc. is presented in the table below:


(in millions)	Three Months Ended March 31, 2023		Year Ended December 31, 2022

Total revenues	$	18,958	$	77,054
Operating income	2,452		2,985
Net income (loss)	1,027		(572)
Revenue from non-guarantors	578		2,427
Operating expenses to non-guarantors	668		2,659
Other expense to non-guarantors	(159)		(327)

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


(in millions)	March 31, 2023		December 31, 2022
Current assets	$	11,793	$	9,319
Noncurrent assets	11,290		11,271
Current liabilities	14,709		15,854
Noncurrent liabilities	95,416		65,118
Due to non-guarantors	30,988		3,930

Due to related parties	1,534		1,571

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


(in millions)	Three Months Ended March 31, 2023		Year Ended December 31, 2022

Total revenues	$	1	$	7
Operating loss	(729)		(3,479)
Net (loss) income (1)	(1,167)		2,471


Other (expense) income, net, (to) from non-guarantors	(396)		525

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

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


(in millions)	March 31, 2023		December 31, 2022
Current assets	$	11,793	$	9,320
Noncurrent assets	11,290		16,337
Current liabilities	14,781		15,926
Noncurrent liabilities	91,696		66,516
Due to non-guarantors	21,976		—
Due from non-guarantors	—		5,066
Due to related parties	1,534		1,571

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


(in millions)	Three Months Ended March 31, 2023		Year Ended December 31, 2022

Total revenues	$	1	$	7
Operating loss	(729)		(3,479)
Net (loss) income (1)	(1,116)		2,604


Other (expense) income, net, (to) from non-guarantors	(268)		941

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

Performance Measures

In managing our business and assessing financial performance, we supplement the information provided by our condensed consolidated financial statements with other operating or statistical data and non-GAAP financial measures. These operating and financial measures are utilized by our management to evaluate our operating performance and, in certain cases, our ability to meet liquidity requirements. Although companies in the wireless industry may not define each of these measures in precisely the same way, we believe that these measures facilitate comparisons with other companies in the wireless industry on key operating and financial measures.

Postpaid Accounts

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

The following table sets forth the number of ending postpaid accounts:


	As of March 31,	Change
(in thousands)		2023	2022	#	%

Postpaid accounts (1)		28,813	27,507	1,306	5	%

(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.

Postpaid Net Account Additions

The following table sets forth the number of postpaid net account additions:


	Three Months Ended March 31,	Change
(in thousands)		2023	2022	#	%

Postpaid net account additions		287	348	(61)	(18)	%

Postpaid net account additions decreased 61,000, or 18%, primarily from:

•Continued normalization of industry growth toward pre-pandemic levels; partially offset by

•Capturing above our market share of new customer relationships driven by our differentiated growth strategy in new and under-penetrated markets, including continued growth in High Speed Internet.

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Customers

A customer is generally defined as a SIM number with a unique T-Mobile identifier which is associated with an account that generates revenue. Customers are qualified either for postpaid service utilizing phones, High Speed Internet, tablets, wearables, DIGITS or other connected devices, where they generally pay after receiving service, or prepaid service, where they generally pay in advance of receiving service.

The following table sets forth the number of ending customers:


	As of March 31,	Change
(in thousands)		2023	2022	#	%
Customers, end of period

Postpaid phone customers (1)		73,372	70,656	2,716	4	%
Postpaid other customers (1)		20,153	17,767	2,386	13	%

Total postpaid customers		93,525	88,423	5,102	6	%
Prepaid customers		21,392	21,118	274	1	%

Total customers		114,917	109,541	5,376	5	%
Adjustments to customers (1)		—	(558)	558	(100)	%

(1) 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. 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.

High Speed Internet customers included in Postpaid other customers were 2,855,000 and 975,000 as of March 31, 2023 and 2022, respectively. High Speed Internet customers included in Prepaid customers were 314,000 and 9,000 as of March 31, 2023 and 2022, respectively.

Net Customer Additions

The following table sets forth the number of net customer additions:


	Three Months Ended March 31,		Change
(in thousands)		2023	2022		#	%
Net customer additions

Postpaid phone customers			538	589		(51)	(9)	%
Postpaid other customers			755	729		26	4	%

Total postpaid customers			1,293	1,318		(25)	(2)	%
Prepaid customers			26	62		(36)	(58)	%

Total customers			1,319	1,380		(61)	(4)	%
Adjustments to customers			—	(558)		558	(100)	%

Total net customer additions decreased 61,000, or 4%, primarily from:

•Lower postpaid phone net customer additions, primarily due to lower gross additions driven by continued normalization of industry growth toward pre-pandemic levels and fewer migrations from prepaid, partially offset by lower churn; and

•Lower prepaid net customer additions, primarily due to continued normalization of industry growth toward pre-pandemic levels, partially offset by growth in High Speed Internet and fewer migrations to postpaid; partially offset by

•Higher postpaid other net customer additions, primarily due to growth in High Speed Internet, partially offset by lower net additions from mobile internet devices.

•High Speed Internet net customer additions included in postpaid other net customer additions were 445,000 and 329,000 for the three months ended March 31, 2023 and 2022, respectively. High Speed Internet net customer additions included in prepaid net customer additions were 78,000 and 9,000 for the three months ended March 31, 2023 and 2022, respectively.

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Churn

Churn represents the number of customers whose service was disconnected as a percentage of the average number of customers during the specified period further divided by the number of months in the period. The number of customers whose service was disconnected is presented net of customers that subsequently had their service restored within a certain period of time and excludes customers who received service for less than a certain minimum period of time. We believe that churn provides management, investors and analysts with useful information to evaluate customer retention and loyalty.

The following table sets forth the churn:


		Three Months Ended March 31,				Change
	2023		2022
Postpaid phone churn				0.89	%	0.93	%	(4) bps
Prepaid churn				2.76	%	2.67	%	9 bps

Postpaid phone churn decreased 4 basis points, primarily from reduced Sprint churn as we progress through the integration process.

Prepaid churn increased 9 basis points, primarily due to more normalized payment performance relative to muted pandemic levels.

Postpaid Average Revenue 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. We believe postpaid ARPA provides management, investors and analysts with useful information to assess and evaluate our postpaid service revenue realization and assist in forecasting our future postpaid service revenues on a per account basis. We consider postpaid ARPA to be indicative of our revenue growth potential given the increase in the average number of postpaid phone customers per account and increases in postpaid other customers, including High Speed Internet, tablets, wearables, DIGITS or other connected devices.

The following table sets forth our operating measure ARPA:


(in dollars)	Three Months Ended March 31,	Change
				2023			2022	$		%





Postpaid ARPA		$	138.04		$	136.53		$	1.51	1	%

Postpaid ARPA increased $1.51, or 1%, primarily from:

•Higher premium services, primarily high-end rate plans;

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

•Higher non-recurring charges relative to muted pandemic levels; partially offset by

•An increase in High Speed Internet only accounts;

•Increased promotional activity, including autopay adoption; and

•Growth in rate plans for specific customer cohorts, such as Business, Military and First Responder.

Average Revenue Per User

Average Revenue per User (“ARPU”) represents the average monthly service revenue earned per customer. ARPU is calculated as service revenues for the specified period divided by the average number of customers during the period, further divided by the number of months in the period. We believe ARPU provides management, investors and analysts with useful information to assess and evaluate our service revenue per customer and assist in forecasting our future service revenues generated from our customer base. Postpaid phone ARPU excludes postpaid other customers and related revenues, which include High Speed Internet, tablets, wearables, DIGITS and other connected devices.

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The following table sets forth our operating measure ARPU:


(in dollars)	Three Months Ended March 31,	Change
				2023			2022	$		%







Postpaid phone ARPU		$	48.63		$	48.41		$	0.22	—	%












Prepaid ARPU		37.98			39.19			(1.21)		(3)	%

Postpaid Phone ARPU

Postpaid phone ARPU was relatively flat, primarily due to:

•Higher premium services, primarily high-end rate plans; and

•Higher non-recurring charges relative to muted pandemic levels; mostly offset by

•Increased promotional activity; and

•Growth in rate plans for specific customer cohorts, such as Business, Military and First Responder.

Prepaid ARPU

Prepaid ARPU decreased $1.21, or 3%, primarily due to:

•Dilution from promotional rate plan mix; partially offset by

•Higher non-recurring charges.

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. Core Adjusted EBITDA represents Adjusted EBITDA less device lease revenues. Adjusted EBITDA margin represents Adjusted EBITDA divided by Service revenues. 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. 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, gain on disposal groups held for sale and certain legal-related recoveries and expenses, as well as other special income and expenses 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. Adjusted EBITDA, Adjusted EBITDA margin, Core Adjusted EBITDA and Core Adjusted EBITDA margin have limitations as analytical tools and should not be considered in isolation or as substitutes for income from operations, net income or any other measure of financial performance reported in accordance with GAAP.

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The following table illustrates the calculation of Adjusted EBITDA and Core Adjusted EBITDA and reconciles Adjusted EBITDA and Core Adjusted EBITDA to Net income, which we consider to be the most directly comparable GAAP financial measure:


	Three Months Ended March 31,		Change
(in millions)		2023				2022				$	%

Net income			$	1,940			$	713			$	1,227	172	%
Adjustments:


Interest expense, net			835				864				(29)		(3)	%


Other (income) expense, net			(9)				11				(20)		(182)	%
Income tax expense			631				218				413		189	%

Operating income			3,397				1,806				1,591		88	%
Depreciation and amortization			3,203				3,585				(382)		(11)	%


Stock-based compensation (1)			173				136				37		27	%
Merger-related costs			358				1,413				(1,055)		(75)	%


Legal-related recoveries, net (2)			(43)				—				(43)		NM
Gain on disposal group held for sale			(42)				—				(42)		NM
Other, net (3)			153				10				143		NM

Adjusted EBITDA			7,199				6,950				249		4	%
Lease revenues			(147)				(487)				340		(70)	%
Core Adjusted EBITDA			$	7,052			$	6,463			$	589	9	%
Net income margin (Net income divided by Service revenues)			12		%		5		%				700 bps
Adjusted EBITDA margin (Adjusted EBITDA divided by Service revenues)			46		%		46		%				— bps
Core Adjusted EBITDA margin (Core Adjusted EBITDA divided by Service revenues)			45		%		43		%				200 bps

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

(2)Legal-related recoveries, 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.

NM - Not meaningful

Core Adjusted EBITDA increased $589 million, or 9%, for the three months ended March 31, 2023. The components comprising Core Adjusted EBITDA are discussed further above.

The increase was primarily due to:

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

•Higher Total service revenues; and

•Lower Cost of services, excluding Merger-related costs; partially offset by

•Lower Equipment revenues, excluding lease revenues; and

•Higher Selling, general and administrative expenses, excluding Merger-related costs and other special items.

Adjusted EBITDA increased $249 million, or 4%, for the three months ended March 31, 2023, primarily due to the fluctuations in Core Adjusted EBITDA, discussed above, partially offset by lower lease revenues, which decreased $340 million for the three months ended March 31, 2023.

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 and the Revolving Credit Facility (as defined below). 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.

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Cash Flows

The following is a condensed schedule of our cash flows:


	Three Months Ended March 31,	Change
(in millions)		2023		2022		$		%
Net cash provided by operating activities		$	4,051	$	3,845	$	206	5	%
Net cash used in investing activities		(1,728)		(5,092)		3,364		(66)	%
Net cash used in financing activities		(2,273)		(2,136)		(137)		6	%

Operating Activities

Net cash provided by operating activities increased $206 million, or 5%, primarily from:

•A $1.3 billion increase in Net income, adjusted for non-cash income and expense; partially offset by

•A $1.1 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, Accounts receivable and Short- and long-term operating lease liabilities, partially offset by lower use of cash from Equipment installment plan receivables and Inventory.

•Net cash provided by operating activities includes the impact of $484 million and $893 million in net payments for Merger-related costs for the three months ended March 31, 2023 and 2022, respectively.

Investing Activities

Net cash used in investing activities decreased $3.4 billion, or 66%. The use of cash was primarily from:

•$3.0 billion in Purchases of property and equipment, including capitalized interest, from the accelerated build-out of our nationwide 5G network; partially offset by

•$1.3 billion in Proceeds related to beneficial interests in securitization transactions.

Financing Activities

Net cash used in financing activities was $2.3 billion for the three months ended March 31, 2023. The use of cash was primarily from:

•$4.6 billion in Repurchases of common stock;

•$306 million in Repayments of financing lease obligations;

•$187 million in Tax withholdings on share-based awards; and

•$131 million in Repayments of long-term debt; partially offset by

•$3.0 billion in Proceeds from issuance of long-term debt.

Cash and Cash Equivalents

As of March 31, 2023, and December 31, 2022, our Cash and cash equivalents were $4.5 billion.

Adjusted Free Cash Flow

Adjusted Free Cash Flow represents Net cash provided by operating activities less cash payments for Purchases of property and equipment, including Proceeds from sales of tower sites and Proceeds related to beneficial interests in securitization transactions and less Cash payments for debt prepayment or debt extinguishment costs. 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 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. Adjusted Free Cash Flow Margin is utilized by management, investors, and analysts to evaluate the company’s ability to convert service revenue efficiently into cash available to pay debt, repurchase shares and provide further investment in the business.

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The table below provides a reconciliation of Adjusted Free Cash Flow to Net cash provided by operating activities, which we consider to be the most directly comparable GAAP financial measure.


	Three Months Ended March 31,					Change
(in millions)		2023	2022						$	%

Net cash provided by operating activities			$	4,051		$	3,845				$	206	5	%
Cash purchases of property and equipment, including capitalized interest			(3,001)			(3,381)					380		(11)	%
Proceeds from sales of tower sites			6			—					6		NM
Proceeds related to beneficial interests in securitization transactions			1,345			1,185					160		14	%

Adjusted Free Cash Flow			$	2,401		$	1,649				$	752	46	%
Net cash provided by operating activities margin (Net cash provided by operating activities divided by Service revenues)			26		%	25		%					100 bps
Adjusted Free Cash Flow margin (Adjusted Free Cash Flow divided by Service revenues)			15		%	11		%					400 bps

NM - Not Meaningful

Adjusted Free Cash Flow increased $752 million, or 46%. The increase was primarily impacted by the following:

•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;

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

•Higher 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 $484 million and $893 million in net payments for Merger-related costs for the three months ended March 31, 2023 and 2022, respectively.

During the three months ended March 31, 2023 and 2022, there were no significant net cash proceeds from securitization.

Borrowing Capacity

We maintain a revolving credit facility (the “Revolving Credit Facility”) with an aggregate commitment amount of $7.5 billion. As of March 31, 2023, there was no outstanding balance under the Revolving Credit Facility.

Debt Financing

As of March 31, 2023, our total debt and financing lease liabilities were $77.2 billion, excluding our tower obligations, of which $69.5 billion was classified as long-term debt and $1.3 billion was classified as long-term financing lease liabilities.

During the three months ended March 31, 2023, we issued long-term debt for net proceeds of $3.0 billion and repaid short-term debt with an aggregate principal amount of $131 million.

For more information regarding our debt financing transactions, see Note 7 - Debt of the Notes to the Condensed 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 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 (together representing $492 million of the aggregate $3.5 billion cash consideration) being deferred in order to potentially expedite the regulatory approval process for the remainder of the licenses. We anticipate that the first closing will occur in mid- to late-2023 and that the second closing (on the deferred licenses) will occur in 2024.

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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For more information regarding our License Purchase Agreements, see Note 5 – Spectrum License Transactions of the Notes to the Condensed Consolidated Financial Statements.

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 for a maximum purchase price of $1.35 billion to be paid out 39% in cash and 61% in shares of T-Mobile common stock. The purchase price is variable dependent upon specified performance indicators of Ka’ena Corporation during certain periods before and after closing and consists of an upfront payment at closing of the transaction, subject to certain agreed-upon adjustments, and a variable earnout payable 24 months after closing of the transaction. The upfront payment is estimated to be approximately $950 million, before working capital adjustments. The acquisition is subject to certain customary closing conditions, including certain regulatory approvals, and is expected to close by the end of 2023.

Off-Balance Sheet Arrangements

We have arrangements, as amended from time to time, to sell certain EIP accounts receivable and service accounts receivable on a revolving basis as a source of liquidity. As of March 31, 2023, we derecognized net receivables of $2.4 billion upon sale through these arrangements.

For more information regarding these off-balance sheet arrangements, see Note 4 – Sales of Certain Receivables of the Notes to the Condensed Consolidated Financial Statements.

Future Sources and Uses of Liquidity

We may seek additional sources of liquidity, including through the issuance of additional debt, to continue to opportunistically acquire spectrum licenses or other long-lived assets in private party transactions, repurchase shares, or for the refinancing of existing long-term debt on an opportunistic basis. 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, share repurchases and the execution of our integration plan.

We determine future liquidity requirements for operations, capital expenditures and share repurchases 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 are also expected to incur substantially all of the remaining projected Merger-related costs of approximately $600 million, excluding capital expenditures, by the end of 2023, with the cash expenditure for the Merger-related costs extending beyond 2023. While we have assumed that a certain level of Merger-related expenses will be incurred, factors beyond our control, including required consultation and negotiation with certain counterparties, could affect the total amount or the timing of these expenses. 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.

The indentures, supplemental indentures and credit agreements governing our long-term debt to affiliates and third parties, excluding financing leases, 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. We were in compliance with all restrictive debt covenants as of March 31, 2023.

Financing Lease Facilities

We have entered into uncommitted financing lease facilities with certain third parties that provide us with the ability to enter into financing leases for network equipment and services. As of March 31, 2023, we have committed to $7.8 billion of financing leases under these financing lease facilities, of which $238 million was executed during the three months ended March 31, 2023. We expect to enter into up to an additional $1.2 billion in financing lease commitments during the year ending December 31, 2023.

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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 5G network. We expect a reduction in capital expenditures related to these efforts in 2023 compared to 2022. Future capital expenditure requirements will include the deployment of our recently acquired C-band and 3.45 GHz spectrum licenses.

For more information regarding our spectrum licenses, see Note 5 – Spectrum License Transactions of the Notes to the Condensed Consolidated Financial Statements.

Stockholder Returns

We have never declared or paid any cash dividends on our common stock, and we do not intend to declare or pay any cash dividends on our common stock in the foreseeable future.

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. During the three months ended March 31, 2023, we repurchased shares of our common stock for a total purchase price of $4.8 billion, all of which were purchased under the 2022 Stock Repurchase Program. As of March 31, 2023, we had up to $6.2 billion remaining under the 2022 Stock Repurchase Program.

Subsequent to March 31, 2023, from April 1, 2023, through April 21, 2023, we repurchased additional shares of our common stock for a total purchase price of $757 million. As of April 21, 2023, we had up to $5.5 billion remaining under the 2022 Stock Repurchase Program.

For additional information regarding the 2022 Stock Repurchase Program, see Note 10 – Repurchases of Common Stock of the Notes to the Condensed Consolidated Financial Statements.

Related Party Transactions

We have related party transactions associated with DT or its affiliates in the ordinary course of business, including intercompany servicing and licensing.

As of April 21, 2023, DT held, directly or indirectly, approximately 50.4% of the outstanding T-Mobile common stock, with the remaining approximately 49.6% of the outstanding T-Mobile common stock held by SoftBank and other stockholders. As a result of the Proxy, Lock-Up and ROFR Agreement, dated April 1, 2020, by and between DT and SoftBank and the Proxy, Lock-Up and ROFR Agreement, dated June 22, 2020, by and among DT, Claure Mobile LLC, and Marcelo Claure, DT has voting control, as of April 21, 2023, over approximately 54.2% of the outstanding T-Mobile common stock.

Disclosure of Iranian Activities under Section 13(r) of the Exchange Act

Section 219 of the Iran Threat Reduction and the Syria Human Rights Act of 2012 added Section 13(r) to the Exchange Act. Section 13(r) requires an issuer to disclose in its annual or quarterly reports, as applicable, whether it or any of its affiliates knowingly engaged in certain activities, transactions or dealings relating to Iran or with designated natural persons or entities involved in terrorism or the proliferation of weapons of mass destruction. Disclosure is required even where the activities, transactions or dealings are conducted outside the U.S. by non-U.S. affiliates in compliance with applicable law, and whether or not the activities are sanctionable under U.S. law.

As of the date of this report, we are not aware of any activity, transaction or dealing by us or any of our affiliates for the three months ended March 31, 2023, that requires disclosure in this report under Section 13(r) of the Exchange Act, except as set forth below with respect to affiliates that we do not control and that are our affiliates solely due to their common control with either DT or SoftBank. We have relied upon DT and SoftBank for information regarding their respective activities, transactions and dealings.

DT, through certain of its non-U.S. subsidiaries, is party to roaming and interconnect agreements with the following mobile and fixed line telecommunication providers in Iran, some of which are or may be government-controlled entities: Telecommunication Kish Company, Mobile Telecommunication Company of Iran, and Telecommunication Infrastructure Company of Iran. In addition, during the three months ended March 31, 2023, DT, through certain of its non-U.S. subsidiaries,

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provided basic telecommunications services to four customers in Germany identified on the Specially Designated Nationals and Blocked Persons List maintained by the U.S. Department of Treasury’s Office of Foreign Assets Control: Bank Melli, Europäisch-Iranische Handelsbank, CPG Engineering & Commercial Services GmbH and Golgohar Trade and Technology GmbH. These services have been terminated or are in the process of being terminated. For the three months ended March 31, 2023, gross revenues of all DT affiliates generated by roaming and interconnection traffic and telecommunications services with the Iranian parties identified herein were less than $0.1 million, and the estimated net profits were less than $0.1 million.

In addition, DT, through certain of its non-U.S. subsidiaries that operate a fixed-line network in their respective European home countries (in particular Germany), provides telecommunications services in the ordinary course of business to the Embassy of Iran in those European countries. Gross revenues and net profits recorded from these activities for the three months ended March 31, 2023, were less than $0.1 million. We understand that DT intends to continue these activities.

Separately, SoftBank, through one of its non-U.S. subsidiaries, provides roaming services in Iran through Irancell Telecommunications Services Company. During the three months ended March 31, 2023, SoftBank had no gross revenues from such services and no net profit was generated. We understand that the SoftBank subsidiary intends to continue such services. This subsidiary also provides telecommunications services in the ordinary course of business to accounts affiliated with the Embassy of Iran in Japan. During the three months ended March 31, 2023, 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.

In addition, SoftBank, through one of its non-U.S. indirect subsidiaries, provides office supplies to the Embassy of Iran in Japan. SoftBank estimates that gross revenue and net profit generated by such services during the three months ended March 31, 2023, were both under $0.1 million. We understand that the SoftBank subsidiary intends to continue such activities.

Critical Accounting Estimates

Preparation of our condensed consolidated financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the reported amounts of certain assets, liabilities, revenues and expenses, as well as related disclosure of contingent assets and liabilities. There have been no material changes to the critical accounting policies and estimates as previously disclosed in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2022, and which are hereby incorporated by reference herein.

Accounting Pronouncements Not Yet Adopted

For information regarding recently issued accounting standards, see Note 1 – Summary of Significant Accounting Policies of the Notes to the Condensed Consolidated Financial Statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes to the interest rate risk as previously disclosed in Part II, Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2022.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to ensure information required to be disclosed in our periodic reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Our disclosure controls include the use of a Disclosure Committee which is comprised of representatives from our Accounting, Legal, Treasury, Technology, Risk Management, Government Affairs and Investor Relations functions and are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based upon that evaluation, our Chief

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Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective, as of the end of the period covered by this Form 10-Q.

The certifications required by Section 302 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) are filed as Exhibits 31.1 and 31.2, respectively, to this Form 10-Q.

Changes in Internal Control over Financial Reporting

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

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

For more information regarding the legal proceedings in which we are involved, see Note 13 – Commitments and Contingencies of the Notes to the Condensed Consolidated Financial Statements.

Item 1A. Risk Factors

Other than the updated risk factor below, there have been no material changes in our risk factors as previously disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2022.

We have experienced criminal cyberattacks and could in the future be further harmed by disruption, data loss or other security breaches, whether directly or indirectly through third parties whose products and services we rely on in operating our business.

Our business involves the receipt, storage, and transmission of confidential information about our customers, such as sensitive personal, account and payment card information, confidential information about our employees and suppliers, and other sensitive information about our Company, such as our business plans, transactions, financial information, and intellectual property (collectively, “Confidential Information”). Additionally, to offer services to our customers and operate our business, we utilize a number of networks and systems, including those we own and operate as well as others provided by third-party providers, such as cloud services (collectively, “Systems”).

We are subject to persistent cyberattacks and threats to our business from a variety of bad actors, many of whom attempt to gain unauthorized access to and compromise Confidential Information and Systems. In some cases, the bad actors exploit bugs, errors, misconfigurations or other vulnerabilities in our Systems to obtain Confidential Information. In other cases, these bad actors may obtain unauthorized access to Confidential Information utilizing credentials taken from our customers, employees, or third-party providers through credential harvesting, social engineering or other means. Other bad actors aim to cause serious operational disruptions to our business through ransomware or distributed denial of services attacks.

Cyberattacks against companies like ours have increased in frequency and potential harm over time, and the methods used to gain unauthorized access constantly evolve, making it increasingly difficult to anticipate, prevent, and/or detect incidents successfully in every instance. They are perpetrated by a variety of groups and persons, including state-sponsored parties, malicious actors, employees, contractors, or other unrelated third parties. Some of these persons reside in jurisdictions where law enforcement measures to address such attacks are ineffective or unavailable, and such attacks may even be perpetrated by or at the behest of foreign governments.

In addition, we routinely rely upon third-party providers whose products and services are used in our business. These third-party providers have experienced in the past, and will continue to experience in the future, cyberattacks that involve attempts to obtain unauthorized access to our Confidential Information and/or to create operational disruptions that could adversely affect our business, and these providers also face other security challenges common to all parties that collect and process information.

In August 2021, we disclosed that our systems were subject to a criminal cyberattack that compromised certain data of millions of our current customers, former customers, and prospective customers, including, in some instances, social security numbers, names, addresses, dates of birth and driver’s license/identification numbers. With the assistance of outside cybersecurity experts, we located and closed the unauthorized access to our systems and identified current, former, and prospective customers whose information was impacted and notified them, consistent with state and federal requirements. We have incurred certain

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cyberattack-related expenses, including costs to remediate the attack, provide additional customer support and enhance customer protection, and expect to incur additional expense in future periods resulting from the attack. For more information, see “Recent Cyberattacks” in the Overview section of our Management’s Discussion and Analysis of Financial Condition and Results of Operations. As a result of the August 2021 cyberattack, we are subject to numerous claims, lawsuits and regulatory inquiries, the ongoing costs of which may be material, and we may be subject to further regulatory inquiries and private litigation. For more information, see “– Contingencies and Litigation – Litigation and Regulatory Matters” in Note 13 – Commitments and Contingencies of the Notes to the Consolidated Financial Statements.

As a result of the August 2021 cyberattack and the January 2023 cyberattack, we have incurred and may continue to incur significant costs or experience other material financial impacts, which may not be covered by, or may exceed the coverage limits of, our cyber liability insurance, and such costs and impacts may have a material adverse effect on our business, reputation, financial condition, cash flows and operating results.

In addition to the recent cyberattacks, we have experienced other unrelated immaterial incidents involving unauthorized access to certain Confidential Information. Typically, these incidents have involved attempts to commit fraud by taking control of a customer’s phone line, often by using compromised credentials. In other cases, the incidents have involved unauthorized access to certain of our customers’ private information, including credit card information, financial data, social security numbers or passwords, and to certain of our intellectual property. Some of these incidents have occurred at third-party providers, including third parties who provide us with various Systems and others who sell our products and services through retail locations or take care of our customers.

Our procedures and safeguards to prevent unauthorized access to Confidential Information and to defend against cyberattacks seeking to disrupt our operations must be continually evaluated and enhanced to address the ever-evolving threat landscape and changing cybersecurity regulations. These preventative actions require the investment of significant resources and management time and attention. Additionally, we do not have control of the cybersecurity systems, breach prevention, and response protocols of our third-party providers. While T-Mobile may have contractual rights to assess the effectiveness of many of our providers’ systems and protocols, we do not have the means to know or assess the effectiveness of all of our providers’ systems and controls at all times. We cannot provide any assurances that actions taken by us, or our third-party providers, will adequately repel a significant cyberattack or prevent or substantially mitigate the impacts of cybersecurity breaches or misuses of Confidential Information, unauthorized access to our networks or systems or exploits against third-party environments, or that we, or our third-party providers, will be able to effectively identify, investigate, and remediate such incidents in a timely manner or at all. We expect to continue to be the target of cyberattacks, given the nature of our business, and we expect the same with respect to our third-party providers. If we fail to protect Confidential Information or to prevent operational disruptions from future cyberattacks, there may be a material adverse effect on our business, reputation, financial condition, cash flows, and operating results.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

The table below provides information regarding our share repurchases during the three months ended March 31, 2023:


(in millions, except share and per share amounts)	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that may yet be Purchased Under the Plans or Programs (1)
January 1, 2023 - January 31, 2023	11,271,957	$	146.18	11,271,957	$	9,352
February 1, 2023 - February 28, 2023	8,693,161	145.11		8,693,161	8,091
March 1, 2023 - March 31, 2023	12,998,822	142.81		12,998,822	6,234
Total	32,963,940			32,963,940

(1) On September 8, 2022, our Board of Directors authorized our 2022 Stock Repurchase Program for up to $14.0 billion of our common stock through September 30, 2023. The amounts presented represent the remaining shares authorized for purchase under the 2022 Stock Repurchase Program as of the end of the period.

See Note 10 - Repurchases of Common Stock of the Notes to the Condensed Consolidated Financial Statements for more information about our 2022 Stock Repurchase Program.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

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Item 6. Exhibits

Incorporated by Reference

Exhibit No.

Exhibit Description

Form

Date of First Filing

Exhibit Number

Filed Herein

4.1

Fourth Supplemental Indenture, dated as of February 9, 2023, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of 4.950% Senior Note due 2028.

8-K

2/09/2023

4.3

4.2

Fifth Supplemental Indenture, dated as of February 9, 2023, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of 5.050% Senior Note due 2033.

8-K

2/09/2023

4.4

4.3

Sixth Supplemental Indenture, dated as of February 9, 2023, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee.

8-K

2/09/2023

4.5

4.4

Sixth Supplemental Indenture, dated as of March 17, 2023, by and among Sprint Capital Corporation, Sprint Communications LLC and The Bank of New York Mellon Trust Company, N.A.

8-K

3/20/2023

4.1

4.5

Ninth Supplemental Indenture, dated as of March 17, 2023, by and between Sprint LLC and The Bank of New York Mellon Trust Company, N.A.

8-K

3/20/2023

4.2

10.1*

Letter Agreement, dated as of February 13, 2023, by and between T-Mobile USA, Inc. and Neville R. Ray.

10.2*

Amended and Restated Employment Agreement, dated as of March 9, 2023, by and between the Company and G. Michael Sievert.

10.3**

Amended and Restated License Purchase Agreement, dated as of March 30, 2023, by and among T-Mobile USA, Inc., T-Mobile License LLC, Nextel West Corp., and Channel 51 License Co LLC.

10.4**

Amended and Restated License Purchase Agreement, dated as of March 30, 2003, by and among T-Mobile USA, Inc., T-Mobile License LLC, Nextel West Corp., and LB License Co, LLC.

10.5**

License Purchase Agreement, dated as of March 30, 2023, by and among T-Mobile USA, Inc., T-Mobile License LLC, Nextel West Corp., and Channel 51 License Co LLC.

10.6**

License Purchase Agreement, dated as of March 30, 2023, by and among T-Mobile USA, Inc., T-Mobile License LLC, Nextel West Corp., and LB License Co, LLC.

22.1

Subsidiary Guarantors and Issuers of Guaranteed Securities.

31.1

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

31.2

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

32.1***

Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2***

Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS

XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH

XBRL Taxonomy Extension Schema Document.

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB

XBRL Taxonomy Extension Label Linkbase Document.

101.PRE

XBRL Taxonomy Extension Presentation Linkbase.

104

Cover Page Interactive Data File (the cover page XBRL tags)

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*						Indicates a management contract or compensatory plan or arrangement.

**						Certain confidential information contained in this exhibit has been omitted because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed.
***						Furnished herein.

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						SIGNATURES

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


						T-MOBILE US, INC.

April 27, 2023						/s/ Peter Osvaldik
						Peter Osvaldik
						Executive Vice President and Chief Financial Officer
						(Principal Financial Officer and Authorized Signatory)

Exhibit 10.1

T-MOBILE US, INC.

12920 SE 38th Street

Bellevue, WA 98006-1350

[Date]

Neville Ray

[Address]

RE: Eligibility for Certain Payments and Benefits

Dear Neville:

This letter (the “Letter”) outlines certain payments and benefits that you will be eligible for if you retire from T-Mobile US, Inc. (the “Company”) on a future date to be selected by the Company in its sole discretion (the “Retirement Date”) (such a retirement, a “Qualifying Retirement”). The Company will provide you with at least six (6) months’ prior written notice of the Retirement Date.

1.STI Award: Notwithstanding anything in the T-Mobile US, Inc. 2013 Omnibus Incentive Plan, as amended from time to time, and any successor plan thereto (the “Omnibus Plan”) or in the award agreement between you and the Company evidencing the grant of a short-term annual incentive award for the year in which your Qualifying Retirement occurs (the “STI Award”, and such agreement, the “STI Award Agreement”), upon your Qualifying Retirement, the Company will pay you a pro-rated STI Award for the calendar year in which your Qualifying Retirement occurs, calculated based on the actual level of attainment of the applicable performance measures during the portion of the calendar year ending on the last day of the calendar quarter ending immediately prior to your Qualifying Retirement (i.e., determined as if the applicable performance period had ended as of the date of the last quarterly accounting accrual to occur prior to your Qualifying Retirement), as determined by the Company (or, if your Qualifying Retirement occurs during the first calendar quarter of the year, based on target performance), and pro-rated based on the number of days you were employed by the Company during the calendar year in which your Qualifying Retirement occurs (the “Pro-Rata STI Award”). The Pro-Rata STI Award will be paid to you within seventy-four (74) days following the Retirement Date.

2.RSUs and PRSUs: Notwithstanding anything in the Omnibus Plan or in any award agreement between you and the Company evidencing the grant of an award of time-based restricted stock units ("RSUs") or performance-based restricted stock units (“PRSUs”) (as applicable) (each, an "LTI Award Agreement'') (including any continued employment or continued service requirements set forth therein that would, absent this Letter, apply to the vesting and payment of your then-outstanding RSUs or PRSUs, as applicable), (a) no further RSUs or PRSUs shall be granted to you following the later to occur of (i) the date that is twelve (12) months prior to the Retirement Date and (ii) the date on which the Company provides you with written notice of the Retirement Date, and (b) upon your Qualifying Retirement, your then-outstanding RSUs and PRSUs will be subject to the following provisions:

a.RSUs: Upon your Qualifying Retirement, your then-outstanding and unvested RSUs will remain outstanding and will continue to vest and be paid to you in accordance with the terms of the applicable LTI Award Agreement.

b. PRSUs: Upon your Qualifying Retirement, your then-outstanding and unvested PRSUs will remain outstanding and will continue to be eligible to vest and be paid to you in accordance with the terms of the applicable LTI Award Agreement; provided, however, that the number of PRSUs that vest and become payable to you, and the Adjustment Percentage (as defined in the applicable LTI Award Agreement), shall be determined based on the lesser of (i) the actual level of attainment of the applicable Performance Measures during the applicable Performance Period (each as defined in the applicable LTI Award Agreement), as determined by the Company following the conclusion of the Performance Period, or (ii) the actual level of attainment of the applicable Performance Measures during the portion of the applicable Performance Period ending on the Retirement Date (i.e., determined as if the applicable Performance Period had ended on the Retirement Date), as determined by the Company.

c. Death; Disability: Notwithstanding Sections 2(a) and (b) above, in the event of your death or Disability (as defined in the Omnibus Plan) following your Qualifying Retirement but prior to the last date on which any RSUs and PRSUs become vested in accordance with Sections 2(a) and (b) above, your then-outstanding and unvested RSUs and PRSUs will vest in full (without pro-ration) on the date of your death or Disability and be paid to you within sixty (60) days following the date of such death or Disability (and, with respect to your PRSUs, the Adjustment Percentage shall be determined in accordance with Section 2(b) above).

3.COBRA Benefits: During the period commencing on the Retirement Date and ending on the earlier of the end of the last day of the eighteenth (18th) calendar month following the Retirement Date or, if earlier, the date on which you become eligible for coverage under a subsequent employer’s group medical and dental plans (in either case, the “COBRA Period”), subject to your valid election to continue healthcare coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations thereunder, the Company will continue to provide to you and your dependents, at the Company’s sole expense, coverage under its group medical and dental plans at the same levels in effect on the Retirement Date; provided, however, that if (a) any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the continuation coverage period to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(S), (b) the Company is otherwise unable to continue to cover you or your dependents under its group health plans, or (c) the Company cannot provide the benefit without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then, in any such case, an amount equal to the dollar value of the balance of the Company’s subsidy shall thereafter be paid to you in substantially equal, then-currently-taxable monthly instalments over the COBRA Period (or remaining portion thereof) (collectively, the “COBRA Benefits”).

4.Continued Mobile Service Discount: Following your Qualifying Retirement, you shall continue to be eligible for the Company’s employee mobile service discount program, in accordance with

the terms of such program as in effect from time to time during such period (the “Continued Mobile Discounts”).

5.Release Requirement and Restrictive Covenants: Notwithstanding anything herein or in any applicable STI Award Agreement and any LTI Award Agreement (collectively, the "Award Agreements") to the contrary, you will not be eligible to receive any of the payments and benefits described in Sections 1 through 4 above unless you execute and do not revoke a release of claims in a form prescribed by the Company (the “Release”) that becomes effective and irrevocable no later than sixty (60) days following the Retirement Date (the date on which such Release becomes effective and irrevocable, the "Release Effective Date'') If the aggregate period during which you are entitled to consider and/or revoke the Release spans two calendar years, no payments under this Letter will be made prior to the beginning of the second such calendar year (and any payments otherwise payable prior thereto (if any) will instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year or, if later, on the first regularly scheduled Company payroll date following the Release Effective Date).

6.Exclusions; Amendment; No Other Modifications: Your Award Agreements will be deemed amended to the extent necessary to reflect this Letter. Except as otherwise expressly set forth in this Letter, the terms and conditions set forth in the Omnibus Plan and the Award Agreements will continue to apply to your STI Award, RSUs and PRSUs following the date of this Letter.

7.Restrictive Covenants: Notwithstanding anything herein or in the Restrictive Covenant and Confidentiality Agreement between you and T-Mobile USA, Inc., dated as of November 15, 2019 (the “Restrictive Covenant Agreement”), the duration of the post-termination "Restricted Period" (as defined in Section 4 of the Restrictive Covenant Agreement) is hereby increased such that it shall extend through the later of one (1) year following your Qualifying Retirement or the last date on which any RSUs and/or PRSUs are paid to you in accordance with the terms of this Letter.

8.No Right to Continued Employment: Nothing contained in this Letter shall confer upon you any right to continue in the employ or service of the Company or affect the right of the Company to terminate your employment or service at any time.

9.No Tax Advice: The Company is not making any warranties or representations to you with respect to the income tax consequences associated with this Letter, the treatment of your STI Award, RSUs and/or PRSUs contemplated hereunder, the COBRA Benefits or the Continued Mobile Discounts and you are in no manner relying on the Company, its affiliates or any of their respective representatives for an assessment of such tax consequences. You are hereby advised to consult with your own tax advisor with respect to any tax consequences associated with this Letter.

10.Governing Law: This Letter shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to the principles of conflicts of laws, and applicable federal law.

11.Section 409A: Notwithstanding anything to the contrary in the Omnibus Plan, any LTI Award Agreement or this Letter, if the Company determines that paying any amounts to you in respect

of your RSUs and/or PRSUs at the time(s) indicated in any Award Agreement or this Letter (as applicable) would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then no such payment shall be paid to you prior to the expiration of the six (6)-month period following your "separation from service" with the Company (within the meaning of Section 409A of the Code) if you are a "specified employee" (within the meaning of Section 409A of the Code) on the date of your separation from service. If the payment of any such amount is delayed as a result of the previous sentence, then on the first business day following the end of such six (6) month period (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of your death), the Company shall pay you a lump-sum amount equal to the cumulative amounts that would have otherwise been payable to you during such six (6)-month period (without interest). For purposes of Section 409A of the Code, any right to a series of installment payments pursuant to this Agreement shall be treated as a right to a series of separate payments, and each RSU or PRSU (and any amounts payable in respect thereof) shall be treated separately from each other RSU and PRSU (and any amounts arising in connection therewith).

12.Miscellaneous: This Letter, together with the Omnibus Plan and the Award Agreements, sets forth the final and entire agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by the Company and you, or any representative of the Company or you, with respect to the subject matter hereof. This Letter may be amended at any time by the Company, provided that no amendment may, without your consent, materially impair your rights under any Award Agreement. This Letter may be executed in one or more counterparts, each of which will be deemed to be an original but all of which together will constitute one and the same instrument.

Please indicate your acknowledgment of, and agreement to, the terms and conditions set forth in this Letter by signing in the space below and returning a signed copy of this Letter to me. Please retain one fully-executed original for your files.

Sincerely,

T-MOBILE US, INC.

By: _/s/ Deeanne King_______

Deeanne King

Executive Vice President, Chief Human Resources Officer

AGREED and ACCEPTED as of the date below:

/s/ Neville Ray 2/13/23

Neville Ray Date

Exhibit 10.2

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into effective as of March 9, 2023 (the “Effective Date”) by and between T-Mobile US, Inc. (the “Company”) and Michael Sievert (the “Executive”).

W I T N E S S E T H:

Whereas, the Company and the Executive previously entered into an Employment Agreement, dated November 15, 2019, as amended by that certain First Amendment to Employment Agreement, dated as of March 26, 2020 (as amended, the “Original Employment Agreement”).

Whereas, the parties now wish to amend and restate the Original Employment Agreement in its entirety on the terms provided herein, effective as of the Effective Date.

Now Therefore, in consideration of the promises and the mutual covenants hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1.Duties.1 The Company shall employ the Executive, and the Executive shall serve in the full-time employ of the Company, on the terms and subject to the conditions set forth in this Agreement. The Executive shall serve as the President and Chief Executive Officer (“CEO”) of the Company, reporting to the Board of Directors for the Company (the “Board”) and shall at all times during the Term be the most senior executive officer of the Company. The Executive shall have such duties and authority commensurate with the position of CEO of the Company and shall perform such other duties commensurate with such position as the Board may from time-to-time assign. During the Term, Deutsche Telekom AG (“DT”) shall cause the Executive to be appointed to the Board (and for so long as the Company has publicly traded common stock or other equity securities, the Company shall use its best efforts to cause the Executive to be nominated for election to the Board). The Executive shall devote his best efforts and all of his business time and attention to promote the benefit and advantage of the Company; provided, however, that the foregoing shall not preclude the Executive from engaging in appropriate civic, charitable or religious activities which have been previously approved by the Company’s compliance function consistent with Company policy or from devoting a reasonable amount of time to private investments not inconsistent with the Restrictive Covenant and Confidentiality Agreement (as defined below), and provided further, that the Executive may (i) continue to serve on the boards of directors of the entities listed on Exhibit A to this Agreement, and (ii) serve on additional boards of directors and/or advisory boards from time to time, subject to the approval of the Chairman of the Board, which approval shall not be unreasonably withheld, provided, further, that in all such cases such service may not materially interfere with the Executive’s full time services to the Company, and such service may continue for so long as such entities do not, in the reasonable and good faith judgment of the Board, compete, directly or indirectly, with the business of the Company. The Executive’s position shall be based at the Company’s headquarters in Bellevue, Washington.

2.Term. Subject to earlier termination as set forth herein, the term of the Executive’s employment with the Company under this Agreement shall be the period commencing on the Effective Date and continuing until April 1, 2028 (the “Original Term”) and renew and be automatically extended for successive one-year terms (each, a “Renewal Term”) unless notice of non-renewal is given by either party to the other party at least ninety (90) days prior to the end of the Original Term or any Renewal Term. The Original Term and any Renewal Term(s) (if any) are collectively referred to herein as the “Term”. The “Termination Date” of the Executive’s employment under this Agreement shall be the earliest to occur of:

(a)the last day of the Term,

1 For purposes of this Agreement, “Company” refers to T-Mobile US, Inc.; provided, however, that for payroll and tax reporting purposes, the Executive may also be an employee of T-Mobile USA, Inc.

(b)the termination date provided in the written notice delivered by the Executive or the Company (or, in the event of a Company Retirement Acceleration (as defined below), such earlier termination date as determined by the Company), as the case may be, pursuant to the provisions of paragraph 4,

(c)the date of the Executive’s death or Disability pursuant to the provisions of paragraph 4, or

(d)the date determined by mutual written agreement of the parties.

3.Compensation and Benefits. During the Term, the Executive shall be compensated by the Company as follows:

(a)Base Salary. During the Term, the Executive shall be paid an annual base salary (the “Base Salary”) that, commencing as of January 1, 2023, is $1,750,000. The Executive’s Base Salary shall be payable in installments in accordance with the Company’s regular payroll practices as in effect from time to time. The Executive’s Base Salary shall be increased by the Committee (as defined below) as follows: (i) effective January 1, 2024, the Base Salary shall be increased to the greater of $1,850,000 and the then-current median annual base salary for Chief Executive Officers in the Company’s then-current peer group utilized by the Committee for executive compensation decisions (as determined by the Committee) (the “Peer Group”); (ii) effective January 1, 2025, the Base Salary shall be increased to the greater of $1,900,000 and the then-current median annual base salary for Chief Executive Officers in the Company’s then-current Peer Group; and (iii) effective on each of January 1, 2026 and January 1, 2027, the Base Salary shall be increased to the greater of $2,000,000 and the then-current median annual base salary for Chief Executive Officers in the Company’s then-current Peer Group (in each case, subject to the Executive’s continued employment with the Company through the date of the applicable increase). The Compensation Committee of the Board or a Subcommittee thereof (the “Committee”) shall periodically review (not less than annually) the amount of the Executive’s Base Salary and may increase, but not decrease, such Base Salary in its discretion.

(b)Annual Short-Term Incentive Awards. For each fiscal year of the Company during the Term (commencing with calendar year 2023), the Executive shall have the opportunity to earn an annual short-term incentive (“STI”) cash award with a value targeted at not less than 250% of the Executive’s Base Salary, with a maximum award value equal to 200% of the targeted value, to be determined annually by the Committee. Any STI award will be earned based on the attainment of performance goals established by the Committee in accordance with standard Company practices after consultation with the Executive. Such performance goals shall be established by the Committee generally by no later than March 31 of the applicable performance year. Payment of any STI award earned for a year shall be made after the Committee determines performance results and at the same time as annual STI awards are paid to other senior managers of the Company with respect to the applicable fiscal year, generally as soon as practicable following completion of the applicable performance year (but not later than March 15 of the year following the applicable performance year), except as otherwise expressly provided by paragraph 5 below. Except as otherwise expressly provided by paragraph 5 below, the Executive must remain continuously employed with the Company through the applicable payment date in order to earn the right to payment of any STI award, and any termination of employment before such payment date shall result in cancellation of any right or entitlement to any such STI award. Each STI award shall be subject to the terms of the Incentive Plan, including provisions regarding treatment of any outstanding STI awards in connection with a Change in Control, which terms shall be no less favorable than those applicable to all other Executive-Level Employees of the Company, and an award agreement evidencing the grant of the STI award; provided, however, that to the extent that the Incentive Plan or any STI award agreement provides for more favorable treatment to the Executive of any STI award(s), the terms of the Incentive Plan or award agreement (as applicable) shall control.

(c)Special Long-Term Incentive Award. Effective April 1, 2023 (the “Grant Date”), the Company shall grant to the Executive, under the Incentive Plan, a one-time

LTI (as defined below) award of performance-based restricted stock units (“PRSUs”) with respect to a target number of shares of Company common stock equal to the quotient of $10,000,000 divided by the average closing price of the Company’s common stock over the thirty (30) calendar-day period ending five days before the Grant Date, rounded up to the nearest whole PRSU (such PRSUs, the “Special PRSUs”). The Special PRSUs shall be eligible to vest on the second (2nd) anniversary of the Grant Date, based on the Company’s total shareholder return relative to the Company’s peer group during the applicable performance period, starting with the average closing price of the applicable common stock over the thirty (30) calendar-day period prior to the Grant Date, and ending with the average closing price of the applicable common stock over the thirty (30) calendar-day period ending on the second anniversary of the Grant Date (with no PRSUs eligible to vest if relative total shareholder return of the Company is below the 25th percentile, between 25% and 100% of the target Special PRSUs eligible to vest if relative total shareholder return of the Company is at or above the 25th percentile but is less than the 50th percentile, between 100% and 125% of the target Special PRSUs eligible to vest if relative total shareholder return of the Company is at or above the 50th percentile but is less than the 75th percentile, and between 125% and 200% of the target Special PRSUs eligible to vest if relative total shareholder return of the Company is at or above the 75th percentile), subject to the Executive’s continued employment through the applicable vesting date, and further subject to accelerated vesting upon certain terminations of the Executive’s employment in accordance with paragraph 5 below and the Special PRSU award agreement (and any other applicable Company plan or arrangement in which the Executive participates). The Special PRSUs shall be subject to the terms and conditions of the Incentive Plan and an award agreement which will evidence the grant of the Special PRSUs.

(d)Long-Term Incentive Awards. For each calendar year during the Term (commencing with calendar year 2023), the Company shall provide the Executive with a long-term incentive (“LTI”) award or awards under the Incentive Plan, on such terms as the Committee may determine that are no less favorable than those applicable to, and at the same time(s) as, the LTI awards granted to the Company’s other Executive-Level Employees, in an aggregate target value on the grant date of not less than $18,500,000 (the “Annual LTI Target Value”), which shall be allocated as follows: (i) one-half (1/2) of such Annual LTI Target Value will be granted in the form of PRSUs; and (ii) the remaining one-half (1/2) of such Annual LTI Target Value shall be granted in the form of time-based restricted stock units (“RSUs”). The Executive’s Annual LTI Target Value shall be increased by the Committee as follows: (x) effective for LTI grants made during calendar year 2024, the Annual LTI Target Value shall be increased to the greater of: (A) $19,000,000, (B) the 60th percentile of the aggregate target grant date value of annual equity incentive awards for Chief Executive Officers in the Company’s then-current Peer Group, and (C) the Annual LTI Target Value in effect for the prior fiscal year; and (y) effective for LTI grants made during calendar years 2025, 2026, 2027 and 2028, the Annual LTI Target Value shall be increased to the greater of: (A) $19,000,000, (B) the 65th percentile of the aggregate target grant date value of annual equity incentive awards for Chief Executive Officers in the Company’s then-current Peer Group, and (C) the Annual LTI Target Value in effect for the prior fiscal year (in each case, subject to the Executive’s continued employment with the Company through the date of grant), which in each case shall be allocated between PRSUs and RSUs in the same manner as described in the immediately preceding sentence. With respect to sixty percent (60%) of the total time-based RSUs granted to Executive as annual LTI awards during each of calendar years 2023 through 2028 (i.e., thirty percent (30%) of the total Annual LTI Target Value for each such year), the total length of the vesting schedule of such RSUs shall be no longer than the median total length of vesting schedules of annual time-based equity incentive awards for Chief Executive Officers in the Peer Group at the time such RSUs are granted to Executive. In addition, and for the avoidance of doubt, and notwithstanding anything in this paragraph 3(d) to the contrary, (I) the mix of such LTI awards (and, as a result of any such different mix or different performance goals, the actual amounts paid under such LTI awards) may be different for the Executive than for other Executive-Level Employees, (II) subject to compliance with the requirements in this paragraph 3(d), the Committee will have discretion to set performance goals, determine payouts, and otherwise make determinations with respect to the Executive’s LTI awards consistent with the underlying LTI award documents, and (III) no LTI awards shall be granted to the Executive during the period commencing on the date on which either the Executive or the Company provides notice of the termination of the Executive’s employment for any reason,

and ending on the date on which the Executive’s employment terminates; provided, however, that solely for purposes of this clause (III), unless such notice is a Retirement Notice (as defined below) (in which case such notice shall be deemed to have been given on the date on which the Company receives the Retirement Notice), such notice shall not be deemed to have been given any earlier than 115 days prior to the date on which the Executive’s employment terminates.

(e)Paid Time Off, and Other Benefits. During the Term, the Executive shall be eligible for paid time off (“PTO”) according to the terms of the Company’s policies as in effect from time to time. In addition, except as specifically provided to the contrary in this Agreement, the Executive shall be eligible to participate in employee benefit plans maintained by the Company from time to time, to the same extent and on the same terms as those benefits generally made available by the Company to its Executive-Level Employees. Notwithstanding anything herein to the contrary, the Executive shall not participate in the Company’s Executive Continuity Plan or any other severance plan or program, other than the right to receive severance benefits subject to, and in accordance with, the provisions of paragraph 5 below.

(f)Business Expenses. The Executive shall be reimbursed, in a manner consistent with the policies of the Company, for all reasonable business expenses incurred in the performance of Executive’s duties pursuant to this Agreement, to the extent such expenses are substantiated in writing, and are consistent with the general policies of the Company relating to the reimbursement of expenses that are applicable to Executive-Level Employees of the Company.

(g)Deduction and Withholding. All compensation and other benefits to or on behalf of the Executive pursuant to this Agreement shall be subject to such deductions and withholding as may be agreed to by the Executive or required by applicable law, rule or regulation or Company policy.

(h)No Requirement for Continuation or Establishment of Benefits. Without intending to limit the Company’s obligations under this Agreement, nothing herein contained shall be construed as requiring the Company to establish or continue, or as preventing the Company from terminating or amending, any particular benefit plan in discharge of its obligations under this Agreement.

(i)Compensation Recoupment Policy. The Executive acknowledges and agrees that any incentive compensation provided by the Company to the Executive under this Agreement or otherwise may be subject to recovery by the Company under and in accordance with the Company’s Executive Incentive Compensation Recoupment Policy as adopted October 30, 2014, as amended from time to time (or any successor policy thereto).

(j)Valuation and Tax Advice. During the Term and during any period after the Executive’s termination of employment from the Company during which the Executive is continuing to receive payments or benefits under paragraph 5 below, in the event that any payments or benefits from the Company to the Executive constitute “parachute payments” within the meaning of Section 280G of the Code (as defined below) that are or may become subject to excise taxes under Section 4999 of the Code, within twenty (20) days after receiving a request for such assistance from the Executive, the Company’s current independent public accounting firm, or such other nationally recognized public accounting firm as the parties may mutually agree, may be engaged by the Executive to provide valuation and tax advice to the Executive with respect to such payments and benefits that are or may become payable under this Agreement in connection with a Change in Control. Such advice shall include the provision of a report showing the amount of such excise taxes that may become payable by or on behalf of the Executive, along with detailed supporting calculations. All fees and expenses of such accounting firm shall be borne by the Company.

4.Termination.

(a)Termination by Company for Cause. The Company may terminate the Executive’s employment for “Cause” (as defined below in this paragraph 4(a)) immediately upon written notice to the Executive. Such notice shall specify in reasonable detail the nature of Cause and the Termination Date. For purposes of this Agreement and all Company plans, arrangements or programs in which the Executive is or becomes a participant, “Cause” shall mean:

(i)The Executive’s gross neglect or willful material breach of the Executive’s principal employment responsibilities or duties,

(ii)A final judicial adjudication that the Executive is guilty of any felony (other than a law, rule or regulation relating to a traffic violation or other similar offense that has no material adverse effect on the Company, DT or their respective Affiliates),

(iii) The Executive’s breach of any written non-competition, non-solicitation or confidentiality covenant between the Executive and the Company or any Affiliate of the Company (other than a de minimis breach),

(iv) Fraudulent conduct as determined by a court of competent jurisdiction in the course of the Executive’s employment with the Company or any of its Affiliates,

(v)The Executive’s unlawful discrimination, harassment, or retaliation, assault or other violent act toward any employee or third party, or other act or omission, in each case that in the reasonable and good faith view of the Board constitutes a material breach of the Company’s written policies or Code of Conduct, or

(vi)The material breach by the Executive of any other obligation which ,if reasonably curable, continues uncured for a period of thirty (30) days after notice thereof by the Company or any of its Affiliates (which notice identifies with reasonable specificity the breach at issue). Notwithstanding the foregoing, no cure period shall be required if the breach is a recurrence of conduct that was the subject of a prior notice under this paragraph 4(a)(vi) for which a thirty (30)-day cure period was given. For purposes of this clause (vi), the term “obligation” refers to Company policies and directives and is not intended to refer to performance expectations such as goals set forth in bonus plans or performance evaluations. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given the opportunity, together with counsel, to be heard before the Board), finding that, in the reasonable and good faith opinion of the Board, the Executive is guilty of the alleged conduct triggering termination for Cause.

(b)Termination by Company Other Than For Cause. The Company shall have the right to terminate the Executive’s employment without Cause (and for any reason or no reason) by giving the Executive written notice at least ninety (90) days in advance of the applicable Termination Date, unless the Company and the Executive mutually agree to an earlier or later Termination Date.

(c)Termination by Executive Without Good Reason. The Executive may terminate his employment without Good Reason (as defined in paragraph 4(d) below), upon written notice to the Company at least ninety (90) days in advance of the applicable Termination Date, unless the Company and the Executive mutually agree to an earlier or later

Termination Date. For the avoidance of doubt, a Qualifying Retirement shall not constitute a termination of the Executive’s employment without Good Reason.

(d)Termination by Executive With Good Reason. The Executive may terminate his employment with Good Reason, effective as of such Termination Date specified in the Executive’s written notice to the Company described below, but not earlier than the expiration of the applicable cure period, unless the Company and the Executive mutually agree to an earlier Termination Date. For purposes of this Agreement and all Company plans, arrangements or programs in which the Executive is or becomes a participant, “Good Reason” shall mean any of the events listed in subparagraphs (i) through (v) below, which occurs without the Executive’s express written consent. In order to terminate his employment for Good Reason, the Executive must notify the Company of the occurrence of the applicable event in writing not more than ninety (90) days after the initial existence thereof. If the Company does not cure such event within thirty (30) days after receipt of such notice, the Executive may thereafter terminate his employment for Good Reason within sixty (60) days after expiration of the Company’s cure period upon written notice of such termination to the Company. The events which shall constitute Good Reason are:

(i)a material diminution in the Executive’s Base Salary, annual target STI award, or Annual LTI Target Value or in the maximum potential amount payable with respect to any STI award provided for under this Agreement;

(ii)a material diminution in the Executive’s authority, duties or responsibilities, including, without limitation, any change in title or the appointment of any person as a result of which the Executive ceases to be the Company’s sole Chief Executive Officer or the Executive is not the sole executive reporting to the full Board;

(iii)a change in the Executive’s reporting relationship such that the Executive no longer reports directly to the Board (including a requirement that the Executive report to a corporate officer or employee instead of reporting directly to the Board);

(iv)a change of fifty (50) miles or greater in the principal geographic location at which the Executive must perform the services hereunder; or

(v)any material breach by the Company or its successor company, as applicable, of this Agreement or any other agreement between the Executive and the Company or the successor company, as applicable.

For the avoidance of doubt, a Qualifying Retirement shall not constitute a termination of the Executive’s employment with Good Reason.

(e)Qualifying Retirement. The Executive may voluntarily terminate his employment upon written notice to the Company (the “Retirement Notice”), effective as of the Proposed Retirement Date specified in the Retirement Notice; provided that (i) the Proposed Retirement Date may not be earlier than the Retirement Trigger Date, or less than twelve (12) months after the date on which the Company receives such Retirement Notice, and (ii) the Retirement Notice cannot be given any earlier than January 1 of the calendar year preceding the calendar year in which the Proposed Retirement Date is to occur (a voluntary termination that satisfies all of the conditions in this sentence, a “Qualifying Retirement”). Notwithstanding the foregoing, following the Company’s receipt of a Retirement Notice from the Executive, the Company may, in its discretion, accelerate the date of the Executive’s Qualifying Retirement (such that the Termination Date occurs earlier than the Proposed Retirement Date on such date as determined by the Company in its discretion) upon written notice to the Executive setting forth the Executive’s Termination Date (a “Company Retirement Acceleration”). The parties hereto acknowledge and agree that if a Company Retirement Acceleration occurs, the Executive’s termination of employment pursuant to such Company Retirement Acceleration shall constitute a Qualifying Retirement for purposes of this Agreement and shall not constitute a termination by the Company with or without Cause or a resignation by the Executive with or without Good Reason. For the avoidance of doubt,

nothing in this Section 4(e) prohibits the Company from terminating Executive’s employment with Cause or Executive from resigning without Good Reason, in either case, after the date on which the Retirement Notice is delivered to the Company, and any such termination or resignation shall not constitute a “Company Retirement Acceleration” hereunder.

(f)Termination due to Death or Disability. The Executive’s employment pursuant to this Agreement shall terminate automatically on the date of the Executive’s death or Disability (as defined below). The Termination Date shall be, as applicable, the date of the Executive’s death or the date of the Executive’s Disability as determined by the method provided below. For purposes of this Agreement, the Executive shall be deemed to have a “Disability” on the earlier of: (i) the date on which it is medically determined by the Company (following review (including, if applicable, of medical information supplied by the Executive and/or the Executive’s medical provider) by its third party medical and other advisors, in any case, as determined appropriate by the Company in its discretion) that the Executive is not capable of performing the services contemplated by this Agreement and is not expected to be able to perform such services for an indefinite period or for a period in excess of one hundred twenty (120) days; or (ii) if the Executive fails because of illness or other incapacity, to render the services contemplated by this Agreement for a period of one hundred twenty (120) consecutive days or any series of shorter periods aggregating to one hundred fifty (150) days in any consecutive period of twelve (12) months, unless in either case under clauses (i) or (ii) above, with reasonable accommodation the Executive could continue to perform his duties under this Agreement and making these accommodations would not pose an undue burden on the Company as determined by the Board.

5.Effect of Termination.

(a)Termination by Company for Cause; Termination by Executive Without Good Reason; Non-Renewal of Agreement by Executive. If the Executive’s employment with the Company is terminated (x) by the Company for Cause pursuant to paragraph 4(a) above, (y) by the Executive without Good Reason pursuant to paragraph 4(c) above, or (z) as a result of non-renewal of the Agreement by notice given by the Executive under paragraph 2 above, then the Executive shall be entitled to receive:

(i)An amount equal to his accrued Base Salary at the rate then in effect through the Termination Date; plus

(ii)Unused PTO accrued through the Termination Date; plus

(iii)Any vested benefits or entitlements under any employee benefit plans of the Company in which the Executive participates (e.g., vested 401(k) plan balances, rights to COBRA continuation coverage under group medical plans, etc.), subject to the terms and conditions of such plans.

The compensation and benefits set forth in clauses (i) through (iii) above are referred to herein as the “Accrued Benefits.”

(b)Termination by Company Other Than For Cause; Termination by Executive With Good Reason; Non-Renewal of Agreement by Company. If the Executive’s employment with the Company is terminated (x) by the Company other than for Cause pursuant to paragraph 4(b) above, (y) by the Executive with Good Reason pursuant to paragraph 4(d) above, or (z) as a result of non-renewal of the Agreement by notice given by the Company under paragraph 2 above (provided that, at the time of such non-renewal, the Executive is willing and able to continue providing services to the Company on terms and conditions substantially similar to those set forth in this Agreement (which terms and conditions shall not, for clarity, include Special PRSUs)), then the Company shall pay or provide to the Executive the following (subject to the last sentence of this paragraph 5(b)):

(i)The Accrued Benefits; plus

(ii)Continued eligibility, following the Termination Date, for the Company’s employee mobile service discount program, in accordance with the terms of such program as in effect from time to time following the Termination Date (the “Continued Mobile Discounts”); plus

(iii)A cash severance payment in an amount equal to two (2) times the sum of (A) the Executive’s Base Salary as in effect immediately prior to the Termination Date and (B) the Executive’s target STI award for the fiscal year in which the Termination Date occurs, payable no later than seventy-four (74) days following the Termination Date; plus

(iv)Any annual STI award for the last completed fiscal year of the Company preceding the Termination Date that is unpaid as of the Termination Date (the “Prior-Year STI Award”), irrespective of whether the Executive is employed on the normal payment date, payable no later than seventy-four (74) days following the Termination Date; plus

(v)A pro rata STI award for the fiscal year of the Company in which the Termination Date occurs, based on the number of days in the fiscal year through the Termination Date divided by 365 and based on actual performance results for the fiscal year in which the Termination Date occurs, payable no later than March 15th of the fiscal year immediately following the fiscal year in which the Termination Date occurs (but in all events during the fiscal year immediately following the fiscal year in which the Termination Date occurs); plus

(vi)For any LTI awards under the Incentive Plan, whether granted before or during the Term, and notwithstanding anything to the contrary in the applicable award agreement(s):

(A)each outstanding LTI award that is not subject to any performance vesting condition as of the Termination Date (each, a “Time-Based Award”), shall vest in full (to the extent then-unvested) on the date on which the release described in paragraph 5(e) becomes effective and irrevocable (the “Release Effective Date”) (and shall remain outstanding and eligible to vest on the Release Effective Date), and shall be paid to the Executive no more than seventy-four (74) days following the Termination Date (unless subject to any deferral of earned and vested awards elected by the Executive in accordance with the terms of the applicable award agreement(s), in which case such deferral shall dictate payment timing); and

(B)each outstanding LTI award that is subject to any performance vesting condition as of the Termination Date (each, a “Performance Award”) will become earned and vested on the Release Effective Date as follows:

1.A portion of each Performance Award, determined by multiplying (i) the full number of shares or units, as applicable, subject to such Performance Award by (ii) a fraction, the numerator of which equals the number of days elapsed from the commencement of the applicable performance period in effect as of the Termination Date through (and including) the Termination Date and the denominator of which equals the total number of days in the applicable performance period, shall vest upon the Release Effective Date based on the actual level of actual performance determined as if the applicable performance period had ended as of the last trading day immediately preceding the Termination Date, and shall be paid to the Executive no more than seventy-four (74) days following the Termination Date (unless subject to any deferral of earned and vested awards elected by the Executive in accordance with the terms of the

applicable award agreement(s), in which case such deferral shall dictate payment timing); and

2.The remaining portion of each Performance Award, determined by multiplying (i) the full number of shares or units, as applicable, subject to such Performance Award by (ii) a fraction, the numerator of which equals the number of days from the Termination Date through the end of the applicable performance period in effect as of the Termination Date and the denominator of which equals the total number of days in the applicable performance period, shall vest upon the Release Effective Date at the greater of (x) the actual level of actual performance determined as if the applicable performance period had ended as of the last trading day immediately preceding the Termination Date, and (y) target, and shall be paid to the Executive no more than seventy-four (74) days following the Termination Date (unless subject to any deferral of earned and vested awards elected by the Executive in accordance with the terms of the applicable award agreement(s), in which case such deferral shall dictate payment timing); plus

(vii)During the period commencing on the Termination Date and ending on the earlier of the end of the eighteenth (18th) full calendar month following the Termination Date or the date on which the Executive becomes eligible for coverage under a subsequent employer’s group medical and dental plans (in either case, the “Severance COBRA Period”), subject to the Executive’s valid election to continue healthcare coverage under Section 4980B of the Code and the regulations thereunder, the Company will continue to provide to the Executive and the Executive’s dependents, at the Company’s sole expense, coverage under its group medical and dental plans at the same levels in effect on the Termination Date; provided, however, that if (x) any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the continuation coverage period to be, exempt from the application of Section 409A (as defined below) under Treasury Regulation Section 1.409A-1(a)(5), (y) the Company is otherwise unable to continue to cover the Executive or the Executive’s dependents under its group health plans, or (z) the Company cannot provide the benefit without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then, in any such case, an amount equal to the dollar value of the balance of the Company’s subsidy shall thereafter be paid to the Executive in substantially equal, then-currently-taxable monthly installments over the Severance COBRA Period (or remaining portion thereof). In the event the Company-subsidized portion of the coverage cost paid on the Executive’s or the Executive’s dependents’ behalf during the Severance COBRA Period, as described above, would cause the Executive to be taxable on reimbursements under the applicable plans by reason of the application of Section 105(h) of the Code (and the Company is not paying such amounts to the Executive in then-currently-taxable monthly installments as contemplated by the preceding sentence), such Company-subsidized portion of the coverage cost will to be imputed as taxable income to the Executive; plus

(viii)During the period commencing on the Termination Date and ending on the eighteen (18) month anniversary thereof (or, if earlier, the date on which Executive commences subsequent employment with a third party, subsequent full-time self-employment or subsequent self-employment that may compete, directly or indirectly, with the business of the Company), the Company shall reimburse Executive for the costs of an exclusive leased office space and exclusive assistant selected by Executive; provided that the aggregate cost to the Company of the office and assistant provided under this Section 5(b)(viii) shall not exceed $25,000 per month (the reimbursements described in this sentence, the “Continued Office/Assistant Benefits”). For the avoidance of doubt, Executive shall be solely liable for any taxes (if any) arising in connection with the Continued Office/Assistant Benefits.

The payments and benefits described in clauses (ii) through (viii) above are subject to Executive’s satisfaction of the conditions set forth in paragraph 5(e).

(c)Qualifying Retirement. If the Executive’s employment with the Company is terminated by the Executive due to the Executive’s Qualifying Retirement pursuant to paragraph 4(e), then the Company shall pay or provide to the Executive the following (subject to the last sentence of this paragraph 5(c)):

(i)The Accrued Benefits; plus

(ii)The Continued Mobile Discounts; plus

(iii)An amount in cash equal to the product of (x) two (2) times the sum of (A) the Executive’s Base Salary as in effect immediately prior to the Termination Date (or, solely in the event of a Company Retirement Acceleration, the Base Salary that would have been in effect immediately prior to the Proposed Retirement Date (as determined by the Committee in its discretion)) and (B) the Executive’s target STI award for the fiscal year in which the Termination Date occurs (or, in the event of a Company Retirement Acceleration, the target STI award that would have been in effect immediately prior to the Proposed Retirement Date (as determined by the Committee in its discretion)) and (y) the applicable Retirement Multiple, payable no later than seventy-four (74) days following the Termination Date; plus

(iv)Solely in the event of a Company Retirement Acceleration, an additional amount in cash equal to the aggregate Base Salary that would have been paid to the Executive from the Termination Date through the Proposed Retirement Date (had the Executive’s employment not terminated), payable no later than seventy-four (74) days following the Termination Date (and, for clarity, the amount payable pursuant to this clause (iv) shall take into account any increase to the Executive’s Base Salary that would have occurred pursuant to the terms of this Agreement between the Termination Date and the Proposed Retirement Date (as determined by the Committee in its sole discretion)); plus

(v)Any Prior-Year STI Award, payable no later than seventy-four (74) days following the Termination Date; plus

(vi)Solely in the event of a Company Retirement Acceleration which has the effect of accelerating the Termination Date to an earlier calendar year than the calendar year in which the Proposed Retirement Date would have occurred, an annual STI award for the fiscal year of the Company in which the Termination Date occurs, based on actual performance results for the fiscal year in which the Termination Date occurs, payable no later than March 15th of the fiscal year immediately following the fiscal year in which the Termination Date occurs (but in all events during the fiscal year immediately following the fiscal year in which the Termination Date occurs); plus

(vii)Either (A) if clause (B) of this paragraph 5(c)(vii) does not apply, a pro rata STI award for the fiscal year of the Company in which the Termination Date occurs, based on the number of days in the fiscal year through the Termination Date (or, solely in the event of a Company Retirement Acceleration, through the Proposed Retirement Date) divided by 365 and calculated based on the actual level of attainment of the applicable performance measures during the portion of the fiscal year ending on the last day of the fiscal quarter ending immediately prior to the Executive’s Termination Date (or, solely in the event of a Company Retirement Acceleration, ending immediately prior to the Proposed Retirement Date) (i.e., determined as if the applicable performance period had ended as of the date of the last quarterly accounting accrual to occur prior to the Termination Date or Proposed Retirement Date, as applicable), as determined by the Company (or, if the Termination Date or Proposed Retirement Date, as applicable, occurs during the first fiscal quarter of the

year, based on target performance), payable no later than seventy-four (74) days following the Termination Date or Proposed Retirement Date, as applicable; or (B) solely in the event of a Company Retirement Acceleration which has the effect of accelerating the Termination Date to an earlier calendar year than the calendar year in which the Proposed Retirement Date would have occurred, a pro rata STI award for the fiscal year in which the Proposed Retirement Date would have occurred, based on the number of days in the fiscal year through the Proposed Retirement Date divided by 365 and calculated based on the actual level of attainment of the applicable performance measures during the portion of the fiscal year ending on the last day of the fiscal quarter ending immediately prior to the Proposed Retirement Date (i.e., determined as if the applicable performance period had ended as of the date of the last quarterly accounting accrual to occur prior to the Proposed Retirement Date) or, if the Proposed Retirement Date occurs during the first fiscal quarter of the year, based on the actual level of attainment of the applicable performance measures during the portion of the fiscal year ending on the Proposed Retirement Date, in either case, as determined by the Company, payable within seventy-four (74) days following the Proposed Retirement Date (but in all events during the fiscal year immediately following the fiscal year in which the Termination Date occurs); plus

(viii)For any LTI awards under the Incentive Plan, whether granted before or during the Term, and notwithstanding anything to the contrary in the applicable award agreement(s):

(A)a portion of each Time-Based Award that is outstanding as of the Termination Date, determined by multiplying (i) the number of then-unvested shares or units, as applicable, subject to such Time-Based Award, by (ii) the applicable Retirement Multiple, shall vest (to the extent then-unvested) on the Release Effective Date (and shall remain outstanding and eligible to vest on the Release Effective Date), and shall be paid to the Executive no more than seventy-four (74) days following the Termination Date (unless subject to any deferral of earned and vested awards elected by the Executive in accordance with the terms of the applicable award agreement(s), in which case such deferral shall dictate payment timing); and

(B)each outstanding Performance Award that is outstanding as of the Termination Date will become earned and vested on the Release Effective Date as follows:

1.A portion of each Performance Award, determined by multiplying (i) the full number of shares or units, as applicable, subject to such Performance Award, by (ii) a fraction, the numerator of which equals the number of days elapsed from the commencement of the applicable performance period in effect as of the Termination Date through (and including) the Termination Date and the denominator of which equals the total number of days in the applicable performance period, by (iii) the applicable Retirement Multiple, shall vest upon the Release Effective Date based on the actual level of actual performance determined as if the applicable performance period had ended as of the last trading day immediately preceding the Termination Date, and shall be paid to the Executive no more than seventy-four (74) days following the Termination Date (unless subject to any deferral of earned and vested awards elected by the Executive in accordance with the terms of the applicable award agreement(s), in which case such deferral shall dictate payment timing); and

2.The remaining portion of each Performance Award, determined by multiplying (i) the full number of shares or units, as applicable, subject to such Performance Award, by (ii) a fraction, the numerator of which equals the number of days from the Termination Date through the end of the applicable performance period in effect as of the Termination Date and the denominator of which equals the total

number of days in the applicable performance period, shall vest upon the Release Effective Date at the greater of (x) the actual level of actual performance determined as if the applicable performance period had ended as of the last trading day immediately preceding the Termination Date, and (y) target, by (iii) the applicable Retirement Multiple, and shall be paid to the Executive no more than seventy-four (74) days following the Termination Date (unless subject to any deferral of earned and vested awards elected by the Executive in accordance with the terms of the applicable award agreement(s), in which case such deferral shall dictate payment timing); plus

(ix)During the Retirement COBRA Period (as defined below), subject to the Executive’s valid election to continue healthcare coverage under Section 4980B of the Code and the regulations thereunder, the Company will continue to provide to the Executive and the Executive’s dependents, at the Company’s sole expense, coverage under its group medical and dental plans at the same levels in effect on the Termination Date; provided, however, that if (x) any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the continuation coverage period to be, exempt from the application of Section 409A (as defined below) under Treasury Regulation Section 1.409A-1(a)(5), (y) the Company is otherwise unable to continue to cover the Executive or the Executive’s dependents under its group health plans, or (z) the Company cannot provide the benefit without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then, in any such case, an amount equal to the dollar value of the balance of the Company’s subsidy shall thereafter be paid to the Executive in substantially equal, then-currently-taxable monthly installments over the Retirement COBRA Period (or remaining portion thereof). In the event the Company-subsidized portion of the coverage cost paid on the Executive’s or the Executive’s dependents’ behalf during the Retirement COBRA Period, as described above, would cause the Executive to be taxable on reimbursements under the applicable plans by reason of the application of Section 105(h) of the Code (and the Company is not paying such amounts to the Executive in then-currently-taxable monthly installments as contemplated by the preceding sentence), such Company-subsidized portion of the coverage cost will to be imputed as taxable income to the Executive; plus

(x)During the period commencing on the Termination Date and ending on the eighteen (18) month anniversary thereof (or, if earlier, the date on which Executive commences subsequent employment with a third party, subsequent full-time self-employment or subsequent self-employment that may compete, directly or indirectly, with the business of the Company), the Company shall provide to Executive the Continued Office/Assistant Benefits. For the avoidance of doubt, Executive shall be solely liable for any taxes (if any) arising in connection with the Continued Office/Assistant Benefits.

The payments and benefits described in clauses (ii) through (ix) above are subject to Executive’s satisfaction of the conditions set forth in paragraph 5(e).

(d)Death or Disability. If the Executive’s employment with the Company is terminated due to the Executive’s death or Disability under paragraph 4(f) above, then the Executive (or, in case of death, the Executive’s beneficiary under the applicable plan, or the Executive’s estate if there is no such beneficiary) shall be entitled to receive:

(i)The Accrued Benefits; plus

(ii)Solely if the Executive’s termination of employment is due to the Executive’s Disability, the Continued Mobile Discounts; plus

(iii)Any STI award for the last completed fiscal year of the Company preceding the Termination Date that is unpaid as of the Termination Date; plus

(iv)A pro rata STI award for the fiscal year in which the Termination Date occurs, based on the greater of (x) the target performance level for the applicable fiscal year and (y) the actual level of actual performance for the portion of the fiscal year the Executive was employed, in any case, based on the number of days in the fiscal year through the Termination Date divided by 365; plus

(v)For any LTI awards granted under the Incentive Plan, vesting of any outstanding awards shall be determined under and in accordance with the terms of the Incentive Plan and applicable award agreement, which terms shall be no less favorable than applicable to all other Executive-Level Employees of the Company.

The payments described in clauses (iii) through (iv) above shall be made in a lump sum as soon as practicable (but not more than sixty (60) days) after the Termination Date.

(e)Conditions to Payment. The payments and benefits described in clauses (ii) through (viii) of paragraph 5(b) and clauses (ii) through (ix) of paragraph 5(c) are conditioned on (i) the Executive executing and delivering to the Company a release of all claims in substantially the form attached hereto as Exhibit B, with such release becoming fully effective (including, without limitation, the lapse of any revocation period) no later than the sixtieth (60th) day following the Termination Date, and (ii) the Executive’s continued compliance with the term and conditions set forth in the Restrictive Covenant and Confidentiality Agreement. Notwithstanding the foregoing, if the aggregate period during which the Executive is eligible to consider and revoke the release of claims begins in one calendar year and ends in the immediately following calendar year, no payments clauses (ii) through (viii) of paragraph 5(b) or clauses (ii) through (ix) of paragraph 5(c) (as applicable) will be made prior to the beginning of the second such calendar year (and any payments otherwise payable prior thereto (if any) will instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year or, if later, on the first regularly scheduled Company payroll date following the Release Effective Date).

(f)Non-Duplication. Other than as described above in this paragraph 5, the Executive shall not be entitled to any payment, benefit, damages, award or compensation in connection with the Executive’s termination of employment, by either the Company or the Executive, except as may be expressly provided in another written agreement, if any, approved by the Board and executed by the Executive and the Company. Neither the Executive nor the Company is obligated to enter into any such other written agreement. The Executive shall not be entitled to severance or retirement benefits under this Agreement except as provided in paragraphs 5(a) through (c) above, and only to the extent provided in the applicable paragraph (i.e., severance benefits shall not be payable under more than one paragraph above).

(g)No Mitigation; No Offset. In the event of any termination of employment under this Agreement, the Executive shall be under no obligation to seek other employment or to mitigate damages, and there will be no offset against amounts due to the Executive under this Agreement for any reason, including without limitation, on account of any remuneration attributable to any subsequent employment that the Executive may obtain.

(h)Certain Definitions. For purposes of this Agreement, the following terms shall have the following meanings:

(i)“Affiliate” means any entity currently existing or subsequently organized or formed that directly or indirectly controls, is controlled by or is under common control with a named organization, or any entity in which the named organization holds a controlling interest, whether through the ownership of voting securities, member interests, by contract or otherwise. For this purpose, “control” shall be deemed to exist when more than fifty percent (50%) of the voting power for the election of the directors (or similar governing body) of the entity or of the capital stock (or other equity interests) of the entity is owned, directly or indirectly, by another person, or other entity.

(ii)“Change in Control” has the meaning set forth in the Incentive Plan.

(iii)“Executive-Level Employee” means an “executive officer” of the Company (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934).

(iv)“Incentive Plan” means the T-Mobile US, Inc. 2013 Omnibus Incentive Plan, as in effect from time to time (and any successor plan thereto).

(v)“Proposed Retirement Date” means the proposed Termination Date set forth in the Executive’s Retirement Notice.

(vi)“Retirement COBRA Period” means the Severance COBRA Period, or solely if a Company Retirement Acceleration occurs, the period commencing on the Termination Date and ending on the earlier of (i) the end of the eighteen (18) month following the Proposed Retirement Date or (ii) the date on which the Executive becomes eligible for coverage under a subsequent employer’s group medical and dental plans.

(vii)“Retirement Multiple” means (x) 0.6, if the Termination Date occurs during the period beginning on and including the Retirement Trigger Date through and including March 31, 2027, (y) 0.75, if the Termination Date occurs during the period beginning on and including April 1, 2027 through and including March 31, 2028, or (z) 1.0, if the Termination Date occurs on or after April 1, 2028; provided, that solely in the event of a Company Retirement Acceleration which has the effect of changing the Retirement Multiple (compared to the Retirement Multiple that would have applied had the Termination Date occurred on the Proposed Retirement Date), the Retirement Multiple shall be determined by reference to the Proposed Retirement Date (rather than the Termination Date).

(viii)“Retirement Trigger Date” means April 1, 2026.

(i)Payments in Cash. Unless otherwise specifically indicated or set forth in an applicable LTI award agreement, all payments under paragraph 5 of this Agreement will be made in cash.

6.Restrictive Covenant and Confidentiality Agreement. The Executive and the Company acknowledge and agree that the Executive and the Company have previously entered into a Restrictive Covenant and Confidentiality Agreement, attached hereto as Exhibit C (the “Restrictive Covenant and Confidentiality Agreement”), the terms of which are incorporated by reference herein. To the extent that the Restrictive Covenant and Confidentiality Agreement suggests that (a) Executive’s duties are other than as described in this Agreement, (b) Executive is not eligible for severance, or (c) there is no other agreement between the Company and the Executive besides the Restrictive Covenant and Confidentiality Agreement, the provisions of this Agreement will control. Notwithstanding any provision of the Restrictive Covenant and Confidentiality Agreement to the contrary, the duration of the post-termination “Restricted Period” as defined in the first sentence of paragraph 4 of such Agreement is increased from one year to two years and the last sentence of paragraph 4 of such Agreement is deleted. Further notwithstanding anything in the Restrictive Covenant and Confidentiality Agreement to the contrary, the Executive understands that (i) nothing contained in the Restrictive Covenant and Confidentiality Agreement will prohibit the Executive from filing a charge with, reporting possible violations of federal law or regulation to, participating in any investigation by, or cooperating with any governmental agency or entity or making other disclosures that are protected under the whistleblower provisions of applicable law or regulation; (ii) nothing in the Restrictive Covenant and Confidentiality Agreement is intended to or will prevent the Executive from communicating directly with, cooperating with, or providing information (including trade secrets) in confidence to, any federal, state or local government regulator (including, but not limited to, the U.S. Securities and Exchange Commission, the U.S. Commodity Futures Trading Commission, the U.S. Department of Justice or the U.S. National Labor Relations Board or any similar agency) for the purpose of reporting or investigating a

suspected violation of law, or from providing such information to Executive’s attorney or in a sealed complaint or other document filed in a lawsuit or other governmental proceeding, or from exercising any rights the Executive may have, if any, under Section 7 of the U.S. National Labor Relations Act; and (iii) pursuant to 18 USC Section 1833(b), (x) the Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (B) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal, and (y) if the Executive files a lawsuit for retaliation by an employer for reporting a suspected violation of law, the Executive may disclose a trade secret to his attorney and use the trade secret information in the court proceeding, if the Executive (A) files any document containing the trade secret under seal, and (B) does not disclose the trade secret, except pursuant to court order.

7.Responsibilities Upon Termination. Upon the termination of his employment by the Company for whatever reason and irrespective of whether or not such termination is voluntary on his part, the Executive agrees that all papers, notes, documents, files, records, computer data, programs, tools, models, keys, pass cards, identification cards, and other items, furnished by the Company or created by the Executive or others in the course of work done by or on the behalf of the Company, including all duplicates and copies of such materials, are the property of the Company. The Executive agrees to return all the Company property to the Company at the conclusion of employment or earlier at the Company’s request. The Executive also agrees to return all property of the Company’s clients and customers and all documents and records containing information obtained from clients and customers at the conclusion of employment or earlier at the Company’s request.

8.Tax Matters.

(a)280G. In the event any payment, benefit or distribution of any type to or for the benefit of the Executive, whether paid or payable, provided or to be provided, or distributed or distributable pursuant to the terms of this Agreement or otherwise to the Executive under this Agreement or otherwise constitutes a “parachute payment” under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the amount payable to the Executive shall be either (i) paid in full, or (ii) paid after reduction by the smallest amount as would result in no portion thereof being subject to the excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax under Section 4999 of the Code, results in the receipt by the Executive, on an after-tax basis, of the greater net value, notwithstanding that all or some portion of such payment amount may be taxable under Section 4999 of the Code. Unless the Company and the Executive otherwise agree in writing, all determinations required to be made under this paragraph 8(a), including the manner and amount of any reduction in the Executive’s payments hereunder, and the assumptions to be utilized in arriving at such determinations, shall be made in writing in good faith by the accounting firm serving as the Company’s independent public accounting firm immediately prior to the event giving rise to such payment (the “Accounting Firm”); provided, however, that no such reduction or elimination shall apply to any non-qualified deferred compensation amounts (within the meaning of Section 409A of the Code) to the extent such reduction or elimination would accelerate or defer the timing of such payment in manner that does not comply with Section 409A of the Code. For purposes of making the calculations required by this paragraph 8(a), the Accounting Firm may make reasonable assumptions and approximations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive shall furnish to the Accounting Firm such information and documents as the Accounting Firm may reasonably request to make a determination under this paragraph 8(a). The Accounting Firm shall provide its written report to the Committee and the Executive which shall include information regarding methodology. The Company shall bear all costs the Accounting Firm may reasonably incur in connection with any calculations contemplated by this paragraph 8(a). The Executive and the Company shall cooperate in case of a potential Change in Control to consider alternatives to mitigate any Section 280G exposure, although the Company cannot guarantee any such alternatives will be available or approved by the Company and neither the Executive nor the Company shall be obligated to enter into them.

(b)409A. It is intended that the payments and benefits under this Agreement comply with Section 409A of the Code (together with the Treasury Regulations relating thereto, “Section 409A”), or satisfy the requirements for an exemption to Section 409A, in each case, to the extent applicable to this Agreement and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and be administered to be in compliance therewith (or to be in satisfaction of an exemption therefrom). Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, the Executive shall not be considered to have terminated employment with the Company for purposes of this Agreement, no Termination Date shall be deemed to have occurred, and no payment otherwise payable upon a termination of the Executive’s employment shall be paid to the Executive under this Agreement unless and until the Executive’s termination of employment constitutes a “separation from service” from the Company within the meaning of Section 409A (a “Separation from Service”). Any payments described in this Agreement that qualify for the “short-term deferral” exception from Section 409A as described in Treasury Regulation Section 1.409A-1(b)(4) will be paid under such exception. For purposes of Section 409A of the Code (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii) and the application of the short-term deferral exception), each payment under this Agreement will be treated as a separate payment and any right to a series of installment payments pursuant to this Agreement will be treated as a right to a series of separate payments. Notwithstanding anything to the contrary in this Agreement (whether under this Agreement or otherwise), to the extent delayed commencement of any portion of the payments to be made to the Executive upon his Separation from Service is required to avoid a prohibited payment under Section 409A(a)(2)(B)(i) of the Code, such portion of the payments shall be delayed and paid on the first business day after the earlier of (i) the date that is six (6) months following such Separation from Service and (ii) the Executive’s death. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, any payments or amounts reimbursable to the Executive under this Agreement shall be paid or reimbursed to the Executive on or before the last day of the calendar year following the calendar year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to the Executive) during any one calendar year may not affect amounts reimbursable or provided in any subsequent calendar year and the Executive’s right to such reimbursements (or in-kind benefits) may not be liquidated or exchanged for any other benefit. With respect to any payments hereunder that may be made during any particular payment window (e.g., within sixty days) rather than on a specified payment date, the Company shall have the right to determine the exact payment date within such payment window.

9.General.

(a)Survival. The covenants of the Executive and the Company in this Agreement and in the agreements referenced herein, including but not limited to the covenants imposed upon the Executive in the Restrictive Covenant and Confidentiality Agreement (as modified by this Agreement), shall survive the Termination Date.

(b)Notices. Unless and until some other address has been designated, all notices, consents, demands and other communications provided for by or relating to this Agreement shall be addressed as follows and shall be in writing and shall be deemed to have been given at the time the same is delivered in person or is mailed by registered or certified mail:

To the Company:

Mark Nelson

Executive Vice President and General Counsel

T-Mobile US, Inc.

12920 SE 38th St

Bellevue, Washington 98006

To the Executive:

Michael Sievert

Chief Executive Officer

T-Mobile US, Inc.

12920 SE 38th St

Bellevue, Washington 98006

Either party wishing to change the address to which notices, requests, demands and other communications under this Agreement shall be sent shall give written notice of such change to the other party.

(c)Dispute Resolution. Except for any claims arising out of, or relating to, the Restrictive Covenant and Confidentiality Agreement attached hereto, any controversy, claim or dispute arising out of or relating to the Executive’s employment with the Company or the termination thereof, either during the existence of the employment relationship or afterwards, and including, but not limited to, any common law or statutory claims for wrongful discharge, discrimination or unpaid compensation, shall be resolved exclusively by arbitration in King County, Washington. Arbitration shall be conducted in accordance with the then-prevailing employment arbitration rules of the American Arbitration Association (the “AAA”), with one arbitrator designated in accordance with those rules. The parties agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator shall be final and conclusive and may be entered in any court having jurisdiction thereof as a basis of judgment and of the issuance of execution for its collection. All such controversies, claims or disputes shall be settled in this manner in lieu of any action at law or equity; provided, however, that nothing in this paragraph 9(c) shall be construed as precluding the Company from bringing an action for injunctive relief or other equitable relief in any such dispute. The prevailing party shall be entitled to its or his attorneys’ fees and costs, in addition to any other relief that may be awarded. The exclusive venue for claims arising out of, or related to, the Restrictive Covenant and Confidentiality Agreement, shall be the state and Federal courts of King County, Washington.

(d)Governing Law. This Agreement shall be exclusively governed by and interpreted under the laws of the State of Washington.

(e)Waiver. The waiver or failure of either party to insist in any one or more instances upon performance of any term, covenant or condition of this Agreement shall not be construed as a waiver of future performance of any such term, covenant or condition, but the obligations of either party with respect to such term, covenant or condition shall continue in full force and effect. No course of dealing shall be implied or arise from any waiver or series of waivers of any right or remedy hereunder.

(f)Severability. Each provision of this Agreement shall be interpreted where possible in a manner necessary to sustain its legality and enforceability. If any provision of this Agreement shall be unenforceable or invalid under applicable law, such provision shall be limited to the minimum extent necessary to render the same enforceable or valid. The unenforceability of any provision of this Agreement in a specific situation, or the unenforceability of any portion of any provision of this Agreement in a specific situation, shall not affect the enforceability of (i) that provision or portion of provision in another situation or (ii) the other provisions or portions of provisions of this Agreement if such other provisions or the remaining portions could then continue to conform with the purposes of this Agreement and the terms and requirements of applicable law.

(g)Amendments. This Agreement shall not be amended orally, but only by a written instrument executed only by a member of the Board or the Chair of the Committee, on the one hand, and the Executive, on the other.

(h)Entire Agreement. This Agreement, along with any other agreements expressly incorporated by reference herein, embody the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior oral and written agreements and understandings between the Company and the Executive with respect to the subject matter hereof, including, without limitation, the Original Employment Agreement. To the extent the provisions of this Agreement are inconsistent with the terms of any underlying compensation plan or program, including without limitation any annual performance bonus plan or the Incentive Plan, the terms of this Agreement shall control.

(i)Free and Voluntary Act. The Executive agrees that he is entering into this Agreement as a free and voluntary act and that he has been given adequate time to decide whether or not to sign the Agreement and signs it only after full reflection and analysis. The Executive further acknowledges that the Executive has been given an opportunity to obtain an attorney’s independent counsel and advice, and that the Executive has read and understands the complete Agreement. Each party agrees that they have cooperated in the drafting and preparation of this Agreement; any construction of this Agreement shall not be construed against any party as drafter.

(j)Indemnification. The Executive shall be covered by the Company’s indemnification provisions and directors’ and officers’ insurance policies generally applicable to Company executives and directors. Subject to the terms and conditions of such provisions and policies, these provisions and policies shall continue to apply to the Executive after any termination of employment with respect to his service prior to termination of employment, on the same basis as for other former officers and directors.

(k)Legal Fees. The Company shall promptly reimburse the Executive for his legal fees reasonably incurred in connection with this Agreement, not to exceed $25,000, upon reasonable documentation.

(l)Binding Effect: Successors. This Agreement shall inure to the benefit of and shall be binding upon the Company and its successors, assigns and legal representatives and the Executive, his heirs and legal representatives. The Company will cause any successor thereto in a Change in Control to assume Company’s obligations under this Agreement, and failure to do so shall constitute a material breach of this Agreement unless otherwise agreed to by the Executive and the successor company. The Executive may not assign, transfer, or otherwise dispose of this Agreement, or any of his other rights or obligations hereunder (other than his rights to payments hereunder, which may be transferred only by will or by the laws of descent and distribution), without the prior written consent of the Company, and any such attempted assignment, transfer or other disposition without such consent shall be null and void.

(m)Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. The execution of this Agreement may be by actual, facsimile or “.pdf” signature. Signatures of the parties transmitted by facsimile or email of a “.pdf” shall be deemed to be their original signatures for all purposes.

(n)Authority and Ratification. The Company represents that it has obtained all approvals, including Board and Committee approvals, required to enter into and perform its obligations under this Agreement, and that no other agreements would prevent the Company from entering into this Agreement.

[Signature Page Follows]

In Witness Whereof, the parties have executed this Agreement effective as of the date first above written.

T-Mobile US, Inc.

By: /s/ Kelvin R. Westbrook

Kelvin R. Westbrook,

Chair, Compensation Committee of the Board of Directors

Executive

By: /s/ G. Michael Sievert

G. Michael Sievert

EXHIBIT A

Permitted Board Service

The Executive is permitted to continue his service on the board of Shaw Communications Inc., a public company in Canada, subject to the terms and conditions of Section 1 (“Duties”) of the Agreement.

EXHIBIT B

Release

[see attached]

EXHIBIT C

Restrictive Covenant and Confidentiality Agreement

[see attached]

Exhibit 10.3


AMENDED AND RESTATED LICENSE PURCHASE AGREEMENT by and among T-MOBILE USA, INC., T-MOBILE LICENSE LLC, NEXTEL WEST CORP., and CHANNEL 51 LICENSE CO LLC Dated as of March 30, 2023

TABLE OF CONTENTS


			Page
ARTICLE 1 DEFINITIONS			2
ARTICLE 2 PURCHASE AND SALE OF LICENSES			5
Section 2.1 Purchase and Sale of Seller Licenses			5
Section 2.2 No Assumption of Liabilities			8
Section 2.3 Closing			8
ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE SELLER			9
Section 3.1 Organization			9
Section 3.2 Power and Authority			9
Section 3.3 Enforceability			9
Section 3.4 Non-Contravention			9
Section 3.5 Compliance With Laws			10
Section 3.6 Seller Licenses			10
Section 3.7 Litigation			12
Section 3.8 No Brokers			12
Section 3.9 Solvency and Debtor Relief Laws			12
Section 3.10 Disclaimer of Other Representations and Warranties			13
ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE T-MOBILE PARTIES			13
Section 4.1 Organization; Place of Business			13
Section 4.2 Power and Authority			13
Section 4.3 Enforceability			14
Section 4.4 Non-Contravention			14
Section 4.5 Litigation			14
Section 4.6 Qualification			15
Section 4.7 Available Funds			15
Section 4.8 Solvency and Debtor Relief Laws			15
Section 4.9 No Brokers			16
Section 4.10 Disclaimer of Other Representations and Warranties			16
ARTICLE 5 COVENANTS AND OTHER AGREEMENTS			17
Section 5.1 Covenants of the T-Mobile Parties and the Seller Pending the Closing			17
Section 5.2 Confidentiality			17
Section 5.3 Compliance with Law; Compliance with Licenses; Non-Solicitation; Updates			18
Section 5.4 Governmental Filings			18
Section 5.5 Withholding			20
Section 5.6 Existing Lease			20
ARTICLE 6 CONDITIONS TO CLOSING			21
Section 6.1 Conditions to the Obligations of the T-Mobile Parties			21
Section 6.2 Conditions to the Obligations of the Seller			22
ARTICLE 7 TERMINATION			23
Section 7.1 Termination			23

- i -


ARTICLE 8 SURVIVAL AND INDEMNIFICATION			25
Section 8.1 Survival			25
Section 8.2 General Indemnification Obligation			25
Section 8.3 Limitations			26
Section 8.4 Indemnification Procedures			27
Section 8.5 Treatment of Payments			28
Section 8.6 Exclusive Remedy			28
Section 8.7 Seller Assets			28
ARTICLE 9 MISCELLANEOUS			28
Section 9.1 Assignment			28
Section 9.2 Further Assurances			29
Section 9.3 Entire Agreement; Amendment			29
Section 9.4 Waiver			29
Section 9.5 Notices			30
Section 9.6 Governing Law; Venue; Waiver of Jury Trial			31
Section 9.7 No Benefit to Others			32
Section 9.8 United States Dollars; Headings, Gender, “Person,” and “including”			32
Section 9.9 Severability			32
Section 9.10 Counterparts and Electronic Signatures			32
Section 9.11 Expenses			33
Section 9.12 Bulk Transfer Laws			33
Section 9.13 Construction of “Seller License”			33

- ii -

AMENDED AND RESTATED LICENSE PURCHASE AGREEMENT

THIS AMENDED AND RESTATED LICENSE PURCHASE AGREEMENT (this “Agreement”), dated as of March 30, 2023, is entered into by and among (i) T-MOBILE USA, INC., a Delaware corporation (“T-Mobile”), T-MOBILE LICENSE LLC, a Delaware limited liability company (“T-Mobile License”), and NEXTEL WEST CORP., a Delaware corporation (“Nextel” and collectively with T-Mobile and T-Mobile License, the “T-Mobile Parties”), and (ii) CHANNEL 51 LICENSE CO LLC, a Delaware limited liability company (“Channel 51” or the “Seller”). Each T-Mobile Party and the Seller is a “Party,” and the T-Mobile Parties and the Seller are the “Parties”; provided that as the context requires (i.e., when the applicable provision describes a two-party relationship or interaction), the T-Mobile Parties, collectively, shall be deemed to be a single Party.

WHEREAS, the Seller holds the 600 MHz licenses granted by the FCC that are identified in Schedule A (the “Seller Licenses”) for the Houston, Texas, Chicago, Illinois, Los Angeles, California and Boston, Massachusetts markets;

WHEREAS, the Seller leases the Seller Licenses to T-Mobile License pursuant to a spectrum lease identified by ULS Application File No. 0009021213 (as amended and restated concurrently with the execution and delivery of this Agreement, the “Existing Lease”);

WHEREAS, the T-Mobile Parties and Seller are party to the License Purchase Agreement, dated as of August 8, 2022, pursuant to which Seller has agreed to sell, and the T-Mobile Parties have agreed to purchase, the Seller Licenses (and the 600 MHz licenses granted by the FCC subject to the Second Closing License Purchase Agreement (as defined below)) in the manner and subject to the terms and conditions set forth therein, with respect to which Nextel became a party pursuant to the Assignment and Joinder, dated as of September 2, 2022 (collectively, the “Original Agreement”);

WHEREAS, the Parties desire to amend and restate the Original Agreement in its entirety on the terms and conditions set forth in this Agreement;

WHEREAS, concurrently with the execution and delivery of this Agreement, the Parties are entering into a license purchase agreement (the “Second Closing License Purchase Agreement”) pursuant to which the T-Mobile Parties will purchase from Seller and Seller will sell to the T-Mobile Parties additional 600 MHz licenses granted by the FCC (for the Chicago, Illinois and New Orleans, Louisiana markets, as more specifically identified therein); and

WHEREAS, concurrently with the execution and delivery of this Agreement, the T-Mobile Parties and LB License Co, LLC (“LB License”) are entering into (i) an amended and restated license purchase agreement (the “LB First Closing License Purchase Agreement”) pursuant to which the T-Mobile Parties will purchase from LB License and LB License will sell to the T-Mobile Parties, certain 600 MHz licenses granted by the FCC (for the St. Louis, Missouri, Salt Lake City, Utah, Atlanta, Georgia, San Francisco, California, Tampa, Florida, Columbus, Ohio, Minneapolis-St. Paul, Minnesota, Seattle Washington, Philadelphia, Pennsylvania, Baltimore, Maryland – Washington, DC, Dallas, Texas and Phoenix, Arizona markets, as more specifically identified therein) and (ii) a license purchase agreement pursuant to which the T-Mobile Parties will purchase from LB License and LB License will sell to the T-Mobile Parties, an additional 600 MHz license granted by the FCC (for the Dallas, Texas market, as more specifically identified therein).

NOW, THEREFORE, in consideration of the promises and the mutual representations, warranties, covenants, conditions and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

ARTICLE 1
DEFINITIONS

As used in this Agreement, the following terms shall have the meanings set forth or referenced below:

“Affiliate” means, as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. The term “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as applied to any Person, means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other ownership interest, by contract or otherwise.

“Agreement” means this Agreement and all Exhibits and Schedules hereto, as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof.

“Bankruptcy Code” means title 11 of the United States Code, 11 U.S.C. §§101-1532, as amended from time to time.

“Burdensome Condition” has the meaning set forth on Schedule B.

“Burdensome Condition Expiration Date” has the meaning set forth in Section 7.1(a)(vi).

“Business Day” means any day, other than a Saturday or Sunday, on which commercial banks and foreign exchange markets are open for business in the county of New York, State of New York.

“Cash” means cash in Dollars.

“Channel 51” has the meaning set forth in the preamble.

“Claim Notice” has the meaning set forth in Section 8.4(a).

“Closing” has the meaning set forth in Section 2.3(a).

“Closing Date” has the meaning set forth in Section 2.3(a).

“Code” means the Internal Revenue Code of 1986, as amended.

“Debtor Relief Laws” means the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, general assignment for the benefit of creditors, moratorium, rearrangement, receivership, examinership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Deferred Payment Date” has the meaning set forth in Section 2.1(b)(ii).

“Delaware Courts” has the meaning set forth in Section 9.6.

“Disclosure Schedule” has the meaning set forth in Article 3.

“DOJ” means the United States Department of Justice.

“Existing Lease” has the meaning set forth in the recitals.

“FCC” means the Federal Communications Commission or any successor entity thereto.

“FCC Applications” has the meaning set forth in Section 5.4(a).

“FCC Consent” means the requisite consent or consents of the FCC to permit the assignment by the Seller to T-Mobile License and/or Nextel (or its designee in accordance with Section 9.1(b)), as applicable, of the Seller Licenses.

“FCC Order” means a written action or order by the FCC or any of its bureaus.

“FCC Order Condition” has the meaning set forth in Section 6.1(a).

“FCC Rules” means the rules, regulations and orders of the FCC.

“Final Order” means an action or decision that has been granted by the FCC, including the FCC Consent, as to which (i) no request for a stay or similar request is pending, no stay is in effect, the action or decision has not been vacated, reversed, set aside, annulled or suspended and any deadline for filing such request that may be designated by statute or regulation has passed, (ii) no petition for rehearing or reconsideration or application for review is pending and the time for the filing of any such petition or application has passed, (iii) the FCC does not have the action or decision under reconsideration on its own motion and the time within which it may effect such reconsideration has passed and (iv) no appeal is pending including other administrative or judicial review, or in effect and any deadline for filing any such appeal that may be designated by statute or rule has passed.

“FTC” means the United States Federal Trade Commission.

“Governmental Authority” means a federal, state or local court, legislature, governmental agency, commission or regulatory or administrative authority or instrumentality.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended, any successor statute thereto, and the rules and regulations promulgated thereunder.

“HSR Notice” has the meaning set forth in Section 5.4(b).

“Indemnified Party” has the meaning set forth in Section 8.2(a).

“Indemnifying Party” has the meaning set forth in Section 8.2(a).

“Law” means applicable common law and any statute, ordinance, code or other law, rule, permit, permit condition, regulation, order, decree, technical or other standard, requirement or procedure enacted, adopted, promulgated, applied, issued or followed by any Governmental Authority.

“LB First Closing License Purchase Agreement” has the meaning set forth in the recitals.

“LB License” has the meaning set forth in the recitals.

“Liabilities” means any direct or indirect liability, indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, of any kind or nature whatsoever, whether fixed or unfixed, known or unknown, asserted or unasserted, choate or inchoate, liquidated or unliquidated, secured or unsecured, accrued, contingent or otherwise.

“Lien” means any mortgage, lien, pledge, charge, security interest, easement, conditional sales contract, reversionary interest, transfer restriction (other than transfer restrictions arising under the FCC Rules), right of first refusal, voting trust agreement, preemptive right, or other adverse claim or defect of title.

“Losses” has the meaning set forth in Section 8.2(a).

“Material Affiliates” has the meaning set forth in Section 4.8(a).

“NDA” has the meaning set forth in Section 5.2(a).

“NSA” has the meaning set forth in Section 3.4.

“Original Agreement” has the meaning set forth in the recitals.

“Outside Date” has the meaning set forth in Section 7.1(a)(iv).

“Party(ies)” has the meaning set forth in the preamble.

“Person” has the meaning set forth in Section 9.8.

“Post-Closing Purchase Price Payment” has the meaning set forth in Section 2.1(b)(ii).

“Purchase Price” has the meaning set forth in Section 2.1(b).

“Second Closing” means the consummation of the transactions contemplated by the Second Closing License Purchase Agreement.

“Second Closing License Purchase Agreement” has the meaning set forth in the recitals.

“Seller” has the meaning set forth in the preamble.

“Seller Licenses” has the meaning set forth in the recitals.

“Solvent” has the meaning set forth in Section 4.8(a).

“Subsidiaries” means, as to any Person, the Affiliates of such Person that, directly or indirectly, are controlled by such Person.

“Taxes” means any taxes, duties, assessments, fees, levies, or similar governmental charges, together with any interest, penalties, and additions to tax, imposed by any taxing authority, wherever located (i.e., whether federal, state, local, municipal, or foreign), including all net income, gross income, gross receipts, net receipts, sales, use, transfer, franchise, privilege, profits, social security, disability, withholding, payroll, unemployment, employment, excise, severance, property, windfall profits, value added, ad valorem, occupation, or any other similar governmental charge or imposition.

“T-Mobile” has the meaning set forth in the preamble.

“T-Mobile License” has the meaning set forth in the preamble.

“T-Mobile Parties” has the meaning set forth in the preamble.

“Transaction Documents” means this Agreement and all other agreements, documents and instruments required to be delivered by any Party or its designee to any other Party or its designee in accordance with the provisions of this Agreement.

“Unjust Enrichment Amount” means the reimbursement amount, plus interest, determined by the FCC pursuant to 47 C.F.R. § 1.2111(b) for the assignment of the Seller Licenses on the Closing Date, as provided by the FCC prior to the Closing Date.

ARTICLE 2
PURCHASE AND SALE OF LICENSES

Section 2.1Purchase and Sale of Seller Licenses

(a) At the Closing, the Seller shall grant, sell, convey, assign, transfer and deliver to T-Mobile License and/or Nextel as set forth on Schedule A (or, subject to Section 9.1, another Affiliate of T-Mobile designated by T-Mobile), free and clear of all Liens (other than conditions and limitations placed on the Seller Licenses by the FCC that are generally applicable to 600 MHz licenses), and T-Mobile License and/or Nextel, as applicable, to purchase (or, subject to Section 9.1, cause the applicable Affiliate of T-Mobile to purchase), and T-Mobile shall cause T-Mobile License and/or Nextel, as applicable, to purchase (or, subject to Section 9.1, cause the applicable Affiliate of T-Mobile to purchase) from the Seller, all right, title and interest of the Seller in and to the Seller Licenses (as set forth on Schedule A).

(b) In consideration for the grant, sale, conveyance, assignment, transfer and delivery of the Seller Licenses as set forth in Section 2.1(a), the T-Mobile Parties shall pay or cause to be paid, an aggregate amount in Cash equal to One Billion Five Hundred Seventy-Two Million Six Hundred Seventy-Two Thousand Six Hundred Eight Dollars ($1,572,672,608), less the applicable prepaid amount under the Existing Lease in accordance with Section 5.6(c) (the “Purchase Price”), which shall be payable as follows:

(i) at the Closing, to the U.S. Government, an amount equal to the Unjust Enrichment Amount (by wire transfer of immediately available funds to the U.S. Government’s account for such purpose); and

(ii) on or prior to the date that is forty (40) days after the Closing Date (the “Deferred Payment Date”), to the Seller, an amount in Cash equal to the Purchase Price minus the Unjust Enrichment Amount (the “Post-Closing Purchase Price Payment”), by wire transfer of immediately available funds to such account(s) as the Seller shall designate no later than three (3) Business Days prior to such payment date. In no event shall the Purchase Price be pro-rated or adjusted if Closing occurs but not all Seller Licenses are assigned to T-Mobile License and/or Nextel (or, subject to Section 9.1, an Affiliate of T-Mobile designated by T-Mobile), as applicable, at Closing because a Burdensome Condition was imposed and T-Mobile failed to exercise its termination right set forth in Section 7.1(a)(vi) prior to the applicable Burdensome Condition Expiration Date.

(iii) Notwithstanding anything to the contrary in this Agreement:

(A) Each T-Mobile Party hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability hereunder in consideration of the agreements provided by the Seller under this Agreement, for the mutual benefit, directly and indirectly, of each T-Mobile Party and in consideration of the undertakings of the T-Mobile Parties to accept joint and several liability for the Purchase Price and all other obligations from time to

time owing by the T-Mobile Parties to the Seller under this Agreement. Accordingly, each T-Mobile Party hereby waives any and all suretyship defenses with respect to the obligations of the other T-Mobile Party under this Agreement that would otherwise be available to such T-Mobile Party under applicable law.

(B) Subject to the occurrence of the Closing, the T-Mobile Parties’ obligation to pay the Post-Closing Purchase Price Payment and any other amounts that may become payable to the Seller pursuant to this Section 2.1(b)(iii) is absolute and unconditional and is not subject to any abatement, counterclaim, defense, deferment, interruption, recoupment, reduction, or setoff (including in connection with any indemnity or other claims under Article 8) for any reason whatsoever; provided that the foregoing shall not limit the rights of the T-Mobile Parties under Article 8 or otherwise under this Agreement.

(C) The Parties acknowledge that the obligation of the T-Mobile Parties to pay the Post-Closing Purchase Price Payment on the Deferred Payment Date is an integral part of the transactions contemplated by this Agreement and that, without these agreements, AND WITHOUT THE AGREEMENTS TO CONFESS JUDGMENT SET FORTH IN EXHIBIT B-1 (WHICH ARE INCORPORATED INTO AND ARE AN INTEGRAL PART OF THIS SECTION 2.1(b)(iii)(C)), THE SELLER WOULD NOT ENTER INTO THIS AGREEMENT.

(D) In addition to all other remedies available to the Seller hereunder, if the Post-Closing Purchase Price Payment is not paid in full in Cash to the Seller on or prior to the Deferred Payment Date, upon the request of the Seller (in its sole discretion), the T-Mobile Parties shall cooperate in good faith with the Seller, and take all steps necessary, proper or advisable, in each case subject to the receipt of all applicable consents, approvals and/or clearances of the FCC and other Governmental Authorities as described in this Section 2.1(b)(iii)(D), to assign (including to assign legal title to) the Seller Licenses back to the Seller and/or provide the Seller with all rights with respect thereto (including pursuant to a lease arrangement) as soon as reasonably practicable after receipt of such notice from the Seller, make any necessary filings with the FCC or other Governmental Authorities to seek the FCC’s or any other Governmental Authority’s consent to such assignment (including if necessary to seek the expiration or termination of any applicable HSR waiting period related to such transfer), and use reasonable best efforts to obtain such consents (or expiration or termination of such waiting period), and to pay all filing fees due to any Governmental Authority in connection with such necessary filings. The Seller shall be entitled to make the foregoing request of T-Mobile at any time occurring after the Deferred Payment Date but prior to the date that the Seller receives the Post-Closing Purchase Price Payment and any other amounts payable to the Seller pursuant to this Section 2.1, in each case in Cash in full. Notwithstanding any assignment of the Seller Licenses back to the Seller, the T-Mobile Parties shall pay the reasonable and documented out-of-pocket fees, costs and expenses incurred by the Seller and its Affiliates in connection with the assignment of the Seller Licenses back to the Seller (including but not limited to legal fees, costs, and expenses related to making any required filings with any Governmental Authority and obtaining the expiration or termination of any required waiting periods in connection with the transfer of the Seller Licenses back to the Seller). Notwithstanding anything to the contrary in this Agreement, in the event that the Seller exercises its rights pursuant to this Section 2.1(b)(iii)(D), upon the assignment to the Seller of the Seller Licenses or the rights with respect to the Seller Licenses (including pursuant to a lease arrangement), the Seller shall return to T-Mobile or its

applicable Affiliate (as designated by T-Mobile) any amounts paid to the Seller pursuant to this Agreement, including any portion of the Purchase Price, except for the payment of the Seller’s reasonable and documented out-of-pocket fees, costs and expenses as contemplated hereby, and the Seller shall have no further remedy under this Agreement or with respect to the transactions contemplated hereby; provided that, for the avoidance of doubt, in no event shall the Seller be required to return the Unjust Enrichment Amount or any other amount paid to any U.S. Governmental Authority or Person other than the Seller (or the Person or Persons the Seller designates to receive payment in accordance with Section 2.1(b)(ii)) pursuant to or in connection with this Agreement.

(E) The remedies set forth in this Section 2.1(b) and elsewhere in this Agreement shall be cumulative and not the exclusive remedies of the Seller if the Post-Closing Purchase Price Payment is not paid in full in Cash on or prior to the Deferred Payment Date and nothing in this Section 2.1(b) shall preclude the Seller from also seeking any other remedy, including damages, available at law, in equity or otherwise; provided that, for the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, in no event shall the Seller be entitled to receive both an assignment back of the Seller Licenses or rights (including leasehold rights) thereto in accordance with Section 2.1(b)(iii)(D) and the Post-Closing Purchase Price Payment. For the avoidance of doubt, if the consent of any Governmental Authority is required as a condition to assign the Seller Licenses back to the Seller pursuant to Section 2.1(b)(iii)(D) and such consent is not obtained, the Seller’s election to receive such assignment back of the Seller Licenses pursuant to Section 2.1(b)(iii)(D) shall be deemed irrevocably revoked and the Seller shall continue to be entitled to receive the Post-Closing Purchase Price Payment in Cash in full.

Section 2.2No Assumption of Liabilities

THIS IS A PURCHASE AND SALE OF ASSETS AND THE T-MOBILE PARTIES SHALL NOT ASSUME, BE BOUND BY OR RESPONSIBLE FOR, OR BE DEEMED TO HAVE ASSUMED, BECOME BOUND BY OR RESPONSIBLE FOR, UNDER THIS AGREEMENT OR BY REASON OF THE TRANSACTIONS CONTEMPLATED HEREBY, ANY LIABILITIES OF THE SELLER OF ANY KIND OR NATURE, KNOWN OR UNKNOWN, CONTINGENT OR OTHERWISE, THAT EXISTED, AROSE, WERE INCURRED, OR OTHERWISE PERTAIN TO ACTIONS, EVENTS OR CIRCUMSTANCES OCCURRING OR EXISTING PRIOR TO THE CLOSING WITH RESPECT TO THE SELLER LICENSES OR OTHERWISE. THE T-MOBILE PARTIES SHALL BE LIABLE FOR ALL OF THE LIABILITIES ARISING FROM AND AFTER THE CLOSING OUT OF OR RELATING TO THE OWNERSHIP, OPERATION OR USE OF THE SELLER LICENSES.

Section 2.3Closing

(a)Unless this Agreement shall have been earlier terminated in accordance with the provisions of this Agreement, the closing of the transactions contemplated by this Agreement (the “Closing”) shall be consummated via electronic document exchange at 10:00 a.m. Eastern time (i) on the date designated by T-Mobile that is not more than one hundred forty (140) days after the satisfaction or T-Mobile’s waiver in writing of the FCC Order Condition (and on not less than three (3) Business Days prior written notice from T-Mobile to the Seller), but subject to the satisfaction or waiver of the conditions set forth in Article 6, or (ii) at such other time or place as may be agreed upon in writing by T-Mobile and the Seller. The date of the Closing is referred to herein as the “Closing Date”.

(b)At the Closing, the Seller shall deliver to the T-Mobile Parties: (i) with respect to the Seller Licenses, an instrument of assignment in the form attached hereto as Exhibit A, executed by the Seller; and (ii) the closing certificate required to be delivered pursuant to Section 6.1(d), executed by an authorized representative of the Seller.

(c)Subject to the last sentence of this Section 2.3(c), at the Closing, the T-Mobile Parties shall deliver to the Seller: (i) with respect to the Seller Licenses, an instrument of assignment in the form attached hereto as Exhibit A, executed by T-Mobile License and/or Nextel (or, subject to Section 9.1, an Affiliate of T-Mobile designated by T-Mobile), as applicable; (ii) A CONFESSION OF JUDGMENT AFFIDAVIT, IN THE FORM ATTACHED HERETO AS EXHIBIT B-2, EXECUTED BY EACH OF THE T-MOBILE PARTIES (INCLUDING ANY ASSIGNEE OR AFFILIATES OF T-MOBILE THAT EXECUTES A JOINDER TO THIS AGREEMENT PURSUANT TO SECTION 9.1(b)); and (iii) the closing certificate required to be delivered pursuant to Section 6.2(d), executed by an authorized officer of each of the T-Mobile Parties. Notwithstanding the foregoing, to the extent that, subject to Section 9.1, an Affiliate of T-Mobile designated by T-Mobile is to receive assignment of the Seller Licenses, such designated Affiliate shall also be made a party (in addition to the T-Mobile Parties) and execute the deliverables set forth in clauses (ii)-(iii) of this Section 2.3(c) as a condition to the Seller’s obligation to consummate the Closing.

ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF THE SELLER

Except as set forth in the Schedules delivered by the Seller to the T-Mobile Parties on the date hereof (the “Disclosure Schedule”) (it being agreed that any matter disclosed in a Schedule with respect to any Section shall be deemed to have been disclosed with respect to any other Section to the extent its relevance and applicability to such Section is reasonably apparent from the wording of such disclosure), the Seller hereby represents and warrants to the T-Mobile Parties as follows:

Section 3.1Organization

The Seller is a limited liability company, duly formed and validly existing under the laws of the State of Delaware.

Section 3.2Power and Authority

The Seller has the requisite limited liability company power and authority to execute, deliver and perform this Agreement and the other Transaction Documents to which it is, or will be, a party and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Seller of this Agreement and all the other Transaction Documents required to be executed and delivered by the Seller in accordance with the provisions of this Agreement have been duly authorized by all necessary limited liability company action on the part of the Seller. This Agreement has been, and the other Transaction Documents to which the Seller is a party have been, or will be, duly executed and delivered by the Seller.

Section 3.3Enforceability

This Agreement constitutes, and the other Transaction Documents to which the Seller is a party constitute or will constitute, the legal, valid and binding obligations of the Seller, enforceable against the Party in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer and other similar laws affecting creditors’ rights generally and by general principles of equity.

Section 3.4Non-Contravention

Upon the receipt of the FCC Consent, compliance with any applicable requirements of the HSR Act and the giving of any post-Closing notifications required by the FCC or state Governmental Authorities and except for the Unjust Enrichment Amount payment obligation noted in the Disclosure Schedule, the execution, delivery and performance by the Seller of this Agreement and the other Transaction Documents to which the Seller is, or will be, a party do not and will not violate or conflict with or result in the breach of any term, condition or provision of, or require the consent of or giving of notice to any other Person under, (a) any Law to which the Seller or the Seller Licenses is subject (except as may be required by the T-Mobile Parties’ circumstances), (b) any judgment, order, writ, injunction, decree or award of any court, arbitrator or governmental or regulatory official, body or authority that is applicable to the Seller or any of the Seller Licenses, (c) the limited liability company agreement or other governing documents of the Seller, or (d) any material mortgage, indenture, agreement (including, but not limited to the Letter of Agreement from Paul Chisholm, Managing Member, Channel 51, LLC, to Assistant Attorney General for National Security, DOJ, dated June 22, 2018 (the “NSA”)), contract, commitment, lease, plan, license or other instrument, document or understanding, oral or written, to which the Seller is a party or subject, by which the Seller may have rights or by which any of the Seller Licenses may be bound or affected, or give any party with rights thereunder the right to terminate, modify, accelerate or otherwise materially change the existing rights or obligations of the Seller thereunder.

Section 3.5Compliance With Laws

The Seller is not in violation in any material respect of any federal, state or local law, ordinance, code, order or governmental rule or regulation that relates to any of the Seller Licenses, including the FCC Rules. For clarity, without limiting the representations and warranties in Section 3.4, no representation or warranty is made under this Section 3.5, Section 3.6, Section 3.7 or elsewhere under this Agreement regarding the absence or results of any investigation or challenge brought by any Governmental Authority following the date hereof or the Closing Date on the grounds that the sale of the Seller Licenses to T-Mobile License or Nextel (or, subject to Section 9.1, another Affiliate of T-Mobile designated by T-Mobile), as applicable, or other transactions contemplated hereby would require registration, declaration or filing with such Governmental Authority or violate any antitrust law.

Section 3.6Seller Licenses

(a)Each of the Seller Licenses has been validly issued, is in full force and effect, is validly held by the Seller, is free and clear of conditions or restrictions, other than those routinely imposed in conjunction with FCC licenses of a similar type or as noted in the Disclosure Schedule, and was granted to the Seller by Final Order. Each of the Seller Licenses is free and clear of all Liens. At the Closing, each of the Seller Licenses will be free and clear of all Liens. The Seller has not used or granted any of the Seller Licenses or granted any rights therein, except in accordance with the Existing Lease or as noted in the Disclosure Schedule.

(b)Except for the Existing Lease, none of the spectrum covered by the Seller Licenses is subject to any lease or other agreement or arrangement with any third party, including any agreement giving any third party any right to use such spectrum.

generally. No governmental authority or regulatory agency has, to the Seller’s knowledge, threatened to terminate or suspend any of the Seller Licenses. There are no third-party claims of any kind that have been asserted with respect to any of the Seller Licenses. The Seller is not in violation or default and has not received any notice of any claim of violation or default, with respect to any of the Seller Licenses. No event has occurred with respect to any of the Seller Licenses that permits, or after notice or lapse of time or both would permit, revocation or termination thereof or that will or would reasonably be expected to result in any violation or default, claim of violation or default or impairment of the rights of the Seller, as the holder of the Seller Licenses.

(d)Each Seller License is held solely by the Seller, as set forth on Schedule A. Except as set forth in the Existing Lease, no shareholder, officer, employee or former employee of the Seller or any Affiliate thereof, or any other Person, holds or has any proprietary, financial or other interest (direct or indirect) in, or any authority to use, or any other right or claim in or to, any of the Seller Licenses.

(e)No amounts (including installment payments consisting of principal and/or interest or late payment fees) are due to the FCC or the United States Department of the Treasury in respect of the Seller Licenses. Except for the Seller Licenses, with respect to which all Liabilities will be satisfied in full upon the payment of the Unjust Enrichment Amount to the U.S. Government, the consummation of the transactions contemplated hereunder will not cause the FCC to impose any unjust enrichment penalties pursuant to 47 C.F.R. §1.2111.

(f)The Seller has no reason to believe that any of the Seller Licenses will not be renewed in the ordinary course. Except for the Unjust Enrichment Amount payment obligation noted in the Disclosure Schedule, none of the Seller Licenses will be impaired by the consummation of the transactions contemplated hereby. The Seller is not aware of any basis for any application, action, petition, objection or other pleading, or for any proceeding with the FCC or any other Governmental Authority, which (i) questions or contests the validity of, or seeks the revocation, forfeiture, non-renewal or suspension of, any Seller License, (ii) seeks the imposition of any adverse modification or amendment with respect to any Seller License, (iii) seeks the payment of a fine, sanction, penalty, damages or contribution in connection with the use of any Seller License, or (iv) in any other way would reasonably be expected to impair the Seller Licenses (taken as whole), other than matters of public record pertaining to the Existing Lease and proceedings affecting the wireless communications industry or 600 MHz licenses or licensees generally.

(g)Except for the Unjust Enrichment Amount payment obligation noted in the Disclosure Schedule, there are no liabilities of the Seller or any Affiliate thereof (whether matured or unmatured, direct or indirect, or absolute, contingent or otherwise), whether related to, associated with, or attached to, any Seller License or otherwise to which the T-Mobile Parties or any of their Affiliates will be subject from and after the Closing as a result of the consummation of the transactions contemplated hereby or otherwise.

(h)With respect to each Seller License, (i) all material documents required to be filed at any time by the Seller with the FCC or pursuant to the NSA with respect to such Seller License have been timely filed or the time period for such filing has not lapsed, and (ii) all such documents filed since the date that such Seller License was first issued or transferred to the Seller or any Affiliate thereof are correct in all material respects. None of the Seller Licenses are subject to any conditions other than those appearing on the face of the Seller Licenses and those imposed by the FCC Rules upon the wireless communications services industry generally or upon 600 MHz licenses or licensees generally. Except for the payment of the Unjust Enrichment Amount, there are no obligations to make any payments to the FCC associated with any Seller License, nor will the consummation of the transactions contemplated hereby cause the FCC to require any Party or any of its Affiliates to refund to the FCC all or any portion of any bidding

credit that the Seller or any of its past or current Affiliates received from the FCC in connection with any Seller License.

(i)The Seller and each Affiliate thereof is in compliance in all material respects with, and is not in violation in any material respect of, any Law applicable to the Seller Licenses to which any of them is subject, including all pertinent aspects of the FCC Rules, including (i) the FCC Rules pertaining to eligibility to hold 600 MHz licenses in general, and the Seller Licenses in particular, (ii) the FCC Rules restricting foreign ownership of common carrier radio licenses and (iii) the NSA. The Seller is in material compliance with all terms and conditions of, and all of its obligations under, each Seller License.

Section 3.7Litigation

Except for matters of public record pertaining to the Existing Lease and proceedings affecting the wireless communications services industry generally or 600 MHz licenses or licensees generally, no litigation, arbitration, investigation or other proceeding of or before any court, arbitrator or governmental or regulatory official, body or authority is pending or, to the Seller’s knowledge, threatened against the Seller or any Affiliate thereof that would reasonably be expected to impair any of the Seller Licenses, or that seeks to enjoin this Agreement or the transactions contemplated hereby or otherwise prevent the Seller from performing its obligations under this Agreement or consummating the transactions contemplated hereby. Neither the Seller nor any Affiliate thereof is a party to or subject to the provisions of any judgment, order, writ, injunction, decree or award of any court, arbitrator or governmental or regulatory official, body or authority that impairs any of the Seller Licenses or that would prevent or would reasonably be expected to delay or impair the ability of the Seller to consummate the transactions contemplated by this Agreement or otherwise perform its obligations hereunder.

Section 3.8No Brokers

The Seller and its agents have incurred no obligation or liability, contingent or otherwise, for brokerage or finders’ fees or agents’ commissions or other similar payments in connection with this Agreement or the transactions contemplated hereby for which the T-Mobile Parties or any Affiliate thereof could become liable or obligated.

Section 3.9Solvency and Debtor Relief Laws

(a)The Seller is Solvent as of the date of this Agreement and will, after giving effect to the transactions contemplated by this Agreement, the receipt of the Purchase Price when due (assuming timely payment thereof by the T-Mobile Parties), and the payment of all related fees and expenses, be Solvent at and immediately after the Closing and the Deferred Payment Date. No case, proceeding or process in which the Seller is a debtor, defendant or party seeking an order for its own relief or reorganization has been brought or is pending, or to the knowledge of the Seller, threatened, by or against the Seller under any Debtor Relief Laws. The Seller has not taken any action in contemplation of, or that would constitute the basis for, the institution of any such case, proceeding or process.

(b)The Seller has no intention of, and is not contemplating, seeking relief under any Debtor Relief Laws within one hundred eighty (180) days after the Closing.

(c)The Seller has structured the transactions contemplated by this Agreement in good faith, as it relates to Debtor Relief Laws.

Parties would not have entered into this Agreement and the transactions contemplated by this Agreement absent the representations and warranties contained in this Section 3.9.

Section 3.10Disclaimer of Other Representations and Warranties

EXCEPT AS EXPRESSLY SET FORTH IN ARTICLE 3 OF THIS AGREEMENT, THE SELLER DOES NOT MAKE ANY OTHER REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, WITH RESPECT TO THE SELLER LICENSES IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY. THE SELLER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH IN ARTICLE 4 OF THIS AGREEMENT, THE T-MOBILE PARTIES DO NOT MAKE, AND THE SELLER HEREBY DISCLAIMS, ANY OTHER REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY.

ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF THE T-MOBILE PARTIES

Each T-Mobile Party jointly and severally hereby represents and warrants to the Seller as follows:

Section 4.1Organization; Place of Business

Each T-Mobile Party is a corporation or limited liability company, as the case may be, duly organized and validly existing under the laws of the State of Delaware.

Section 4.2Power and Authority

Each T-Mobile Party has the requisite corporate or limited liability company, as applicable, power and authority to execute, deliver and perform this Agreement and the other Transaction Documents to which it is, or will be, a party and to consummate the transactions contemplated hereby. The execution, delivery and performance by each T-Mobile Party of this Agreement and all the other Transaction Documents required to be executed and delivered by such T-Mobile Party in accordance with the provisions of this Agreement have been duly authorized by all necessary corporate or limited liability company, as applicable, action on the part of such T-Mobile Party. This Agreement has been, and the other Transaction Documents to which any of the T-Mobile Parties is a party have been, or will be, duly executed and delivered by the applicable T-Mobile Parties.

Section 4.3Enforceability

This Agreement constitutes, and the other Transaction Documents to which any T-Mobile Party is a party constitute or will constitute, the legal, valid and binding obligations of each applicable T-Mobile Party, enforceable against such T-Mobile Party in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer and other similar laws affecting creditors’ rights generally and by general principles of equity.

Section 4.4Non-Contravention

Upon the receipt of the FCC Consent, compliance with any applicable requirements of the HSR Act and the giving of any post-Closing notifications required by the FCC or state

Governmental Authorities, the execution, delivery and performance by each T-Mobile Party of this Agreement and the other Transaction Documents to which such T-Mobile Party is a party do not and will not violate or conflict with or result in the breach of any term, condition or provision of, or require the consent of or giving of notice to any other Person under, (i) any Law to which any T-Mobile Party is subject (except as may be required by the Seller’s circumstances), (ii) any judgment, order, writ, injunction, decree or award of any court, arbitrator or governmental or regulatory official, body or authority that is applicable to any T-Mobile Party, (iii) the articles of incorporation, certificate of formation, bylaws, operating agreement or similar organizational documents of any T-Mobile Party, or (iv) any credit agreement or material mortgage, indenture, agreement, contract, commitment, lease, plan, license or other instrument, document or understanding, oral or written, to which any T-Mobile Party is a party or subject, by which any T-Mobile Party may have rights, or give any party with rights thereunder the right to terminate, modify, accelerate or otherwise materially change the existing rights or obligations of any T-Mobile Party thereunder.

Section 4.5Litigation

Except for proceedings affecting the wireless communications services industry generally, no litigation, arbitration, investigation or other proceeding of or before any court, arbitrator or governmental or regulatory official, body or authority is pending or, to any T-Mobile Party’s knowledge, threatened against any T-Mobile Party or Affiliate thereof that seeks to enjoin this Agreement or the transactions contemplated hereby or otherwise prevent any T-Mobile Party from performing its obligations under this Agreement or consummating the transactions contemplated hereby. No T-Mobile Party or Affiliate thereof is a party to or subject to the provisions of any judgment, order, writ, injunction, decree or award of any court, arbitrator or governmental or regulatory official, body or authority that would prevent or would reasonably be expected to impair or delay the ability of any T-Mobile Party to consummate the transactions contemplated by this Agreement or otherwise perform any of their obligations hereunder.

Section 4.6Qualification

Each of T-Mobile License and Nextel is, and any other Affiliate of T-Mobile designated by T-Mobile pursuant to Section 9.1 will be, fully qualified under the Communications Act of 1934, as amended, and the FCC Rules (a) to hold and receive FCC licenses generally, (b) to hold and receive the Seller Licenses, upon the consummation of the transactions contemplated hereby, and (c) to be approved as the assignee of the Seller Licenses. Each of T-Mobile License and Nextel is, and any other Affiliate designated by T-Mobile pursuant to Section 9.1 will be, in material compliance with Section 310(b) of the Communications Act of 1934, as amended, and all FCC Rules promulgated thereunder with respect to alien ownership.

Section 4.7Available Funds

commitment, lease, plan, license or other instrument, document or understanding, oral or written, related to indebtedness to which any T-Mobile Party is a party or subject, in each of the foregoing cases, in a manner that would, or to the knowledge of the T-Mobile Parties, reasonably could be expected to, prevent, impair or delay the T-Mobile Parties’ ability to satisfy their payment obligations under this Agreement when due. There are no other facts or circumstances that would, or to the knowledge of the T-Mobile Parties, reasonably could be expected to, prevent, impair or delay the T-Mobile Parties’ ability to satisfy their payment obligations under this Agreement when due. The T-Mobile Parties expressly acknowledge and agree that their obligations under this Agreement, including their obligations to pay the Purchase Price and to consummate the transactions contemplated hereby or any of the other transactions contemplated by this Agreement, are not subject to, or conditioned on, the receipt or availability of any funds or financing.

Section 4.8Solvency and Debtor Relief Laws

(a)The T-Mobile Parties and their respective Material Affiliates (on a consolidated basis) and each T-Mobile Party and its respective Material Affiliates (each on a stand-alone basis): (i) is Solvent as of the date of this Agreement; and (ii) will be Solvent immediately after (x) the date of this Agreement, after giving effect to the execution of this Agreement and taking into account the obligations of the T-Mobile Parties under this Agreement, and (y) each of the Closing and the Deferred Payment Date, in each case after giving effect to the transactions contemplated by this Agreement (including the payment of the Purchase Price and any other amounts required to be paid in connection with the transactions contemplated by this Agreement when due and the payment of all related fees and expenses). As of each of the date of this Agreement and the Closing Date, (x) no case, proceeding or process in which any T-Mobile Party or any of its respective Material Affiliates is a debtor, defendant or Person seeking an order for its own relief or reorganization under any Debtor Relief Laws has been brought or pending, or to the knowledge of the T-Mobile Parties has been threatened by or against a T-Mobile Party or any of its respective Material Affiliates, and (y) no T-Mobile Party or any of its respective Material Affiliates has taken any action in contemplation of, or that would constitute the basis for, the institution of any such case, proceeding or process. As used in this Agreement, the term “Solvent” shall mean, with respect to a particular date, that on such date, (A) the sum of the assets, at a fair valuation, of the applicable person or persons will exceed its or their debts, (B) such person or persons have not incurred and do not intend to incur, and do not believe that it or they will incur, debts beyond its or their ability to pay such debts as such debts mature, and (C) the applicable person or persons will have sufficient capital and liquidity with which to conduct its or their business. For purposes of this Section 4.8 and Section 3.9, (x) “claim” has the meaning ascribed to such term in section 101(5) of the Bankruptcy Code, (y) “debt” has the meaning ascribed to such term in section 101(12) of the Bankruptcy Code and (z) “Material Affiliates” shall mean each of the Subsidiaries of T-Mobile with consolidated total assets of such Subsidiary and its Subsidiaries, as set forth on the most recent balance sheet of such Subsidiary prepared in accordance with GAAP, equal to or greater than 5.0% of the consolidated total assets of T-Mobile.

(b)None of the T-Mobile Parties has any intention of, and is not contemplating, seeking relief under any Debtor Relief Laws within 180 days after the Closing.

(c)Each of the T-Mobile Parties has structured the transactions contemplated by this Agreement in good faith, as it relates to Debtor Relief Laws.

(d)Each T-Mobile Party acknowledges and agrees that the representations and warranties contained in this Section 4.8 constitute a material inducement to the Seller to enter into this Agreement and the transactions contemplated by this Agreement, and that the Seller would not have entered into this Agreement and the transactions contemplated by this Agreement absent the representations and warranties contained in this Section 4.8.

Section 4.9No Brokers

No T-Mobile Party, nor agent thereof, has incurred any obligation or liability, contingent or otherwise, for brokerage or finders’ fees or agents’ commissions or other similar payments in connection with this Agreement or the transactions contemplated hereby for which the Seller or any Affiliate thereof could become liable or obligated.

Section 4.10Disclaimer of Other Representations and Warranties

EXCEPT AS EXPRESSLY SET FORTH IN ARTICLE 4 OF THIS AGREEMENT, THE T-MOBILE PARTIES DO NOT MAKE ANY OTHER REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY. THE T-MOBILE PARTIES ACKNOWLEDGE AND AGREE THAT, EXCEPT AS EXPRESSLY SET FORTH IN ARTICLE 3 OF THIS AGREEMENT, THE SELLER DOES NOT MAKE, AND THE T-MOBILE PARTIES HEREBY DISCLAIM, ANY OTHER REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, WITH RESPECT TO THE SELLER LICENSES IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY.

ARTICLE 5
COVENANTS AND OTHER AGREEMENTS

Section 5.1Covenants of the T-Mobile Parties and the Seller Pending the Closing

From the date hereof until the Closing, subject to each Party’s rights under this Agreement, each Party shall use its reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable and consistent with applicable Law to carry out all of their respective obligations under this Agreement, to cause the conditions of the other Party set forth in Article 6 to be satisfied and to consummate and make effective the transactions contemplated hereby as soon as reasonably practicable after the date hereof and in any event by or before the Outside Date.

Section 5.2Confidentiality

(a)The Nondisclosure Agreement effective as of March 28, 2022 between T-Mobile and Channel 51, LLC (the “NDA”) shall remain in effect in accordance with its terms, and the Seller agrees that it is bound by the terms and conditions of the NDA to the same extent as Channel 51, LLC. Notwithstanding anything to the contrary in the NDA, the Parties agree that the term of the NDA shall be, and hereby is, modified such that the NDA remains in effect, as it relates to the Seller Licenses, until the later of (i) the expiration date of the term provided therein (March 28, 2024) or (ii) the earlier of the Closing or the termination of this Agreement.

(b)The Parties acknowledge and agree that the existence of this Agreement, the terms and conditions of this Agreement and the substance of the negotiations between the Parties regarding such terms and conditions constitute “Transaction Information” under the NDA.

documents made by a Governmental Authority investigating the transactions described herein) or the rules and regulations of a stock exchange on which such Party’s securities are traded, provided that the disclosing Party provides the other Party as much opportunity to review and comment in advance on such disclosure as is practicable under the circumstances and (iii) each Party shall have the right to make disclosure of the Transaction Information (as defined in the NDA) with respect to this Agreement, the Transaction Documents or the transactions contemplated hereby or by the other Transaction Documents in connection with any proceeding related to the enforcement of this Agreement, including without limitation, the Seller’s right to confess judgement against the T-Mobile Parties pursuant to Section 2.1(b)(iii)(C). Notwithstanding the foregoing, no Party has to share in advance any filings made in connection with the transactions described herein under the HSR Act including any attachments thereto.

Section 5.3Compliance with Law; Compliance with Licenses; Non-Solicitation; Updates

(a)Compliance with Law. From the date hereof until the earlier to occur of the Closing and the termination of this Agreement in accordance with the provisions of Section 7.1, the Seller shall, and shall cause its controlled Affiliates to, comply in all material respects with all Laws to the extent that they relate to any of the Seller Licenses.

(b)Compliance with Licenses. From the date hereof until the earlier to occur of the Closing or the termination of this Agreement in accordance with the provisions of Section 7.1, (i) the Seller shall maintain all of its rights and interest in, and the validity of, the Seller Licenses, and shall not, and shall cause its controlled Affiliates not to, engage in any transaction or take any action or omit to take any action that will or would reasonably be expected to adversely affect its rights or interest in, or the validity of, the Seller Licenses, and (ii) the Seller shall promptly provide the T-Mobile Parties with copies of all applications and other correspondence to the FCC and any notices, orders or correspondence received from the FCC to the extent specifically related to the Seller Licenses. Without limiting the foregoing, from the date hereof until the earlier to occur of the Closing and the termination of this Agreement in accordance with the provisions of Section 7.1 the Seller shall not seek the modification of any of the Seller Licenses without the prior written consent of T-Mobile.

(c)Non-solicitation. Prior to the earlier to occur of the Closing or any termination of this Agreement in accordance with the provisions of Section 7.1, the Seller shall not, and shall cause its Subsidiaries and each of their officers and employees not to, and the Seller shall direct the agents and representatives of the Seller and its Subsidiaries not to, directly or indirectly, sell, transfer, assign or otherwise dispose of any of the Seller Licenses or enter into any agreement, arrangement or understanding, solicit inquiries or proposals, furnish non-public information or initiate or participate in any negotiations or discussions whatsoever with respect to any of the foregoing transaction.

(d)Notice of Certain Events. Each Party shall promptly notify the other in writing of (i) any action, suit or proceeding that shall be instituted or threatened against such Party to restrain, prohibit or otherwise challenge the legality of any transactions contemplated by this Agreement, and (ii) if such Party acquires knowledge of any development causing any of the representations and warranties of such Party in Article 3 or Article 4, as applicable, such that the conditions set forth in Section 6.1(b) or Section 6.2(b) would not be satisfied. No disclosure by any Party pursuant to this Section 5.3(d), however, shall be deemed to amend or supplement this Agreement or to prevent or cure any misrepresentation by such Party herein, unless the other Party shall have expressly so agreed in writing.

Section 5.4Governmental Filings

(a)In connection with the Original Agreement, the Parties filed with the FCC the applications seeking the FCC Consent (the “FCC Applications”). As soon as practicable after the date of this Agreement, the Parties shall amend the FCC Applications consistent with the transactions contemplated by this Agreement to obtain the necessary FCC Consent. The Parties shall use their respective commercially reasonable efforts to file amended FCC Applications by March 31, 2023. The Parties shall cooperate in the diligent submission of any additional information requested by the FCC with respect to the FCC Applications (as amended) and will use (and cause their respective Affiliates to use) their respective reasonable best efforts to take all steps necessary, proper or advisable to obtain the FCC Consent as soon as reasonably practicable after the amendment date and, subject to Section 5.4(d), without any Burdensome Conditions. Without limiting the foregoing, once obtained, the Parties shall use their respective reasonable best efforts to (x) have the FCC remove conditions on the Seller Licenses associated with the Seller’s commitments and undertakings pursuant to the NSA and (y) maintain the effectiveness of the FCC Consent until the earlier of the Closing or the termination of this Agreement in accordance with its terms, including by cooperating to make such filings and taking such actions as may be necessary to extend the effectiveness of the FCC Consent. As soon as practicable after the date of this Agreement, the Seller shall request that the DOJ request in writing that the FCC remove upon Closing the condition on the Seller Licenses regarding compliance with the NSA and the Seller shall reasonably cooperate with, and reasonably provide information and respond to requests by, DOJ and the FCC in connection with this request to remove the license condition.

(b)At such time as the Parties agree in good faith (with a view to consummating the transactions contemplated hereby as promptly as practicable, subject to each Party’s rights under this Agreement), but in no event later than five (5) Business Days after the FCC Consent shall have been obtained, the Parties shall, or shall cause their ultimate parent entity as that term is defined in the HSR Act to, prepare and file with the FTC and the DOJ the notifications required pursuant to the HSR Act with respect to the transactions contemplated by this Agreement, including any documents required to be filed in connection therewith (the “HSR Notice”). The HSR Notice shall specifically request early termination of the waiting period prescribed by the HSR Act, if applicable. The Parties shall cooperate in the diligent submission of any supplemental information requested by the FTC or the DOJ with respect to the HSR Notice.

agreements (oral or written) that any of them proposes to make or enter into with the FTC, the DOJ or any other Governmental Authority in connection with the transactions contemplated hereby. To the extent that confidential information of any Party is required to be filed with any Governmental Authority, the Party submitting such information shall, prior to such disclosure, (A) notify the Party whose confidential information is to be disclosed, and (B) together with the party whose information is to be disclosed, seek and use commercially reasonable efforts to secure confidential treatment of such information pursuant to the applicable protective order or other confidentiality procedures of such Governmental Authority. Subject to applicable Law, the Parties will consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and proposals made or submitted to any Governmental Authority regarding the transactions contemplated by this Agreement by or on behalf of any Party.

(d)In the event that at any time after the date hereof any of the Seller or the T-Mobile Parties, or any of their respective Affiliates, enters into any transaction or takes some other action that could have the effect of delaying, preventing or otherwise impeding the receipt of any regulatory approvals necessary to effect the transactions contemplated hereby, such Party or Parties shall use its or their reasonable best efforts to eliminate or otherwise mitigate as fully as possible any such adverse effect on obtaining such approvals; provided that nothing in this Section 5.4 or otherwise in this Agreement shall prevent or limit in any way, or impose any obligation with respect to, or impose any condition upon, the right or ability of a T-Mobile Party or any of its Affiliates to enter into a spectrum auction or acquire spectrum at auction. Furthermore, the undertakings set forth in Schedule B are incorporated into and are an integral part of this Section 5.4(d).

Section 5.5Withholding

The T-Mobile Parties (and their respective agents) shall be entitled to deduct and withhold from the amounts payable or otherwise deliverable pursuant to this Agreement such amounts as are required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign Tax Law. The T-Mobile Parties shall consult in good faith with the Seller in determining whether any such deduction or withholding is required. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. The applicable withholding agent will promptly pay or cause to be paid any amounts withheld pursuant to this Section 5.5 for applicable Taxes to the appropriate Governmental Authority.

Section 5.6Existing Lease

(a)Until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the Parties shall, and shall cause their controlled Affiliates to, take all such actions as are necessary to maintain the Existing Lease in full force and effect on its current terms with respect to the Seller Licenses, including (i) extending the terms of the Existing Lease following execution of this Agreement no later than thirty (30) days prior to the expiration of its then-current terms, (ii) not giving any notice of termination under the Existing Lease and (iii) making such filings with the FCC, in good faith cooperation with the other Parties, as may be necessary in connection with the foregoing.

600 MHz licenses granted by the FCC subject to the Second Closing License Purchase Agreement, subject to the terms and conditions thereof) such that, subject to Section 5.6(c), no Party or any of its Affiliates will have any further Liability thereunder, and the Parties shall, and shall cause their Affiliates to, take all such actions as are necessary to effect such termination.

(c)Any amount prepaid by the T-Mobile Parties or their Affiliates, solely with respect to the prepayment period and solely with respect to the Seller Licenses (which shall be no longer than six (6) months) that commences prior to the Closing Date and ends after the Closing Date under the Existing Lease, if any (which amount shall be calculated by prorating the number of days elapsed following the Closing Date in the applicable period), shall reduce the amount of the Purchase Price, and any amounts unpaid by the T-Mobile Parties or their Affiliates with respect to the period occurring prior to the Closing Date and with respect to the Seller Licenses shall be paid on the Closing Date.

ARTICLE 6
CONDITIONS TO CLOSING

Section 6.1Conditions to the Obligations of the T-Mobile Parties

The obligation of the T-Mobile Parties to consummate the transactions contemplated by this Agreement is subject to the satisfaction on or prior to the Closing Date of each of the following conditions, unless waived in writing by T-Mobile (or deemed waived pursuant to Section 7.1(a)(vi)):

(a)The FCC Consent shall have been obtained by one or more FCC Orders and forty (40) days have passed since the issuance of such FCC Orders (without regard to publication in the Federal Register or to status as to Final Order) (the “FCC Order Condition”), each of which shall be free of any Burdensome Condition.

(b)All of the representations and warranties of the Seller contained in Article 3 shall have been true and correct as of the date of this Agreement and shall be true and correct on the Closing Date as if made on the Closing Date (except where such representation or warranty speaks as of a specific date), without regard to materiality qualifiers contained in such representations and warranties and without giving effect to any updated information disclosed by the Seller to the T-Mobile Parties pursuant to Section 5.3(d), in each case with only such exceptions as have not had a material adverse effect on the Seller Licenses (taken as a whole), the use thereof or the ability of the Seller to consummate the transactions contemplated hereby.

(c)The Seller shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by any of them prior to or at the Closing.

(d)T-Mobile shall have received a certificate from the Seller, dated as of the Closing Date, certifying that the conditions specified in Section 6.1(b) and Section 6.1(c), as it relates to the Seller, have been fulfilled.

(e)No award, order, writ, decree, stay, injunction or judgment by any arbitrator or Governmental Authority (including the FCC) shall be in effect that enjoins or prohibits the consummation of the transactions contemplated hereby.

(f)Any applicable waiting period under the HSR Act relating to the transactions contemplated by this Agreement shall have expired or been terminated, free of any Burdensome Condition.

(g)Except for the T-Mobile Parties’ operations authorized under the Existing Lease, the Seller shall have discontinued all of its operations on and uses of the spectrum covered by the Seller Licenses.

(h)The Seller or its applicable direct or indirect parent entity (if the Seller or one or more of its direct or indirect parent companies are disregarding entities for Tax purposes) shall have delivered to the T-Mobile Parties a duly completed and executed Form W-9 or such other documentation reasonably satisfactory to the T-Mobile to confirm that no withholding is required with respect to the payments to be made pursuant to Section 2.1.

(i)The “Closing” as defined in the LB First Closing License Purchase Agreement shall have occurred (or shall be occurring simultaneously with the Closing under this Agreement).

(j)The T-Mobile Parties shall have received the deliverables set forth in Section 2.3(b).

Section 6.2Conditions to the Obligations of the Seller

The obligation of the Seller to consummate the transactions contemplated by this Agreement is subject to the satisfaction on or prior to the Closing Date of each of the following conditions, unless waived in writing by the Seller:

(a)The FCC Consent shall have been obtained by one or more FCC Orders.

(b)All of the representations and warranties of the T-Mobile Parties contained in this Agreement shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects on the Closing Date as if made on the Closing Date (except where such representation or warranty speaks as of a specific date), without regard to materiality qualifiers contained in such representations and warranties and without giving effect to any updated information disclosed by the T-Mobile Parties to the Seller pursuant to Section 5.3(d).

(c)The T-Mobile Parties shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by any of them prior to or at the Closing.

(d)The Seller shall have received a certificate from the T-Mobile Parties, dated as of the Closing Date, certifying that the conditions specified in Section 6.2(b) and Section 6.2(c) have been fulfilled.

(f)Any applicable waiting period under the HSR Act relating to the transactions contemplated by this Agreement shall have expired or been terminated.

(g)The “Closing” as defined in the LB First Closing License Purchase Agreement shall have occurred (or shall be occurring simultaneously with the Closing under this Agreement).

(h)The Seller shall have received the deliverables set forth in Section 2.3(c).

ARTICLE 7
TERMINATION

Section 7.1Termination

(a)This Agreement may be terminated before the Closing Date only as follows:

(i)by mutual written consent of the Parties;

(ii)by T-Mobile by written notice to the Seller, at any time if (x) any of the Seller’s representations and warranties contained in this Agreement were not true and correct as of the date hereof, and such failure would result in the failure of the Seller to meet the conditions set forth in Section 6.1(b), (y) any of the Seller’s representations and warranties contained in this Agreement fails to be true and correct as of the Closing Date, and such failure would result in the failure of the Seller to meet the conditions set forth in Section 6.1(b), or (z) the Seller fails to comply with any of its covenants or obligations set forth herein, and such failure to comply would result in the failure of the condition set forth in Section 6.1(c); provided that T-Mobile shall have given the Seller written notice of such failure and the Seller shall not have cured such failure (if curable) within thirty (30) days after receipt of such notice;

(iii)by the Seller by written notice to T-Mobile, at any time if (x) any of the T-Mobile Parties’ representations and warranties contained in this Agreement were not true and correct as of the date hereof, and such failure would result in the failure of the T-Mobile Parties to meet the conditions set forth in Section 6.2(b), (y) any of the T-Mobile Parties’ representations and warranties contained in this Agreement fails to be true and correct as of the Closing Date, and such failure would result in the failure of the T-Mobile Parties to meet the conditions set forth in Section 6.2(b), or (z) the T-Mobile Parties fail to comply with any of their covenants or obligations set forth herein, and such failure to comply would result in the failure of the condition set forth in Section 6.2(c); provided that the Seller shall have given the T-Mobile Parties written notice of such failure and the T-Mobile Parties shall not have cured such failure (if curable) within thirty (30) days after receipt of such notice;

(iv)by either T-Mobile or the Seller by written notice to the other, if the Closing does not occur by August 8, 2024 (the “Outside Date”) and the failure of the Closing to occur by the Outside Date does not result in whole or in part from a breach by the terminating Party (or if the terminating Party is T-Mobile, breach by any T-Mobile Party) of its obligations hereunder; provided that, if the FCC Consent has been obtained on or prior to August 8, 2024, then the Outside Date automatically shall be extended to February 8, 2025;

(v)by either T-Mobile or the Seller by written notice to the other if the consummation of the transactions contemplated hereby shall be prohibited by a final, non-appealable order, decree or injunction of a court of competent jurisdiction or of the FCC, the DOJ or the FTC;

the DOJ or FTC obtaining an order imposing a Burdensome Condition, a “Burdensome Condition Expiration Date”). Notwithstanding anything to the contrary in this Agreement, (A) if T-Mobile does not exercise the termination right set forth in this Section 7.1(a)(vi) prior to the Burdensome Condition Expiration Date with respect to the FCC imposing a Burdensome Condition, then the T-Mobile Parties shall be deemed to have waived the condition set forth in Section 6.1(a), solely with respect to each FCC Order being free of any Burdensome Condition, as of the 12:01am on such Burdensome Condition Expiration Date and (B) if T-Mobile does not exercise the termination right set forth in this Section 7.1(a)(vi) prior to the Burdensome Condition Expiration Date with respect to the DOJ or FTC obtaining an order imposing a Burdensome Condition, then the T-Mobile Parties shall be deemed to have waived the condition set forth in Section 6.1(f), solely with respect to the expiration or early termination (if applicable) of the waiting period under the HSR Act free of any Burdensome Condition, as of the 12:01am on such Burdensome Condition Expiration Date; or

(vii)by either T-Mobile or the Seller by written notice to the other if the LB First Closing License Purchase Agreement has been terminated in accordance with its terms.

(b)In the event of the termination of this Agreement pursuant to the provisions of Section 7.1(a), this Agreement shall become void and have no effect, without any liability on the part of any of the Parties or their partners, shareholders, members, directors or officers in respect of this Agreement; provided that (i) nothing herein shall relieve any Party from any Liability resulting from or arising out of any breach by such Party of this Agreement, and (ii) this Section 7.1(b) and Article 9 shall survive termination of this Agreement for any reason (it being understood that the survival of Section 9.11 shall not preclude a Party’s expenses from being included in damages for a breach of this Agreement by the other Party).

ARTICLE 8
SURVIVAL AND INDEMNIFICATION

Section 8.1Survival

All representations and warranties made by the Parties in this Agreement, and all covenants and agreements of the Parties set forth in this Agreement to be performed on or prior to the Closing Date, shall survive for a period lasting twelve (12) months after the Closing and shall expire at such time, except that (a) the representations contained in Sections 3.1, 3.2, 3.3, 3.4, 3.6(a), 3.6(e), 3.6(g) and 3.6(i) and Sections 4.1, 4.2, 4.3 and 4.4 shall survive for a period lasting three (3) years after the Closing and shall expire at such time, (b) claims for fraud shall survive for the applicable statute of limitations, and (c) the Seller’s right to confess judgment against the T-Mobile Parties pursuant to Section 2.1(b)(iii)(C) shall survive indefinitely. All covenants and agreements to be performed after the Closing Date shall survive the Closing and continue in full force and effect until the full performance thereof or as otherwise provided herein. Any claim by a Party based upon breach of any such representation or warranty, covenant or agreement made pursuant to Section 8.2 or otherwise must be submitted to the other Party prior to the expiration of the applicable survival period, in which case such claim shall survive until fully-resolved and satisfied in accordance with such resolution. It is the express intent of the Parties to modify the applicable statute of limitations to the extent set forth in this Section 8.1.

Section 8.2General Indemnification Obligation

officers, members, managers, agents, employees, successors and assigns (each, an “Indemnified Party”) against and in respect of any and all damages, losses, deficiencies, liabilities, assessments, fines, judgments, costs and other expenses (including reasonable legal fees and expenses and reasonable expenses of investigation) (“Losses”) actually incurred or suffered by any Indemnified Party, whether such Losses relate to claims, actions or causes of action asserted by any Indemnified Party against the Indemnifying Party or asserted by third parties, that result from, relate to or arise out of:

(i)any inaccuracy in or breach of the representations and warranties made by the Indemnifying Party herein or in any certificate or other document delivered pursuant hereto; and

(ii)any nonfulfillment or breach by the Indemnifying Party of any of the covenants or agreements made by the Indemnifying Party herein.

(b)From and after the Closing, the Seller as Indemnifying Party agrees to indemnify and hold harmless the T-Mobile Parties and their Affiliates, and the T-Mobile Parties’ and their Affiliates’ respective shareholders, partners, directors, officers, agents, employees, successors and assigns, as Indemnified Parties, against and in respect of any and all Losses actually incurred or suffered by any such Indemnified Party that result from, relate to or arise out of any claims by third parties arising out of or in connection with the ownership or use by the Seller of the Seller Licenses prior to the Closing (other than claims arising from or in connection with the Existing Lease or the use or operation of the Seller Licenses by the T-Mobile Parties or their Affiliates thereunder and the Seller shall have no liability for such claims).

(c)From and after the Closing, the T-Mobile Parties (jointly and severally, acting as a single Party) as Indemnifying Party agree to indemnify, hold harmless and reimburse the Party and its Affiliates, and the Seller’s and its Affiliates’ respective shareholders, partners, directors, officers, members, managers, agents, employees, successors and assigns, as Indemnified Parties, against and in respect of any and all Losses actually incurred or suffered by any such Indemnified Party that result from, relate to or arise out of any claims by third parties arising out of or in connection with the ownership or use by T-Mobile License, Nextel or other T-Mobile Affiliates on or after the Closing of the Seller Licenses.

Section 8.3Limitations

(a)In no event shall the Seller have liability under Section 8.2(a)(i) to the extent a breach of a representation or warranty results from, relates to or arises out of the T-Mobile Parties’ breach of the Existing Lease or the use or operation of the Seller Licenses by the T-Mobile Parties or their Affiliates thereunder. In no event shall the Seller’s aggregate liability under this Article 8 or otherwise pursuant to this Agreement exceed the Purchase Price (or portion thereof) actually received by the Seller pursuant to this Agreement.

(b)In no event shall the T-Mobile Parties’ aggregate liability under this Article 8 exceed the Purchase Price; provided that in no event shall the foregoing limitation of liability apply to or limit T-Mobile Parties’ liability, or the Seller’s remedies, with respect to the payment of the Purchase Price, including the remedies of the Seller set forth in Section 2.1(b).

(c)Notwithstanding any other provisions of this Agreement, in no event shall any Party be liable for any Losses that are lost profits, consequential, exemplary, special, incidental or punitive damages, or otherwise not constituting actual direct Losses, regardless of the theory of recovery, provided that this Section 8.3(c) shall not apply to any damages awarded to a third party pursuant to a final, non-appealable order; provided that, for the avoidance of doubt, this Section 8.3(c) shall not limit the T-Mobile Parties’ obligations to pay any interest, fees, costs or

expenses that may become payable to the Seller pursuant to Section 2.1(b)(iii), including in connection the failure to pay the Purchase Price when due hereunder.

(d)The amount of any Losses for which an Indemnified Party claims indemnification under this Agreement shall be reduced by: (i) any insurance proceeds actually received by the Indemnified Party with respect to such Losses (net of any increases in premiums or other costs attributable thereto); and (ii) any indemnification or reimbursement payments actually received by the Indemnified Party from third parties (other than insurers) with respect to such Losses (net of any costs attributable thereto).

(e)Each of the Parties acknowledges and agrees that the Seller Licenses and the transactions contemplated by this Agreement are unique and each of the Seller and the T-Mobile Parties would not have an adequate remedy at law for money damages in the event that this Agreement has not been performed in accordance with its terms, and therefore agrees that, in addition to all other remedies available at law or in equity, the other Party shall be entitled to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement by the other (as applicable), and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other (as applicable). Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (subject to such Party’s rights to defend such matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction. The foregoing shall not be deemed to be or construed as a waiver or election of remedies by any of the Parties, and each of the Parties expressly reserve any and all rights and remedies available to them at law or in equity in the event of any breach or default by the other Parties under this Agreement.

Section 8.4Indemnification Procedures

(a)In the event that any claim or demand for which the Indemnifying Party would be liable to an Indemnified Party under this Article 8 is asserted against or sought to be collected from an Indemnified Party by a third party, the Indemnified Party shall give notice of such claim or demand promptly to the Indemnifying Party, which notice(s) shall specify the nature of such claim or demand in reasonable detail and the amount or the estimated amount thereof to the extent then feasible (the “Claim Notice”) and shall attach to such Claim Notice copies of any applicable summonses, complaints, pleadings, written claims, demands, notices, correspondence or other documents evidencing or supporting such claim.

(b)Upon receipt of a Claim Notice, the Indemnifying Party shall be entitled, at its expense, to participate in, but not to control, determine or conduct, the defense of such claim; provided that the Indemnified Party shall not be required to share any information that it is prohibited from disclosing under applicable Law or contract or that would reasonably be expected to result in the loss of attorney-client or other privilege. The Indemnified Party shall have the right in its sole discretion to conduct the defense of, and to settle or to consent to the entry of judgment with respect to, any such claim; provided that, except with the consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed), no settlement or consent to the entry of judgment of any such claim shall be determinative of the amount of Losses relating to such matter or any indemnification obligation of the Indemnifying Party under this Article 8. In the event that the Indemnifying Party has consented to any such settlement, entry of judgment, adjustment or compromise, the amount of such settlement, entry of judgment, adjustment or compromise so approved shall be conclusively deemed to be a

liability of the Indemnifying Party hereunder (if it is determined that the Indemnifying Party has liability for such claim or demand).

(c)In the event an Indemnified Party has a claim against the Indemnifying Party hereunder that does not involve a claim or demand being asserted against or sought to be collected from it by a third party, the Indemnified Party shall promptly send a Claim Notice with respect to such claim to the Indemnifying Party.

(d)The failure of the Indemnified Party to give the Indemnifying Party a Claim Notice in accordance with the requirements of this Article 8 shall not relieve the Indemnifying Party from any liability in respect of such claim, demand or action under this Article 8, except to the extent of any prejudice or damages to the Indemnifying Party as a result thereof.

(e)For purposes of clarity but not by way of limitation, the provisions of this Section 8.4 shall not apply to any procedure for any proceeding seeking payment of the Purchase Price, including the Seller’s power to confess judgment against the T-Mobile Parties pursuant to Section 2.1(b)(iii)(C).

Section 8.5Treatment of Payments

Any payment made pursuant to the indemnification obligations arising under Section 8.2 shall be treated as an adjustment to the purchase price to the extent permitted under applicable law.

Section 8.6Exclusive Remedy

Following the Closing, the Parties acknowledge and agree that the indemnification rights of the Parties and their Affiliates under this Article 8 are their exclusive remedy with respect to any and all claims arising out of or in relation to this Agreement and the Transaction Documents, provided that nothing in the foregoing nor in any other provision of this Article 8 shall limit or otherwise affect (a) any Party’s equitable remedies, (b) the Seller’s rights or remedies with respect to the T-Mobile Parties’ failure to pay the Purchase Price in full in Cash when due hereunder, including the Seller’s power to confess judgment against the T-Mobile Parties pursuant to Section 2.1(b)(iii)(C), but subject to Section 8.3(c), or (c) any Party’s rights or remedies based on fraud.

Section 8.7Seller Assets

The Seller covenants and agrees that it shall maintain cash in an amount of not less than Two Million Eighty Six Thousand Four Hundred Eighty Nine Dollars ($2,086,489) during the period commencing on the Closing Date and ending on the one-year anniversary of the Closing Date and, during such period, such proceeds shall be available to the Seller to satisfy any indemnification obligations of the Seller under this Article 8, including to settle any litigation with third parties related to the Seller Licenses.

ARTICLE 9
MISCELLANEOUS

Section 9.1Assignment

(a)This Agreement shall be binding upon and inure to the benefit of the Parties and their successors and permitted assigns. The rights and obligations of a Party under this Agreement shall not be assignable by such Party without the prior written consent of the other Parties, except as otherwise provided in this Section 9.1.

(b)Prior to Closing, each of T-Mobile License and Nextel may assign all or a portion of its rights hereunder to receive any of the Seller Licenses to one or more controlled Affiliates of T-Mobile; provided that (i) such assignee, transferee or delegee is organized or incorporated in the State of Delaware and has the same ultimate parent entity (as that term is defined in the HSR Act) as T-Mobile Parties, (ii) the T-Mobile Parties furnish the Seller with reasonably satisfactory assurance of performance of this Agreement and the other Transaction Documents, and joinder to this Agreement and the other Transaction Documents (including pursuant to which such assignee, transferee or delegee makes the representations and warranties of the T-Mobile Parties in Article 4 and agrees to be subject to the Seller’s right to confess judgement against such assignee, transferee or delegee pursuant to Section 2.1(b)(iii)(C)), by such assignee, transferee or delegee as a condition precedent to any such assignment, (iii) the assignment, transfer or delegation would not reasonably be expected to prevent or delay by more than twenty (20) days the FCC’s approval of the transactions contemplated hereby or the expiration or termination of the waiting period under the HSR Act, (iv) no such assignment, transfer or delegation shall relieve any of the T-Mobile Parties or any successor in interest of any of the T-Mobile Parties of any of its obligations to the Seller hereunder; and (v) subject to Sections 5.4(c) and 5.4(d) of this Agreement and taking actions at the reasonable request and expense of the T-Mobile Parties as are reasonably necessary to effect an assignment pursuant to this Section 9.1(b), the T-Mobile Parties shall be solely responsible for any modifications of the FCC Applications necessary to effect the assignment of rights contemplated by this Section 9.1(b).

(c)Notwithstanding the foregoing, in no event may the T-Mobile Parties (or any Affiliate designee of the T-Mobile Parties pursuant to Section 9.1(b)) assign any Seller License or any of their rights hereunder during the period commencing on the Closing Date through the date on which the Purchase Price payable to the Seller under this Agreement is paid in full. For purposes of this Section 9.1(c), a direct transfer, sale or disposition of a majority of the equity interests or voting interests of T-Mobile License or Nextel (or its Affiliate designee of T-Mobile License or Nextel pursuant to Section 9.1(b)) (whether by contract or otherwise) shall be deemed an assignment hereunder.

Section 9.2Further Assurances

Each Party will cooperate with the other Party and execute and deliver to the other Party such other instruments and documents and take such other actions as may be reasonably requested from time to time by the other Party as necessary to carry out, evidence and confirm the intended purposes of this Agreement.

Section 9.3Entire Agreement; Amendment

(a)This Agreement, including its Schedules and Exhibits, which are specifically incorporated herein, together with the NDA, set forth the entire understanding of the Parties with respect to the transactions contemplated hereby and supersede any and all previous agreements and understandings, oral or written, between or among the Parties regarding the transactions contemplated hereby (in particular, the Original Agreement, which is amended, restated and superseded in full by this Agreement); provided that, except as expressly set forth herein, nothing herein shall expand, limiting or otherwise modify the rights and obligations of the Parties or their Affiliates under the Existing Lease.

(b)This Agreement shall not be amended or modified except by written instrument duly executed by each of the Parties.

Section 9.4Waiver

No waiver of any term or provision of this Agreement shall be effective unless in writing, signed by the Party against whom enforcement of the same is sought. The grant of a waiver in

one instance does not constitute a continuing waiver in all similar instances. No failure by any Party to exercise, and no delay by any Party in exercising, any right, remedy, power or privilege hereunder shall operate as a waiver thereof.

Section 9.5Notices

Any notice, request, demand, waiver, consent, approval or other communication that is required or permitted hereunder shall be in writing and shall be deemed given only if delivered personally or sent by registered or certified mail or by Federal Express or other overnight mail service, postage prepaid, or by e-mail (with written confirmation of receipt), as follows:

If to the T-Mobile Parties (or any of them), to:

T-Mobile USA, Inc.

12920 SE 38th Street

Bellevue, Washington 98006

Attention: General Counsel

E-mail: Mark.Nelson@T-Mobile.com

with a required copy (which shall not itself constitute proper notice) to:

T-Mobile USA, Inc.

12920 SE 38th Street

Bellevue, Washington 98006

Attention: Senior Vice President, Corporate Strategy & Development

E-mail: Peter.Ewens@T-Mobile.com

and

DLA Piper LLP (US)

500 8th Street NW

Washington, DC 20004

Attention: Nancy Victory and Marc Samuel

Email: nancy.victory@us.dlapiper.com and marc.samuel@us.dlapiper.com

If to the Seller, to:

Channel 51 License Co LLC

701 Brickell Ave, Suite 1700

Miami, FL 33131

Attention: Paul Chisholm

Phone: (781) 526-2005

Email: paul@pchisholmco.net

with a required copy (which shall not itself constitute proper notice) to:

Hogan Lovells US LLP

8350 Broad Street, 17th Floor
Tysons, VA 22102

Attention: Randy Segal

Email: randy.segal@hoganlovells.com

and

Jenner & Block LLP

1099 New York Avenue, NW, Suite 900

Washington, DC 20001-4412

Attention: Trey Hanbury

Email: thanbury@jenner.com

or to such other address as the addressee may have specified in a notice duly given to the sender as provided herein. Such notice, request, demand, waiver, consent, approval or other communication will be deemed to have been given as of the date so delivered.

Section 9.6Governing Law; Venue; Waiver of Jury Trial

This Agreement and all disputes, claims, or controversies arising out of or relating to this Agreement or the transactions contemplated hereby shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to the principles of conflicts of laws thereof. Each Party hereby (a) irrevocably and unconditionally consents to submit itself to the sole and exclusive personal jurisdiction any State Court of the State of Delaware or any Federal Court of the United States of America sitting in the State of Delaware (collectively, the “Delaware Courts”) in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby, (b) waives any objection to the laying of venue of any such litigation in any of the Delaware Courts, (c) agrees not to plead or claim in any such court that such litigation brought therein has been brought in an inconvenient forum and agrees not otherwise to attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such court, and (d) agrees that it will not bring any action, suit, or proceeding in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby, in any court or other tribunal, other than any of the Delaware Courts. Each Party hereby irrevocably and unconditionally agrees that service of process in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby may be made upon such party by prepaid certified or registered mail, with a validated proof of mailing receipt constituting evidence of valid service, directed to such Party at the address specified in Section 9.5. Service made in such manner, to the fullest extent permitted by applicable law, shall have the same legal force and effect as if served upon such Party personally within the State of Delaware. Nothing herein shall be deemed to limit or prohibit service of process by any other manner as may be permitted by applicable law. Each of the Parties hereto hereby agrees that this Agreement has been entered into in express reliance on 6 Del. C. § 2708. EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY (I) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SUIT, OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT, BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 9.6.

Section 9.7No Benefit to Others

The representations, warranties, covenants and agreements contained in this Agreement are for the sole benefit of the Parties and, in the case of Article 8, the other Indemnified Parties,

and their heirs, executors, administrators, legal representatives, successors and assigns, and they shall not be construed as conferring any rights on any other Persons.

Section 9.8United States Dollars; Headings, Gender, “Person,” and “including”

All references herein to “$” or “Dollars” are to United States Dollars. All section headings contained in this Agreement are for convenience of reference only, do not form a part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement. Unless otherwise specified, any reference herein to a Section, Article, Schedule or Exhibit shall be a reference to such Section or Article of, or Schedule or Exhibit to, this Agreement. Words used herein, regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine, or neuter, as the context requires. Any reference to a “Person” herein shall include an individual, firm, corporation, partnership, limited liability company, trust, governmental authority or body, association, unincorporated organization or any other entity. Whenever used in this Agreement, the word “including,” and variations thereof, even when not modified by the phrase “but not limited to” or “without limitation,” shall not be construed to imply any limitation and shall mean “including but not limited to.” In the event that an obligation or period hereunder falls or expires on a day that is not a Business Day, such date for performance or period shall be extended to the next Business Day.

Section 9.9Severability

Any provision of this Agreement that is invalid or unenforceable in any jurisdiction shall be ineffective to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining provisions hereof, and such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provisions in any other jurisdiction. Moreover, the Parties agree that any such invalid or unenforceable provision shall be enforced to the maximum extent permitted by law in accordance with the intention of the Parties as expressed by such provision.

Section 9.10Counterparts and Electronic Signatures

This Agreement may be executed in any number of counterparts and any Party may execute any such counterpart, each of which when executed and delivered shall be deemed to be an original and all of which counterparts taken together shall constitute but one and the same instrument. This Agreement shall become binding when one or more counterparts taken together shall have been executed and delivered by all of the Parties. It shall not be necessary in making proof of this Agreement or any counterpart hereof to produce or account for any of the other counterparts. The Parties intend to sign and deliver this Agreement by electronic transmission. Each Party agrees that the delivery of this Agreement by electronic transmission shall have the same force and effect as delivery of original signatures and that each Party may use such signatures as evidence of the execution and delivery of this Agreement by all Parties to the same extent that an original signature could be used.

Section 9.11Expenses

with the FCC Consent(s) with respect to the Seller Licenses, and each Party shall bear its own other expenses incurred in connection with each such filing described in this sentence. This Section shall survive termination of this Agreement, and shall apply irrespective of whether the Closing occurs, except as provided in Section 7.1(b).

Section 9.12Bulk Transfer Laws

The T-Mobile Parties hereby waive compliance by the Seller and its Affiliates with the provisions of any bulk sales, bulk transfer or other similar Laws of any jurisdiction in connection with the transactions contemplated by this Agreement.

Section 9.13Construction of “Seller License”

Notwithstanding anything herein to the contrary, unless the context otherwise requires, all representations, warranties, covenants and agreements contained herein that are specified to apply to a “Seller License” shall be deemed to be made both with respect to such license taken as a whole and with respect to any portion of such license. For example, and without limiting the generality of the foregoing, a representation by the Seller that no event has occurred that permits revocation of a “Seller License” of the Seller would be deemed to include a representation that no event has occurred that permits revocation of any portion of such Seller License.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written.


T-MOBILE USA, INC.			CHANNEL 51 LICENSE CO LLC

			By: Channel 51, LLC, its sole member

By: _/s/ Peter Osvaldik______________			By: _/s/ Paul Chisholm__________________
Name: Peter Osvaldik			Name: Paul Chisholm
Title: Chief Financial Officer			Title: Managing Member

T-MOBILE LICENSE LLC

By: _/s/ Peter Osvaldik______________
Name: Peter Osvaldik
Title: Chief Financial Officer

NEXTEL WEST CORP.

By: _/s/ Peter Osvaldik______________
Name: Peter Osvaldik
Title: Chief Financial Officer

[Signature Page to Amended and Restated License Purchase Agreement]

SCHEDULE A

Seller Licenses

FCC Callsign

Market Number - Market Name

Block

Service

Licensee/Seller

Assignee*

Purchase Price Allocation**

WRCQ549

PEA010 - Houston, TX

600 MHz

Channel 51 License Co LLC

Nextel West Corp.

WRCQ550

PEA010 - Houston, TX

600 MHz

Channel 51 License Co LLC

Nextel West Corp.

WRCQ551

PEA003 - Chicago, IL

600 MHz

Channel 51 License Co LLC

Nextel West Corp.

WRCQ553

PEA002 - Los Angeles, CA

600 MHz

Channel 51 License Co LLC

Nextel West Corp.

WRCQ555

PEA007 - Boston, MA

600 MHz

Channel 51 License Co LLC

Nextel West Corp.

WRCQ556

PEA007 - Boston, MA

600 MHz

Channel 51 License Co LLC

Nextel West Corp.

*Subject to Section 9.1.

**Between the date of this Agreement and the Closing, the Parties shall discuss in good faith an allocation of the Purchase Price among the Seller Licenses, it being understood that the Parties shall be under no obligation to agree to an allocation or to file tax returns consistent with any agreed allocation. Any such allocation shall be solely for tax purposes and not for any other purpose related to this Agreement or the transactions contemplated hereby. In no event shall there be any adjustment to the Purchase Price payable to the Seller pursuant to this Agreement based on any such allocation.

Exhibit 10.4


AMENDED AND RESTATED LICENSE PURCHASE AGREEMENT by and among T-MOBILE USA, INC., T-MOBILE LICENSE LLC, NEXTEL WEST CORP., and LB LICENSE CO, LLC Dated as of March 30, 2023

TABLE OF CONTENTS


			Page
ARTICLE 1 DEFINITIONS			2
ARTICLE 2 PURCHASE AND SALE OF LICENSES			5
Section 2.1 Purchase and Sale of Seller Licenses			5
Section 2.2 No Assumption of Liabilities			8
Section 2.3 Closing			8
ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE SELLER			9
Section 3.1 Organization			9
Section 3.2 Power and Authority			9
Section 3.3 Enforceability			9
Section 3.4 Non-Contravention			9
Section 3.5 Compliance With Laws			10
Section 3.6 Seller Licenses			10
Section 3.7 Litigation			12
Section 3.8 No Brokers			12
Section 3.9 Solvency and Debtor Relief Laws			12
Section 3.10 Disclaimer of Other Representations and Warranties			13
ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE T-MOBILE PARTIES			13
Section 4.1 Organization; Place of Business			13
Section 4.2 Power and Authority			13
Section 4.3 Enforceability			13
Section 4.4 Non-Contravention			14
Section 4.5 Litigation			14
Section 4.6 Qualification			14
Section 4.7 Available Funds			14
Section 4.8 Solvency and Debtor Relief Laws			15
Section 4.9 No Brokers			16
Section 4.10 Disclaimer of Other Representations and Warranties			16
ARTICLE 5 COVENANTS AND OTHER AGREEMENTS			16
Section 5.1 Covenants of the T-Mobile Parties and the Seller Pending the Closing			16
Section 5.2 Confidentiality			17
Section 5.3 Compliance with Law; Compliance with Licenses; Non-Solicitation; Updates			17
Section 5.4 Governmental Filings			18
Section 5.5 Withholding			20
Section 5.6 Existing Lease			20
ARTICLE 6 CONDITIONS TO CLOSING			21
Section 6.1 Conditions to the Obligations of the T-Mobile Parties			21
Section 6.2 Conditions to the Obligations of the Seller			22
ARTICLE 7 TERMINATION			23

- i -


Section 7.1 Termination			23
ARTICLE 8 SURVIVAL AND INDEMNIFICATION			24
Section 8.1 Survival			24
Section 8.2 General Indemnification Obligation			25
Section 8.3 Limitations			25
Section 8.4 Indemnification Procedures			27
Section 8.5 Treatment of Payments			27
Section 8.6 Exclusive Remedy			28
Section 8.7 Seller Assets			28
ARTICLE 9 MISCELLANEOUS			28
Section 9.1 Assignment			28
Section 9.2 Further Assurances			29
Section 9.3 Entire Agreement; Amendment			29
Section 9.4 Waiver			29
Section 9.5 Notices			29
Section 9.6 Governing Law; Venue; Waiver of Jury Trial			31
Section 9.7 No Benefit to Others			32
Section 9.8 United States Dollars; Headings, Gender, “Person,” and “including”			32
Section 9.9 Severability			32
Section 9.10 Counterparts and Electronic Signatures			32
Section 9.11 Expenses			33
Section 9.12 Bulk Transfer Laws			33
Section 9.13 Construction of “Seller License”			33

- ii -

AMENDED AND RESTATED LICENSE PURCHASE AGREEMENT

THIS AMENDED AND RESTATED LICENSE PURCHASE AGREEMENT (this “Agreement”), dated as of March 30, 2023, is entered into by and among (i) T-MOBILE USA, INC., a Delaware corporation (“T-Mobile”), T-MOBILE LICENSE LLC, a Delaware limited liability company (“T-Mobile License”), and NEXTEL WEST CORP., a Delaware corporation (“Nextel” and collectively with T-Mobile and T-Mobile License, the “T-Mobile Parties”), and (ii) LB LICENSE CO, LLC, a Delaware limited liability company (“LB License” or the “Seller”). Each T-Mobile Party and the Seller is a “Party,” and the T-Mobile Parties and the Seller are the “Parties”; provided that as the context requires (i.e., when the applicable provision describes a two-party relationship or interaction), the T-Mobile Parties, collectively, shall be deemed to be a single Party.

WHEREAS, the Seller holds the 600 MHz licenses granted by the FCC that are identified in Schedule A (the “Seller Licenses”) for the St. Louis, Missouri, Salt Lake City, Utah, Atlanta, Georgia, San Francisco, California, Tampa, Florida, Columbus, Ohio, Minneapolis-St. Paul, Minnesota, Seattle Washington, Philadelphia, Pennsylvania, Baltimore, Maryland – Washington, DC, Dallas, Texas and Phoenix, Arizona markets;

WHEREAS, the Seller leases the Seller Licenses to T-Mobile License pursuant to a spectrum lease identified by ULS Application File No. 0009021220 (as amended and restated concurrently with the execution and delivery of this Agreement, the “Existing Lease”);

WHEREAS, the T-Mobile Parties and Seller are parties to the License Purchase Agreement, dated as of August 8, 2022, pursuant to which Seller has agreed to sell, and the T-Mobile Parties have agreed to purchase, the Seller Licenses (and the 600 MHz licenses granted by the FCC subject to the Second Closing License Purchase Agreement (as defined below)) in the manner and subject to the terms and conditions set forth therein, with respect to which Nextel became a party pursuant to the Assignment and Joinder, dated as of September 2, 2022 (collectively, the “Original Agreement”);

WHEREAS, the Parties desire to amend and restate the Original Agreement in its entirety on the terms and conditions set forth in this Agreement;

WHEREAS, concurrently with the execution and delivery of this Agreement, the Parties are entering into a license purchase agreement (the “Second Closing License Purchase Agreement”) pursuant to which the T-Mobile Parties will purchase from Seller and Seller will sell to the T-Mobile Parties an additional 600 MHz license granted by the FCC (for the Dallas, Texas market, as more specifically identified therein); and

WHEREAS, concurrently with the execution and delivery of this Agreement, the T-Mobile Parties and Channel 51 License Co LLC (“Channel 51”) are entering into (i) an amended and restated license purchase agreement (the “Channel 51 First Closing License Purchase Agreement”) pursuant to which the T-Mobile Parties will purchase from Channel 51 and Channel 51 will sell to the T-Mobile Parties, certain 600 MHz licenses granted by the FCC (for the Houston, Texas, Chicago, Illinois, Los Angeles, California and Boston, Massachusetts markets, as more specifically identified therein) and (ii) a license purchase agreement pursuant to which the T-Mobile Parties will purchase from Channel 51 and Channel 51 will sell to the T-Mobile Parties, additional 600

MHz licenses granted by the FCC (for the Chicago, Illinois and New Orleans, Louisiana markets, as more specifically identified therein).

ARTICLE 1
DEFINITIONS

As used in this Agreement, the following terms shall have the meanings set forth or referenced below:

“Agreement” means this Agreement and all Exhibits and Schedules hereto, as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof.

“Bankruptcy Code” means title 11 of the United States Code, 11 U.S.C. §§101-1532, as amended from time to time.

“Burdensome Condition” has the meaning set forth on Schedule B.

“Burdensome Condition Expiration Date” has the meaning set forth in Section 7.1(a)(vi).

“Business Day” means any day, other than a Saturday or Sunday, on which commercial banks and foreign exchange markets are open for business in the county of New York, State of New York.

“Cash” means cash in Dollars.

“Channel 51” has the meaning set forth in the recitals.

“Channel 51 First Closing License Purchase Agreement” has the meaning set forth in the recitals.

“Claim Notice” has the meaning set forth in Section 8.4(a).

“Closing” has the meaning set forth in Section 2.3(a).

“Closing Date” has the meaning set forth in Section 2.3(a).

“Code” means the Internal Revenue Code of 1986, as amended.

“Debtor Relief Laws” means the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, general assignment for the benefit of creditors, moratorium,

rearrangement, receivership, examinership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Deferred Payment Date” has the meaning set forth in Section 2.1(b)(i).

“Delaware Courts” has the meaning set forth in Section 9.6.

“Disclosure Schedule” has the meaning set forth in Article 3.

“DOJ” means the United States Department of Justice.

“Existing Lease” has the meaning set forth in the recitals.

“FCC” means the Federal Communications Commission or any successor entity thereto.

“FCC Applications” has the meaning set forth in Section 5.4(a).

“FCC Order” means a written action or order by the FCC or any of its bureaus.

“FCC Order Condition” has the meaning set forth in Section 6.1(a).

“FCC Rules” means the rules, regulations and orders of the FCC.

“FTC” means the United States Federal Trade Commission.

“Governmental Authority” means a federal, state or local court, legislature, governmental agency, commission or regulatory or administrative authority or instrumentality.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended, any successor statute thereto, and the rules and regulations promulgated thereunder.

“HSR Notice” has the meaning set forth in Section 5.4(b).

“Indemnified Party” has the meaning set forth in Section 8.2(a).

“Indemnifying Party” has the meaning set forth in Section 8.2(a).

“LB License” has the meaning set forth in the preamble.

“Losses” has the meaning set forth in Section 8.2(a).

“Material Affiliates” has the meaning set forth in Section 4.8(a).

“NDA” has the meaning set forth in Section 5.2(a).

“NSA” has the meaning set forth in Section 3.4.

“Original Agreement” has the meaning set forth in the recitals.

“Outside Date” has the meaning set forth in Section 7.1(a)(iv).

“Party(ies)” has the meaning set forth in the preamble.

“Person” has the meaning set forth in Section 9.8.

“Purchase Price” has the meaning set forth in Section 2.1(b).

“Second Closing” means the consummation of the transactions contemplated by the Second Closing License Purchase Agreement.

“Second Closing License Purchase Agreement” has the meaning set forth in the recitals.

“Seller” has the meaning set forth in the preamble.

“Seller Licenses” has the meaning set forth in the recitals.

“Solvent” has the meaning set forth in Section 4.8(a).

“Subsidiaries” means, as to any Person, the Affiliates of such Person that, directly or indirectly, are controlled by such Person.

severance, property, windfall profits, value added, ad valorem, occupation, or any other similar governmental charge or imposition.

“T-Mobile” has the meaning set forth in the preamble.

“T-Mobile License” has the meaning set forth in the preamble.

“T-Mobile Parties” has the meaning set forth in the preamble.

ARTICLE 2
PURCHASE AND SALE OF LICENSES

Section 2.1Purchase and Sale of Seller Licenses

(a)At the Closing, the Seller shall grant, sell, convey, assign, transfer and deliver to T-Mobile License and/or Nextel as set forth on Schedule A (or, subject to Section 9.1, another Affiliate of T-Mobile designated by T-Mobile), free and clear of all Liens (other than conditions and limitations placed on the Seller Licenses by the FCC that are generally applicable to 600 MHz licenses), and T-Mobile License and/or Nextel, as applicable, to purchase (or, subject to Section 9.1, cause the applicable Affiliate of T-Mobile to purchase), and T-Mobile shall cause T-Mobile License and/or Nextel, as applicable, to purchase (or, subject to Section 9.1, cause the applicable Affiliate of T-Mobile to purchase) from the Seller, all right, title and interest of the Seller in and to the Seller Licenses (as set forth on Schedule A).

(b)In consideration for the grant, sale, conveyance, assignment, transfer and delivery of the Seller Licenses as set forth in Section 2.1(a), the T-Mobile Parties shall pay or cause to be paid, an aggregate amount in Cash equal to One Billion Four Hundred Thirty-Five Million Three Hundred Twenty-Nine Thousand Nine Hundred Fifty-Three Dollars ($1,435,329,953), less the applicable prepaid amount under the Existing Lease in accordance with Section 5.6(c) (the “Purchase Price”), which shall be payable as follows:

(i)on or prior to the date that is forty (40) days after the Closing Date (the “Deferred Payment Date”), to the Seller, an amount in Cash equal to the Purchase Price, by wire transfer of immediately available funds to such account(s) as the Seller shall designate no later than three (3) Business Days prior to such payment date. In no event shall the Purchase Price be pro-rated or adjusted if Closing occurs but not all Seller Licenses are assigned to T-Mobile License and/or Nextel (or, subject to Section 9.1, an Affiliate of T-Mobile designated by T-Mobile), as applicable at Closing because a Burdensome Condition was imposed and T-Mobile failed to exercise its termination right set forth in Section 7.1(a)(vi) prior to the applicable Burdensome Condition Expiration Date.

(ii) Notwithstanding anything to the contrary in this Agreement:

(A)Each T-Mobile Party hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability hereunder in consideration of the agreements provided by the Seller under this Agreement, for the mutual benefit, directly and indirectly, of each T-Mobile Party and in consideration of the undertakings of the T-Mobile Parties to accept joint and several liability for the Purchase Price and all other obligations from time to time owing by the T-Mobile Parties to the Seller under this Agreement. Accordingly,

each T-Mobile Party hereby waives any and all suretyship defenses with respect to the obligations of the other T-Mobile Party under this Agreement that would otherwise be available to such T-Mobile Party under applicable law.

(B)Subject to the occurrence of the Closing, the T-Mobile Parties’ obligation to pay the Purchase Price and any other amounts that may become payable to the Seller pursuant to this Section 2.1(b)(ii) is absolute and unconditional and is not subject to any abatement, counterclaim, defense, deferment, interruption, recoupment, reduction, or setoff (including in connection with any indemnity or other claims under Article 8) for any reason whatsoever; provided that the foregoing shall not limit the rights of the T-Mobile Parties under Article 8 or otherwise under this Agreement.

(C)The Parties acknowledge that the obligation of the T-Mobile Parties to pay the Purchase Price on the Deferred Payment Date is an integral part of the transactions contemplated by this Agreement and that, without these agreements, AND WITHOUT THE AGREEMENTS TO CONFESS JUDGMENT SET FORTH IN EXHIBIT B-1 (WHICH ARE INCORPORATED INTO AND ARE AN INTEGRAL PART OF THIS SECTION 2.1(b)(ii)(C)), THE SELLER WOULD NOT ENTER INTO THIS AGREEMENT.

(D)In addition to all other remedies available to the Seller hereunder, if the Purchase Price is not paid in full in Cash to the Seller on or prior to the Deferred Payment Date, upon the request of the Seller (in its sole discretion), the T-Mobile Parties shall cooperate in good faith with the Seller, and take all steps necessary, proper or advisable, in each case subject to the receipt of all applicable consents, approvals and/or clearances of the FCC and other Governmental Authorities as described in this Section 2.1(b)(ii)(D), to assign (including to assign legal title to) the Seller Licenses back to the Seller and/or provide the Seller with all rights with respect thereto (including pursuant to a lease arrangement) as soon as reasonably practicable after receipt of such notice from the Seller, make any necessary filings with the FCC or other Governmental Authorities to seek the FCC’s or any other Governmental Authority’s consent to such assignment (including if necessary to seek the expiration or termination of any applicable HSR waiting period related to such transfer), and use reasonable best efforts to obtain such consents (or expiration or termination of such waiting period), and to pay all filing fees due to any Governmental Authority in connection with such necessary filings. The Seller shall be entitled to make the foregoing request of T-Mobile at any time occurring after the Deferred Payment Date but prior to the date that the Seller receives the Purchase Price and any other amounts payable to the Seller pursuant to this Section 2.1, in each case in Cash in full. Notwithstanding any assignment of the Seller Licenses back to the Seller, the T-Mobile Parties shall pay the reasonable and documented out-of-pocket fees, costs and expenses incurred by the Seller and its Affiliates in connection with the assignment of the Seller Licenses back to the Seller (including but not limited to legal fees, costs, and expenses related to making any required filings with any Governmental Authority and obtaining the expiration or termination of any required waiting periods in connection with the transfer of the Seller Licenses back to the Seller). Notwithstanding anything to the contrary in this Agreement, in the event that the Seller exercises its rights pursuant to this Section 2.1(b)(ii)(D), upon the assignment to the Seller of the Seller Licenses or the rights with respect to the Seller Licenses (including pursuant to a lease arrangement), the Seller shall return to T-Mobile or its applicable Affiliate (as designated by T-Mobile) any amounts paid to the Seller pursuant to this Agreement, including any portion of the Purchase Price, except for the payment of the Seller’s reasonable and

documented out-of-pocket fees, costs and expenses as contemplated hereby, and the Seller shall have no further remedy under this Agreement or with respect to the transactions contemplated hereby; provided that, for the avoidance of doubt, in no event shall the Seller be required to return any amount paid to any U.S. Governmental Authority or Person other than the Seller (or the Person or Persons the Seller designates to receive payment in accordance with Section 2.1(b)(i)) pursuant to or in connection with this Agreement.

(E)The remedies set forth in this Section 2.1(b) and elsewhere in this Agreement shall be cumulative and not the exclusive remedies of the Seller if the Purchase Price is not paid in full in Cash on or prior to the Deferred Payment Date and nothing in this Section 2.1(b) shall preclude the Seller from also seeking any other remedy, including damages, available at law, in equity or otherwise; provided that, for the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, in no event shall the Seller be entitled to receive both an assignment back of the Seller Licenses or rights (including leasehold rights) thereto in accordance with Section 2.1(b)(ii)(D) and the Purchase Price. For the avoidance of doubt, if the consent of any Governmental Authority is required as a condition to assign the Seller Licenses back to the Seller pursuant to Section 2.1(b)(ii)(D) and such consent is not obtained, the Seller’s election to receive such assignment back of the Seller Licenses pursuant to Section 2.1(b)(ii)(D) shall be deemed irrevocably revoked and the Seller shall continue to be entitled to receive the Purchase Price in Cash in full.

Section 2.2No Assumption of Liabilities

Section 2.3Closing

ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF THE SELLER

Section 3.1Organization

The Seller is a limited liability company, duly formed and validly existing under the laws of the State of Delaware.

Section 3.2Power and Authority

Section 3.3Enforceability

Section 3.4Non-Contravention

Upon the receipt of the FCC Consent, compliance with any applicable requirements of the HSR Act and the giving of any post-Closing notifications required by the FCC or state

Governmental Authorities, the execution, delivery and performance by the Seller of this Agreement and the other Transaction Documents to which the Seller is, or will be, a party do not and will not violate or conflict with or result in the breach of any term, condition or provision of, or require the consent of or giving of notice to any other Person under, (a) any Law to which the Seller or the Seller Licenses is subject (except as may be required by the T-Mobile Parties’ circumstances), (b) any judgment, order, writ, injunction, decree or award of any court, arbitrator or governmental or regulatory official, body or authority that is applicable to the Seller or any of the Seller Licenses, (c) the limited liability company agreement or other governing documents of the Seller, or (d) any material mortgage, indenture, agreement (including, but not limited to the Letter of Agreement from Monish Kundra, Member, Board of Directors, LB License, to Assistant Attorney General for National Security, DOJ, dated July 20, 2018 (the “NSA”)), contract, commitment, lease, plan, license or other instrument, document or understanding, oral or written, to which the Seller is a party or subject, by which the Seller may have rights or by which any of the Seller Licenses may be bound or affected, or give any party with rights thereunder the right to terminate, modify, accelerate or otherwise materially change the existing rights or obligations of the Seller thereunder.

Section 3.5Compliance With Laws

Section 3.6Seller Licenses

(c)Except as noted in the Disclosure Schedule, there are no existing applications, petitions to deny or complaints or proceedings pending or, to the Seller’s knowledge, threatened, before the FCC or any other tribunal, governmental authority or regulatory agency relating to any of the Seller Licenses or which otherwise will or would reasonably be expected to impair any Seller License, other than matters of public record pertaining to the Existing Lease and proceedings affecting the wireless telecommunications industry or 600 MHz licenses or licensees generally. No governmental authority or regulatory agency has, to the Seller’s knowledge, threatened to terminate or suspend any of the Seller Licenses. There are no third-party claims of any kind that have been asserted with respect to any of the Seller Licenses. The Seller is not in violation or default and has not received any notice of any claim of violation or default, with

respect to any of the Seller Licenses. No event has occurred with respect to any of the Seller Licenses that permits, or after notice or lapse of time or both would permit, revocation or termination thereof or that will or would reasonably be expected to result in any violation or default, claim of violation or default or impairment of the rights of the Seller, as the holder of the Seller Licenses.

(e)No amounts (including installment payments consisting of principal and/or interest or late payment fees) are due to the FCC or the United States Department of the Treasury in respect of the Seller Licenses. The consummation of the transactions contemplated hereunder will not cause the FCC to impose any unjust enrichment penalties pursuant to 47 C.F.R. §1.2111 with respect to the Seller Licenses.

(f)The Seller has no reason to believe that any of the Seller Licenses will not be renewed in the ordinary course. None of the Seller Licenses will be impaired by the consummation of the transactions contemplated hereby. The Seller is not aware of any basis for any application, action, petition, objection or other pleading, or for any proceeding with the FCC or any other Governmental Authority, which (i) questions or contests the validity of, or seeks the revocation, forfeiture, non-renewal or suspension of, any Seller License, (ii) seeks the imposition of any adverse modification or amendment with respect to any Seller License, (iii) seeks the payment of a fine, sanction, penalty, damages or contribution in connection with the use of any Seller License, or (iv) in any other way would reasonably be expected to impair the Seller Licenses (taken as whole), other than matters of public record pertaining to the Existing Lease and proceedings affecting the wireless communications industry or 600 MHz licenses or licensees generally.

(g)There are no liabilities of the Seller or any Affiliate thereof (whether matured or unmatured, direct or indirect, or absolute, contingent or otherwise), whether related to, associated with, or attached to, any Seller License or otherwise to which the T-Mobile Parties or any of their Affiliates will be subject from and after the Closing as a result of the consummation of the transactions contemplated hereby or otherwise.

(h)With respect to each Seller License, (i) all material documents required to be filed at any time by the Seller with the FCC or pursuant to the NSA with respect to such Seller License have been timely filed or the time period for such filing has not lapsed, and (ii) all such documents filed since the date that such Seller License was first issued or transferred to the Seller or any Affiliate thereof are correct in all material respects. None of the Seller Licenses are subject to any conditions other than those appearing on the face of the Seller Licenses and those imposed by the FCC Rules upon the wireless communications services industry generally or upon 600 MHz licenses or licensees generally. There are no obligations to make any payments to the FCC associated with any Seller License, nor will the consummation of the transactions contemplated hereby cause the FCC to require any Party or any of its Affiliates to refund to the FCC all or any portion of any bidding credit that the Seller or any of its past or current Affiliates received from the FCC in connection with any Seller License.

particular, (ii) the FCC Rules restricting foreign ownership of common carrier radio licenses and (iii) the NSA. The Seller is in material compliance with all terms and conditions of, and all of its obligations under, each Seller License.

Section 3.7Litigation

Section 3.8No Brokers

Section 3.9Solvency and Debtor Relief Laws

(b)The Seller has no intention of, and is not contemplating, seeking relief under any Debtor Relief Laws within one hundred eighty (180) days after the Closing.

(c)The Seller has structured the transactions contemplated by this Agreement in good faith, as it relates to Debtor Relief Laws.

(d)The Seller acknowledges and agrees that the representations and warranties contained in this Section 3.9 constitute a material inducement to the T-Mobile Parties to enter into this Agreement and the transactions contemplated by this Agreement, and that the T-Mobile Parties would not have entered into this Agreement and the transactions contemplated by this Agreement absent the representations and warranties contained in this Section 3.9.

Section 3.10Disclaimer of Other Representations and Warranties

ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF THE T-MOBILE PARTIES

Each T-Mobile Party jointly and severally hereby represents and warrants to the Seller as follows:

Section 4.1Organization; Place of Business

Each T-Mobile Party is a corporation or limited liability company, as the case may be, duly organized and validly existing under the laws of the State of Delaware.

Section 4.2Power and Authority

Section 4.3Enforceability

Section 4.4Non-Contravention

Upon the receipt of the FCC Consent, compliance with any applicable requirements of the HSR Act and the giving of any post-Closing notifications required by the FCC or state Governmental Authorities, the execution, delivery and performance by each T-Mobile Party of this Agreement and the other Transaction Documents to which such T-Mobile Party is a party do not

and will not violate or conflict with or result in the breach of any term, condition or provision of, or require the consent of or giving of notice to any other Person under, (i) any Law to which any T-Mobile Party is subject (except as may be required by the Seller’s circumstances), (ii) any judgment, order, writ, injunction, decree or award of any court, arbitrator or governmental or regulatory official, body or authority that is applicable to any T-Mobile Party, (iii) the articles of incorporation, certificate of formation, bylaws, operating agreement or similar organizational documents of any T-Mobile Party, or (iv) any credit agreement or material mortgage, indenture, agreement, contract, commitment, lease, plan, license or other instrument, document or understanding, oral or written, to which any T-Mobile Party is a party or subject, by which any T-Mobile Party may have rights, or give any party with rights thereunder the right to terminate, modify, accelerate or otherwise materially change the existing rights or obligations of any T-Mobile Party thereunder.

Section 4.5Litigation

Section 4.6Qualification

Section 4.7Available Funds

The T-Mobile Parties (a) will have available to them unrestricted cash on hand or other immediately available sources sufficient to satisfy, no later than the date they become due, all of the T-Mobile Parties’ payment obligations under Section 2.1(b) and to consummate the transactions contemplated hereby and to satisfy all other monetary and other obligations of the T-Mobile Parties under this Agreement, (b) will have at Closing or the Deferred Payment Date, as applicable, the resources and capabilities (financial or otherwise) to perform its obligations to be performed on such date and (c) have not, and will not have as of the Closing or at any time between Closing and the Deferred Payment Date, incurred any obligation, commitment, restriction or liability of any kind, absolute or contingent, present or future, which would render unavailable the resources and capabilities necessary to satisfy the T-Mobile Parties’ payment obligations under this Agreement when due. The T-Mobile Parties are not in breach or default (nor has any event occurred which with notice, lapse of time, or both would constitute a breach of, or default) under any credit agreement or material mortgage, indenture, agreement, contract, commitment, lease, plan, license or other instrument, document or understanding, oral or written,

related to indebtedness to which any T-Mobile Party is a party or subject, in each of the foregoing cases, in a manner that would, or to the knowledge of the T-Mobile Parties, reasonably could be expected to, prevent, impair or delay the T-Mobile Parties’ ability to satisfy their payment obligations under this Agreement when due. There are no other facts or circumstances that would, or to the knowledge of the T-Mobile Parties, reasonably could be expected to, prevent, impair or delay the T-Mobile Parties’ ability to satisfy their payment obligations under this Agreement when due. The T-Mobile Parties expressly acknowledge and agree that their obligations under this Agreement, including their obligations to pay the Purchase Price and to consummate the transactions contemplated hereby or any of the other transactions contemplated by this Agreement, are not subject to, or conditioned on, the receipt or availability of any funds or financing.

Section 4.8Solvency and Debtor Relief Laws

(b)None of the T-Mobile Parties has any intention of, and is not contemplating, seeking relief under any Debtor Relief Laws within 180 days after the Closing.

(c)Each of the T-Mobile Parties has structured the transactions contemplated by this Agreement in good faith, as it relates to Debtor Relief Laws.

Section 4.9No Brokers

Section 4.10Disclaimer of Other Representations and Warranties

ARTICLE 5
COVENANTS AND OTHER AGREEMENTS

Section 5.1Covenants of the T-Mobile Parties and the Seller Pending the Closing

Section 5.2Confidentiality

(a)The Nondisclosure Agreement effective as of March 28, 2022 between T-Mobile and LB Spectrum Holdings, LLC (the “NDA”) shall remain in effect in accordance with its terms, and the Seller agrees that it is bound by the terms and conditions of the NDA to the same extent as LB Spectrum Holdings, LLC. Notwithstanding anything to the contrary in the NDA, the Parties agree that the term of the NDA shall be, and hereby is, modified such that the NDA remains in effect, as it relates to the Seller Licenses, until the later of (i) the expiration date of the term provided therein (March 28, 2024) or (ii) the earlier of the Closing or the termination of this Agreement.

connection with the making of any required filings or notifications to a Governmental Authority concerning the transactions described herein or in responding to any requests for information or documents made by a Governmental Authority investigating the transactions described herein) or the rules and regulations of a stock exchange on which such Party’s securities are traded, provided that the disclosing Party provides the other Party as much opportunity to review and comment in advance on such disclosure as is practicable under the circumstances and (iii) each Party shall have the right to make disclosure of the Transaction Information (as defined in the NDA) with respect to this Agreement, the Transaction Documents or the transactions contemplated hereby or by the other Transaction Documents in connection with any proceeding related to the enforcement of this Agreement, including without limitation, the Seller’s right to confess judgement against the T-Mobile Parties pursuant to Section 2.1(b)(ii)(C). Notwithstanding the foregoing, no Party has to share in advance any filings made in connection with the transactions described herein under the HSR Act including any attachments thereto.

Section 5.3Compliance with Law; Compliance with Licenses; Non-Solicitation; Updates

Section 5.4Governmental Filings

proposes to make or enter into with the FTC, the DOJ or any other Governmental Authority in connection with the transactions contemplated hereby. To the extent that confidential information of any Party is required to be filed with any Governmental Authority, the Party submitting such information shall, prior to such disclosure, (A) notify the Party whose confidential information is to be disclosed, and (B) together with the party whose information is to be disclosed, seek and use commercially reasonable efforts to secure confidential treatment of such information pursuant to the applicable protective order or other confidentiality procedures of such Governmental Authority. Subject to applicable Law, the Parties will consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and proposals made or submitted to any Governmental Authority regarding the transactions contemplated by this Agreement by or on behalf of any Party.

Section 5.5Withholding

Section 5.6Existing Lease

subject to the terms and conditions thereof) such that, subject to Section 5.6(c), no Party or any of its Affiliates will have any further Liability thereunder, and the Parties shall, and shall cause their Affiliates to, take all such actions as are necessary to effect such termination.

ARTICLE 6
CONDITIONS TO CLOSING

Section 6.1Conditions to the Obligations of the T-Mobile Parties

(f)Any applicable waiting period under the HSR Act relating to the transactions contemplated by this Agreement shall have expired or been terminated, free of any Burdensome Condition.

(i)The “Closing” as defined in the Channel 51 First Closing License Purchase Agreement shall have occurred (or shall be occurring simultaneously with the Closing under this Agreement).

(j)The T-Mobile Parties shall have received the deliverables set forth in Section 2.3(b).

Section 6.2Conditions to the Obligations of the Seller

(a)The FCC Consent shall have been obtained by one or more FCC Orders.

(f)Any applicable waiting period under the HSR Act relating to the transactions contemplated by this Agreement shall have expired or been terminated.

(g)The “Closing” as defined in the Channel 51 First Closing License Purchase Agreement shall have occurred (or shall be occurring simultaneously with the Closing under this Agreement).

(h)The Seller shall have received the deliverables set forth in Section 2.3(c).

ARTICLE 7
TERMINATION

Section 7.1Termination

(a)This Agreement may be terminated before the Closing Date only as follows:

(i)by mutual written consent of the Parties;

forty (40) days after either (x) the FCC imposing a Burdensome Condition or (y) the DOJ or FTC obtaining an order imposing a Burdensome Condition, a “Burdensome Condition Expiration Date”). Notwithstanding anything to the contrary in this Agreement, (A) if T-Mobile does not exercise the termination right set forth in this Section 7.1(a)(vi) prior to the Burdensome Condition Expiration Date with respect to the FCC imposing a Burdensome Condition, then the T-Mobile Parties shall be deemed to have waived the condition set forth in Section 6.1(a), solely with respect to each FCC Order being free of any Burdensome Condition, as of the 12:01am on such Burdensome Condition Expiration Date and (B) if T-Mobile does not exercise the termination right set forth in this Section 7.1(a)(vi) prior to the Burdensome Condition Expiration Date with respect to the DOJ or FTC obtaining an order imposing a Burdensome Condition, then the T-Mobile Parties shall be deemed to have waived the condition set forth in Section 6.1(f), solely with respect to the expiration or early termination (if applicable) of the waiting period under the HSR Act free of any Burdensome Condition, as of the 12:01am on such Burdensome Condition Expiration Date; or

(vii)by either T-Mobile or the Seller by written notice to the other if the Channel 51 First Closing License Purchase Agreement has been terminated in accordance with its terms.

ARTICLE 8
SURVIVAL AND INDEMNIFICATION

Section 8.1Survival

All representations and warranties made by the Parties in this Agreement, and all covenants and agreements of the Parties set forth in this Agreement to be performed on or prior to the Closing Date, shall survive for a period lasting twelve (12) months after the Closing and shall expire at such time, except that (a) the representations contained in Sections 3.1, 3.2, 3.3, 3.4, 3.6(a), 3.6(e), 3.6(g) and 3.6(i) and Sections 4.1, 4.2, 4.3 and 4.4 shall survive for a period lasting three (3) years after the Closing and shall expire at such time, (b) claims for fraud shall survive for the applicable statute of limitations, and (c) the Seller’s right to confess judgment against the T-Mobile Parties pursuant to Section 2.1(b)(ii)(C) shall survive indefinitely. All covenants and agreements to be performed after the Closing Date shall survive the Closing and continue in full force and effect until the full performance thereof or as otherwise provided herein. Any claim by a Party based upon breach of any such representation or warranty, covenant or agreement made pursuant to Section 8.2 or otherwise must be submitted to the other Party prior to the expiration of the applicable survival period, in which case such claim shall survive until fully-resolved and satisfied in accordance with such resolution. It is the express intent of the Parties to modify the applicable statute of limitations to the extent set forth in this Section 8.1.

Section 8.2General Indemnification Obligation

(a)From and after the Closing, each Party (the “Indemnifying Party”) agrees to indemnify and hold harmless the other Party (i.e., each of the T-Mobile Parties or the Seller, as the

case may be) and its Affiliates, and its and their respective shareholders, partners, directors, officers, members, managers, agents, employees, successors and assigns (each, an “Indemnified Party”) against and in respect of any and all damages, losses, deficiencies, liabilities, assessments, fines, judgments, costs and other expenses (including reasonable legal fees and expenses and reasonable expenses of investigation) (“Losses”) actually incurred or suffered by any Indemnified Party, whether such Losses relate to claims, actions or causes of action asserted by any Indemnified Party against the Indemnifying Party or asserted by third parties, that result from, relate to or arise out of:

(i)any inaccuracy in or breach of the representations and warranties made by the Indemnifying Party herein or in any certificate or other document delivered pursuant hereto; and

(ii)any nonfulfillment or breach by the Indemnifying Party of any of the covenants or agreements made by the Indemnifying Party herein.

Section 8.3Limitations

8.3(c) shall not limit the T-Mobile Parties’ obligations to pay any interest, fees, costs or expenses that may become payable to the Seller pursuant to Section 2.1(b)(ii), including in connection the failure to pay the Purchase Price when due hereunder.

Section 8.4Indemnification Procedures

Indemnifying Party hereunder (if it is determined that the Indemnifying Party has liability for such claim or demand).

Section 8.5Treatment of Payments

Any payment made pursuant to the indemnification obligations arising under Section 8.2 shall be treated as an adjustment to the purchase price to the extent permitted under applicable law.

Section 8.6Exclusive Remedy

Following the Closing, the Parties acknowledge and agree that the indemnification rights of the Parties and their Affiliates under this Article 8 are their exclusive remedy with respect to any and all claims arising out of or in relation to this Agreement and the Transaction Documents, provided that nothing in the foregoing nor in any other provision of this Article 8 shall limit or otherwise affect (a) any Party’s equitable remedies, (b) the Seller’s rights or remedies with respect to the T-Mobile Parties’ failure to pay the Purchase Price in full in Cash when due hereunder, including the Seller’s power to confess judgment against the T-Mobile Parties pursuant to Section 2.1(b)(ii)(C), but subject to Section 8.3(c), or (c) any Party’s rights or remedies based on fraud.

Section 8.7Seller Assets

The Seller covenants and agrees that it shall maintain cash in an amount of not less than Two Million Two Hundred Twenty Thousand Nine Hundred Eighty-Four Dollars ($2,220,984) during the period commencing on the Closing Date and ending on the one-year anniversary of the Closing Date and, during such period, such proceeds shall be available to the Seller to satisfy any indemnification obligations of the Seller under this Article 8, including to settle any litigation with third parties related to the Seller Licenses.

ARTICLE 9
MISCELLANEOUS

Section 9.1Assignment

(b)Prior to Closing, each of T-Mobile License and Nextel may assign all or a portion of its rights hereunder to receive any of the Seller Licenses to one or more controlled Affiliates of T-Mobile; provided that (i) such assignee, transferee or delegee is organized or incorporated in the State of Delaware and has the same ultimate parent entity (as that term is defined in the HSR Act) as T-Mobile Parties, (ii) the T-Mobile Parties furnish the Seller with reasonably satisfactory assurance of performance of this Agreement and the other Transaction Documents, and joinder to this Agreement and the other Transaction Documents (including pursuant to which such assignee, transferee or delegee makes the representations and warranties of the T-Mobile Parties in Article 4 and agrees to be subject to the Seller’s right to confess judgement against such assignee, transferee or delegee pursuant to Section 2.1(b)(ii)(C)), by such assignee, transferee or delegee as a condition precedent to any such assignment, (iii) the assignment, transfer or delegation would not reasonably be expected to prevent or delay by more than twenty (20) days the FCC’s approval of the transactions contemplated hereby or the expiration or termination of the waiting period under the HSR Act, (iv) no such assignment, transfer or delegation shall relieve any of the T-Mobile Parties or any successor in interest of any of the T-Mobile Parties of any of its obligations to the Seller hereunder; and (v) subject to Sections 5.4(c) and 5.4(d) of this Agreement and taking actions at the reasonable request and expense of the T-Mobile Parties as are reasonably necessary to effect an assignment pursuant to this Section 9.1(b), the T-Mobile Parties shall be solely responsible for any modifications of the FCC Applications necessary to effect the assignment of rights contemplated by this Section 9.1(b).

Section 9.2Further Assurances

Section 9.3Entire Agreement; Amendment

(b)This Agreement shall not be amended or modified except by written instrument duly executed by each of the Parties.

Section 9.4Waiver

No waiver of any term or provision of this Agreement shall be effective unless in writing, signed by the Party against whom enforcement of the same is sought. The grant of a waiver in one instance does not constitute a continuing waiver in all similar instances. No failure by any Party to exercise, and no delay by any Party in exercising, any right, remedy, power or privilege hereunder shall operate as a waiver thereof.

Section 9.5Notices

If to the T-Mobile Parties (or any of them), to:

T-Mobile USA, Inc.

12920 SE 38th Street

Bellevue, Washington 98006

Attention: General Counsel

E-mail: Mark.Nelson@T-Mobile.com

with a required copy (which shall not itself constitute proper notice) to:

T-Mobile USA, Inc.

12920 SE 38th Street

Bellevue, Washington 98006

Attention: Senior Vice President, Corporate Strategy & Development

E-mail: Peter.Ewens@T-Mobile.com

and

DLA Piper LLP (US)

500 8th Street NW

Washington, DC 20004

Attention: Nancy Victory and Marc Samuel

Email: nancy.victory@us.dlapiper.com and marc.samuel@us.dlapiper.com

If to the Seller, to:

LB License Co, LLC

701 Brickell Ave, Suite 1700

Miami, FL 33131

Attention: Monish Kundra

Phone: (703) 519-3029

Email: monish.kundra@colcap.com

with a required copy (which shall not itself constitute proper notice) to:

Hogan Lovells US LLP

8350 Broad Street, 17th Floor
Tysons, VA 22102

Attention: Randy Segal

Email: randy.segal@hoganlovells.com

and

Jenner & Block LLP

1099 New York Avenue, NW, Suite 900

Washington, DC 20001-4412

Attention: Trey Hanbury

Email: thanbury@jenner.com

Section 9.6Governing Law; Venue; Waiver of Jury Trial

Section 9.7No Benefit to Others

The representations, warranties, covenants and agreements contained in this Agreement are for the sole benefit of the Parties and, in the case of Article 8, the other Indemnified Parties, and their heirs, executors, administrators, legal representatives, successors and assigns, and they shall not be construed as conferring any rights on any other Persons.

Section 9.8United States Dollars; Headings, Gender, “Person,” and “including”

Section 9.9Severability

Section 9.10Counterparts and Electronic Signatures

Section 9.11Expenses

Except as otherwise provided in this Agreement, each Party shall pay its own expenses incidental to the preparation of this Agreement, the carrying out of the provisions of this

Agreement and the consummation of the transactions contemplated hereby. Without limiting the generality of the foregoing, (a) each Party shall pay (and T-Mobile shall cause T-Mobile License or Nextel (or, subject to Section 9.1, an Affiliate of T-Mobile designated by T-Mobile), as applicable, to pay) the total filing fee payable by it as an “acquiring person” in connection with the filing of the HSR Notice, and (b) the T-Mobile Parties, on the one hand, and the Seller, on the other hand, each shall pay fifty percent (50%) of the filing and application fees in connection with the FCC Consent(s) with respect to the Seller Licenses, and each Party shall bear its own other expenses incurred in connection with each such filing described in this sentence. This Section shall survive termination of this Agreement, and shall apply irrespective of whether the Closing occurs, except as provided in Section 7.1(b).

Section 9.12Bulk Transfer Laws

Section 9.13Construction of “Seller License”

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written.


T-MOBILE USA, INC.			LB LICENSE CO, LLC

By: _/s/ Peter Osvaldik______________			By: _/s/ Monish Kundra________________
Name: Peter Osvaldik			Name: Monish Kundra
Title: Chief Financial Officer			Title: Authorized Signatory

T-MOBILE LICENSE LLC

By: _/s/ Peter Osvaldik______________
Name: Peter Osvaldik
Title: Chief Financial Officer

NEXTEL WEST CORP.

By: _/s/ Peter Osvaldik______________
Name: Peter Osvaldik
Title: Chief Financial Officer

[Signature Page to Amended and Restated License Purchase Agreement (LB License - First Closing)]

SCHEDULE A

Seller Licenses

FCC Callsign

Market Number - Market Name

Block

Service

Licensee/ Seller

Assignee*

Purchase Price Allocation**

WQZM718

PEA024 - Saint Louis, MO

600 MHz

LB License Co, LLC

Nextel West Corp.

WQZM719

PEA024 - Saint Louis, MO

600 MHz

LB License Co, LLC

Nextel West Corp.

WQZM720

PEA027 - Salt Lake City, UT

600 MHz

LB License Co, LLC

Nextel West Corp.

WQZM721

PEA011 - Atlanta, GA

600 MHz

LB License Co, LLC

T-Mobile License LLC

WQZM724

PEA004 - San Francisco, CA

600 MHz

LB License Co, LLC

Nextel West Corp.

WQZM726

PEA021 - Tampa, FL

600 MHz

LB License Co, LLC

Nextel West Corp.

WQZM728

PEA037 - Columbus, OH

600 MHz

LB License Co, LLC

Nextel West Corp.

WQZM729

PEA037 - Columbus, OH

600 MHz

LB License Co, LLC

Nextel West Corp.

WQZM731

PEA017 - Minneapolis-St. Paul, MN

600 MHz

LB License Co, LLC

Nextel West Corp.

WQZM732

PEA016 - Seattle, WA

600 MHz

LB License Co, LLC

T-Mobile License LLC

WQZM733

PEA006 - Philadelphia, PA

600 MHz

LB License Co, LLC

T-Mobile License LLC

WQZM734

PEA005 - Baltimore, MD-Washington, DC

600 MHz

LB License Co, LLC

T-Mobile License LLC

WQZM735

PEA008 - Dallas, TX

600 MHz

LB License Co, LLC

Nextel West Corp.

WQZM736

PEA008 - Dallas, TX

600 MHz

LB License Co, LLC

Nextel West Corp.

WQZM740

PEA015 - Phoenix, AZ

600 MHz

LB License Co, LLC

Nextel West Corp.

* Subject to Section 9.1.

** Between the date of this Agreement and the Closing, the Parties shall discuss in good faith an allocation of the Purchase Price among the Seller Licenses, it being understood that the Parties shall be under no obligation to agree to an allocation or to file tax returns consistent with any agreed allocation. Any such allocation shall be solely for tax purposes and not for any other purpose related to this Agreement or the transactions contemplated hereby. In no event shall there be any adjustment to the Purchase Price payable to the Seller pursuant to this Agreement based on any such allocation.

Exhibit 10.5


LICENSE PURCHASE AGREEMENT by and among T-MOBILE USA, INC., T-MOBILE LICENSE LLC, NEXTEL WEST CORP., and CHANNEL 51 LICENSE CO LLC Dated as of March 30, 2023

TABLE OF CONTENTS


			Page
ARTICLE 1 DEFINITIONS			2
ARTICLE 2 PURCHASE AND SALE OF LICENSES			5
Section 2.1 Purchase and Sale of Seller Licenses			5
Section 2.2 No Assumption of Liabilities			6
Section 2.3 Closing			6
ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE SELLER			7
Section 3.1 Organization			7
Section 3.2 Power and Authority			7
Section 3.3 Enforceability			7
Section 3.4 Non-Contravention			8
Section 3.5 Compliance With Laws			8
Section 3.6 Seller Licenses			8
Section 3.7 Litigation			10
Section 3.8 No Brokers			10
Section 3.9 Solvency and Debtor Relief Laws			11
Section 3.10 Disclaimer of Other Representations and Warranties			11
ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE T-MOBILE PARTIES			11
Section 4.1 Organization; Place of Business			11
Section 4.2 Power and Authority			12
Section 4.3 Enforceability			12
Section 4.4 Non-Contravention			12
Section 4.5 Litigation			12
Section 4.6 Qualification			13
Section 4.7 Available Funds			13
Section 4.8 Solvency and Debtor Relief Laws			13
Section 4.9 No Brokers			14
Section 4.10 Disclaimer of Other Representations and Warranties			14
ARTICLE 5 COVENANTS AND OTHER AGREEMENTS			15
Section 5.1 Covenants of the T-Mobile Parties and the Seller Pending the Closing			15
Section 5.2 Confidentiality			15
Section 5.3 Compliance with Law; Compliance with Licenses; Non-Solicitation; Updates			16
Section 5.4 Governmental Filings			16
Section 5.5 Withholding			18
Section 5.6 Existing Lease			18
ARTICLE 6 CONDITIONS TO CLOSING			19
Section 6.1 Conditions to the Obligations of the T-Mobile Parties			19
Section 6.2 Conditions to the Obligations of the Seller			20
ARTICLE 7 TERMINATION			21

- i -


Section 7.1 Termination			21
ARTICLE 8 SURVIVAL AND INDEMNIFICATION			23
Section 8.1 Survival			23
Section 8.2 General Indemnification Obligation			23
Section 8.3 Limitations			24
Section 8.4 Indemnification Procedures			25
Section 8.5 Treatment of Payments			26
Section 8.6 Exclusive Remedy			26
Section 8.7 Seller Assets			26
ARTICLE 9 MISCELLANEOUS			26
Section 9.1 Assignment			26
Section 9.2 Further Assurances			27
Section 9.3 Entire Agreement; Amendment			27
Section 9.4 Waiver			27
Section 9.5 Notices			27
Section 9.6 Governing Law; Venue; Waiver of Jury Trial			29
Section 9.7 No Benefit to Others			30
Section 9.8 United States Dollars; Headings, Gender, “Person,” and “including”			30
Section 9.9 Severability			30
Section 9.10 Counterparts and Electronic Signatures			30
Section 9.11 Expenses			31
Section 9.12 Bulk Transfer Laws			31
Section 9.13 Construction of “Seller License”			31

- ii -

LICENSE PURCHASE AGREEMENT

THIS LICENSE PURCHASE AGREEMENT (this “Agreement”), dated as of March 30, 2023, is entered into by and among (i) T-MOBILE USA, INC., a Delaware corporation (“T-Mobile”), T-MOBILE LICENSE LLC, a Delaware limited liability company (“T-Mobile License”), and NEXTEL WEST CORP., a Delaware corporation (“Nextel” and collectively with T-Mobile and T-Mobile License, the “T-Mobile Parties”), and (ii) CHANNEL 51 LICENSE CO LLC, a Delaware limited liability company (“Channel 51” or the “Seller”). Each T-Mobile Party and the Seller is a “Party,” and the T-Mobile Parties and the Seller are the “Parties”; provided that as the context requires (i.e., when the applicable provision describes a two-party relationship or interaction), the T-Mobile Parties, collectively, shall be deemed to be a single Party.

WHEREAS, the Seller holds the 600 MHz licenses granted by the FCC that are identified in Schedule A (the “Seller Licenses”) for the Chicago, Illinois and New Orleans, Louisiana markets;

WHEREAS, concurrently with the execution and delivery of this Agreement, the Parties are entering into an amended and restated license purchase agreement (the “First Closing License Purchase Agreement”) pursuant to which the T-Mobile Parties will purchase from Seller and Seller will sell to the T-Mobile Parties certain 600 MHz licenses granted by the FCC (for the Houston, Texas, Chicago, Illinois, Los Angeles, California and Boston, Massachusetts markets, as more specifically identified therein); and

WHEREAS, concurrently with the execution and delivery of this Agreement, the T-Mobile Parties and LB License Co, LLC (“LB License”) are entering into (i) an amended and restated license purchase agreement pursuant to which the T-Mobile Parties will purchase from LB License and LB License will sell to the T-Mobile Parties, certain 600 MHz licenses granted by the FCC (for the St. Louis, Missouri, Salt Lake City, Utah, Atlanta, Georgia, San Francisco, California, Tampa, Florida, Columbus, Ohio, Minneapolis-St. Paul, Minnesota, Seattle Washington, Philadelphia, Pennsylvania, Baltimore, Maryland, Dallas, Texas and Phoenix, Arizona markets, as more specifically identified therein) and (ii) a license purchase agreement pursuant to which the T-Mobile Parties will purchase from LB License and LB License will sell to the T-Mobile Parties, an additional 600 MHz license granted by the FCC (for the Dallas, Texas market, as more specifically identified therein).

ARTICLE 1
DEFINITIONS

As used in this Agreement, the following terms shall have the meanings set forth or referenced below:

“Additional FCC Applications” has the meaning set forth in Section 5.4(a).

“Agreement” means this Agreement and all Exhibits and Schedules hereto, as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof.

“Bankruptcy Code” means title 11 of the United States Code, 11 U.S.C. §§101-1532, as amended from time to time.

“Burdensome Condition” has the meaning set forth on Schedule B.

“Burdensome Condition Expiration Date” has the meaning set forth in Section 7.1(a)(vi).

“Business Day” means any day, other than a Saturday or Sunday, on which commercial banks and foreign exchange markets are open for business in the county of New York, State of New York.

“Cash” means cash in Dollars.

“Channel 51” has the meaning set forth in the preamble.

“Claim Notice” has the meaning set forth in Section 8.4(a).

“Closing” has the meaning set forth in Section 2.3(a).

“Closing Date” has the meaning set forth in Section 2.3(a).

“Code” means the Internal Revenue Code of 1986, as amended.

“Delaware Courts” has the meaning set forth in Section 9.6.

“Disclosure Schedule” has the meaning set forth in Article 3.

“DOJ” means the United States Department of Justice.

“Existing Lease” has the meaning set forth in the recitals.

“FCC” means the Federal Communications Commission or any successor entity thereto.

“FCC Applications” has the meaning set forth in Section 5.4(a).

“FCC Order” means a written action or order by the FCC or any of its bureaus.

“FCC Order Condition” has the meaning set forth in Section 6.1(a).

“FCC Rules” means the rules, regulations and orders of the FCC.

“First Closing” means the consummation of the transactions contemplated by the First Closing License Purchase Agreement.

“First Closing License Purchase Agreement” has the meaning set forth in the recitals.

“FTC” means the United States Federal Trade Commission.

“Governmental Authority” means a federal, state or local court, legislature, governmental agency, commission or regulatory or administrative authority or instrumentality.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended, any successor statute thereto, and the rules and regulations promulgated thereunder.

“HSR Notice” has the meaning set forth in Section 5.4(b).

“Indemnified Party” has the meaning set forth in Section 8.2(a).

“Indemnifying Party” has the meaning set forth in Section 8.2(a).

“LB License” has the meaning set forth in the recitals.

“Lien” means any mortgage, lien, pledge, charge, security interest, easement, conditional sales contract, reversionary interest, transfer restriction (other than transfer restrictions arising

under the FCC Rules), right of first refusal, voting trust agreement, preemptive right, or other adverse claim or defect of title.

“Losses” has the meaning set forth in Section 8.2(a).

“Material Affiliates” has the meaning set forth in Section 4.8(a).

“NDA” has the meaning set forth in Section 5.2(a).

“NSA” has the meaning set forth in Section 3.4.

“Outside Date” has the meaning set forth in Section 7.1(a)(iv).

“Party(ies)” has the meaning set forth in the preamble.

“Person” has the meaning set forth in Section 9.8.

“Purchase Price” has the meaning set forth in Section 2.1(b).

“Seller” has the meaning set forth in the preamble.

“Seller Licenses” has the meaning set forth in the recitals.

“Solvent” has the meaning set forth in Section 4.8(a).

“Subsidiaries” means, as to any Person, the Affiliates of such Person that, directly or indirectly, are controlled by such Person.

“T-Mobile” has the meaning set forth in the preamble.

“T-Mobile License” has the meaning set forth in the preamble.

“T-Mobile Parties” has the meaning set forth in the preamble.

ARTICLE 2
PURCHASE AND SALE OF LICENSES

Section 2.1Purchase and Sale of Seller Licenses

(a)At the Closing, the Seller shall grant, sell, convey, assign, transfer and deliver to T-Mobile License and/or Nextel as set forth on Schedule A (or, subject to Section 9.1, another Affiliate of T-Mobile designated by T-Mobile), free and clear of all Liens (other than conditions and limitations placed on the Seller Licenses by the FCC that are generally applicable to 600 MHz licenses), and T-Mobile License and/or Nextel, as applicable, to purchase (or, subject to Section 9.1, cause the applicable Affiliate of T-Mobile to purchase), and T-Mobile shall cause T-Mobile License and/or Nextel, as applicable, to purchase (or, subject to Section 9.1, cause the applicable Affiliate of T-Mobile to purchase) from the Seller, all right, title and interest of the Seller in and to the Seller Licenses (as set forth on Schedule A).

(b)In consideration for the grant, sale, conveyance, assignment, transfer and delivery of the Seller Licenses as set forth in Section 2.1(a), the T-Mobile Parties shall pay or cause to be paid, an aggregate amount in Cash equal to Three Hundred Eleven Million Six Hundred Eighty Thousand Six Hundred Ninety-Five Dollars ($311,680,695), less the applicable prepaid amount under the Existing Lease in accordance with Section 5.6(c) (the “Purchase Price”), which shall be payable as follows:

(i)at the Closing, to the U.S. Government, an amount equal to the Unjust Enrichment Amount (by wire transfer of immediately available funds to the U.S. Government’s account for such purpose); and

(ii)at the Closing to the Seller, an amount in Cash equal to the Purchase Price minus the Unjust Enrichment Amount by wire transfer of immediately available funds to such account(s) as the Seller shall designate no later than three (3) Business Days prior to such payment date. In no event shall the Purchase Price be pro-rated or adjusted if Closing occurs but not all Seller Licenses are assigned to T-Mobile License and/or Nextel (or, subject to Section 9.1, an Affiliate of T-Mobile designated by T-Mobile), as applicable, at Closing because a Burdensome Condition was imposed and T-Mobile failed to exercise its termination right set forth in Section 7.1(a)(vi) prior to the applicable Burdensome Condition Expiration Date.

(iii) Notwithstanding anything to the contrary in this Agreement, each T-Mobile Party hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability hereunder in consideration of the agreements provided by the Seller under this Agreement, for the mutual benefit, directly and indirectly, of each T-Mobile Party and in consideration of the undertakings of the T-Mobile Parties to accept joint and several liability for the Purchase Price and all other obligations from time to time owing by the T-Mobile Parties to the Seller under this Agreement. Accordingly, each T-Mobile Party hereby waives any and all suretyship defenses with respect to the obligations of the other T-Mobile Party under this Agreement that would otherwise be available to such T-Mobile Party under applicable law.

Section 2.2No Assumption of Liabilities

INCURRED, OR OTHERWISE PERTAIN TO ACTIONS, EVENTS OR CIRCUMSTANCES OCCURRING OR EXISTING PRIOR TO THE CLOSING WITH RESPECT TO THE SELLER LICENSES OR OTHERWISE. THE T-MOBILE PARTIES SHALL BE LIABLE FOR ALL OF THE LIABILITIES ARISING FROM AND AFTER THE CLOSING OUT OF OR RELATING TO THE OWNERSHIP, OPERATION OR USE OF THE SELLER LICENSES.

Section 2.3Closing

(a)Unless this Agreement shall have been earlier terminated in accordance with the provisions of this Agreement, the closing of the transactions contemplated by this Agreement (the “Closing”) shall be consummated via electronic document exchange at 10:00 a.m. Eastern time (i) on the date designated by T-Mobile that is not more than five (5) days after the satisfaction or T-Mobile’s waiver in writing of the FCC Order Condition (and on not less than three (3) Business Days prior written notice from T-Mobile to the Seller), but subject to the satisfaction or waiver of the conditions set forth in Article 6, or (ii) at such other time or place as may be agreed upon in writing by T-Mobile and the Seller. The date of the Closing is referred to herein as the “Closing Date”.

(c)Subject to the last sentence of this Section 2.3(c), at the Closing, the T-Mobile Parties shall deliver to the Seller: (i) with respect to the Seller Licenses, an instrument of assignment in the form attached hereto as Exhibit A, executed by T-Mobile License and/or Nextel (or, subject to Section 9.1, an Affiliate of T-Mobile designated by T-Mobile), as applicable; and (ii) the closing certificate required to be delivered pursuant to Section 6.2(d), executed by an authorized officer of each of the T-Mobile Parties. Notwithstanding the foregoing, to the extent that, subject to Section 9.1, an Affiliate of T-Mobile designated by T-Mobile is to receive assignment of the Seller Licenses, such designated Affiliate shall also be made a party (in addition to the T-Mobile Parties) and execute the deliverable set forth in clause (ii) of this Section 2.3(c) as a condition to the Seller’s obligation to consummate the Closing.

(d)Notwithstanding anything to the contrary in this Agreement, after the receipt of FCC approval for one Seller License (but not both Seller Licenses), at the written request of either Party, the Parties will work cooperatively and in good faith to complete the purchase and sale of such Seller License as contemplated hereby, with the terms and conditions of this Agreement applying, mutatis mutandis, as if such Seller License were the only Seller License set forth on Schedule A. Without limiting the foregoing, in the event of such a bifurcated Closing, (i) the same Closing conditions, documentation, timeline and process shall be applied to each Closing, (ii) the respective Closing payments would reflect the pricing set forth in Schedule A for each Seller License and (iii) for the avoidance of doubt, the Parties’ rights and obligations with respect to a Seller License hereunder shall continue to apply after a Closing with respect to the other Seller License (for which FCC approval has been obtained). In no event will the Closing hereunder for either Seller License take place prior to the First Closing.

ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF THE SELLER

the wording of such disclosure), the Seller hereby represents and warrants to the T-Mobile Parties as follows:

Section 3.1Organization

The Seller is a limited liability company, duly formed and validly existing under the laws of the State of Delaware.

Section 3.2Power and Authority

Section 3.3Enforceability

Section 3.4Non-Contravention

Section 3.5Compliance With Laws

warranties in Section 3.4, no representation or warranty is made under this Section 3.5, Section 3.6, Section 3.7 or elsewhere under this Agreement regarding the absence or results of any investigation or challenge brought by any Governmental Authority following the date hereof or the Closing Date on the grounds that the sale of the Seller Licenses to T-Mobile License or Nextel (or, subject to Section 9.1, another Affiliate of T-Mobile designated by T-Mobile), as applicable, or other transactions contemplated hereby would require registration, declaration or filing with such Governmental Authority or violate any antitrust law.

Section 3.6Seller Licenses

any application, action, petition, objection or other pleading, or for any proceeding with the FCC or any other Governmental Authority, which (i) questions or contests the validity of, or seeks the revocation, forfeiture, non-renewal or suspension of, any Seller License, (ii) seeks the imposition of any adverse modification or amendment with respect to any Seller License, (iii) seeks the payment of a fine, sanction, penalty, damages or contribution in connection with the use of any Seller License, or (iv) in any other way would reasonably be expected to impair the Seller Licenses (taken as whole), other than matters of public record pertaining to the Existing Lease and proceedings affecting the wireless communications industry or 600 MHz licenses or licensees generally.

Section 3.7Litigation

Section 3.8No Brokers

Section 3.9Solvency and Debtor Relief Laws

(a)The Seller is Solvent as of the date of this Agreement and will, after giving effect to the transactions contemplated by this Agreement, the receipt of the Purchase Price when due (assuming timely payment thereof by the T-Mobile Parties), and the payment of all related fees and expenses, be Solvent at and immediately after the Closing. No case, proceeding or process in which the Seller is a debtor, defendant or party seeking an order for its own relief or reorganization has been brought or is pending, or to the knowledge of the Seller, threatened, by or against the Seller under any Debtor Relief Laws. The Seller has not taken any action in contemplation of, or that would constitute the basis for, the institution of any such case, proceeding or process.

(b)The Seller has no intention of, and is not contemplating, seeking relief under any Debtor Relief Laws within one hundred eighty (180) days after the Closing.

(c)The Seller has structured the transactions contemplated by this Agreement in good faith, as it relates to Debtor Relief Laws.

Section 3.10Disclaimer of Other Representations and Warranties

ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF THE T-MOBILE PARTIES

Each T-Mobile Party jointly and severally hereby represents and warrants to the Seller as follows:

Section 4.1Organization; Place of Business

Each T-Mobile Party is a corporation or limited liability company, as the case may be, duly organized and validly existing under the laws of the State of Delaware.

Section 4.2Power and Authority

Section 4.3Enforceability

Section 4.4Non-Contravention

Upon the receipt of the FCC Consent, compliance with any applicable requirements of the HSR Act and the giving of any post-Closing notifications required by the FCC or state Governmental Authorities, the execution, delivery and performance by each T-Mobile Party of this Agreement and the other Transaction Documents to which such T-Mobile Party is a party do not and will not violate or conflict with or result in the breach of any term, condition or provision of, or require the consent of or giving of notice to any other Person under, (i) any Law to which any T-Mobile Party is subject (except as may be required by the Seller’s circumstances), (ii) any judgment, order, writ, injunction, decree or award of any court, arbitrator or governmental or regulatory official, body or authority that is applicable to any T-Mobile Party, (iii) the articles of incorporation, certificate of formation, bylaws, operating agreement or similar organizational documents of any T-Mobile Party, or (iv) any credit agreement or material mortgage, indenture, agreement, contract, commitment, lease, plan, license or other instrument, document or understanding, oral or written, to which any T-Mobile Party is a party or subject, by which any T-Mobile Party may have rights, or give any party with rights thereunder the right to terminate, modify, accelerate or otherwise materially change the existing rights or obligations of any T-Mobile Party thereunder.

Section 4.5Litigation

Section 4.6Qualification

Section 4.7Available Funds

The T-Mobile Parties (a) will have available to them unrestricted cash on hand or other immediately available sources sufficient to satisfy, no later than the date they become due, all of the T-Mobile Parties’ payment obligations under Section 2.1(b) and to consummate the transactions contemplated hereby and to satisfy all other monetary and other obligations of the T-Mobile Parties under this Agreement, and (b) will have at Closing the resources and capabilities (financial or otherwise) to perform its obligations to be performed on such date. The T-Mobile Parties are not in breach or default (nor has any event occurred which with notice, lapse of time, or both would constitute a breach of, or default) under any credit agreement or material mortgage, indenture, agreement, contract, commitment, lease, plan, license or other instrument, document or understanding, oral or written, related to indebtedness to which any T-Mobile Party is a party or subject, in each of the foregoing cases, in a manner that would, or to the knowledge of the T-Mobile Parties, reasonably could be expected to, prevent, impair or delay the T-Mobile Parties’ ability to satisfy their payment obligations under this Agreement when due. There are no other facts or circumstances that would, or to the knowledge of the T-Mobile Parties, reasonably could be expected to, prevent, impair or delay the T-Mobile Parties’ ability to satisfy their payment obligations under this Agreement when due. The T-Mobile Parties expressly acknowledge and agree that their obligations under this Agreement, including their obligations to pay the Purchase Price and to consummate the transactions contemplated hereby or any of the other transactions contemplated by this Agreement, are not subject to, or conditioned on, the receipt or availability of any funds or financing.

Section 4.8Solvency and Debtor Relief Laws

after giving effect to the transactions contemplated by this Agreement (including the payment of the Purchase Price and any other amounts required to be paid in connection with the transactions contemplated by this Agreement when due and the payment of all related fees and expenses). As of each of the date of this Agreement and the Closing Date, (x) no case, proceeding or process in which any T-Mobile Party or any of its respective Material Affiliates is a debtor, defendant or Person seeking an order for its own relief or reorganization under any Debtor Relief Laws has been brought or pending, or to the knowledge of the T-Mobile Parties has been threatened by or against a T-Mobile Party or any of its respective Material Affiliates, and (y) no T-Mobile Party or any of its respective Material Affiliates has taken any action in contemplation of, or that would constitute the basis for, the institution of any such case, proceeding or process. As used in this Agreement, the term “Solvent” shall mean, with respect to a particular date, that on such date, (A) the sum of the assets, at a fair valuation, of the applicable person or persons will exceed its or their debts, (B) such person or persons have not incurred and do not intend to incur, and do not believe that it or they will incur, debts beyond its or their ability to pay such debts as such debts mature, and (C) the applicable person or persons will have sufficient capital and liquidity with which to conduct its or their business. For purposes of this Section 4.8 and Section 3.9, (x) “claim” has the meaning ascribed to such term in section 101(5) of the Bankruptcy Code, (y) “debt” has the meaning ascribed to such term in section 101(12) of the Bankruptcy Code and (z) “Material Affiliates” shall mean each of the Subsidiaries of T-Mobile with consolidated total assets of such Subsidiary and its Subsidiaries, as set forth on the most recent balance sheet of such Subsidiary prepared in accordance with GAAP, equal to or greater than 5.0% of the consolidated total assets of T-Mobile.

(b)Each of the T-Mobile Parties has structured the transactions contemplated by this Agreement in good faith, as it relates to Debtor Relief Laws.

(c)Each T-Mobile Party acknowledges and agrees that the representations and warranties contained in this Section 4.8 constitute a material inducement to the Seller to enter into this Agreement and the transactions contemplated by this Agreement, and that the Seller would not have entered into this Agreement and the transactions contemplated by this Agreement absent the representations and warranties contained in this Section 4.8.

Section 4.9No Brokers

Section 4.10Disclaimer of Other Representations and Warranties

ARTICLE 5
COVENANTS AND OTHER AGREEMENTS

Section 5.1Covenants of the T-Mobile Parties and the Seller Pending the Closing

Section 5.2Confidentiality

(c)Notwithstanding the foregoing or the terms of the NDA, (i) each Party shall have the right to issue a press release regarding the transactions contemplated hereby in the form that has been previously approved by the other Party (such approval not to be unreasonably withheld, delayed or conditioned), (ii) each Party shall have the right to make disclosure of Transaction Information (as defined under the NDA) with respect to this Agreement or the transactions contemplated hereby to the extent such disclosure is required under applicable Law (including in connection with the making of any required filings or notifications to a Governmental Authority concerning the transactions described herein or in responding to any requests for information or documents made by a Governmental Authority investigating the transactions described herein) or the rules and regulations of a stock exchange on which such Party’s securities are traded, provided that the disclosing Party provides the other Party as much opportunity to review and comment in advance on such disclosure as is practicable under the circumstances and (iii) each Party shall have the right to make disclosure of the Transaction Information (as defined in the NDA) with respect to this Agreement, the Transaction Documents or the transactions contemplated hereby or by the other Transaction Documents in connection with any proceeding related to the enforcement of this Agreement. Notwithstanding the foregoing, no Party has to share in advance any filings made in connection with the transactions described herein under the HSR Act including any attachments thereto.

Section 5.3Compliance with Law; Compliance with Licenses; Non-Solicitation; Updates

Section 5.4Governmental Filings

(a)In connection with the Original Agreement, the Parties filed with the FCC the applications seeking the FCC Consent (the “FCC Applications”), which are to be amended in accordance with the First Closing License Purchase Agreement. As soon as practicable (and in any event no later than ten (10) Business Days) after December 6, 2024, or an earlier date if mutually agreed by the Parties, the Parties shall file with the FCC all applications or amendments necessary to obtain the FCC Consent consistent with the transactions contemplated by this Agreement (“Additional FCC Applications”). The Parties shall cooperate in the diligent submission of any additional information requested by the FCC with respect to the Additional FCC Applications and will use (and cause their respective Affiliates to use) their respective reasonable best efforts to take all steps necessary, proper or advisable to obtain the FCC Consent as soon as reasonably practicable after the filing date and, subject to Section 5.4(d), without any Burdensome Conditions. Without limiting the foregoing, once obtained, the Parties shall use their respective reasonable best efforts to (x) have the FCC remove conditions on the Seller Licenses associated with the Seller’s commitments and undertakings pursuant to the NSA and (y) maintain the effectiveness of the FCC Consent until the earlier of the Closing or the termination of this Agreement in accordance with its terms, including by cooperating to make such filings and taking such actions as may be necessary to extend the effectiveness of the FCC Consent. As soon as practicable after the date of this Agreement, the Seller shall request that the DOJ request in writing that the FCC remove upon Closing the condition on the Seller Licenses regarding compliance with the NSA and the Seller shall reasonably cooperate with, and reasonably provide

information and respond to requests by, DOJ and the FCC in connection with this request to remove the license condition.

(c)Each Party shall, and shall cause its Affiliates to, cooperate with the other Party in connection with the making of all filings and the obtaining of all approvals referred to in this Section 5.4 or in Section 9.1(b), including by (i) providing upon request copies of all such filings and attachments to the non-filing Party, (ii) furnishing all information required for all such filings, (iii) promptly keeping the other Party informed in all material respects of any material communication received by such Party or its Affiliates from, or given by such Party or its Affiliates to, any Governmental Authority relating to the approval of the transactions contemplated hereby and of any material communication received or given in connection with any proceeding by a private party relating to the approval of the transactions contemplated hereby by any Governmental Authority, and (iv) permitting the other Party to review in advance any material communication delivered to, and consulting with the other Party in advance of any meeting or conference with, any Governmental Authority relating to the transactions contemplated hereby or in connection with any proceeding by a private party relating to the approval of the transactions contemplated hereby by any Governmental Authority. To the extent practicable under the circumstances, no Party or its Affiliates shall participate in any meeting or discussion expected to address substantive matters related to the transactions contemplated hereby, either in person or by telephone (or otherwise remotely), with any Governmental Authority in connection with the proposed transaction unless, to the extent not prohibited by such Governmental Authority, it gives the other Party the opportunity to attend and observe. The Parties shall advise each other promptly in respect of any understandings, undertakings or agreements (oral or written) that any of them proposes to make or enter into with the FTC, the DOJ or any other Governmental Authority in connection with the transactions contemplated hereby. To the extent that confidential information of any Party is required to be filed with any Governmental Authority, the Party submitting such information shall, prior to such disclosure, (A) notify the Party whose confidential information is to be disclosed, and (B) together with the party whose information is to be disclosed, seek and use commercially reasonable efforts to secure confidential treatment of such information pursuant to the applicable protective order or other confidentiality procedures of such Governmental Authority. Subject to applicable Law, the Parties will consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and proposals made or submitted to any Governmental Authority regarding the transactions contemplated by this Agreement by or on behalf of any Party.

or any of its Affiliates to enter into a spectrum auction or acquire spectrum at auction. Furthermore, the undertakings set forth in Schedule B are incorporated into and are an integral part of this Section 5.4(d).

Section 5.5Withholding

Section 5.6Existing Lease

(b)Effective as of the earlier to occur of Closing and the termination of this Agreement in accordance with Section 7.1(a)(vi), notwithstanding anything in the Existing Lease to the contrary, the Existing Lease automatically shall terminate in full and be of no further force or effect solely with respect to the Seller Licenses (and shall remain in effect with respect to the 600 MHz licenses granted by the FCC subject to the First Closing License Purchase Agreement, subject to the terms and conditions thereof) such that, subject to Section 5.6(c), no Party or any of its Affiliates will have any further Liability thereunder, and the Parties shall, and shall cause their Affiliates to, take all such actions as are necessary to effect such termination.

ARTICLE 6
CONDITIONS TO CLOSING

Section 6.1Conditions to the Obligations of the T-Mobile Parties

(f)Any applicable waiting period under the HSR Act relating to the transactions contemplated by this Agreement shall have expired or been terminated, free of any Burdensome Condition.

(i)The First Closing shall have occurred.

(j)The T-Mobile Parties shall have received the deliverables set forth in Section 2.3(b).

Section 6.2Conditions to the Obligations of the Seller

(a)The FCC Consent shall have been obtained by one or more FCC Orders.

(f)Any applicable waiting period under the HSR Act relating to the transactions contemplated by this Agreement shall have expired or been terminated.

(g)The First Closing shall have occurred.

(h)The Seller shall have received the deliverables set forth in Section 2.3(c).

ARTICLE 7
TERMINATION

Section 7.1Termination

(a)This Agreement may be terminated before the Closing Date only as follows:

(i)by mutual written consent of the Parties;

(iv)by either T-Mobile or the Seller by written notice to the other, if the Closing does not occur by December 6, 2025 (the “Outside Date”) and the failure of the Closing to occur by the Outside Date does not result in whole or in part from a breach by the terminating Party (or if the terminating Party is T-Mobile, breach by any T-Mobile Party) of its obligations hereunder; provided that, if the FCC Consent has been obtained on or prior to December 6, 2025, then the Outside Date automatically shall be extended to June 6, 2026;

(vi)by T-Mobile by written notice to the Seller if the FCC imposes or the DOJ or the FTC obtains an order from a tribunal of competent jurisdiction that imposes any Burdensome Condition in connection with the pursuit of the FCC Consent, the expiration or early termination (if applicable) of the waiting period under the HSR Act or otherwise in connection with this Agreement or the transactions contemplated hereby so long as T-Mobile terminates this Agreement within forty (40) days of the FCC imposing, or the DOJ or the FTC obtaining an order imposing, the Burdensome Condition (each such date that is forty (40) days after either (x) the FCC imposing a Burdensome Condition or (y) the DOJ or FTC obtaining an order imposing a Burdensome Condition, a “Burdensome Condition Expiration Date”). Notwithstanding anything to the contrary in this Agreement, (A) if T-Mobile does not exercise the termination right set forth in this Section 7.1(a)(vi) prior to the Burdensome Condition Expiration Date with respect to the FCC imposing a Burdensome Condition, then the T-Mobile Parties shall be deemed to have waived the condition set forth in Section 6.1(a), solely with respect to each FCC Order being free of any Burdensome Condition, as of the 12:01am on such Burdensome Condition Expiration Date and (B) if T-Mobile does not exercise the termination right set forth in this Section 7.1(a)(vi) prior to the Burdensome Condition Expiration Date with respect to the DOJ or FTC obtaining an order imposing a Burdensome Condition, then the T-Mobile Parties shall be deemed to have waived the condition set forth in Section 6.1(f), solely with respect to the expiration or early termination (if applicable) of the waiting period under the HSR Act free of any Burdensome Condition, as of the 12:01am on such Burdensome Condition Expiration Date; or

(vii)by either T-Mobile or the Seller by written notice to the other if the First Closing License Purchase Agreement has been terminated in accordance with its terms.

of this Agreement; provided that (i) nothing herein shall relieve any Party from any Liability resulting from or arising out of any breach by such Party of this Agreement, and (ii) this Section 7.1(b) and Article 9 shall survive termination of this Agreement for any reason (it being understood that the survival of Section 9.11 shall not preclude a Party’s expenses from being included in damages for a breach of this Agreement by the other Party).

ARTICLE 8
SURVIVAL AND INDEMNIFICATION

Section 8.1Survival

All representations and warranties made by the Parties in this Agreement, and all covenants and agreements of the Parties set forth in this Agreement to be performed on or prior to the Closing Date, shall survive for a period lasting twelve (12) months after the Closing and shall expire at such time, except that (a) the representations contained in Sections 3.1, 3.2, 3.3, 3.4, 3.6(a), 3.6(e), 3.6(g) and 3.6(i) and Sections 4.1, 4.2, 4.3 and 4.4 shall survive for a period lasting three (3) years after the Closing and shall expire at such time and (b) claims for fraud shall survive for the applicable statute of limitations. All covenants and agreements to be performed after the Closing Date shall survive the Closing and continue in full force and effect until the full performance thereof or as otherwise provided herein. Any claim by a Party based upon breach of any such representation or warranty, covenant or agreement made pursuant to Section 8.2 or otherwise must be submitted to the other Party prior to the expiration of the applicable survival period, in which case such claim shall survive until fully-resolved and satisfied in accordance with such resolution. It is the express intent of the Parties to modify the applicable statute of limitations to the extent set forth in this Section 8.1.

Section 8.2General Indemnification Obligation

(a)From and after the Closing, each Party (the “Indemnifying Party”) agrees to indemnify and hold harmless the other Party (i.e., each of the T-Mobile Parties or the Seller, as the case may be) and its Affiliates, and its and their respective shareholders, partners, directors, officers, members, managers, agents, employees, successors and assigns (each, an “Indemnified Party”) against and in respect of any and all damages, losses, deficiencies, liabilities, assessments, fines, judgments, costs and other expenses (including reasonable legal fees and expenses and reasonable expenses of investigation) (“Losses”) actually incurred or suffered by any Indemnified Party, whether such Losses relate to claims, actions or causes of action asserted by any Indemnified Party against the Indemnifying Party or asserted by third parties, that result from, relate to or arise out of:

(i)any inaccuracy in or breach of the representations and warranties made by the Indemnifying Party herein or in any certificate or other document delivered pursuant hereto; and

(ii)any nonfulfillment or breach by the Indemnifying Party of any of the covenants or agreements made by the Indemnifying Party herein.

Section 8.3Limitations

Section 8.4Indemnification Procedures

Section 8.5Treatment of Payments

Any payment made pursuant to the indemnification obligations arising under Section 8.2 shall be treated as an adjustment to the purchase price to the extent permitted under applicable law.

Section 8.6Exclusive Remedy

Section 8.7Seller Assets

The Seller covenants and agrees that it shall maintain cash in an amount of not less than Four Hundred Thirteen Thousand Five Hundred Eleven Dollars ($413,511) during the period commencing on the Closing Date and ending on the one-year anniversary of the Closing Date and, during such period, such proceeds shall be available to the Seller to satisfy any indemnification obligations of the Seller under this Article 8, including to settle any litigation with third parties related to the Seller Licenses.

ARTICLE 9
MISCELLANEOUS

Section 9.1Assignment

(b)Prior to Closing, each of T-Mobile License and Nextel may assign all or a portion of its rights hereunder to receive any of the Seller Licenses to one or more controlled Affiliates of T-Mobile; provided that (i) such assignee, transferee or delegee is organized or incorporated in the State of Delaware and has the same ultimate parent entity (as that term is defined in the HSR Act) as T-Mobile Parties, (ii) the T-Mobile Parties furnish the Seller with reasonably satisfactory assurance of performance of this Agreement and the other Transaction Documents, and joinder to this Agreement and the other Transaction Documents (including pursuant to which such assignee, transferee or delegee makes the representations and warranties of the T-Mobile Parties in Article 4 as a condition precedent to any such assignment, (iii) the assignment, transfer or delegation would not reasonably be expected to prevent or delay by more than twenty (20) days the FCC’s approval of the transactions contemplated hereby or the expiration or termination of the waiting period under the HSR Act, (iv) no such assignment, transfer or delegation shall relieve any of the T-Mobile Parties or any successor in interest of any of the T-Mobile Parties of any of its obligations to the Seller hereunder; and (v) subject to Sections 5.4(c) and 5.4(d) of this Agreement and taking actions at the reasonable request and expense of the T-Mobile Parties as are reasonably necessary to effect an assignment pursuant to this Section 9.1(b), the T-Mobile Parties shall be solely responsible for any modifications of the Additional FCC Applications necessary to effect the assignment of rights contemplated by this Section 9.1(b).

(c)For purposes of this Section 9.1(c), a direct transfer, sale or disposition of a majority of the equity interests or voting interests of T-Mobile License or Nextel (or its Affiliate designee of T-Mobile License or Nextel pursuant to Section 9.1(b)) (whether by contract or otherwise) shall be deemed an assignment hereunder.

Section 9.2Further Assurances

Section 9.3Entire Agreement; Amendment

and understandings, oral or written, between or among the Parties regarding the transactions contemplated hereby; provided that, except as expressly set forth herein, nothing herein shall expand, limiting or otherwise modify the rights and obligations of the Parties or their Affiliates under the Existing Lease.

(b)This Agreement shall not be amended or modified except by written instrument duly executed by each of the Parties.

Section 9.4Waiver

Section 9.5Notices

If to the T-Mobile Parties (or any of them), to:

T-Mobile USA, Inc.

12920 SE 38th Street

Bellevue, Washington 98006

Attention: General Counsel

E-mail: Mark.Nelson@T-Mobile.com

with a required copy (which shall not itself constitute proper notice) to:

T-Mobile USA, Inc.

12920 SE 38th Street

Bellevue, Washington 98006

Attention: Senior Vice President, Corporate Strategy & Development

E-mail: Peter.Ewens@T-Mobile.com

and

DLA Piper LLP (US)

500 8th Street NW

Washington, DC 20004

Attention: Nancy Victory and Marc Samuel

Email: nancy.victory@us.dlapiper.com and marc.samuel@us.dlapiper.com

If to the Seller, to:

Channel 51 License Co LLC

701 Brickell Ave, Suite 1700

Miami, FL 33131

Attention: Paul Chisholm

Phone: (781) 526-2005

Email: paul@pchisholmco.net

with a required copy (which shall not itself constitute proper notice) to:

Hogan Lovells US LLP

8350 Broad Street, 17th Floor
Tysons, VA 22102

Attention: Randy Segal

Email: randy.segal@hoganlovells.com

and

Jenner & Block LLP

1099 New York Avenue, NW, Suite 900

Washington, DC 20001-4412

Attention: Trey Hanbury

Email: thanbury@jenner.com

Section 9.6Governing Law; Venue; Waiver of Jury Trial

THE EVENT OF ANY ACTION, SUIT, OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT, BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 9.6.

Section 9.7No Benefit to Others

Section 9.8United States Dollars; Headings, Gender, “Person,” and “including”

Section 9.9Severability

Section 9.10Counterparts and Electronic Signatures

Section 9.11Expenses

Except as otherwise provided in this Agreement, each Party shall pay its own expenses incidental to the preparation of this Agreement, the carrying out of the provisions of this Agreement and the consummation of the transactions contemplated hereby. Without limiting the generality of the foregoing, (a) each Party shall pay (and T-Mobile shall cause T-Mobile License or Nextel (or, subject to Section 9.1, an Affiliate of T-Mobile designated by T-Mobile), as applicable, to pay) the total filing fee payable by it as an “acquiring person” in connection with the filing of the HSR Notice, and (b) the T-Mobile Parties, on the one hand, and the Seller, on the other hand, each shall pay fifty percent (50%) of the filing and application fees in connection with the FCC Consent(s) with respect to the Seller Licenses, and each Party shall bear its own other expenses incurred in connection with each such filing described in this sentence. This Section shall survive termination of this Agreement, and shall apply irrespective of whether the Closing occurs, except as provided in Section 7.1(b).

Section 9.12Bulk Transfer Laws

Section 9.13Construction of “Seller License”

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written.


T-MOBILE USA, INC.			CHANNEL 51 LICENSE CO LLC

			By: Channel 51, LLC, its sole member
By: _/s/ Peter Osvaldik______________			By: _/s/ Paul Chisholm____________
Name: Peter Osvaldik			Name: Paul Chisholm
Title: Chief Financial Officer			Title: Managing Member

T-MOBILE LICENSE LLC

By: _/s/ Peter Osvaldik______________
Name: Peter Osvaldik
Title: Chief Financial Officer

NEXTEL WEST CORP.

By: _/s/ Peter Osvaldik______________
Name: Peter Osvaldik
Title: Chief Financial Officer

[Signature Page to License Purchase Agreement (Channel 51 - Second Closing)]

SCHEDULE A

Seller Licenses

FCC Callsign

Market Number - Market Name

Block

Service

Licensee/Seller

Assignee*

Purchase Price Allocation

WRCQ552

PEA003 - Chicago, IL

600 MHz

Channel 51 License Co LLC

Nextel West Corp.

$292,491,205

WRCQ554

PEA036 - New Orleans, LA

600 MHz

Channel 51 License Co LLC

T-Mobile License LLC

$19,189,490

*Subject to Section 9.1.

Exhibit 10.6


LICENSE PURCHASE AGREEMENT by and among T-MOBILE USA, INC., T-MOBILE LICENSE LLC, NEXTEL WEST CORP., and LB LICENSE CO, LLC Dated as of March 30, 2023

TABLE OF CONTENTS


			Page
ARTICLE 1 DEFINITIONS			2
ARTICLE 2 PURCHASE AND SALE OF LICENSES			5
Section 2.1 Purchase and Sale of Seller Licenses			5
Section 2.2 No Assumption of Liabilities			6
Section 2.3 Closing			6
ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE SELLER			7
Section 3.1 Organization			7
Section 3.2 Power and Authority			7
Section 3.3 Enforceability			7
Section 3.4 Non-Contravention			7
Section 3.5 Compliance With Laws			8
Section 3.6 Seller Licenses			8
Section 3.7 Litigation			10
Section 3.8 No Brokers			10
Section 3.9 Solvency and Debtor Relief Laws			10
Section 3.10 Disclaimer of Other Representations and Warranties			11
ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE T-MOBILE PARTIES			11
Section 4.1 Organization; Place of Business			11
Section 4.2 Power and Authority			11
Section 4.3 Enforceability			11
Section 4.4 Non-Contravention			12
Section 4.5 Litigation			12
Section 4.6 Qualification			12
Section 4.7 Available Funds			12
Section 4.8 Solvency and Debtor Relief Laws			13
Section 4.9 No Brokers			14
Section 4.10 Disclaimer of Other Representations and Warranties			14
ARTICLE 5 COVENANTS AND OTHER AGREEMENTS			14
Section 5.1 Covenants of the T-Mobile Parties and the Seller Pending the Closing			14
Section 5.2 Confidentiality			14
Section 5.3 Compliance with Law; Compliance with Licenses; Non-Solicitation; Updates			15
Section 5.4 Governmental Filings			16
Section 5.5 Withholding			18
Section 5.6 Existing Lease			18
ARTICLE 6 CONDITIONS TO CLOSING			19
Section 6.1 Conditions to the Obligations of the T-Mobile Parties			19
Section 6.2 Conditions to the Obligations of the Seller			20
ARTICLE 7 TERMINATION			20
Section 7.1 Termination			20

- i -


ARTICLE 8 SURVIVAL AND INDEMNIFICATION			22
Section 8.1 Survival			22
Section 8.2 General Indemnification Obligation			23
Section 8.3 Limitations			23
Section 8.4 Indemnification Procedures			24
Section 8.5 Treatment of Payments			25
Section 8.6 Exclusive Remedy			25
Section 8.7 Seller Assets			25
ARTICLE 9 MISCELLANEOUS			26
Section 9.1 Assignment			26
Section 9.2 Further Assurances			26
Section 9.3 Entire Agreement; Amendment			26
Section 9.4 Waiver			27
Section 9.5 Notices			27
Section 9.6 Governing Law; Venue; Waiver of Jury Trial			28
Section 9.7 No Benefit to Others			29
Section 9.8 United States Dollars; Headings, Gender, “Person,” and “including”			29
Section 9.9 Severability			30
Section 9.10 Counterparts and Electronic Signatures			30
Section 9.11 Expenses			30
Section 9.12 Bulk Transfer Laws			30
Section 9.13 Construction of “Seller License”			30

- ii -

LICENSE PURCHASE AGREEMENT

THIS LICENSE PURCHASE AGREEMENT (this “Agreement”), dated as of March 30, 2023, is entered into by and among (i) T-MOBILE USA, INC., a Delaware corporation (“T-Mobile”), T-MOBILE LICENSE LLC, a Delaware limited liability company (“T-Mobile License”), and NEXTEL WEST CORP., a Delaware corporation (“Nextel” and collectively with T-Mobile and T-Mobile License, the “T-Mobile Parties”), and (ii) LB LICENSE CO, LLC, a Delaware limited liability company (“LB License” or the “Seller”). Each T-Mobile Party and the Seller is a “Party,” and the T-Mobile Parties and the Seller are the “Parties”; provided that as the context requires (i.e., when the applicable provision describes a two-party relationship or interaction), the T-Mobile Parties, collectively, shall be deemed to be a single Party.

WHEREAS, the Seller holds the 600 MHz licenses granted by the FCC that are identified in Schedule A (the “Seller Licenses”) for the Dallas, Texas market;

WHEREAS, concurrently with the execution and delivery of this Agreement, the Parties are entering into an amended and restated license purchase agreement (the “First Closing License Purchase Agreement”) pursuant to which the T-Mobile Parties will purchase from Seller and Seller will sell to the T-Mobile Parties certain 600 MHz licenses granted by the FCC (for the St. Louis, Missouri, Salt Lake City, Utah, Atlanta, Georgia, San Francisco, California, Tampa, Florida, Columbus, Ohio, Minneapolis-St. Paul, Minnesota, Seattle Washington, Philadelphia, Pennsylvania, Baltimore, Maryland – Washington, DC, Dallas, Texas and Phoenix, Arizona markets, as more specifically identified therein); and

WHEREAS, concurrently with the execution and delivery of this Agreement, the T-Mobile Parties and Channel 51 License Co LLC (“Channel 51”) are entering into (i) an amended and restated license purchase agreement pursuant to which the T-Mobile Parties will purchase from Channel 51 and Channel 51 will sell to the T-Mobile Parties, certain 600 MHz licenses granted by the FCC (for the Houston, Texas, Chicago, Illinois, Los Angeles, California and Boston, Massachusetts markets, as more specifically identified therein) and (ii) a license purchase agreement pursuant to which the T-Mobile Parties will purchase from Channel 51 and Channel 51 will sell to the T-Mobile Parties, an additional 600 MHz license granted by the FCC (for the Chicago, Illinois and New Orleans, Louisiana markets, as more specifically identified therein).

ARTICLE 1
DEFINITIONS

As used in this Agreement, the following terms shall have the meanings set forth or referenced below:

“Additional FCC Applications” has the meaning set forth in Section 5.4(a).

“Agreement” means this Agreement and all Exhibits and Schedules hereto, as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof.

“Bankruptcy Code” means title 11 of the United States Code, 11 U.S.C. §§101-1532, as amended from time to time.

“Burdensome Condition” has the meaning set forth on Schedule B.

“Burdensome Condition Expiration Date” has the meaning set forth in Section 7.1(a)(vi).

“Business Day” means any day, other than a Saturday or Sunday, on which commercial banks and foreign exchange markets are open for business in the county of New York, State of New York.

“Cash” means cash in Dollars.

“Channel 51” has the meaning set forth in the recitals.

“Claim Notice” has the meaning set forth in Section 8.4(a).

“Closing” has the meaning set forth in Section 2.3(a).

“Closing Date” has the meaning set forth in Section 2.3(a).

“Code” means the Internal Revenue Code of 1986, as amended.

“Delaware Courts” has the meaning set forth in Section 9.6.

“Disclosure Schedule” has the meaning set forth in Article 3.

“DOJ” means the United States Department of Justice.

“Existing Lease” has the meaning set forth in the recitals.

“FCC” means the Federal Communications Commission or any successor entity thereto.

“FCC Applications” has the meaning set forth in Section 5.4(a).

“FCC Order” means a written action or order by the FCC or any of its bureaus.

“FCC Order Condition” has the meaning set forth in Section 6.1(a).

“FCC Rules” means the rules, regulations and orders of the FCC.

“First Closing” means the consummation of the transactions contemplated by the First Closing License Purchase Agreement.

“First Closing License Purchase Agreement” has the meaning set forth in the recitals.

“FTC” means the United States Federal Trade Commission.

“Governmental Authority” means a federal, state or local court, legislature, governmental agency, commission or regulatory or administrative authority or instrumentality.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended, any successor statute thereto, and the rules and regulations promulgated thereunder.

“HSR Notice” has the meaning set forth in Section 5.4(b).

“Indemnified Party” has the meaning set forth in Section 8.2(a).

“Indemnifying Party” has the meaning set forth in Section 8.2(a).

“LB License” has the meaning set forth in the preamble.

“Liabilities” means any direct or indirect liability, indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, of any kind or nature

whatsoever, whether fixed or unfixed, known or unknown, asserted or unasserted, choate or inchoate, liquidated or unliquidated, secured or unsecured, accrued, contingent or otherwise.

“Losses” has the meaning set forth in Section 8.2(a).

“Material Affiliates” has the meaning set forth in Section 4.8(a).

“NDA” has the meaning set forth in Section 5.2(a).

“NSA” has the meaning set forth in Section 3.4.

“Outside Date” has the meaning set forth in Section 7.1(a)(iv).

“Party(ies)” has the meaning set forth in the preamble.

“Person” has the meaning set forth in Section 9.8.

“Purchase Price” has the meaning set forth in Section 2.1(b).

“Seller” has the meaning set forth in the preamble.

“Seller Licenses” has the meaning set forth in the recitals.

“Solvent” has the meaning set forth in Section 4.8(a).

“Subsidiaries” means, as to any Person, the Affiliates of such Person that, directly or indirectly, are controlled by such Person.

“T-Mobile” has the meaning set forth in the preamble.

“T-Mobile License” has the meaning set forth in the preamble.

“T-Mobile Parties” has the meaning set forth in the preamble.

ARTICLE 2
PURCHASE AND SALE OF LICENSES

Section 2.1Purchase and Sale of Seller Licenses

(a)At the Closing, the Seller shall grant, sell, convey, assign, transfer and deliver to T-Mobile License and/or Nextel as set forth on Schedule A (or, subject to Section 9.1, another Affiliate of T-Mobile designated by T-Mobile), free and clear of all Liens (other than conditions and limitations placed on the Seller Licenses by the FCC that are generally applicable to 600 MHz licenses), and T-Mobile License and/or Nextel, as applicable, to purchase (or, subject to Section 9.1, cause the applicable Affiliate of T-Mobile to purchase), and T-Mobile shall cause T-Mobile License and/or Nextel, as applicable, to purchase (or, subject to Section 9.1, cause the applicable Affiliate of T-Mobile to purchase) from the Seller, all right, title and interest of the Seller in and to the Seller Licenses (as set forth on Schedule A).

(b)In consideration for the grant, sale, conveyance, assignment, transfer and delivery of the Seller Licenses as set forth in Section 2.1(a), the T-Mobile Parties shall pay or cause to be paid, an aggregate amount in Cash equal to One Hundred Eighty Million Three Hundred Sixteen Thousand Seven Hundred Forty-Four Dollars ($180,316,744), less the applicable prepaid amount under the Existing Lease in accordance with Section 5.6(c) (the “Purchase Price”), which shall be payable as follows:

(i)at the Closing to the Seller, an amount in Cash equal to the Purchase Price by wire transfer of immediately available funds to such account(s) as the Seller shall designate no later than three (3) Business Days prior to such payment date. In no event shall the Purchase Price be pro-rated or adjusted if Closing occurs but not all Seller Licenses are assigned to T-Mobile License and/or Nextel (or, subject to Section 9.1, an Affiliate of T-Mobile designated by T-Mobile), as applicable at Closing because a Burdensome Condition was imposed and T-Mobile failed to exercise its termination right set forth in Section 7.1(a)(vi) prior to the applicable Burdensome Condition Expiration Date.

(ii) Notwithstanding anything to the contrary in this Agreement, each T-Mobile Party hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability hereunder in consideration of the agreements provided by the Seller under this Agreement, for the mutual benefit, directly and indirectly, of each T-Mobile Party and in consideration of the undertakings of the T-Mobile Parties to accept joint and several liability for the Purchase Price and all other obligations from time to time owing by the T-Mobile Parties to the Seller under this Agreement. Accordingly, each T-Mobile Party hereby waives any and all suretyship defenses with respect to the obligations of the other T-Mobile Party under this Agreement that would otherwise be available to such T-Mobile Party under applicable law.

Section 2.2No Assumption of Liabilities

FOR ALL OF THE LIABILITIES ARISING FROM AND AFTER THE CLOSING OUT OF OR RELATING TO THE OWNERSHIP, OPERATION OR USE OF THE SELLER LICENSES.

Section 2.3Closing

(a)Unless this Agreement shall have been earlier terminated in accordance with the provisions of this Agreement, the closing of the transactions contemplated by this Agreement (the “Closing”) shall be consummated via electronic document exchange at 10:00 a.m. Eastern time (i) on the date designated by T-Mobile that is not more than five (5) days after the satisfaction or T-Mobile’s waiver in writing of the FCC Order Condition (and on not less than three (3) Business Days prior written notice from T-Mobile to the Seller), but subject to the satisfaction or waiver of the conditions set forth in Article 6, or (ii) at such other time or place as may be agreed upon in writing by T-Mobile and the Seller. The date of the Closing is referred to herein as the “Closing Date”.

(c)Subject to the last sentence of this Section 2.3(c), at the Closing, the T-Mobile Parties shall deliver to the Seller: (i) with respect to the Seller Licenses, an instrument of assignment in the form attached hereto as Exhibit A, executed by T-Mobile License and/or Nextel (or, subject to Section 9.1, an Affiliate of T-Mobile designated by T-Mobile), as applicable; and (ii) the closing certificate required to be delivered pursuant to Section 6.2(d), executed by an authorized officer of each of the T-Mobile Parties. Notwithstanding the foregoing, to the extent that, subject to Section 9.1, an Affiliate of T-Mobile designated by T-Mobile is to receive assignment of the Seller Licenses, such designated Affiliate shall also be made a party (in addition to the T-Mobile Parties) and execute the deliverable set forth in clause (ii) of this Section 2.3(c) as a condition to the Seller’s obligation to consummate the Closing.

ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF THE SELLER

Section 3.1Organization

The Seller is a limited liability company, duly formed and validly existing under the laws of the State of Delaware.

Section 3.2Power and Authority

Agreement have been duly authorized by all necessary limited liability company action on the part of the Seller. This Agreement has been, and the other Transaction Documents to which the Seller is a party have been, or will be, duly executed and delivered by the Seller.

Section 3.3Enforceability

Section 3.4Non-Contravention

Upon the receipt of the FCC Consent, compliance with any applicable requirements of the HSR Act and the giving of any post-Closing notifications required by the FCC or state Governmental Authorities, the execution, delivery and performance by the Seller of this Agreement and the other Transaction Documents to which the Seller is, or will be, a party do not and will not violate or conflict with or result in the breach of any term, condition or provision of, or require the consent of or giving of notice to any other Person under, (a) any Law to which the Seller or the Seller Licenses is subject (except as may be required by the T-Mobile Parties’ circumstances), (b) any judgment, order, writ, injunction, decree or award of any court, arbitrator or governmental or regulatory official, body or authority that is applicable to the Seller or any of the Seller Licenses, (c) the limited liability company agreement or other governing documents of the Seller, or (d) any material mortgage, indenture, agreement (including, but not limited to the Letter of Agreement from Monish Kundra, Member, Board of Directors, LB License, to Assistant Attorney General for National Security, DOJ, dated July 20, 2018 (the “NSA”)), contract, commitment, lease, plan, license or other instrument, document or understanding, oral or written, to which the Seller is a party or subject, by which the Seller may have rights or by which any of the Seller Licenses may be bound or affected, or give any party with rights thereunder the right to terminate, modify, accelerate or otherwise materially change the existing rights or obligations of the Seller thereunder.

Section 3.5Compliance With Laws

Section 3.6Seller Licenses

The Seller has not used or granted any of the Seller Licenses or granted any rights therein, except in accordance with the Existing Lease or as noted in the Disclosure Schedule.

(e)No amounts (including installment payments consisting of principal and/or interest or late payment fees) are due to the FCC or the United States Department of the Treasury in respect of the Seller Licenses. The consummation of the transactions contemplated hereunder will not cause the FCC to impose any unjust enrichment penalties pursuant to 47 C.F.R. §1.2111 with respect to the Seller Licenses.

(h)With respect to each Seller License, (i) all material documents required to be filed at any time by the Seller with the FCC or pursuant to the NSA with respect to such Seller License have been timely filed or the time period for such filing has not lapsed, and (ii) all such documents filed since the date that such Seller License was first issued or transferred to the Seller or any Affiliate thereof are correct in all material respects. None of the Seller Licenses are subject to any conditions other than those appearing on the face of the Seller Licenses and those imposed by the FCC Rules upon the wireless communications services industry generally or upon 600 MHz licenses or licensees generally. There are no obligations to make any payments to the FCC associated with any Seller License, nor will the consummation of the transactions contemplated hereby cause the FCC to require any Party or any of its Affiliates to refund to the FCC all or any portion of any bidding credit that the Seller or any of its past or current Affiliates received from the FCC in connection with any Seller License.

Section 3.7Litigation

Section 3.8No Brokers

Section 3.9Solvency and Debtor Relief Laws

(a)The Seller is Solvent as of the date of this Agreement and will, after giving effect to the transactions contemplated by this Agreement, the receipt of the Purchase Price when due (assuming timely payment thereof by the T-Mobile Parties), and the payment of all related fees and expenses, be Solvent at and immediately after the Closing. No case, proceeding or process in which the Seller is a debtor, defendant or party seeking an order for its own relief or reorganization has been brought or is pending, or to the knowledge of the Seller, threatened, by or against the Seller under any Debtor Relief Laws. The Seller has not taken any action in

contemplation of, or that would constitute the basis for, the institution of any such case, proceeding or process.

(b)The Seller has no intention of, and is not contemplating, seeking relief under any Debtor Relief Laws within one hundred eighty (180) days after the Closing.

(c)The Seller has structured the transactions contemplated by this Agreement in good faith, as it relates to Debtor Relief Laws.

Section 3.10Disclaimer of Other Representations and Warranties

ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF THE T-MOBILE PARTIES

Each T-Mobile Party jointly and severally hereby represents and warrants to the Seller as follows:

Section 4.1Organization; Place of Business

Each T-Mobile Party is a corporation or limited liability company, as the case may be, duly organized and validly existing under the laws of the State of Delaware.

Section 4.2Power and Authority

Section 4.3Enforceability

Section 4.4Non-Contravention

Upon the receipt of the FCC Consent, compliance with any applicable requirements of the HSR Act and the giving of any post-Closing notifications required by the FCC or state Governmental Authorities, the execution, delivery and performance by each T-Mobile Party of this Agreement and the other Transaction Documents to which such T-Mobile Party is a party do not and will not violate or conflict with or result in the breach of any term, condition or provision of, or require the consent of or giving of notice to any other Person under, (i) any Law to which any T-Mobile Party is subject (except as may be required by the Seller’s circumstances), (ii) any judgment, order, writ, injunction, decree or award of any court, arbitrator or governmental or regulatory official, body or authority that is applicable to any T-Mobile Party, (iii) the articles of incorporation, certificate of formation, bylaws, operating agreement or similar organizational documents of any T-Mobile Party, or (iv) any credit agreement or material mortgage, indenture, agreement, contract, commitment, lease, plan, license or other instrument, document or understanding, oral or written, to which any T-Mobile Party is a party or subject, by which any T-Mobile Party may have rights, or give any party with rights thereunder the right to terminate, modify, accelerate or otherwise materially change the existing rights or obligations of any T-Mobile Party thereunder.

Section 4.5Litigation

Section 4.6Qualification

Section 4.7Available Funds

The T-Mobile Parties (a) will have available to them unrestricted cash on hand or other immediately available sources sufficient to satisfy, no later than the date they become due, all of the T-Mobile Parties’ payment obligations under Section 2.1(b) and to consummate the transactions contemplated hereby and to satisfy all other monetary and other obligations of the T-Mobile Parties under this Agreement, and (b) will have at Closing the resources and capabilities (financial or otherwise) to perform its obligations to be performed on such date. The T-Mobile Parties are not in breach or default (nor has any event occurred which with notice, lapse of time, or both would constitute a breach of, or default) under any credit agreement or material mortgage, indenture, agreement, contract, commitment, lease, plan, license or other instrument, document or understanding, oral or written, related to indebtedness to which any T-Mobile Party is a party or subject, in each of the foregoing cases, in a manner that would, or to the knowledge of the T-Mobile Parties, reasonably could be expected to, prevent, impair or delay the T-Mobile Parties’ ability to satisfy their payment obligations under this Agreement when due. There are no other facts or circumstances that would, or to the knowledge of the T-Mobile Parties, reasonably could be expected to, prevent, impair or delay the T-Mobile Parties’ ability to satisfy their payment obligations under this Agreement when due. The T-Mobile Parties expressly acknowledge and agree that their obligations under this Agreement, including their obligations to pay the Purchase Price and to consummate the transactions contemplated hereby or any of the other transactions contemplated by this Agreement, are not subject to, or conditioned on, the receipt or availability of any funds or financing.

Section 4.8Solvency and Debtor Relief Laws

(a)The T-Mobile Parties and their respective Material Affiliates (on a consolidated basis) and each T-Mobile Party and its respective Material Affiliates (each on a stand-alone basis): (i) is Solvent as of the date of this Agreement; and (ii) will be Solvent immediately after (x) the date of this Agreement, after giving effect to the execution of this Agreement and taking into account the obligations of the T-Mobile Parties under this Agreement, and (y) the Closing Date, after giving effect to the transactions contemplated by this Agreement (including the payment of the Purchase Price and any other amounts required to be paid in connection with the transactions contemplated by this Agreement when due and the payment of all related fees and expenses). As of each of the date of this Agreement and the Closing Date, (x) no case, proceeding or process in which any T-Mobile Party or any of its respective Material Affiliates is a debtor, defendant or Person seeking an order for its own relief or reorganization under any Debtor Relief Laws has been brought or pending, or to the knowledge of the T-Mobile Parties has been threatened by or against a T-Mobile Party or any of its respective Material Affiliates, and (y) no T-Mobile Party or any of its respective Material Affiliates has taken any action in contemplation of, or that would constitute the basis for, the institution of any such case, proceeding or process. As used in this Agreement, the term “Solvent” shall mean, with respect to a particular date, that on such date, (A) the sum of the assets, at a fair valuation, of the applicable person or persons will exceed its or their debts, (B) such person or persons have not incurred and do not intend to incur, and do not believe that it or they will incur, debts beyond its or their ability to pay such debts as such debts mature, and (C) the applicable person or persons will have sufficient capital and liquidity with which to conduct its or their business. For purposes of this Section 4.8 and Section 3.9, (x) “claim” has the meaning ascribed to such term in section 101(5) of the Bankruptcy Code, (y) “debt” has the meaning ascribed to such term in section 101(12) of the Bankruptcy Code and (z) “Material Affiliates” shall mean each of the Subsidiaries of T-Mobile with consolidated total assets of such Subsidiary and its Subsidiaries, as set forth on the most recent balance sheet of such Subsidiary prepared in accordance with GAAP, equal to or greater than 5.0% of the consolidated total assets of T-Mobile.

(b)Each of the T-Mobile Parties has structured the transactions contemplated by this Agreement in good faith, as it relates to Debtor Relief Laws.

Section 4.9No Brokers

Section 4.10Disclaimer of Other Representations and Warranties

ARTICLE 5
COVENANTS AND OTHER AGREEMENTS

Section 5.1Covenants of the T-Mobile Parties and the Seller Pending the Closing

Section 5.2Confidentiality

Section 5.3Compliance with Law; Compliance with Licenses; Non-Solicitation; Updates

Section 5.4Governmental Filings

(a)In connection with the Original Agreement, the Parties filed with the FCC the applications seeking the FCC Consent (the “FCC Applications”), which are to be amended in accordance with the First Closing License Purchase Agreement. As soon as practicable (and in any event no later than ten (10) Business Days) after June 14, 2023, or an earlier date if mutually agreed by the Parties, the Parties shall file with the FCC all applications or amendments necessary to obtain the FCC Consent consistent with the transactions contemplated by this Agreement (“Additional FCC Applications”). The Parties shall cooperate in the diligent submission of any additional information requested by the FCC with respect to the Additional FCC Applications and will use (and cause their respective Affiliates to use) their respective reasonable best efforts to take all steps necessary, proper or advisable to obtain the FCC Consent as soon as reasonably practicable after the filing date and, subject to Section 5.4(d), without any Burdensome Conditions. Without limiting the foregoing, once obtained, the Parties shall use their respective reasonable best efforts to (x) have the FCC remove conditions on the Seller Licenses associated with the Seller’s commitments and undertakings pursuant to the NSA and (y) maintain the effectiveness of the FCC Consent until the earlier of the Closing or the termination of this Agreement in accordance with its terms, including by cooperating to make such filings and taking such actions as may be necessary to extend the effectiveness of the FCC Consent. As soon as practicable after the date of this Agreement, the Seller shall request that the DOJ request in writing that the FCC remove upon Closing the condition on the Seller Licenses regarding compliance with the NSA and the Seller shall reasonably cooperate with, and reasonably provide information and respond to requests by, DOJ and the FCC in connection with this request to remove the license condition.

any proceeding by a private party relating to the approval of the transactions contemplated hereby by any Governmental Authority, and (iv) permitting the other Party to review in advance any material communication delivered to, and consulting with the other Party in advance of any meeting or conference with, any Governmental Authority relating to the transactions contemplated hereby or in connection with any proceeding by a private party relating to the approval of the transactions contemplated hereby by any Governmental Authority. To the extent practicable under the circumstances, no Party or its Affiliates shall participate in any meeting or discussion expected to address substantive matters related to the transactions contemplated hereby, either in person or by telephone (or otherwise remotely), with any Governmental Authority in connection with the proposed transaction unless, to the extent not prohibited by such Governmental Authority, it gives the other Party the opportunity to attend and observe. The Parties shall advise each other promptly in respect of any understandings, undertakings or agreements (oral or written) that any of them proposes to make or enter into with the FTC, the DOJ or any other Governmental Authority in connection with the transactions contemplated hereby. To the extent that confidential information of any Party is required to be filed with any Governmental Authority, the Party submitting such information shall, prior to such disclosure, (A) notify the Party whose confidential information is to be disclosed, and (B) together with the party whose information is to be disclosed, seek and use commercially reasonable efforts to secure confidential treatment of such information pursuant to the applicable protective order or other confidentiality procedures of such Governmental Authority. Subject to applicable Law, the Parties will consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and proposals made or submitted to any Governmental Authority regarding the transactions contemplated by this Agreement by or on behalf of any Party.

Section 5.5Withholding

Section 5.6Existing Lease

(a)Until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the Parties shall, and shall cause their controlled Affiliates, to take all such actions

as are necessary to maintain the Existing Lease in full force and effect on its current terms with respect to the Seller Licenses, including (i) extending the terms of the Existing Lease following execution of this Agreement no later than thirty (30) days prior to the expiration of its then-current terms, (ii) not giving any notice of termination under the Existing Lease and (iii) making such filings with the FCC, in good faith cooperation with the other Parties, as may be necessary in connection with the foregoing.

ARTICLE 6
CONDITIONS TO CLOSING

Section 6.1Conditions to the Obligations of the T-Mobile Parties

(f)Any applicable waiting period under the HSR Act relating to the transactions contemplated by this Agreement shall have expired or been terminated, free of any Burdensome Condition.

(i)The First Closing shall have occurred.

(j)The T-Mobile Parties shall have received the deliverables set forth in Section 2.3(b).

Section 6.2Conditions to the Obligations of the Seller

(a)The FCC Consent shall have been obtained by one or more FCC Orders.

(f)Any applicable waiting period under the HSR Act relating to the transactions contemplated by this Agreement shall have expired or been terminated.

(g)The First Closing shall have occurred.

(h)The Seller shall have received the deliverables set forth in Section 2.3(c).

ARTICLE 7
TERMINATION

Section 7.1Termination

(a)This Agreement may be terminated before the Closing Date only as follows:

(i)by mutual written consent of the Parties;

(vii)by either T-Mobile or the Seller by written notice to the other if the First Closing License Purchase Agreement has been terminated in accordance with its terms.

ARTICLE 8
SURVIVAL AND INDEMNIFICATION

Section 8.1Survival

upon breach of any such representation or warranty, covenant or agreement made pursuant to Section 8.2 or otherwise must be submitted to the other Party prior to the expiration of the applicable survival period, in which case such claim shall survive until fully-resolved and satisfied in accordance with such resolution. It is the express intent of the Parties to modify the applicable statute of limitations to the extent set forth in this Section 8.1.

Section 8.2General Indemnification Obligation

(i)any inaccuracy in or breach of the representations and warranties made by the Indemnifying Party herein or in any certificate or other document delivered pursuant hereto; and

(ii)any nonfulfillment or breach by the Indemnifying Party of any of the covenants or agreements made by the Indemnifying Party herein.

Section 8.3Limitations

Section 8.4Indemnification Procedures

have the right in its sole discretion to conduct the defense of, and to settle or to consent to the entry of judgment with respect to, any such claim; provided that, except with the consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed), no settlement or consent to the entry of judgment of any such claim shall be determinative of the amount of Losses relating to such matter or any indemnification obligation of the Indemnifying Party under this Article 8. In the event that the Indemnifying Party has consented to any such settlement, entry of judgment, adjustment or compromise, the amount of such settlement, entry of judgment, adjustment or compromise so approved shall be conclusively deemed to be a liability of the Indemnifying Party hereunder (if it is determined that the Indemnifying Party has liability for such claim or demand).

Section 8.5Treatment of Payments

Any payment made pursuant to the indemnification obligations arising under Section 8.2 shall be treated as an adjustment to the purchase price to the extent permitted under applicable law.

Section 8.6Exclusive Remedy

Section 8.7Seller Assets

The Seller covenants and agrees that it shall maintain cash in an amount of not less than Two Hundred Seventy-Nine Thousand Sixteen Dollars ($279,016) during the period commencing on the Closing Date and ending on the one-year anniversary of the Closing Date and, during such period, such proceeds shall be available to the Seller to satisfy any indemnification obligations of the Seller under this Article 8, including to settle any litigation with third parties related to the Seller Licenses.

ARTICLE 9
MISCELLANEOUS

Section 9.1Assignment

(b)Prior to Closing, each of T-Mobile License and Nextel may assign all or a portion of its rights hereunder to receive any of the Seller Licenses to one or more controlled Affiliates of T-Mobile; provided that (i) such assignee, transferee or delegee is organized or incorporated in the State of Delaware and has the same ultimate parent entity (as that term is defined in the HSR Act) as T-Mobile Parties, (ii) the T-Mobile Parties furnish the Seller with reasonably satisfactory assurance of performance of this Agreement and the other Transaction Documents, and joinder to this Agreement and the other Transaction Documents (including pursuant to which such assignee, transferee or delegee makes the representations and warranties of the T-Mobile Parties in Article 4 as a condition precedent to any such assignment, (iii) the assignment, transfer or delegation would not reasonably be expected to prevent or delay by more than twenty (20) days the FCC’s approval of the transactions contemplated hereby or the expiration or termination of the waiting period under the HSR Act, (iv) no such assignment, transfer or delegation shall relieve any of the T-Mobile Parties or any successor in interest of any of the T-Mobile Parties of any of its obligations to the Seller hereunder; and (v) subject to Sections 5.4(c) and 5.4(d) of this Agreement and taking actions at the reasonable request and expense of the T-Mobile Parties as are reasonably necessary to effect an assignment pursuant to this Section 9.1(b), the T-Mobile Parties shall be solely responsible for any modifications of the Additional FCC Applications necessary to effect the assignment of rights contemplated by this Section 9.1(b).

Section 9.2Further Assurances

Section 9.3Entire Agreement; Amendment

(a)This Agreement, including its Schedules and Exhibits, which are specifically incorporated herein, together with the NDA, set forth the entire understanding of the Parties with respect to the transactions contemplated hereby and supersede any and all previous agreements and understandings, oral or written, between or among the Parties regarding the transactions contemplated hereby; provided that, except as expressly set forth herein, nothing herein shall expand, limiting or otherwise modify the rights and obligations of the Parties or their Affiliates under the Existing Lease.

(b)This Agreement shall not be amended or modified except by written instrument duly executed by each of the Parties.

Section 9.4Waiver

Section 9.5Notices

If to the T-Mobile Parties (or any of them), to:

T-Mobile USA, Inc.

12920 SE 38th Street

Bellevue, Washington 98006

Attention: General Counsel

E-mail: Mark.Nelson@T-Mobile.com

with a required copy (which shall not itself constitute proper notice) to:

T-Mobile USA, Inc.

12920 SE 38th Street

Bellevue, Washington 98006

Attention: Senior Vice President, Corporate Strategy & Development

E-mail: Peter.Ewens@T-Mobile.com

and

DLA Piper LLP (US)

500 8th Street NW

Washington, DC 20004

Attention: Nancy Victory and Marc Samuel

Email: nancy.victory@us.dlapiper.com and marc.samuel@us.dlapiper.com

If to the Seller, to:

LB License Co, LLC

701 Brickell Ave, Suite 1700

Miami, FL 33131

Attention: Monish Kundra

Phone: (703) 519-3029

Email: monish.kundra@colcap.com

with a required copy (which shall not itself constitute proper notice) to:

Hogan Lovells US LLP

8350 Broad Street, 17th Floor
Tysons, VA 22102

Attention: Randy Segal

Email: randy.segal@hoganlovells.com

and

Jenner & Block LLP

1099 New York Avenue, NW, Suite 900

Washington, DC 20001-4412

Attention: Trey Hanbury

Email: thanbury@jenner.com

Section 9.6Governing Law; Venue; Waiver of Jury Trial

Section 9.7No Benefit to Others

Section 9.8United States Dollars; Headings, Gender, “Person,” and “including”

Section 9.9Severability

Section 9.10Counterparts and Electronic Signatures

Section 9.11Expenses

Section shall survive termination of this Agreement, and shall apply irrespective of whether the Closing occurs, except as provided in Section 7.1(b).

Section 9.12Bulk Transfer Laws

Section 9.13Construction of “Seller License”

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written.


T-MOBILE USA, INC.			LB LICENSE CO, LLC

By: _/s/ Peter Osvaldik______________			By: _/s/ Monish Kundra________________
Name: Peter Osvaldik			Name: Monish Kundra
Title: Chief Financial Officer			Title: Authorized Signatory

T-MOBILE LICENSE LLC

By: _/s/ Peter Osvaldik______________
Name: Peter Osvaldik
Title: Chief Financial Officer

NEXTEL WEST CORP.

By: _/s/ Peter Osvaldik______________
Name: Peter Osvaldik
Title: Chief Financial Officer

[Signature Page to License Purchase Agreement (LB License - Second Closing)]

SCHEDULE A

Seller Licenses

FCC Callsign

Market Number - Market Name

Block

Service

Licensee/Seller

Assignee*

Purchase Price Allocation

WQZM737

PEA008 - Dallas, TX

600 MHz

LB License Co, LLC

Nextel West Corp.

$180,316,744

*Subject to Section 9.1.

EXHIBIT 22.1

Subsidiary Guarantors and Issuers of Guaranteed Securities

Guaranteed Securities

The following securities (collectively, the “T-Mobile USA Senior Notes”) issued by T-Mobile USA, Inc., a Delaware corporation and wholly-owned subsidiary of T-Mobile US, Inc. (the “Company”), were outstanding as of March 31, 2023, including those that may no longer be subject to reporting as provided by Regulation S-X Rule 13-01:


Description of Notes
3.500% senior notes due 2025
1.500% senior notes due 2026
2.250% senior notes due 2026
2.625% senior notes due 2026
3.750% senior notes due 2027
5.375% senior notes due 2027
4.750% senior notes due 2028
4.750% senior notes due 2028-1 held by affiliate
2.050% senior notes due 2028
4.950% senior notes due 2028
2.625% senior notes due 2029
2.400% senior notes due 2029
3.375% senior notes due 2029
3.875% senior notes due 2030
2.550% senior notes due 2031
2.875% senior notes due 2031
3.500% senior notes due 2031
2.250% senior notes due 2031
2.700% senior notes due 2032
5.200% senior notes due 2033
5.050% senior notes due 2033
4.375% senior notes due 2040
3.000% senior notes due 2041
4.500% senior notes due 2050
3.300% senior notes due 2051
3.400% senior notes due 2052
5.650% senior notes due 2053
3.600% senior notes due 2060
5.800% senior notes due 2062

The following securities (collectively, the “Sprint Senior Notes”) issued by Sprint LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company, were outstanding as of March 31, 2023, including those that may no longer be subject to reporting as provided by Regulation S-X Rule 13-01:


Description of Notes
7.875% senior notes due 2023
7.125% senior notes due 2024
7.625% senior notes due 2025
7.625% senior notes due 2026

The following securities (collectively, the “Sprint Capital Corporation Senior Notes”) issued by Sprint Capital Corporation, a Delaware corporation and wholly-owned subsidiary of the Company, were outstanding as of March 31, 2023, including those that may no longer be subject to reporting as provided by Regulation S-X Rule 13-01:


Description of Notes
6.875% senior notes due 2028
8.750% senior notes due 2032

Obligors

As of March 31, 2023, the obligors under the T-Mobile USA Senior Notes consisted of the Company, as a guarantor, and its subsidiaries listed in the following table.


Name of Subsidiary	Jurisdiction of Organization	Obligor Type
American Telecasting of Seattle, LLC	Delaware	Guarantor
APC Realty and Equipment Company, LLC	Delaware	Guarantor
Assurance Wireless of South Carolina, LLC	Delaware	Guarantor
Assurance Wireless USA, L.P.	Delaware	Guarantor
ATI Sub, LLC	Delaware	Guarantor
Clear Wireless LLC	Nevada	Guarantor
Clearwire Communications LLC	Delaware	Guarantor
Clearwire Legacy LLC	Delaware	Guarantor
Clearwire Spectrum Holdings II LLC	Nevada	Guarantor
Clearwire Spectrum Holdings III LLC	Nevada	Guarantor
Clearwire Spectrum Holdings LLC	Nevada	Guarantor
Fixed Wireless Holdings, LLC	Delaware	Guarantor
IBSV LLC	Delaware	Guarantor
MetroPCS California, LLC	Delaware	Guarantor
MetroPCS Florida, LLC	Delaware	Guarantor
MetroPCS Georgia, LLC	Delaware	Guarantor
MetroPCS Massachusetts, LLC	Delaware	Guarantor
MetroPCS Michigan, LLC	Delaware	Guarantor
MetroPCS Nevada, LLC	Delaware	Guarantor
MetroPCS New York, LLC	Delaware	Guarantor
MetroPCS Pennsylvania, LLC	Delaware	Guarantor
MetroPCS Texas, LLC	Delaware	Guarantor
Nextel Retail Stores, LLC	Delaware	Guarantor
Nextel South Corp.	Georgia	Guarantor
Nextel Systems, LLC	Delaware	Guarantor
Nextel West Corp.	Delaware	Guarantor
NSAC, LLC	Delaware	Guarantor
PRWireless PR, LLC	Delaware	Guarantor
PushSpring, LLC	Delaware	Guarantor
SIHI New Zealand Holdco LLC	Kansas	Guarantor
Sprint Capital Corporation	Delaware	Guarantor
Sprint Communications LLC	Kansas	Guarantor
Sprint Communications Company L.P.	Delaware	Guarantor
Sprint International Communications LLC	Delaware	Guarantor
Sprint International Holding LLC	Kansas	Guarantor
Sprint International LLC	Delaware	Guarantor
Sprint International Network Company LLC	Delaware	Guarantor


Sprint LLC	Delaware	Guarantor
Sprint PCS Assets, L.L.C.	Delaware	Guarantor
Sprint Solutions LLC	Delaware	Guarantor
Sprint Spectrum LLC	Delaware	Guarantor
Sprint Spectrum Realty Company, LLC	Delaware	Guarantor
SprintCom LLC	Kansas	Guarantor
T-Mobile Central LLC	Delaware	Guarantor
T-Mobile Financial LLC	Delaware	Guarantor
T-Mobile Innovations LLC	Delaware	Guarantor
T-Mobile Leasing LLC	Delaware	Guarantor
T-Mobile License LLC	Delaware	Guarantor
T-Mobile Northeast LLC	Delaware	Guarantor
T-Mobile Puerto Rico Holdings LLC	Delaware	Guarantor
T-Mobile Puerto Rico LLC	Delaware	Guarantor
T-Mobile Resources LLC	Delaware	Guarantor
T-Mobile South LLC	Delaware	Guarantor
T-Mobile USA, Inc.	Delaware	Issuer
T-Mobile West LLC	Delaware	Guarantor
TDI Acquisition Sub, LLC	Delaware	Guarantor
TMUS International LLC	Delaware	Guarantor
TVN Ventures LLC	Delaware	Guarantor
Utelcom LLC	Kansas	Guarantor
VMU GP, LLC	Delaware	Guarantor
WBSY Licensing, LLC	Delaware	Guarantor

As of March 31, 2023, the obligors under the Sprint Senior Notes consisted of the Company, as a guarantor; Sprint LLC (a Delaware limited liability company), as issuer and T-Mobile USA, Inc. (a Delaware corporation) and Sprint Communications LLC (a Kansas limited liability company) as guarantors.

As of March 31, 2023, the obligors under the Sprint Capital Corporation Senior Notes consisted of the Company, as a guarantor; Sprint Capital Corporation (a Delaware corporation), as issuer and T-Mobile USA, Inc. (a Delaware corporation), Sprint LLC (a Delaware limited liability company) and Sprint Communications LLC (a Kansas limited liability company) as guarantors.

EXHIBIT 31.1

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

I, G. Michael Sievert, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of T-Mobile US, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

April 27, 2023


/s/ G. Michael Sievert
G. Michael Sievert Chief Executive Officer

EXHIBIT 31.2

Certifications of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Peter Osvaldik, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of T-Mobile US, Inc.;

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

April 27, 2023


/s/ Peter Osvaldik
Peter Osvaldik Executive Vice President and Chief Financial Officer

EXHIBIT 32.1

Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of T-Mobile US, Inc. (the “Company”), on Form 10-Q for the quarter ended March 31, 2023, as filed with the Securities and Exchange Commission (the “Report”), G. Michael Sievert, Chief Executive Officer of the Company, does hereby certify, pursuant to § 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350), that to his knowledge:

1.The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

April 27, 2023


/s/ G. Michael Sievert
G. Michael Sievert Chief Executive Officer

EXHIBIT 32.2

Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of T-Mobile US, Inc. (the “Company”), on Form 10-Q for the quarter ended March 31, 2023, as filed with the Securities and Exchange Commission (the “Report”), Peter Osvaldik, Executive Vice President and Chief Financial Officer of the Company, does hereby certify, pursuant to § 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350), that to his knowledge:

1.The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

April 27, 2023


/s/ Peter Osvaldik
Peter Osvaldik Executive Vice President and Chief Financial Officer