x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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DELAWARE
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20-0836269
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(State of incorporation)
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(I.R.S. Employer Identification No.)
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12920 SE 38th Street, Bellevue, Washington
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98006-1350
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(Address of principal executive offices)
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(Zip Code)
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(425) 378-4000
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(Registrant’s telephone number, including area code)
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Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, $0.00001 par value per share
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NYSE
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5.50% Mandatory Convertible Preferred Stock, Series A, $0.00001 par value per share
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NYSE
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Securities registered pursuant to Section 12(g) of the Act:
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None.
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•
|
adverse conditions in the United States (“U.S.”) and international economies or disruptions to the credit and financial markets;
|
•
|
competition in the wireless services market;
|
•
|
the ability to complete and realize expected synergies and other benefits of acquisitions;
|
•
|
the inability to implement our business strategies or ability to fund our wireless operations, including payment for additional spectrum, network upgrades, and technological advancements;
|
•
|
the ability to renew our spectrum licenses on attractive terms or acquire new spectrum licenses;
|
•
|
the ability to manage growth in wireless data services, including network quality and acquisition of adequate spectrum licenses at reasonable costs and terms;
|
•
|
material changes in available technology;
|
•
|
the timing, scope and financial impact of our deployment of advanced network and business technologies;
|
•
|
the impact on our networks and business from major technology equipment failures;
|
•
|
breaches of network or information technology security, natural disasters or terrorist attacks or existing or future litigation and any resulting financial impact not covered by insurance;
|
•
|
any changes in the regulatory environments in which we operate, including any increase in restrictions on the ability to operate our networks;
|
•
|
any disruption of our key suppliers’ provisioning of products or services;
|
•
|
material adverse changes in labor matters, including labor negotiations or additional organizing activity, and any resulting financial and/or operational impact;
|
•
|
changes in accounting assumptions that regulatory agencies, including the Securities and Exchange Commission (“SEC”), may require or that result from changes in the accounting rules or their application, which could result in an impact on earnings; and,
|
•
|
changes in tax laws, regulations and existing standards and the resolution of disputes with any taxing jurisdictions.
|
•
|
Unlimited Data, No Annual Service Contract
– In March 2013, we introduced Simple Choice™ plans, which eliminated annual service contracts and provided customers with affordable rate plans. Customers on Simple Choice plans can purchase the most popular smartphones and if qualified, pay for them with a low out-of-pocket payment and 24 affordable interest-free monthly installments.
|
•
|
JUMP!
– In July 2013, we announced Just Upgrade My Phone (“JUMP!™”) as phase 2.0, which allows participating customers to upgrade their eligible device when they want and not when they are told. In addition, participants benefit from handset insurance and extended warranty protection, protecting them from lost, stolen and damaged devices.
|
•
|
International Roaming and Tablets Un-leashed
– In October 2013, we unveiled phase 3.0, which provides our Simple Choice customers reduced United States to international calling rates, and messaging and data roaming while traveling abroad in over 100 countries at no extra cost with Simple Global™. In November 2013, we launched part 2 of phase 3.0, allowing every T-Mobile tablet user to use up to 200 MB of free LTE data every month for as long as they own their tablet and use it on our network, even if they are not yet a T-Mobile mobile internet customer.
|
•
|
Contract Freedom
– In January 2014, we announced phase 4.0, which eliminated one of the last remaining obstacles for customers wanting to switch from other carriers to T-Mobile by offering to reimburse customers’ early termination fees (“ETF”) when they switch from other carriers and trade in their eligible device.
|
•
|
Test Drive
– In June 2014, we released phase 5.0, which allows consumers to test our network using an Apple
®
iPhone
®
5s with unlimited nationwide service for seven days at no charge.
|
•
|
Music Freedom
– In June 2014, we introduced phase 6.0, which allows Simple Choice customers to stream music from popular music services without it counting against their high-speed data allotment. Additionally, we launched Rhapsody
®
unRadio in partnership with Rhapsody for a limited time, which allows eligible Simple Choice customers with our newest unlimited 4G data service to stream music at no additional cost. We are also offering Rhapsody unRadio at a discounted price for our eligible customers.
|
•
|
Wi-Fi Un-leashed
– In September 2014, we launched phase 7.0, which delivers coverage to customers in more places. With Wi-Fi Un-leashed, we provide Wi-Fi calling and texting for Simple Choice customers on capable smartphones. In addition, we unveiled the T-Mobile Personal CellSpot™, a new device which provides customers with greater coverage in their home. Finally, through a new partnership with Gogo
®
, customers with compatible devices can send and receive unlimited text, picture messages and receive visual voicemails on any Gogo-equipped U.S.-based flight for free.
|
•
|
Data Stash
– In December 2014, we introduced phase 8.0, giving customers the ability to roll their unused high-speed data automatically each month into a personal Data Stash™ so they can use it when they need it for up to a year. Starting in January 2015, Data Stash became available at no extra charge to every T-Mobile customer with a postpaid Simple Choice plan who has purchased additional LTE data, 3GB or more for smartphones and 1 GB or more for tablets. In addition, beginning in January 2015, we will provide a one-time Free Data Stash to start with of 10 GB of LTE data to all qualifying customers, which will expire at the end of 2015.
|
•
|
human error such as responding to deceptive communications or unintentionally executing malicious code;
|
•
|
physical damage, power surges or outages, or equipment failure, including those as a result of severe weather, natural disasters, terrorist attacks, and acts of war;
|
•
|
theft of customer/proprietary information: intrusion and theft of data offered for sale, competitive (dis)advantage, and/or corporate extortion;
|
•
|
unauthorized access to our information technology, billing, customer care and provisioning systems and networks, and those of our suppliers and other providers;
|
•
|
supplier failures or delays; and
|
•
|
other systems failures or outages.
|
•
|
incurring additional indebtedness and issuing preferred stock;
|
•
|
paying dividends, redeeming capital stock or making other restricted payments or investments;
|
•
|
selling or buying assets, properties or licenses;
|
•
|
developing assets, properties or licenses which we have or in the future may procure;
|
•
|
creating liens on assets;
|
•
|
participating in future FCC auctions of spectrum or private sales of spectrum;
|
•
|
engaging in mergers, acquisitions, business combinations, or other transactions;
|
•
|
entering into transactions with affiliates; and
|
•
|
placing restrictions on the ability of subsidiaries to pay dividends or make other payments.
|
•
|
limiting our ability to borrow money, sell stock or similar equity linked securities to fund our operational, financing or strategic needs;
|
•
|
limiting our flexibility in planning for, or reacting to, changes in our business or the communications industry or pursuing growth opportunities;
|
•
|
reducing the amount of cash available for other operational or strategic needs; and
|
•
|
placing us at a competitive disadvantage to competitors who are less leveraged than we are.
|
•
|
Increased consumer complaints and potential examinations or enforcement actions by federal and state regulatory agencies, including but not limited to the CFPB, Federal Deposit Insurance Corporation and FTC;
|
•
|
Violation of financial services and consumer protections regulations may result in regulatory fines, penalties, enforcement actions, civil litigation, and/or class action lawsuits.
|
•
|
our or our competitors’ actual or anticipated operating and financial results; introduction of new products and services by us or our competitors or changes in service plans or pricing by us or our competitors;
|
•
|
analyst projections, predictions and forecasts, analyst target prices for our securities and changes in, or our failure to meet, securities analysts’ expectations;
|
•
|
Deutsche Telekom’s financial performance, results of operation, or actions implied or taken by Deutsche Telekom;
|
•
|
entry of new competitors into our markets or perceptions of increased price competition, including a price war;
|
•
|
our performance, including subscriber growth, and our financial and operational metric performance;
|
•
|
market perceptions relating to our services, network, handsets and deployment of our LTE platform and our access to iconic handsets, services, applications or content;
|
•
|
market perceptions of the wireless communications industry and valuation models for us and the industry;
|
•
|
changes in our credit rating or future prospects;
|
•
|
the availability or perceived availability of additional capital in general and our access to such capital;
|
•
|
actual or anticipated consolidation, or other strategic mergers or acquisition activities involving us or our competitors or market speculations regarding such activities;
|
•
|
disruptions of our operations or service providers or other vendors necessary to our network operations; the general state of the U.S. and world economies; and
|
•
|
availability of additional spectrum, whether by the announcement, commencement, bidding and closing of auctions for new spectrum or the acquisition of companies that own spectrum.
|
|
High
|
|
Low
|
||||
Year Ended December 31, 2014
|
|
|
|
||||
First Quarter
|
$
|
33.92
|
|
|
$
|
29.06
|
|
Second Quarter
|
35.50
|
|
|
27.62
|
|
||
Third Quarter
|
34.55
|
|
|
28.25
|
|
||
Fourth Quarter
|
29.60
|
|
|
24.26
|
|
||
Year Ended December 31, 2013
|
|
|
|
||||
First Quarter
|
$
|
22.08
|
|
|
$
|
18.28
|
|
Second Quarter
|
25.02
|
|
|
16.01
|
|
||
Third Quarter
|
26.66
|
|
|
22.74
|
|
||
Fourth Quarter
|
34.10
|
|
|
24.90
|
|
•
|
any applicable contractual or charter restrictions limiting our ability to pay dividends;
|
•
|
our earnings and cash flows;
|
•
|
our capital requirements;
|
•
|
our future needs for cash;
|
•
|
our financial condition; and
|
•
|
other factors our board of directors deems relevant.
|
(in millions, except per share and customer amounts)
|
As of and for the Year Ended December 31,
|
||||||||||||||||||
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|||||||||||
Statement of Operations Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Total service revenues
|
$
|
22,375
|
|
|
$
|
19,068
|
|
|
$
|
17,213
|
|
|
$
|
18,481
|
|
|
$
|
18,733
|
|
Total revenues
|
29,564
|
|
|
24,420
|
|
|
19,719
|
|
|
20,618
|
|
|
21,347
|
|
|||||
Operating income (loss)
|
1,416
|
|
|
996
|
|
|
(6,397
|
)
|
|
(4,279
|
)
|
|
2,705
|
|
|||||
Total other expense, net
|
(1,003
|
)
|
|
(945
|
)
|
|
(589
|
)
|
|
(655
|
)
|
|
(526
|
)
|
|||||
Income tax expense (benefit)
|
166
|
|
|
16
|
|
|
350
|
|
|
(216
|
)
|
|
822
|
|
|||||
Net income (loss)
|
247
|
|
|
35
|
|
|
(7,336
|
)
|
|
(4,718
|
)
|
|
1,354
|
|
|||||
Earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
0.31
|
|
|
0.05
|
|
|
(13.70
|
)
|
|
(8.81
|
)
|
|
2.53
|
|
|||||
Diluted
|
0.30
|
|
|
0.05
|
|
|
(13.70
|
)
|
|
(8.81
|
)
|
|
2.53
|
|
|||||
Other Financial Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by operating activities
|
$
|
4,146
|
|
|
$
|
3,545
|
|
|
$
|
3,862
|
|
|
$
|
4,980
|
|
|
$
|
4,905
|
|
Purchases of property and equipment
|
(4,317
|
)
|
|
(4,025
|
)
|
|
(2,901
|
)
|
|
(2,729
|
)
|
|
(2,819
|
)
|
|||||
Purchases of spectrum licenses and other intangible assets, including deposits
|
(2,900
|
)
|
|
(381
|
)
|
|
(387
|
)
|
|
(23
|
)
|
|
(18
|
)
|
|||||
Net cash provided by financing activities
|
2,524
|
|
|
4,044
|
|
|
57
|
|
|
—
|
|
|
123
|
|
|||||
Total customers (in thousands)
|
55,018
|
|
|
46,684
|
|
|
33,389
|
|
|
33,185
|
|
|
33,734
|
|
|||||
Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
5,315
|
|
|
$
|
5,891
|
|
|
$
|
394
|
|
|
$
|
390
|
|
|
$
|
109
|
|
Property and equipment, net
|
16,245
|
|
|
15,349
|
|
|
12,807
|
|
|
12,703
|
|
|
13,213
|
|
|||||
Spectrum licenses
|
21,955
|
|
|
18,122
|
|
|
14,550
|
|
|
12,814
|
|
|
15,282
|
|
|||||
Total assets
|
56,653
|
|
|
49,953
|
|
|
33,622
|
|
|
40,609
|
|
|
46,291
|
|
|||||
Total debt, excluding long-term financial obligation
|
21,960
|
|
|
20,189
|
|
|
14,945
|
|
|
15,627
|
|
|
16,293
|
|
|||||
Stockholders’ equity
|
15,663
|
|
|
14,245
|
|
|
6,115
|
|
|
15,785
|
|
|
20,492
|
|
•
|
Contract Freedom
– In January 2014, we announced phase 4.0, which reimburses customers’ ETFs when they switch from other carriers and trade in their eligible device.
|
•
|
Test Drive
– In June 2014, we released phase 5.0, which allows consumers to test our network and an Apple iPhone 5s with unlimited nationwide service for seven days at no charge.
|
•
|
Music Freedom
– In June 2014, we introduced phase 6.0, which allows Simple Choice customers to stream music from popular music services without it counting against their high-speed data allotment. Additionally, we launched Rhapsody unRadio, which is available to our eligible Simple Choice customers at no additional cost or at a discounted price.
|
•
|
Wi-Fi Un-leashed
– In September 2014, we launched phase 7.0, which provides Wi-Fi calling and texting for Simple Choice customers on capable smartphones. In addition, we unveiled the T-Mobile Personal CellSpot, a new device which provides customers with greater coverage in their home. Finally, through a new partnership with Gogo, customers with compatible devices can send and receive unlimited text, picture messages and receive visual voicemails on any Gogo-equipped U.S.-based flight for free.
|
•
|
Data Stash
– In December 2014, we introduced phase 8.0, giving customers the ability to roll their unused high-speed data automatically each month into a personal Data Stash so they can use it when they need it for up to a year. Starting in January 2015, Data Stash will be automatically available at no extra charge to every T-Mobile customer with a postpaid Simple Choice plan who has purchased additional LTE data, 3GB or more for smartphones and 1 GB or more for tablets. In addition, beginning in January 2015, we will provide a one-time Free Data Stash to start with of 10 GB of LTE data to all qualifying customers, which will expire at the end of 2015.
|
|
Year Ended December 31,
|
|
Percentage
Change 2014 Versus 2013 |
|
Percentage
Change 2013 Versus 2012 |
||||||||||||
(in millions)
|
2014
|
|
2013
|
|
2012
|
|
|
||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
||||||||
Branded postpaid revenues
|
$
|
14,392
|
|
|
$
|
13,166
|
|
|
$
|
14,521
|
|
|
9
|
%
|
|
(9
|
)%
|
Branded prepaid revenues
|
6,986
|
|
|
4,945
|
|
|
1,715
|
|
|
41
|
%
|
|
NM
|
|
|||
Wholesale revenues
|
731
|
|
|
613
|
|
|
544
|
|
|
19
|
%
|
|
13
|
%
|
|||
Roaming and other service revenues
|
266
|
|
|
344
|
|
|
433
|
|
|
(23
|
)%
|
|
(21
|
)%
|
|||
Total service revenues
|
22,375
|
|
|
19,068
|
|
|
17,213
|
|
|
17
|
%
|
|
11
|
%
|
|||
Equipment sales
|
6,789
|
|
|
5,033
|
|
|
2,242
|
|
|
35
|
%
|
|
124
|
%
|
|||
Other revenues
|
400
|
|
|
319
|
|
|
264
|
|
|
25
|
%
|
|
21
|
%
|
|||
Total revenues
|
29,564
|
|
|
24,420
|
|
|
19,719
|
|
|
21
|
%
|
|
24
|
%
|
|||
Operating expenses
|
|
|
|
|
|
|
|
|
|
||||||||
Cost of services, exclusive of depreciation and amortization shown separately below
|
5,788
|
|
|
5,279
|
|
|
4,661
|
|
|
10
|
%
|
|
13
|
%
|
|||
Cost of equipment sales
|
9,621
|
|
|
6,976
|
|
|
3,437
|
|
|
38
|
%
|
|
103
|
%
|
|||
Selling, general and administrative
|
8,863
|
|
|
7,382
|
|
|
6,796
|
|
|
20
|
%
|
|
9
|
%
|
|||
Depreciation and amortization
|
4,412
|
|
|
3,627
|
|
|
3,187
|
|
|
22
|
%
|
|
14
|
%
|
|||
Cost of MetroPCS business combination
|
299
|
|
|
108
|
|
|
7
|
|
|
NM
|
|
|
NM
|
|
|||
Impairment charges
|
—
|
|
|
—
|
|
|
8,134
|
|
|
NM
|
|
|
NM
|
|
|||
Gains on disposal of spectrum licenses
|
(840
|
)
|
|
(2
|
)
|
|
(205
|
)
|
|
NM
|
|
|
(99
|
)%
|
|||
Other, net
|
5
|
|
|
54
|
|
|
99
|
|
|
(91
|
)%
|
|
(45
|
)%
|
|||
Total operating expenses
|
28,148
|
|
|
23,424
|
|
|
26,116
|
|
|
20
|
%
|
|
(10
|
)%
|
|||
Operating income (loss)
|
1,416
|
|
|
996
|
|
|
(6,397
|
)
|
|
42
|
%
|
|
NM
|
|
|||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
||||||||
Interest expense to affiliates
|
(278
|
)
|
|
(678
|
)
|
|
(661
|
)
|
|
(59
|
)%
|
|
3
|
%
|
|||
Interest expense
|
(1,073
|
)
|
|
(545
|
)
|
|
—
|
|
|
97
|
%
|
|
NM
|
|
|||
Interest income
|
359
|
|
|
189
|
|
|
77
|
|
|
90
|
%
|
|
NM
|
|
|||
Other income (expense), net
|
(11
|
)
|
|
89
|
|
|
(5
|
)
|
|
NM
|
|
|
NM
|
|
|||
Total other expense, net
|
(1,003
|
)
|
|
(945
|
)
|
|
(589
|
)
|
|
6
|
%
|
|
60
|
%
|
|||
Income (loss) before income taxes
|
413
|
|
|
51
|
|
|
(6,986
|
)
|
|
NM
|
|
|
NM
|
|
|||
Income tax expense
|
166
|
|
|
16
|
|
|
350
|
|
|
NM
|
|
|
(95
|
)%
|
|||
Net income (loss)
|
$
|
247
|
|
|
$
|
35
|
|
|
$
|
(7,336
|
)
|
|
NM
|
|
|
NM
|
|
(in thousands)
|
December 31,
2014 |
|
December 31,
2013 |
|
December 31,
2012 |
|||
Customers, end of period
|
|
|
|
|
|
|||
Branded postpaid phone customers
|
25,844
|
|
|
21,797
|
|
|
19,858
|
|
Branded postpaid mobile broadband customers
|
1,341
|
|
|
502
|
|
|
435
|
|
Total branded postpaid customers
|
27,185
|
|
|
22,299
|
|
|
20,293
|
|
Branded prepaid customers
|
16,316
|
|
|
15,072
|
|
|
5,826
|
|
Total branded customers
|
43,501
|
|
|
37,371
|
|
|
26,119
|
|
M2M customers
|
4,421
|
|
|
3,602
|
|
|
3,090
|
|
MVNO customers
|
7,096
|
|
|
5,711
|
|
|
4,180
|
|
Total wholesale customers
|
11,517
|
|
|
9,313
|
|
|
7,270
|
|
Total customers, end of period
|
55,018
|
|
|
46,684
|
|
|
33,389
|
|
|
Year Ended December 31,
|
|||||||
(in thousands)
|
2014
|
|
2013
|
|
2012
|
|||
Net customer additions (losses)
|
|
|
|
|
|
|||
Branded postpaid phone customers
|
4,047
|
|
|
1,938
|
|
|
(2,092
|
)
|
Branded postpaid mobile broadband customers
|
839
|
|
|
68
|
|
|
18
|
|
Total branded postpaid customers
|
4,886
|
|
|
2,006
|
|
|
(2,074
|
)
|
Branded prepaid customers
|
1,244
|
|
|
328
|
|
|
1,007
|
|
Total branded customers
|
6,130
|
|
|
2,334
|
|
|
(1,067
|
)
|
M2M customers
|
819
|
|
|
512
|
|
|
660
|
|
MVNO customers
|
1,385
|
|
|
1,531
|
|
|
610
|
|
Total wholesale customers
|
2,204
|
|
|
2,043
|
|
|
1,270
|
|
Total net customer additions
|
8,334
|
|
|
4,377
|
|
|
203
|
|
Acquired customers
|
—
|
|
|
8,918
|
|
|
—
|
|
|
Year Ended December 31,
|
|||||||
2014
|
|
2013
|
|
2012
|
||||
Branded postpaid customers per account
|
2.36
|
|
|
2.18
|
|
|
2.17
|
|
|
Year Ended December 31,
|
|||||||
2014
|
|
2013
|
|
2012
|
||||
Branded postpaid phone churn
|
1.58
|
%
|
|
1.69
|
%
|
|
2.33
|
%
|
Branded prepaid churn
|
4.76
|
%
|
|
5.37
|
%
|
|
6.44
|
%
|
|
Year Ended December 31,
|
||||||||||
(in millions, except average number of accounts, ARPA and ABPA)
|
2014
|
|
2013
|
|
2012
|
||||||
Calculation of Branded Postpaid ARPA:
|
|
|
|
|
|
||||||
Branded postpaid service revenues
|
$
|
14,392
|
|
|
$
|
13,166
|
|
|
$
|
14,521
|
|
Divided by: Average number of branded postpaid accounts (in thousands) and number of months in period
|
11,008
|
|
|
9,638
|
|
|
9,975
|
|
|||
Branded postpaid ARPA
|
$
|
108.95
|
|
|
$
|
113.84
|
|
|
$
|
121.31
|
|
|
|
|
|
|
|
||||||
Calculation of Branded Postpaid ABPA:
|
|
|
|
|
|
||||||
Branded postpaid service revenues
|
$
|
14,392
|
|
|
$
|
13,166
|
|
|
$
|
14,521
|
|
Add: EIP billings
|
3,596
|
|
|
1,471
|
|
|
450
|
|
|||
Total billings for branded postpaid customers
|
$
|
17,988
|
|
|
$
|
14,637
|
|
|
$
|
14,971
|
|
Divided by: Average number of branded postpaid accounts (in thousands) and number of months in period
|
11,008
|
|
|
9,638
|
|
|
9,975
|
|
|||
Branded postpaid ABPA
|
$
|
136.17
|
|
|
$
|
126.55
|
|
|
$
|
125.07
|
|
|
Year Ended December 31,
|
||||||||||
(in millions, except average number of customers, ARPU and ABPU)
|
2014
|
|
2013
|
|
2012
|
||||||
Calculation of Branded Postpaid Phone ARPU:
|
|
|
|
|
|
||||||
Branded postpaid service revenues
|
$
|
14,392
|
|
|
$
|
13,166
|
|
|
$
|
14,521
|
|
Less: Branded postpaid mobile broadband revenues
|
(261
|
)
|
|
(169
|
)
|
|
(185
|
)
|
|||
Branded postpaid phone service revenues
|
$
|
14,131
|
|
|
$
|
12,997
|
|
|
$
|
14,336
|
|
Divided by: Average number of branded postpaid phone customers (in thousands) and number of months in period
|
23,817
|
|
|
20,424
|
|
|
20,872
|
|
|||
Branded postpaid phone ARPU
|
$
|
49.44
|
|
|
$
|
53.03
|
|
|
$
|
57.23
|
|
|
|
|
|
|
|
||||||
Calculation of Branded Postpaid ABPU:
|
|
|
|
|
|
||||||
Branded postpaid service revenues
|
$
|
14,392
|
|
|
$
|
13,166
|
|
|
$
|
14,521
|
|
Add: EIP billings
|
3,596
|
|
|
1,471
|
|
|
450
|
|
|||
Total billings for branded postpaid customers
|
$
|
17,988
|
|
|
$
|
14,637
|
|
|
$
|
14,971
|
|
Divided by: Average number of branded postpaid customers (in thousands) and number of months in period
|
24,683
|
|
|
20,858
|
|
|
21,306
|
|
|||
Branded postpaid ABPU
|
$
|
60.73
|
|
|
$
|
58.48
|
|
|
$
|
58.56
|
|
|
|
|
|
|
|
||||||
Calculation of Branded Prepaid ARPU:
|
|
|
|
|
|
||||||
Branded prepaid service revenues
|
$
|
6,986
|
|
|
$
|
4,945
|
|
|
$
|
1,715
|
|
Divided by: Average number of branded prepaid customers (in thousands) and number of months in period
|
15,691
|
|
|
11,913
|
|
|
5,325
|
|
|||
Branded prepaid ARPU
|
$
|
37.10
|
|
|
$
|
34.59
|
|
|
$
|
26.85
|
|
|
Year Ended December 31,
|
||||||||||
(in millions)
|
2014
|
|
2013
|
|
2012
|
||||||
Net income (loss)
|
$
|
247
|
|
|
$
|
35
|
|
|
$
|
(7,336
|
)
|
Adjustments:
|
|
|
|
|
|
||||||
Interest expense to affiliates
|
278
|
|
|
678
|
|
|
661
|
|
|||
Interest expense
|
1,073
|
|
|
545
|
|
|
—
|
|
|||
Interest income
|
(359
|
)
|
|
(189
|
)
|
|
(77
|
)
|
|||
Other expense (income), net
|
11
|
|
|
(89
|
)
|
|
5
|
|
|||
Income tax expense
|
166
|
|
|
16
|
|
|
350
|
|
|||
Operating income (loss)
|
1,416
|
|
|
996
|
|
|
(6,397
|
)
|
|||
Depreciation and amortization
|
4,412
|
|
|
3,627
|
|
|
3,187
|
|
|||
Cost of MetroPCS business combination
|
299
|
|
|
108
|
|
|
7
|
|
|||
Stock based compensation
(1)
|
211
|
|
|
100
|
|
|
—
|
|
|||
Gains on disposal of spectrum licenses
(1)
|
(720
|
)
|
|
—
|
|
|
(156
|
)
|
|||
Impairment charges
|
—
|
|
|
—
|
|
|
8,134
|
|
|||
Other, net
(1)
|
18
|
|
|
54
|
|
|
111
|
|
|||
Adjusted EBITDA
|
$
|
5,636
|
|
|
$
|
4,885
|
|
|
$
|
4,886
|
|
Adjusted EBITDA margin
|
25
|
%
|
|
26
|
%
|
|
28
|
%
|
(1)
|
Stock-based compensation includes tax impacts and may not agree to stock based compensation expense in the consolidated financial statements. Gains on disposal of spectrum licenses and Other, net transactions may not agree in total to the Gains on disposal of spectrum licenses and Other, net in the
Consolidated Statements of Comprehensive Income (Loss)
primarily due to certain routine operating activities, such as insignificant or routine spectrum license exchanges that would be expected to reoccur, and are therefore included in Adjusted EBITDA.
|
|
Year Ended December 31,
|
||||||||||
(in millions)
|
2014
|
|
2013
|
|
2012
|
||||||
Net cash provided by operating activities
|
$
|
4,146
|
|
|
$
|
3,545
|
|
|
$
|
3,862
|
|
Net cash used in investing activities
|
(7,246
|
)
|
|
(2,092
|
)
|
|
(3,915
|
)
|
|||
Net cash provided by financing activities
|
2,524
|
|
|
4,044
|
|
|
57
|
|
(in millions)
|
Less Than 1 Year
|
|
1 - 3 Years
|
|
4 - 5 Years
|
|
More Than 5 Years
|
|
Total
|
||||||||||
Long-term debt
(1)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,000
|
|
|
$
|
18,200
|
|
|
$
|
21,200
|
|
Interest on long-term debt
|
1,320
|
|
|
2,644
|
|
|
2,563
|
|
|
3,000
|
|
|
9,527
|
|
|||||
Capital lease obligations, including interest
|
49
|
|
|
102
|
|
|
107
|
|
|
319
|
|
|
577
|
|
|||||
Vendor financing arrangements
|
64
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
64
|
|
|||||
Financial obligation
(2)
|
166
|
|
|
332
|
|
|
332
|
|
|
1,316
|
|
|
2,146
|
|
|||||
Operating leases, including dedicated transportation lines
|
2,289
|
|
|
4,073
|
|
|
3,420
|
|
|
5,520
|
|
|
15,302
|
|
|||||
Non-dedicated transportation lines
|
715
|
|
|
1,389
|
|
|
945
|
|
|
935
|
|
|
3,984
|
|
|||||
Purchase obligations
(3)
|
1,496
|
|
|
2,898
|
|
|
20
|
|
|
—
|
|
|
4,414
|
|
|||||
Network decommissioning
(4)
|
80
|
|
|
85
|
|
|
57
|
|
|
63
|
|
|
285
|
|
|||||
Total contractual obligations
|
$
|
6,099
|
|
|
$
|
11,438
|
|
|
$
|
10,387
|
|
|
$
|
29,290
|
|
|
$
|
57,214
|
|
(1)
|
Represents principal amounts of long-term debt at maturity, excluding unamortized premium from purchase price allocation fair value adjustment, capital lease obligations and vendor financing arrangements.
|
(2)
|
Future minimum payments, including principal and interest payments and imputed lease rental income, related to the long-term financial obligation recorded in connection with the Tower Transaction. See
Note 9 – Tower Transaction and Related Long-Term Financial Obligation
of the
Notes to the Consolidated Financial Statements
included in
Part II, Item 8
of this
Form 10-K
for further information.
|
(3)
|
T-Mobile calculated the minimum obligation for certain agreements to purchase goods or services based on termination fees that can be paid to exit the contract. Termination penalties are included in the above table as payments due in less than one year, as this is the earliest T-Mobile could exit these contracts. For certain contracts that include fixed volume purchase commitments and fixed prices for various products, the purchase obligations are calculated using fixed volumes and contractually fixed prices for the products that are expected to be purchased. This table does not include open purchase orders as of
December 31, 2014
under normal business purposes.
|
(4)
|
Represents future undiscounted cash flows related to decommissioned MetroPCS CDMA network and certain other redundant cell sites as of December 31, 2014. See
Note 2 – Business Combination with MetroPCS
of the
Notes to the Consolidated Financial Statements
included in
Part II, Item 8
of this
Form 10-K
for further information.
|
|
|
|
Fair Value Assuming
|
||||||||
(in millions)
|
Fair Value
|
|
+100 Basis Point Shift
|
|
-100 Basis Point Shift
|
||||||
Long-term debt to affiliates
|
$
|
5,780
|
|
|
$
|
5,744
|
|
|
$
|
5,816
|
|
|
|
|
Fair Value Assuming
|
||||||||
(in millions)
|
Fair Value
|
|
+10 Basis Point Shift
|
|
-10 Basis Point Shift
|
||||||
Embedded derivatives
|
$
|
5
|
|
|
$
|
27
|
|
|
$
|
(17
|
)
|
(in millions, except share and per share amounts)
|
December 31,
2014 |
|
December 31,
2013 |
||||
Assets
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
5,315
|
|
|
$
|
5,891
|
|
Accounts receivable, net of allowances of $83 and $109
|
1,865
|
|
|
2,148
|
|
||
Equipment installment plan receivables, net
|
3,062
|
|
|
1,471
|
|
||
Accounts receivable from affiliates
|
76
|
|
|
41
|
|
||
Inventories
|
1,085
|
|
|
586
|
|
||
Deferred tax assets, net
|
988
|
|
|
839
|
|
||
Other current assets
|
1,593
|
|
|
1,252
|
|
||
Total current assets
|
13,984
|
|
|
12,228
|
|
||
Property and equipment, net
|
16,245
|
|
|
15,349
|
|
||
Goodwill
|
1,683
|
|
|
1,683
|
|
||
Spectrum licenses
|
21,955
|
|
|
18,122
|
|
||
Other intangible assets, net
|
870
|
|
|
1,204
|
|
||
Equipment installment plan receivables due after one year, net
|
1,628
|
|
|
1,075
|
|
||
Other assets
|
288
|
|
|
292
|
|
||
Total assets
|
$
|
56,653
|
|
|
$
|
49,953
|
|
Liabilities and Stockholders' Equity
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable and accrued liabilities
|
$
|
7,364
|
|
|
$
|
4,567
|
|
Current payables to affiliates
|
231
|
|
|
199
|
|
||
Short-term debt
|
87
|
|
|
244
|
|
||
Deferred revenue
|
459
|
|
|
445
|
|
||
Other current liabilities
|
635
|
|
|
353
|
|
||
Total current liabilities
|
8,776
|
|
|
5,808
|
|
||
Long-term debt
|
16,273
|
|
|
14,345
|
|
||
Long-term debt to affiliates
|
5,600
|
|
|
5,600
|
|
||
Long-term financial obligation
|
2,521
|
|
|
2,496
|
|
||
Deferred tax liabilities
|
4,873
|
|
|
4,645
|
|
||
Deferred rents
|
2,331
|
|
|
2,113
|
|
||
Other long-term liabilities
|
616
|
|
|
701
|
|
||
Total long-term liabilities
|
32,214
|
|
|
29,900
|
|
||
Commitments and contingencies
|
|
|
|
|
|
||
Stockholders' equity
|
|
|
|
||||
5.50% Mandatory Convertible Preferred Stock Series A, par value $0.00001 per share, 100,000,000 shares authorized; 20,000,000 and 0 shares issued; $1,000 and $0 aggregate liquidation value
|
—
|
|
|
—
|
|
||
Common Stock, par value $0.00001 per share, 1,000,000,000 shares authorized; 808,851,108 and 803,262,309 shares issued
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
38,503
|
|
|
37,330
|
|
||
Treasury stock, at cost, 1,382,505 and 1,382,505 shares issued
|
—
|
|
|
—
|
|
||
Accumulated other comprehensive income
|
1
|
|
|
3
|
|
||
Accumulated deficit
|
(22,841
|
)
|
|
(23,088
|
)
|
||
Total stockholders' equity
|
15,663
|
|
|
14,245
|
|
||
Total liabilities and stockholders' equity
|
$
|
56,653
|
|
|
$
|
49,953
|
|
|
Year Ended December 31,
|
||||||||||
(in millions, except shares and per share amounts)
|
2014
|
|
2013
|
|
2012
|
||||||
Revenues
|
|
|
|
|
|
||||||
Branded postpaid revenues
|
$
|
14,392
|
|
|
$
|
13,166
|
|
|
$
|
14,521
|
|
Branded prepaid revenues
|
6,986
|
|
|
4,945
|
|
|
1,715
|
|
|||
Wholesale revenues
|
731
|
|
|
613
|
|
|
544
|
|
|||
Roaming and other service revenues
|
266
|
|
|
344
|
|
|
433
|
|
|||
Total service revenues
|
22,375
|
|
|
19,068
|
|
|
17,213
|
|
|||
Equipment sales
|
6,789
|
|
|
5,033
|
|
|
2,242
|
|
|||
Other revenues
|
400
|
|
|
319
|
|
|
264
|
|
|||
Total revenues
|
29,564
|
|
|
24,420
|
|
|
19,719
|
|
|||
Operating expenses
|
|
|
|
|
|
||||||
Cost of services, exclusive of depreciation and amortization shown separately below
|
5,788
|
|
|
5,279
|
|
|
4,661
|
|
|||
Cost of equipment sales
|
9,621
|
|
|
6,976
|
|
|
3,437
|
|
|||
Selling, general and administrative
|
8,863
|
|
|
7,382
|
|
|
6,796
|
|
|||
Depreciation and amortization
|
4,412
|
|
|
3,627
|
|
|
3,187
|
|
|||
Cost of MetroPCS business combination
|
299
|
|
|
108
|
|
|
7
|
|
|||
Impairment charges
|
—
|
|
|
—
|
|
|
8,134
|
|
|||
Gains on disposal of spectrum licenses
|
(840
|
)
|
|
(2
|
)
|
|
(205
|
)
|
|||
Other, net
|
5
|
|
|
54
|
|
|
99
|
|
|||
Total operating expenses
|
28,148
|
|
|
23,424
|
|
|
26,116
|
|
|||
Operating income (loss)
|
1,416
|
|
|
996
|
|
|
(6,397
|
)
|
|||
Other income (expense)
|
|
|
|
|
|
||||||
Interest expense to affiliates
|
(278
|
)
|
|
(678
|
)
|
|
(661
|
)
|
|||
Interest expense
|
(1,073
|
)
|
|
(545
|
)
|
|
—
|
|
|||
Interest income
|
359
|
|
|
189
|
|
|
77
|
|
|||
Other income (expense), net
|
(11
|
)
|
|
89
|
|
|
(5
|
)
|
|||
Total other expense, net
|
(1,003
|
)
|
|
(945
|
)
|
|
(589
|
)
|
|||
Income (loss) before income taxes
|
413
|
|
|
51
|
|
|
(6,986
|
)
|
|||
Income tax expense
|
166
|
|
|
16
|
|
|
350
|
|
|||
Net income (loss)
|
$
|
247
|
|
|
$
|
35
|
|
|
$
|
(7,336
|
)
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
||||||
Net gain on cross currency interest rate swaps, net of tax effect of $0, $13 and $57
|
—
|
|
|
23
|
|
|
95
|
|
|||
Net loss on foreign currency translation, net of tax effect of $0, ($37) and ($16)
|
—
|
|
|
(62
|
)
|
|
(27
|
)
|
|||
Unrealized gain (loss) on available-for-sale securities, net of tax effect of ($1), $1 and $0
|
(2
|
)
|
|
1
|
|
|
1
|
|
|||
Other comprehensive income (loss), net of tax
|
(2
|
)
|
|
(38
|
)
|
|
69
|
|
|||
Total comprehensive income (loss)
|
$
|
245
|
|
|
$
|
(3
|
)
|
|
$
|
(7,267
|
)
|
Earnings (loss) per share
|
|
|
|
|
|
||||||
Basic
|
$
|
0.31
|
|
|
$
|
0.05
|
|
|
$
|
(13.70
|
)
|
Diluted
|
$
|
0.30
|
|
|
$
|
0.05
|
|
|
$
|
(13.70
|
)
|
Weighted average shares outstanding
|
|
|
|
|
|
||||||
Basic
|
805,284,712
|
|
|
672,955,980
|
|
|
535,286,077
|
|
|||
Diluted
|
815,922,258
|
|
|
676,885,215
|
|
|
535,286,077
|
|
|
Year Ended December 31,
|
||||||||||
(in millions)
|
2014
|
|
2013
|
|
2012
|
||||||
Operating activities
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
247
|
|
|
$
|
35
|
|
|
$
|
(7,336
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities
|
|
|
|
|
|
||||||
Impairment charges
|
—
|
|
|
—
|
|
|
8,134
|
|
|||
Depreciation and amortization
|
4,412
|
|
|
3,627
|
|
|
3,187
|
|
|||
Stock-based compensation expense
|
196
|
|
|
100
|
|
|
—
|
|
|||
Excess tax benefit from stock-based compensation
|
(34
|
)
|
|
—
|
|
|
—
|
|
|||
Deferred income tax expense
|
122
|
|
|
10
|
|
|
308
|
|
|||
Amortization of debt discount and premium, net
|
(47
|
)
|
|
(62
|
)
|
|
(81
|
)
|
|||
Bad debt expense
|
444
|
|
|
463
|
|
|
702
|
|
|||
Losses from factoring arrangement
|
179
|
|
|
—
|
|
|
—
|
|
|||
Deferred rent expense
|
225
|
|
|
229
|
|
|
206
|
|
|||
Losses (gains) and other, net
|
(755
|
)
|
|
209
|
|
|
(258
|
)
|
|||
Changes in operating assets and liabilities
|
|
|
|
|
|
||||||
Accounts receivable
|
(90
|
)
|
|
(158
|
)
|
|
(299
|
)
|
|||
Equipment installment plan receivables
|
(2,429
|
)
|
|
(2,016
|
)
|
|
(521
|
)
|
|||
Inventories
|
(499
|
)
|
|
42
|
|
|
(2
|
)
|
|||
Deferred purchase price from factoring arrangement
|
(204
|
)
|
|
—
|
|
|
—
|
|
|||
Other current and long-term assets
|
(328
|
)
|
|
314
|
|
|
(196
|
)
|
|||
Accounts payable and accrued liabilities
|
2,395
|
|
|
611
|
|
|
(32
|
)
|
|||
Other current and long-term liabilities
|
312
|
|
|
141
|
|
|
50
|
|
|||
Net cash provided by operating activities
|
4,146
|
|
|
3,545
|
|
|
3,862
|
|
|||
Investing activities
|
|
|
|
|
|
||||||
Purchases of property and equipment
|
(4,317
|
)
|
|
(4,025
|
)
|
|
(2,901
|
)
|
|||
Purchases of spectrum licenses and other intangible assets, including deposits
|
(2,900
|
)
|
|
(381
|
)
|
|
(387
|
)
|
|||
Short term affiliate loan receivable, net
|
—
|
|
|
300
|
|
|
(651
|
)
|
|||
Proceeds from disposals of property and equipment and intangible assets
|
20
|
|
|
3
|
|
|
51
|
|
|||
Cash and cash equivalents acquired in MetroPCS business combination
|
—
|
|
|
2,144
|
|
|
—
|
|
|||
Payments to acquire financial assets, net
|
(9
|
)
|
|
—
|
|
|
(5
|
)
|
|||
Change in restricted cash equivalents
|
—
|
|
|
(100
|
)
|
|
—
|
|
|||
Investments in unconsolidated affiliates, net
|
(40
|
)
|
|
(33
|
)
|
|
(22
|
)
|
|||
Net cash used in investing activities
|
(7,246
|
)
|
|
(2,092
|
)
|
|
(3,915
|
)
|
|||
Financing activities
|
|
|
|
|
|
||||||
Proceeds from issuance of long-term debt
|
2,993
|
|
|
2,494
|
|
|
—
|
|
|||
Repayments of long-term debt and capital lease obligations
|
(1,019
|
)
|
|
(9
|
)
|
|
—
|
|
|||
Proceeds from issuance of preferred stock
|
982
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from issuance of common stock
|
—
|
|
|
1,787
|
|
|
—
|
|
|||
Proceeds from financial obligation
|
—
|
|
|
—
|
|
|
2,469
|
|
|||
Repayments of short-term debt for purchases of inventory, property and equipment, net
|
(418
|
)
|
|
(244
|
)
|
|
—
|
|
|||
Repayments related to a variable interest entity
|
—
|
|
|
(80
|
)
|
|
(9
|
)
|
|||
Distribution to affiliate
|
—
|
|
|
(41
|
)
|
|
(2,403
|
)
|
|||
Proceeds from exercise of stock options
|
27
|
|
|
137
|
|
|
—
|
|
|||
Taxes paid related to net share settlement of stock awards
|
(73
|
)
|
|
—
|
|
|
—
|
|
|||
Excess tax benefit from stock-based compensation
|
34
|
|
|
—
|
|
|
—
|
|
|||
Other, net
|
(2
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash provided by financing activities
|
2,524
|
|
|
4,044
|
|
|
57
|
|
|||
Change in cash and cash equivalents
|
(576
|
)
|
|
5,497
|
|
|
4
|
|
|||
Cash and cash equivalents
|
|
|
|
|
|
||||||
Beginning of year
|
5,891
|
|
|
394
|
|
|
390
|
|
|||
End of year
|
$
|
5,315
|
|
|
$
|
5,891
|
|
|
$
|
394
|
|
(in millions, except shares)
|
Preferred Stock Outstanding
|
|
Common Stock Outstanding
|
|
Par Value and Additional
Paid-in Capital |
|
Accumulated Other Comprehensive Income
|
|
Accumulated Deficit
|
|
Total Stockholders' Equity
|
||||||||||
Balance as of December 31, 2011
|
—
|
|
|
535,286,077
|
|
|
$
|
31,600
|
|
|
$
|
(28
|
)
|
|
$
|
(15,787
|
)
|
|
$
|
15,785
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,336
|
)
|
|
(7,336
|
)
|
||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
69
|
|
|
—
|
|
|
69
|
|
||||
Equity distribution of paid-in capital
|
—
|
|
|
—
|
|
|
(2,403
|
)
|
|
—
|
|
|
—
|
|
|
(2,403
|
)
|
||||
Balance as of December 31, 2012
|
—
|
|
|
535,286,077
|
|
|
$
|
29,197
|
|
|
$
|
41
|
|
|
$
|
(23,123
|
)
|
|
$
|
6,115
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35
|
|
|
35
|
|
||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(38
|
)
|
|
—
|
|
|
(38
|
)
|
||||
Effects of debt recapitalization
|
—
|
|
|
—
|
|
|
3,143
|
|
|
—
|
|
|
—
|
|
|
3,143
|
|
||||
MetroPCS shares converted upon reverse merger, net of treasury stock withheld for taxes
|
—
|
|
|
184,487,309
|
|
|
2,971
|
|
|
—
|
|
|
—
|
|
|
2,971
|
|
||||
Issuance of common stock
|
—
|
|
|
72,765,000
|
|
|
1,787
|
|
|
—
|
|
|
—
|
|
|
1,787
|
|
||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
100
|
|
|
—
|
|
|
—
|
|
|
100
|
|
||||
Exercise of stock options
|
—
|
|
|
9,278,599
|
|
|
137
|
|
|
—
|
|
|
—
|
|
|
137
|
|
||||
Issuance of vested restricted stock units
|
—
|
|
|
62,819
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Tax impact of stock-based compensation
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
||||
Balance as of December 31, 2013
|
—
|
|
|
801,879,804
|
|
|
$
|
37,330
|
|
|
$
|
3
|
|
|
$
|
(23,088
|
)
|
|
$
|
14,245
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
247
|
|
|
247
|
|
||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
||||
Issuance of preferred stock
|
20,000,000
|
|
|
—
|
|
|
982
|
|
|
—
|
|
|
—
|
|
|
982
|
|
||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
196
|
|
|
—
|
|
|
—
|
|
|
196
|
|
||||
Exercise of stock options
|
—
|
|
|
1,496,365
|
|
|
27
|
|
|
—
|
|
|
—
|
|
|
27
|
|
||||
Issuance of vested restricted stock units
|
—
|
|
|
6,296,107
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Shares withheld related to net share settlement of stock awards
|
—
|
|
|
(2,203,673
|
)
|
|
(73
|
)
|
|
—
|
|
|
—
|
|
|
(73
|
)
|
||||
Excess tax benefit from stock-based compensation
|
—
|
|
|
—
|
|
|
34
|
|
|
—
|
|
|
—
|
|
|
34
|
|
||||
Other
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
7
|
|
||||
Balance as of December 31, 2014
|
20,000,000
|
|
|
807,468,603
|
|
|
$
|
38,503
|
|
|
$
|
1
|
|
|
$
|
(22,841
|
)
|
|
$
|
15,663
|
|
Level 1
|
Observable inputs which reflect quoted prices in active markets for identical assets or liabilities;
|
Level 2
|
Inputs other than the quoted prices in active markets which are observable either directly or indirectly; and
|
Level 3
|
Unobservable inputs for which there is little or no market data, which require T-Mobile to develop its own assumptions.
|
•
|
Deutsche Telekom recapitalized T-Mobile USA by retiring T-Mobile USA’s long-term debt to affiliates principal balance of
$14.5 billion
and all related derivative instruments in exchange for
$11.2 billion
in new long-term debt to affiliates and additional paid-in capital prior to the closing of the business combination.
|
•
|
Deutsche Telekom provided T-Mobile USA with a
$500 million
unsecured revolving credit facility.
|
•
|
MetroPCS effected a recapitalization which consisted of a reverse stock split of the MetroPCS common stock and an aggregate cash payment of
$1.5 billion
to the MetroPCS stockholders on the Acquisition Date.
|
•
|
Thereafter, MetroPCS acquired all of T-Mobile USA’s capital stock from T-Mobile Holding in exchange for common stock representing approximately
74%
of the fully diluted shares of the combined company’s common stock on the Acquisition Date.
|
(in millions)
|
Debt Recapitalization
|
||
Retirement of long-term debt to affiliates
|
$
|
14,450
|
|
Elimination of net unamortized discounts and premiums on long-term debt to affiliates
|
434
|
|
|
Issuance of new long-term debt to affiliates
|
(11,200
|
)
|
|
Settlement of accounts receivable from affiliates and other outstanding balances
|
(363
|
)
|
|
Income tax effect
|
(178
|
)
|
|
Total
|
$
|
3,143
|
|
(in millions)
|
Purchase Consideration
|
||
Fair value of MetroPCS shares
|
$
|
2,886
|
|
Fair value of MetroPCS stock options
|
84
|
|
|
Cash consideration paid to MetroPCS stock option holders
|
1
|
|
|
Total purchase consideration
|
$
|
2,971
|
|
(in millions)
|
Fair Value
|
||
Assets
|
|
||
Cash and cash equivalents
|
$
|
2,144
|
|
Accounts receivable, net
|
98
|
|
|
Inventory
|
171
|
|
|
Other current assets
|
240
|
|
|
Property and equipment
|
1,475
|
|
|
Spectrum licenses
|
3,818
|
|
|
Other intangible assets
|
1,376
|
|
|
Other assets
|
10
|
|
|
Total assets acquired
|
9,332
|
|
|
Liabilities and Stockholders’ Equity
|
|
||
Accounts payable and accrued liabilities
|
475
|
|
|
Deferred revenues
|
187
|
|
|
Other current liabilities
|
15
|
|
|
Deferred tax liabilities
|
735
|
|
|
Long-term debt
|
6,277
|
|
|
Other long-term liabilities
|
355
|
|
|
Total liabilities assumed
|
8,044
|
|
|
Net identifiable assets acquired
|
1,288
|
|
|
Goodwill
|
1,683
|
|
|
Net assets acquired
|
$
|
2,971
|
|
•
|
Expected cost synergies from reduced network-related expenses through the elimination of redundant assets.
|
•
|
Enhanced spectrum position which will provide greater network coverage and improved LTE coverage in key markets across the country and the ability to offer a wider array of products, plans and services to the Company’s customers.
|
|
Year Ended December 31,
|
||||||||||
(in millions)
|
2014
|
|
2013
|
|
2012
|
||||||
Network decommissioning costs, including effects of deferred items
|
$
|
263
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Transaction and integration costs
|
36
|
|
|
108
|
|
|
7
|
|
|||
Cost of MetroPCS business combination
|
$
|
299
|
|
|
$
|
108
|
|
|
$
|
7
|
|
(in millions)
|
December 31, 2014
|
||
Balances, beginning of period
|
$
|
—
|
|
Network decommissioning costs, excluding effects of deferred items
|
271
|
|
|
Cash payments
|
(32
|
)
|
|
Balances, end of period
|
$
|
239
|
|
|
|
||
Classified on the balance sheet as:
|
|
||
Accounts payable and accrued liabilities
|
$
|
78
|
|
Other long-term liabilities
|
161
|
|
|
Network decommissioning liabilities
|
$
|
239
|
|
(in millions)
|
Year Ended December 31, 2013
|
||
Total revenues
|
$
|
3,366
|
|
Income before income taxes
|
143
|
|
|
Year Ended December 31,
|
||||||
(in millions, except per share amounts)
|
2013
|
|
2012
|
||||
Pro forma revenues
|
$
|
26,158
|
|
|
$
|
24,941
|
|
Pro forma net income (loss)
|
52
|
|
|
(7,297
|
)
|
||
Pro forma basic earnings (loss) per share
|
$
|
0.07
|
|
|
$
|
(10.15
|
)
|
Pro forma diluted earnings (loss) per share
|
0.07
|
|
|
(10.15
|
)
|
•
|
Increase in tax expenses based on the inclusion of MetroPCS in the combined company of
$63 million
for the
year ended
December 31, 2013
and a decrease of
$215 million
for the
year ended
December 31, 2012
;
|
•
|
Net decrease to amortization and depreciation expense related to the fair value of the intangible assets and fixed assets acquired of
$19 million
for the
year ended
December 31, 2013
and a net increase of
$168 million
for the
year ended
December 31, 2012
, respectively; and
|
•
|
The impact of financing agreements entered into whereby an aggregate of
$14.7 billion
senior unsecured notes were issued and
$14.5 billion
of senior unsecured notes previously issued by T-Mobile USA to Deutsche Telekom and
$2.5 billion
of senior unsecured notes previously issued by MetroPCS were retired in connection with the business combination for a net increase to interest and other income (expense) of
$91 million
and
$119 million
for the
year ended
December 31, 2013
and
2012
, respectively.
|
(in millions)
|
December 31, 2014
|
|
December 31, 2013
|
||||
EIP receivables, gross
|
$
|
5,138
|
|
|
$
|
2,882
|
|
Unamortized imputed discount
|
(332
|
)
|
|
(276
|
)
|
||
EIP receivables, net of unamortized imputed discount
|
4,806
|
|
|
2,606
|
|
||
Allowance for credit losses
|
(116
|
)
|
|
(60
|
)
|
||
EIP receivables, net
|
$
|
4,690
|
|
|
$
|
2,546
|
|
|
|
|
|
||||
Classified on the balance sheet as:
|
|
|
|
||||
Equipment installment plan receivables, net
|
$
|
3,062
|
|
|
$
|
1,471
|
|
Equipment installment plan receivables due after one year, net
|
1,628
|
|
|
1,075
|
|
||
EIP receivables, net
|
$
|
4,690
|
|
|
$
|
2,546
|
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||||||||||||||||
(in millions)
|
Prime
|
|
Subprime
|
|
Total
|
|
Prime
|
|
Subprime
|
|
Total
|
||||||||||||
Unbilled
|
$
|
2,639
|
|
|
$
|
2,213
|
|
|
$
|
4,852
|
|
|
$
|
1,482
|
|
|
$
|
1,270
|
|
|
$
|
2,752
|
|
Billed – Current
|
104
|
|
|
95
|
|
|
199
|
|
|
45
|
|
|
45
|
|
|
90
|
|
||||||
Billed – Past Due
|
35
|
|
|
52
|
|
|
87
|
|
|
15
|
|
|
25
|
|
|
40
|
|
||||||
EIP receivables, gross
|
$
|
2,778
|
|
|
$
|
2,360
|
|
|
$
|
5,138
|
|
|
$
|
1,542
|
|
|
$
|
1,340
|
|
|
$
|
2,882
|
|
(in millions)
|
2014
|
|
2013
|
||||
Imputed discount and allowance for credit losses, beginning of year
|
$
|
336
|
|
|
$
|
125
|
|
Bad debt expense
|
285
|
|
|
161
|
|
||
Write-offs, net of recoveries
|
(229
|
)
|
|
(116
|
)
|
||
Change in imputed discount on short-term and long-term EIP receivables
|
56
|
|
|
166
|
|
||
Imputed discount and allowance for credit losses, end of year
|
$
|
448
|
|
|
$
|
336
|
|
(in millions)
|
Useful Lives
|
|
December 31,
2014 |
|
December 31,
2013 |
||||
Buildings and equipment
|
Up to 40 years
|
|
$
|
1,948
|
|
|
$
|
1,862
|
|
Wireless communications systems
|
Up to 20 years
|
|
25,633
|
|
|
24,594
|
|
||
Leasehold improvements
|
Up to 12 years
|
|
988
|
|
|
971
|
|
||
Capitalized software
|
Up to 7 years
|
|
7,593
|
|
|
6,424
|
|
||
Construction in progress
|
|
|
1,874
|
|
|
1,147
|
|
||
Accumulated depreciation and amortization
|
|
|
(21,791
|
)
|
|
(19,649
|
)
|
||
Property and equipment, net
|
|
|
$
|
16,245
|
|
|
$
|
15,349
|
|
(in millions)
|
December 31,
2014 |
|
December 31,
2013 |
||||
Asset retirement obligations, beginning of year
|
$
|
388
|
|
|
$
|
136
|
|
Liabilities incurred
|
3
|
|
|
—
|
|
||
Liabilities assumed in connection with the business combination with MetroPCS
|
—
|
|
|
211
|
|
||
Liabilities settled
|
(21
|
)
|
|
—
|
|
||
Accretion expense
|
20
|
|
|
15
|
|
||
Revisions in estimated cash flows
|
—
|
|
|
26
|
|
||
Asset retirement obligations, end of year
|
$
|
390
|
|
|
$
|
388
|
|
|
|
|
|
||||
Classified on the balance sheet as:
|
|
|
|
||||
Other current liabilities
|
$
|
179
|
|
|
$
|
—
|
|
Other long-term liabilities
|
211
|
|
|
388
|
|
||
Asset retirement obligations
|
$
|
390
|
|
|
$
|
388
|
|
(in millions)
|
December 31,
2012 |
|
Net Changes
|
|
December 31,
2013 |
|
Net Changes
|
|
December 31,
2014 |
||||||||||
Goodwill, gross
|
$
|
18,465
|
|
|
$
|
1,683
|
|
|
$
|
20,148
|
|
|
$
|
—
|
|
|
$
|
20,148
|
|
Accumulated impairment
|
(18,465
|
)
|
|
—
|
|
|
(18,465
|
)
|
|
—
|
|
|
(18,465
|
)
|
|||||
Goodwill
|
$
|
—
|
|
|
$
|
1,683
|
|
|
$
|
1,683
|
|
|
$
|
—
|
|
|
$
|
1,683
|
|
(in millions)
|
December 31,
2012 |
|
Net Changes
|
|
December 31,
2013 |
|
Net Changes
|
|
December 31,
2014 |
||||||||||
Spectrum licenses
|
$
|
14,550
|
|
|
$
|
3,572
|
|
|
$
|
18,122
|
|
|
$
|
3,833
|
|
|
$
|
21,955
|
|
|
Useful Lives
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||||||||||||||||
(in millions)
|
|
Gross
Amount |
|
Accumulated Amortization
|
|
Net
Amount |
|
Gross
Amount |
|
Accumulated Amortization
|
|
Net
Amount |
|||||||||||||
Customer lists
|
Up to 6 years
|
|
$
|
1,313
|
|
|
$
|
(700
|
)
|
|
$
|
613
|
|
|
$
|
1,313
|
|
|
$
|
(419
|
)
|
|
$
|
894
|
|
Trademarks and patents
|
Up to 12 years
|
|
295
|
|
|
(78
|
)
|
|
217
|
|
|
292
|
|
|
(38
|
)
|
|
254
|
|
||||||
Other
|
Up to 28 years
|
|
71
|
|
|
(31
|
)
|
|
40
|
|
|
75
|
|
|
(19
|
)
|
|
56
|
|
||||||
Other intangible assets
|
|
|
$
|
1,679
|
|
|
$
|
(809
|
)
|
|
$
|
870
|
|
|
$
|
1,680
|
|
|
$
|
(476
|
)
|
|
$
|
1,204
|
|
|
December 31, 2014
|
||||||||||||||
(in millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Other current assets
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
3
|
|
Other assets
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
|
December 31, 2013
|
||||||||||||||
(in millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Other long-term liabilities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
13
|
|
|
$
|
13
|
|
|
Year Ended December 31,
|
||||||||||
(in millions)
|
2014
|
|
2013
|
|
2012
|
||||||
Gain (loss) recognized in other comprehensive income (loss):
|
|
|
|
|
|
||||||
Cross currency interest rate swaps
|
$
|
—
|
|
|
$
|
(17
|
)
|
|
$
|
139
|
|
Gain (loss) recognized in interest expense to affiliates:
|
|
|
|
|
|
||||||
Embedded derivatives
|
18
|
|
|
(13
|
)
|
|
—
|
|
|||
Interest rate swaps
|
—
|
|
|
8
|
|
|
71
|
|
|||
Cross currency interest rate swaps
|
—
|
|
|
53
|
|
|
10
|
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||||||||
(in millions)
|
Carrying Amount
|
|
Fair Value
|
|
Carrying Amount
|
|
Fair Value
|
||||||||
Long-term debt to third parties principal, excluding capital leases
|
$
|
15,600
|
|
|
$
|
16,034
|
|
|
$
|
13,600
|
|
|
$
|
14,251
|
|
Long-term debt to affiliates
|
5,600
|
|
|
5,780
|
|
|
5,600
|
|
|
5,866
|
|
(in millions)
|
December 31, 2014
|
|
December 31,
2013 |
||||
5.250% Senior Notes due 2018
|
$
|
500
|
|
|
$
|
500
|
|
7.875% Senior Notes due 2018
|
—
|
|
|
1,000
|
|
||
5.578% Senior Reset Notes to affiliates due 2019 (reset date in April 2015)
|
1,250
|
|
|
1,250
|
|
||
6.464% Senior Notes due 2019
|
1,250
|
|
|
1,250
|
|
||
5.656% Senior Reset Notes to affiliates due 2020 (reset date in April 2015)
|
1,250
|
|
|
1,250
|
|
||
6.542% Senior Notes due 2020
|
1,250
|
|
|
1,250
|
|
||
6.625% Senior Notes due 2020
|
1,000
|
|
|
1,000
|
|
||
5.747% Senior Reset Notes to affiliates due 2021 (reset date in October 2015)
|
1,250
|
|
|
1,250
|
|
||
6.250% Senior Notes due 2021
|
1,750
|
|
|
1,750
|
|
||
6.633% Senior Notes due 2021
|
1,250
|
|
|
1,250
|
|
||
5.845% Senior Reset Notes to affiliates due 2022 (reset date in October 2015)
|
1,250
|
|
|
1,250
|
|
||
6.125% Senior Notes due 2022
|
1,000
|
|
|
1,000
|
|
||
6.731% Senior Notes due 2022
|
1,250
|
|
|
1,250
|
|
||
5.950% Senior Reset Notes to affiliates due 2023 (reset date in April 2016)
|
600
|
|
|
600
|
|
||
6.000% Senior Notes due 2023
|
1,300
|
|
|
—
|
|
||
6.625% Senior Notes due 2023
|
1,750
|
|
|
1,750
|
|
||
6.836% Senior Notes due 2023
|
600
|
|
|
600
|
|
||
6.500% Senior Notes due 2024
|
1,000
|
|
|
1,000
|
|
||
6.375% Senior Notes due 2025
|
1,700
|
|
|
—
|
|
||
Unamortized premium from purchase price allocation fair value adjustment
|
286
|
|
|
410
|
|
||
Capital leases
|
410
|
|
|
353
|
|
||
Financing arrangements
|
64
|
|
|
226
|
|
||
Total debt
|
21,960
|
|
|
20,189
|
|
||
Less: Current portion of capital leases
|
23
|
|
|
18
|
|
||
Less: Financing arrangements
|
64
|
|
|
226
|
|
||
Total long-term debt
|
$
|
21,873
|
|
|
$
|
19,945
|
|
|
|
|
|
||||
Classified on the balance sheet as:
|
|
|
|
||||
Long-term debt
|
$
|
16,273
|
|
|
$
|
14,345
|
|
Long-term debt to affiliates
|
5,600
|
|
|
5,600
|
|
||
Total long-term debt
|
$
|
21,873
|
|
|
$
|
19,945
|
|
(in millions)
|
December 31, 2014
|
|
December 31,
2013 |
||||
JP Morgan Chase
|
$
|
36
|
|
|
$
|
—
|
|
Deutsche Bank
|
50
|
|
|
58
|
|
||
U.S. Bank
|
—
|
|
|
46
|
|
||
Total outstanding balance
|
$
|
86
|
|
|
$
|
104
|
|
(in millions)
|
Total
|
||
Year Ending December 31,
|
|
||
2015
|
$
|
166
|
|
2016
|
166
|
|
|
2017
|
166
|
|
|
2018
|
166
|
|
|
2019
|
166
|
|
|
Thereafter
|
1,316
|
|
|
Total
|
$
|
2,146
|
|
(in millions)
|
December 31,
2014 |
|
December 31,
2013 |
||||
Stock-based compensation expense
|
$
|
196
|
|
|
$
|
100
|
|
Income tax benefit related to stock-based compensation
|
73
|
|
|
38
|
|
(in millions, except per share amounts)
|
Shares
|
|
Weighted-Average Exercise Price
|
|
Weighted-Average Remaining Contractual Term (Years)
|
|||
Outstanding, December 31, 2013
|
6,333,020
|
|
|
$
|
24.64
|
|
|
|
Exercised
|
(1,496,365
|
)
|
|
17.95
|
|
|
|
|
Expired
|
(487,743
|
)
|
|
42.41
|
|
|
|
|
Outstanding and exercisable, December 31, 2014
|
4,348,912
|
|
|
$
|
24.96
|
|
|
3.7
|
|
Year Ended December 31,
|
||||||||||
(in millions)
|
2014
|
|
2013
|
|
2012
|
||||||
U.S.
|
$
|
347
|
|
|
$
|
(5
|
)
|
|
$
|
(6,739
|
)
|
Puerto Rico
|
66
|
|
|
56
|
|
|
(247
|
)
|
|||
Income (loss) before income taxes
|
$
|
413
|
|
|
$
|
51
|
|
|
$
|
(6,986
|
)
|
|
Year Ended December 31,
|
||||||||||
(in millions)
|
2014
|
|
2013
|
|
2012
|
||||||
Current tax expense (benefit)
|
|
|
|
|
|
||||||
Federal
|
$
|
—
|
|
|
$
|
(10
|
)
|
|
$
|
8
|
|
State
|
6
|
|
|
6
|
|
|
24
|
|
|||
Puerto Rico
|
38
|
|
|
10
|
|
|
10
|
|
|||
Total current tax expense
|
44
|
|
|
6
|
|
|
42
|
|
|||
Deferred tax expense (benefit)
|
|
|
|
|
|
||||||
Federal
|
79
|
|
|
24
|
|
|
321
|
|
|||
State
|
40
|
|
|
(22
|
)
|
|
(14
|
)
|
|||
Puerto Rico
|
3
|
|
|
8
|
|
|
1
|
|
|||
Total deferred tax expense
|
122
|
|
|
10
|
|
|
308
|
|
|||
Total income tax expense
|
$
|
166
|
|
|
$
|
16
|
|
|
$
|
350
|
|
|
Year Ended December 31,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
Federal statutory income tax rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State taxes, net of federal benefit
|
4.0
|
|
|
2.5
|
|
|
2.5
|
|
Puerto Rico taxes, net of federal benefit
|
5.0
|
|
|
28.2
|
|
|
0.7
|
|
Change in valuation allowance
|
18.8
|
|
|
(6.1
|
)
|
|
(0.1
|
)
|
Impairment charges
|
—
|
|
|
—
|
|
|
(43.5
|
)
|
State net operating losses and other state tax items
|
(12.8
|
)
|
|
(34.3
|
)
|
|
0.6
|
|
Permanent differences
|
1.4
|
|
|
11.3
|
|
|
(0.1
|
)
|
Federal tax credits, net of reserves
|
(10.6
|
)
|
|
—
|
|
|
—
|
|
Other, net
|
(0.6
|
)
|
|
(5.2
|
)
|
|
(0.1
|
)
|
Effective income tax rate
|
40.2
|
%
|
|
31.4
|
%
|
|
(5.0
|
)%
|
(in millions)
|
December 31, 2014
|
|
December 31, 2013
|
||||
Deferred tax assets
|
|
|
|
||||
Loss carryforwards
|
$
|
2,354
|
|
|
$
|
2,809
|
|
Deferred rents
|
1,034
|
|
|
885
|
|
||
Reserves and accruals
|
454
|
|
|
362
|
|
||
Federal and state tax credits
|
295
|
|
|
224
|
|
||
Debt fair market value adjustment
|
111
|
|
|
159
|
|
||
Other
|
295
|
|
|
274
|
|
||
Deferred tax assets, gross
|
4,543
|
|
|
4,713
|
|
||
Valuation allowance
|
(614
|
)
|
|
(537
|
)
|
||
Deferred tax assets, net
|
3,929
|
|
|
4,176
|
|
||
Deferred tax liabilities
|
|
|
|
||||
Spectrum licenses
|
5,629
|
|
|
5,007
|
|
||
Property and equipment
|
1,877
|
|
|
2,550
|
|
||
Other intangible assets
|
297
|
|
|
418
|
|
||
Other
|
11
|
|
|
7
|
|
||
Total deferred tax liabilities
|
7,814
|
|
|
7,982
|
|
||
Net deferred tax liabilities
|
$
|
3,885
|
|
|
$
|
3,806
|
|
|
|
|
|
||||
Classified on the balance sheet as:
|
|
|
|
||||
Current deferred tax assets, net
|
$
|
988
|
|
|
$
|
839
|
|
Non-current deferred tax liabilities, net
|
4,873
|
|
|
4,645
|
|
||
Net deferred tax liabilities
|
$
|
3,885
|
|
|
$
|
3,806
|
|
|
Year Ended December 31,
|
||||||||||
(in millions)
|
2014
|
|
2013
|
|
2012
|
||||||
Unrecognized tax benefits, beginning of year
|
$
|
178
|
|
|
$
|
89
|
|
|
$
|
97
|
|
Gross decreases to tax positions in prior periods
|
(52
|
)
|
|
(18
|
)
|
|
(10
|
)
|
|||
Gross increases to current period tax positions
|
262
|
|
|
24
|
|
|
2
|
|
|||
Gross increase due to current year business combination
|
—
|
|
|
83
|
|
|
—
|
|
|||
Unrecognized tax benefits, end of year
|
$
|
388
|
|
|
$
|
178
|
|
|
$
|
89
|
|
|
Year Ended December 31,
|
||||||||||
(in millions, except shares and per share amounts)
|
2014
|
|
2013
|
|
2012
|
||||||
Net income (loss)
|
$
|
247
|
|
|
$
|
35
|
|
|
$
|
(7,336
|
)
|
|
|
|
|
|
|
||||||
Weighted average shares outstanding - basic
|
805,284,712
|
|
|
672,955,980
|
|
|
535,286,077
|
|
|||
Dilutive effect of outstanding stock options and awards
|
8,893,887
|
|
|
3,929,235
|
|
|
—
|
|
|||
Dilutive effect of preferred stock
|
1,743,659
|
|
|
—
|
|
|
—
|
|
|||
Weighted average shares outstanding - diluted
|
815,922,258
|
|
|
676,885,215
|
|
|
535,286,077
|
|
|||
|
|
|
|
|
|
||||||
Earnings (loss) per share - basic
|
$
|
0.31
|
|
|
$
|
0.05
|
|
|
$
|
(13.70
|
)
|
Earnings (loss) per share - diluted
|
$
|
0.30
|
|
|
$
|
0.05
|
|
|
$
|
(13.70
|
)
|
|
Operating Leases
|
||||||
(in millions)
|
Dedicated Transportation Lines
|
|
Other Operating Leases
|
||||
Year Ending December 31,
|
|
|
|
||||
2015
|
$
|
258
|
|
|
$
|
2,031
|
|
2016
|
134
|
|
|
1,977
|
|
||
2017
|
67
|
|
|
1,895
|
|
||
2018
|
49
|
|
|
1,744
|
|
||
2019
|
36
|
|
|
1,591
|
|
||
Thereafter
|
33
|
|
|
5,487
|
|
||
Total
|
$
|
577
|
|
|
$
|
14,725
|
|
|
Purchase Commitments
|
||||||
(in millions)
|
Non-Dedicated Transportation Lines
|
|
Other Purchase Commitments
|
||||
Year Ending December 31,
|
|
|
|
||||
2015
|
$
|
715
|
|
|
$
|
1,496
|
|
2016
|
723
|
|
|
608
|
|
||
2017
|
666
|
|
|
2,290
|
|
||
2018
|
510
|
|
|
16
|
|
||
2019
|
435
|
|
|
4
|
|
||
Thereafter
|
935
|
|
|
—
|
|
||
Total
|
$
|
3,984
|
|
|
$
|
4,414
|
|
(in millions)
|
2014
|
|
2013
|
|
2012
|
||||||
Allowances at beginning of year
|
$
|
169
|
|
|
$
|
197
|
|
|
$
|
313
|
|
Bad debt expense
|
444
|
|
|
463
|
|
|
702
|
|
|||
Write-offs, net of recoveries
|
(414
|
)
|
|
(491
|
)
|
|
(818
|
)
|
|||
Allowances at end of year
|
$
|
199
|
|
|
$
|
169
|
|
|
$
|
197
|
|
|
|
|
|
|
|
||||||
Imputed discount at beginning of year
|
$
|
212
|
|
|
$
|
92
|
|
|
$
|
34
|
|
Additions
|
380
|
|
|
283
|
|
|
125
|
|
|||
Interest income
|
(355
|
)
|
|
(185
|
)
|
|
(72
|
)
|
|||
Cancellations and other
|
(92
|
)
|
|
(42
|
)
|
|
(17
|
)
|
|||
Transfer from long-term
|
126
|
|
|
64
|
|
|
22
|
|
|||
Imputed discount at end of year
|
$
|
271
|
|
|
$
|
212
|
|
|
$
|
92
|
|
(in millions)
|
2014
|
|
2013
|
|
2012
|
||||||
Imputed discount at beginning of year
|
$
|
64
|
|
|
$
|
18
|
|
|
$
|
7
|
|
Additions
|
141
|
|
|
121
|
|
|
35
|
|
|||
Cancellations and other
|
(18
|
)
|
|
(11
|
)
|
|
(2
|
)
|
|||
Transfer to current
|
(126
|
)
|
|
(64
|
)
|
|
(22
|
)
|
|||
Imputed discount at end of year
|
$
|
61
|
|
|
$
|
64
|
|
|
$
|
18
|
|
(in millions)
|
December 31, 2014
|
|
December 31, 2013
|
||||
Accounts payable
|
$
|
5,322
|
|
|
$
|
3,026
|
|
Property and other taxes, including payroll
|
605
|
|
|
534
|
|
||
Payroll and related benefits
|
470
|
|
|
394
|
|
||
Interest
|
349
|
|
|
272
|
|
||
Dealer commissions
|
179
|
|
|
118
|
|
||
Toll and interconnect
|
166
|
|
|
74
|
|
||
Network decommissioning
|
78
|
|
|
—
|
|
||
Advertising
|
53
|
|
|
42
|
|
||
Other
|
142
|
|
|
107
|
|
||
Accounts payable and accrued liabilities
|
$
|
7,364
|
|
|
$
|
4,567
|
|
|
|
|
|
Amount Reclassified from AOCI to Income
|
||||||||||
AOCI Component
|
|
Location
|
|
2014
|
|
2013
|
|
2012
|
||||||
Cross Currency Interest Rate Swaps
|
|
Interest expense to affiliates
|
|
$
|
—
|
|
|
$
|
(53
|
)
|
|
$
|
(10
|
)
|
|
|
Income tax effect
|
|
—
|
|
|
20
|
|
|
4
|
|
|||
|
|
Net of tax
|
|
$
|
—
|
|
|
$
|
(33
|
)
|
|
$
|
(6
|
)
|
|
|
|
|
|
|
|
|
|
||||||
Foreign Currency Translation
|
|
Other income, net
|
|
$
|
—
|
|
|
$
|
166
|
|
|
$
|
(2
|
)
|
|
|
Income tax effect
|
|
—
|
|
|
(62
|
)
|
|
1
|
|
|||
|
|
Net of tax
|
|
$
|
—
|
|
|
$
|
104
|
|
|
$
|
(1
|
)
|
|
|
|
|
|
|
|
|
|
||||||
Total reclassifications, net of tax
|
|
|
|
$
|
—
|
|
|
$
|
71
|
|
|
$
|
(7
|
)
|
|
Year Ended December 31,
|
||||||||||
(in millions)
|
2014
|
|
2013
|
|
2012
|
||||||
Discount related to roaming expenses
|
$
|
(61
|
)
|
|
$
|
(16
|
)
|
|
$
|
(16
|
)
|
Fees incurred for use of the T-Mobile brand
|
60
|
|
|
53
|
|
|
50
|
|
|||
Expenses for telecommunications and IT services
|
24
|
|
|
102
|
|
|
105
|
|
|
Year Ended December 31,
|
||||||
(in millions)
|
2013
|
|
2012
|
||||
2013 Restructuring program
|
|
|
|
||||
Restructuring costs
|
$
|
54
|
|
|
$
|
—
|
|
2012 Restructuring program
|
|
|
|
||||
Personnel related restructuring costs
|
—
|
|
|
50
|
|
||
Nonpersonnel related restructuring costs
|
—
|
|
|
35
|
|
||
Total restructuring costs
|
$
|
54
|
|
|
$
|
85
|
|
|
Year Ended December 31,
|
||||||||||
(in millions)
|
2014
|
|
2013
|
|
2012
|
||||||
Interest and income tax payments:
|
|
|
|
|
|
||||||
Interest payments, net of amounts capitalized
|
$
|
1,367
|
|
|
$
|
1,156
|
|
|
$
|
845
|
|
Income tax payments
|
36
|
|
|
20
|
|
|
42
|
|
|||
Noncash investing and financing activities:
|
|
|
|
|
|
||||||
Increase in accounts payable for purchases of property and equipment
|
402
|
|
|
6
|
|
|
465
|
|
|||
Issuance of short-term debt for financing of property and equipment purchases
|
256
|
|
|
470
|
|
|
—
|
|
|||
Assets acquired under capital lease obligations
|
77
|
|
|
3
|
|
|
—
|
|
|||
Relinquishment of accounts receivable from affiliates in satisfaction of long-term debt to affiliates
|
—
|
|
|
—
|
|
|
644
|
|
|||
Spectrum license transactions with affiliates
|
—
|
|
|
—
|
|
|
1,633
|
|
|||
Retirement of long-term debt to affiliates
|
—
|
|
|
14,450
|
|
|
—
|
|
|||
Elimination of net unamortized discounts and premiums on long-term debt to affiliates
|
—
|
|
|
434
|
|
|
—
|
|
|||
Issuance of new long-term debt to affiliates
|
—
|
|
|
11,200
|
|
|
—
|
|
|||
Settlement of accounts receivable from affiliates and other outstanding balances
|
—
|
|
|
363
|
|
|
—
|
|
|||
Income tax benefit from debt recapitalization
|
—
|
|
|
178
|
|
|
—
|
|
|||
Net assets acquired in MetroPCS business combination, excluding cash acquired
|
—
|
|
|
827
|
|
|
—
|
|
(in millions)
|
Parent
|
|
Issuer
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Consolidating and Eliminating Adjustments
|
|
Consolidated
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
2,278
|
|
|
$
|
2,246
|
|
|
$
|
697
|
|
|
$
|
94
|
|
|
$
|
—
|
|
|
$
|
5,315
|
|
Accounts receivable, net
|
—
|
|
|
—
|
|
|
1,817
|
|
|
48
|
|
|
—
|
|
|
1,865
|
|
||||||
Equipment installment plan receivables, net
|
—
|
|
|
—
|
|
|
3,062
|
|
|
—
|
|
|
—
|
|
|
3,062
|
|
||||||
Accounts receivable from affiliates
|
—
|
|
|
—
|
|
|
76
|
|
|
—
|
|
|
—
|
|
|
76
|
|
||||||
Inventories
|
—
|
|
|
—
|
|
|
1,085
|
|
|
—
|
|
|
—
|
|
|
1,085
|
|
||||||
Deferred tax assets, net
|
—
|
|
|
—
|
|
|
988
|
|
|
—
|
|
|
—
|
|
|
988
|
|
||||||
Other current assets
|
—
|
|
|
3
|
|
|
1,341
|
|
|
249
|
|
|
—
|
|
|
1,593
|
|
||||||
Total current assets
|
2,278
|
|
|
2,249
|
|
|
9,066
|
|
|
391
|
|
|
—
|
|
|
13,984
|
|
||||||
Property and equipment, net
|
—
|
|
|
—
|
|
|
15,708
|
|
|
537
|
|
|
—
|
|
|
16,245
|
|
||||||
Goodwill
|
—
|
|
|
—
|
|
|
1,683
|
|
|
—
|
|
|
—
|
|
|
1,683
|
|
||||||
Spectrum licenses
|
—
|
|
|
—
|
|
|
21,955
|
|
|
—
|
|
|
—
|
|
|
21,955
|
|
||||||
Other intangible assets, net
|
—
|
|
|
—
|
|
|
870
|
|
|
—
|
|
|
—
|
|
|
870
|
|
||||||
Investments in subsidiaries, net
|
13,470
|
|
|
30,385
|
|
|
—
|
|
|
—
|
|
|
(43,855
|
)
|
|
—
|
|
||||||
Intercompany receivables
|
—
|
|
|
2,773
|
|
|
—
|
|
|
—
|
|
|
(2,773
|
)
|
|
—
|
|
||||||
Equipment installment plan receivables due after one year, net
|
—
|
|
|
—
|
|
|
1,628
|
|
|
—
|
|
|
—
|
|
|
1,628
|
|
||||||
Other assets
|
2
|
|
|
17
|
|
|
259
|
|
|
124
|
|
|
(114
|
)
|
|
288
|
|
||||||
Total assets
|
$
|
15,750
|
|
|
$
|
35,424
|
|
|
$
|
51,169
|
|
|
$
|
1,052
|
|
|
$
|
(46,742
|
)
|
|
$
|
56,653
|
|
Liabilities and Stockholders' Equity
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts payable and accrued liabilities
|
$
|
—
|
|
|
$
|
349
|
|
|
$
|
6,914
|
|
|
$
|
101
|
|
|
$
|
—
|
|
|
$
|
7,364
|
|
Current payables to affiliates
|
—
|
|
|
56
|
|
|
175
|
|
|
—
|
|
|
—
|
|
|
231
|
|
||||||
Short-term debt
|
—
|
|
|
63
|
|
|
24
|
|
|
—
|
|
|
—
|
|
|
87
|
|
||||||
Deferred revenue
|
—
|
|
|
—
|
|
|
459
|
|
|
—
|
|
|
—
|
|
|
459
|
|
||||||
Other current liabilities
|
—
|
|
|
—
|
|
|
580
|
|
|
55
|
|
|
—
|
|
|
635
|
|
||||||
Total current liabilities
|
—
|
|
|
468
|
|
|
8,152
|
|
|
156
|
|
|
—
|
|
|
8,776
|
|
||||||
Long-term debt
|
—
|
|
|
15,886
|
|
|
387
|
|
|
—
|
|
|
—
|
|
|
16,273
|
|
||||||
Long-term debt to affiliates
|
—
|
|
|
5,600
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,600
|
|
||||||
Long-term financial obligation
|
—
|
|
|
—
|
|
|
271
|
|
|
2,250
|
|
|
—
|
|
|
2,521
|
|
||||||
Deferred tax liabilities
|
—
|
|
|
—
|
|
|
4,987
|
|
|
—
|
|
|
(114
|
)
|
|
4,873
|
|
||||||
Deferred rents
|
—
|
|
|
—
|
|
|
2,331
|
|
|
—
|
|
|
—
|
|
|
2,331
|
|
||||||
Negative carrying value of subsidiaries, net
|
—
|
|
|
—
|
|
|
780
|
|
|
—
|
|
|
(780
|
)
|
|
—
|
|
||||||
Intercompany payables
|
87
|
|
|
—
|
|
|
2,589
|
|
|
97
|
|
|
(2,773
|
)
|
|
—
|
|
||||||
Other long-term liabilities
|
—
|
|
|
—
|
|
|
616
|
|
|
—
|
|
|
—
|
|
|
616
|
|
||||||
Total long-term liabilities
|
87
|
|
|
21,486
|
|
|
11,961
|
|
|
2,347
|
|
|
(3,667
|
)
|
|
32,214
|
|
||||||
Total stockholders' equity
|
15,663
|
|
|
13,470
|
|
|
31,056
|
|
|
(1,451
|
)
|
|
(43,075
|
)
|
|
15,663
|
|
||||||
Total liabilities and stockholders' equity
|
$
|
15,750
|
|
|
$
|
35,424
|
|
|
$
|
51,169
|
|
|
$
|
1,052
|
|
|
$
|
(46,742
|
)
|
|
$
|
56,653
|
|
(in millions)
|
Parent
|
|
Issuer
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Consolidating and Eliminating Adjustments
|
|
Consolidated
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
2,960
|
|
|
$
|
2,698
|
|
|
$
|
57
|
|
|
$
|
176
|
|
|
$
|
—
|
|
|
$
|
5,891
|
|
Accounts receivable, net
|
—
|
|
|
—
|
|
|
2,070
|
|
|
78
|
|
|
—
|
|
|
2,148
|
|
||||||
Equipment installment plan receivables, net
|
—
|
|
|
—
|
|
|
1,471
|
|
|
—
|
|
|
—
|
|
|
1,471
|
|
||||||
Accounts receivable from affiliates
|
—
|
|
|
—
|
|
|
41
|
|
|
—
|
|
|
—
|
|
|
41
|
|
||||||
Inventories
|
—
|
|
|
—
|
|
|
586
|
|
|
—
|
|
|
—
|
|
|
586
|
|
||||||
Deferred tax assets, net
|
—
|
|
|
—
|
|
|
824
|
|
|
15
|
|
|
—
|
|
|
839
|
|
||||||
Other current assets
|
—
|
|
|
—
|
|
|
1,250
|
|
|
2
|
|
|
—
|
|
|
1,252
|
|
||||||
Total current assets
|
2,960
|
|
|
2,698
|
|
|
6,299
|
|
|
271
|
|
|
—
|
|
|
12,228
|
|
||||||
Property and equipment, net
|
—
|
|
|
—
|
|
|
14,754
|
|
|
595
|
|
|
—
|
|
|
15,349
|
|
||||||
Goodwill
|
—
|
|
|
—
|
|
|
1,683
|
|
|
—
|
|
|
—
|
|
|
1,683
|
|
||||||
Spectrum licenses
|
—
|
|
|
—
|
|
|
18,122
|
|
|
—
|
|
|
—
|
|
|
18,122
|
|
||||||
Other intangible assets, net
|
—
|
|
|
—
|
|
|
1,204
|
|
|
—
|
|
|
—
|
|
|
1,204
|
|
||||||
Investments in subsidiaries, net
|
11,484
|
|
|
29,123
|
|
|
—
|
|
|
—
|
|
|
(40,607
|
)
|
|
—
|
|
||||||
Intercompany receivables
|
—
|
|
|
—
|
|
|
418
|
|
|
—
|
|
|
(418
|
)
|
|
—
|
|
||||||
Equipment installment plan receivables due after one year, net
|
—
|
|
|
—
|
|
|
1,075
|
|
|
—
|
|
|
—
|
|
|
1,075
|
|
||||||
Other assets
|
2
|
|
|
24
|
|
|
217
|
|
|
93
|
|
|
(44
|
)
|
|
292
|
|
||||||
Total assets
|
$
|
14,446
|
|
|
$
|
31,845
|
|
|
$
|
43,772
|
|
|
$
|
959
|
|
|
$
|
(41,069
|
)
|
|
$
|
49,953
|
|
Liabilities and Stockholders' Equity
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts payable and accrued liabilities
|
$
|
—
|
|
|
$
|
273
|
|
|
$
|
4,218
|
|
|
$
|
76
|
|
|
$
|
—
|
|
|
$
|
4,567
|
|
Current payables to affiliates
|
—
|
|
|
56
|
|
|
143
|
|
|
—
|
|
|
—
|
|
|
199
|
|
||||||
Short-term debt
|
—
|
|
|
226
|
|
|
18
|
|
|
—
|
|
|
—
|
|
|
244
|
|
||||||
Deferred revenue
|
—
|
|
|
—
|
|
|
445
|
|
|
—
|
|
|
—
|
|
|
445
|
|
||||||
Other current liabilities
|
—
|
|
|
—
|
|
|
313
|
|
|
40
|
|
|
—
|
|
|
353
|
|
||||||
Total current liabilities
|
—
|
|
|
555
|
|
|
5,137
|
|
|
116
|
|
|
—
|
|
|
5,808
|
|
||||||
Long-term debt
|
—
|
|
|
14,010
|
|
|
335
|
|
|
—
|
|
|
—
|
|
|
14,345
|
|
||||||
Long-term debt to affiliates
|
—
|
|
|
5,600
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,600
|
|
||||||
Long-term financial obligation
|
—
|
|
|
—
|
|
|
365
|
|
|
2,131
|
|
|
—
|
|
|
2,496
|
|
||||||
Deferred tax liabilities
|
—
|
|
|
—
|
|
|
4,689
|
|
|
—
|
|
|
(44
|
)
|
|
4,645
|
|
||||||
Deferred rents
|
—
|
|
|
—
|
|
|
2,113
|
|
|
—
|
|
|
—
|
|
|
2,113
|
|
||||||
Negative carrying value of subsidiaries, net
|
—
|
|
|
—
|
|
|
779
|
|
|
—
|
|
|
(779
|
)
|
|
—
|
|
||||||
Intercompany payables
|
201
|
|
|
183
|
|
|
—
|
|
|
34
|
|
|
(418
|
)
|
|
—
|
|
||||||
Other long-term liabilities
|
—
|
|
|
13
|
|
|
688
|
|
|
—
|
|
|
—
|
|
|
701
|
|
||||||
Total long-term liabilities
|
201
|
|
|
19,806
|
|
|
8,969
|
|
|
2,165
|
|
|
(1,241
|
)
|
|
29,900
|
|
||||||
Total stockholders' equity
|
14,245
|
|
|
11,484
|
|
|
29,666
|
|
|
(1,322
|
)
|
|
(39,828
|
)
|
|
14,245
|
|
||||||
Total liabilities and stockholders' equity
|
$
|
14,446
|
|
|
$
|
31,845
|
|
|
$
|
43,772
|
|
|
$
|
959
|
|
|
$
|
(41,069
|
)
|
|
$
|
49,953
|
|
(in millions)
|
Parent
|
|
Issuer
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Consolidating and Eliminating Adjustments
|
|
Consolidated
|
||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
21,483
|
|
|
$
|
1,302
|
|
|
$
|
(410
|
)
|
|
$
|
22,375
|
|
Equipment sales
|
—
|
|
|
—
|
|
|
7,319
|
|
|
—
|
|
|
(530
|
)
|
|
6,789
|
|
||||||
Other revenues
|
—
|
|
|
—
|
|
|
270
|
|
|
140
|
|
|
(10
|
)
|
|
400
|
|
||||||
Total revenues
|
—
|
|
|
—
|
|
|
29,072
|
|
|
1,442
|
|
|
(950
|
)
|
|
29,564
|
|
||||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of services, exclusive of depreciation and amortization shown separately below
|
—
|
|
|
—
|
|
|
5,767
|
|
|
21
|
|
|
—
|
|
|
5,788
|
|
||||||
Cost of equipment sales
|
—
|
|
|
—
|
|
|
9,491
|
|
|
702
|
|
|
(572
|
)
|
|
9,621
|
|
||||||
Selling, general and administrative
|
—
|
|
|
—
|
|
|
8,723
|
|
|
518
|
|
|
(378
|
)
|
|
8,863
|
|
||||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
4,330
|
|
|
82
|
|
|
—
|
|
|
4,412
|
|
||||||
Cost of MetroPCS business combination
|
—
|
|
|
—
|
|
|
299
|
|
|
—
|
|
|
—
|
|
|
299
|
|
||||||
Gain on disposal of spectrum licenses
|
—
|
|
|
—
|
|
|
(840
|
)
|
|
—
|
|
|
—
|
|
|
(840
|
)
|
||||||
Other, net
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
5
|
|
||||||
Total operating expenses
|
—
|
|
|
—
|
|
|
27,775
|
|
|
1,323
|
|
|
(950
|
)
|
|
28,148
|
|
||||||
Operating income
|
—
|
|
|
—
|
|
|
1,297
|
|
|
119
|
|
|
—
|
|
|
1,416
|
|
||||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense to affiliates
|
—
|
|
|
(278
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(278
|
)
|
||||||
Interest expense
|
—
|
|
|
(838
|
)
|
|
(55
|
)
|
|
(180
|
)
|
|
—
|
|
|
(1,073
|
)
|
||||||
Interest income
|
—
|
|
|
—
|
|
|
359
|
|
|
—
|
|
|
—
|
|
|
359
|
|
||||||
Other income (expense), net
|
—
|
|
|
85
|
|
|
4
|
|
|
—
|
|
|
(100
|
)
|
|
(11
|
)
|
||||||
Total other income (expense), net
|
—
|
|
|
(1,031
|
)
|
|
308
|
|
|
(180
|
)
|
|
(100
|
)
|
|
(1,003
|
)
|
||||||
Income (loss) before income taxes
|
—
|
|
|
(1,031
|
)
|
|
1,605
|
|
|
(61
|
)
|
|
(100
|
)
|
|
413
|
|
||||||
Income tax expense (benefit)
|
—
|
|
|
—
|
|
|
189
|
|
|
(23
|
)
|
|
—
|
|
|
166
|
|
||||||
Earnings (loss) of subsidiaries
|
247
|
|
|
1,278
|
|
|
(54
|
)
|
|
—
|
|
|
(1,471
|
)
|
|
—
|
|
||||||
Net income (loss)
|
247
|
|
|
247
|
|
|
1,362
|
|
|
(38
|
)
|
|
(1,571
|
)
|
|
247
|
|
||||||
Other comprehensive income (loss), net of tax
|
(2
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|
—
|
|
|
4
|
|
|
(2
|
)
|
||||||
Total comprehensive income (loss)
|
$
|
245
|
|
|
$
|
245
|
|
|
$
|
1,360
|
|
|
$
|
(38
|
)
|
|
$
|
(1,567
|
)
|
|
$
|
245
|
|
(in millions)
|
Parent
|
|
Issuer
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Consolidating and Eliminating Adjustments
|
|
Consolidated
|
||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
18,396
|
|
|
$
|
823
|
|
|
$
|
(151
|
)
|
|
$
|
19,068
|
|
Equipment sales
|
—
|
|
|
—
|
|
|
5,728
|
|
|
—
|
|
|
(695
|
)
|
|
5,033
|
|
||||||
Other revenues
|
—
|
|
|
—
|
|
|
251
|
|
|
142
|
|
|
(74
|
)
|
|
319
|
|
||||||
Total revenues
|
—
|
|
|
—
|
|
|
24,375
|
|
|
965
|
|
|
(920
|
)
|
|
24,420
|
|
||||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of services, exclusive of depreciation and amortization shown separately below
|
—
|
|
|
—
|
|
|
5,302
|
|
|
50
|
|
|
(73
|
)
|
|
5,279
|
|
||||||
Cost of equipment sales
|
—
|
|
|
—
|
|
|
7,180
|
|
|
552
|
|
|
(756
|
)
|
|
6,976
|
|
||||||
Selling, general and administrative
|
—
|
|
|
—
|
|
|
7,283
|
|
|
190
|
|
|
(91
|
)
|
|
7,382
|
|
||||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
3,545
|
|
|
82
|
|
|
—
|
|
|
3,627
|
|
||||||
Cost of MetroPCS business combination
|
—
|
|
|
—
|
|
|
108
|
|
|
—
|
|
|
—
|
|
|
108
|
|
||||||
Gain on disposal of spectrum licenses
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
||||||
Other, net
|
—
|
|
|
—
|
|
|
54
|
|
|
—
|
|
|
—
|
|
|
54
|
|
||||||
Total operating expenses
|
—
|
|
|
—
|
|
|
23,470
|
|
|
874
|
|
|
(920
|
)
|
|
23,424
|
|
||||||
Operating income
|
—
|
|
|
—
|
|
|
905
|
|
|
91
|
|
|
—
|
|
|
996
|
|
||||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense to affiliates
|
—
|
|
|
(678
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(678
|
)
|
||||||
Interest expense
|
—
|
|
|
(317
|
)
|
|
(55
|
)
|
|
(173
|
)
|
|
—
|
|
|
(545
|
)
|
||||||
Interest income
|
—
|
|
|
—
|
|
|
189
|
|
|
—
|
|
|
—
|
|
|
189
|
|
||||||
Other income (expense), net
|
—
|
|
|
94
|
|
|
(6
|
)
|
|
1
|
|
|
—
|
|
|
89
|
|
||||||
Total other income (expense), net
|
—
|
|
|
(901
|
)
|
|
128
|
|
|
(172
|
)
|
|
—
|
|
|
(945
|
)
|
||||||
Income (loss) before income taxes
|
—
|
|
|
(901
|
)
|
|
1,033
|
|
|
(81
|
)
|
|
—
|
|
|
51
|
|
||||||
Income tax expense (benefit)
|
—
|
|
|
—
|
|
|
45
|
|
|
(29
|
)
|
|
—
|
|
|
16
|
|
||||||
Earnings (loss) of subsidiaries
|
(104
|
)
|
|
936
|
|
|
(54
|
)
|
|
—
|
|
|
(778
|
)
|
|
—
|
|
||||||
Net income (loss)
|
(104
|
)
|
|
35
|
|
|
934
|
|
|
(52
|
)
|
|
(778
|
)
|
|
35
|
|
||||||
Other comprehensive income (loss), net of tax
|
—
|
|
|
(38
|
)
|
|
24
|
|
|
—
|
|
|
(24
|
)
|
|
(38
|
)
|
||||||
Total comprehensive income (loss)
|
$
|
(104
|
)
|
|
$
|
(3
|
)
|
|
$
|
958
|
|
|
$
|
(52
|
)
|
|
$
|
(802
|
)
|
|
$
|
(3
|
)
|
(in millions)
|
Parent
|
|
Issuer
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Consolidating and Eliminating Adjustments
|
|
Consolidated
|
||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16,610
|
|
|
$
|
712
|
|
|
$
|
(109
|
)
|
|
$
|
17,213
|
|
Equipment sales
|
—
|
|
|
—
|
|
|
2,783
|
|
|
—
|
|
|
(541
|
)
|
|
2,242
|
|
||||||
Other revenues
|
—
|
|
|
—
|
|
|
319
|
|
|
83
|
|
|
(138
|
)
|
|
264
|
|
||||||
Total revenues
|
—
|
|
|
—
|
|
|
19,712
|
|
|
795
|
|
|
(788
|
)
|
|
19,719
|
|
||||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of services, exclusive of depreciation and amortization shown separately below
|
—
|
|
|
—
|
|
|
4,730
|
|
|
69
|
|
|
(138
|
)
|
|
4,661
|
|
||||||
Cost of equipment sales
|
—
|
|
|
—
|
|
|
3,594
|
|
|
449
|
|
|
(606
|
)
|
|
3,437
|
|
||||||
Selling, general and administrative
|
—
|
|
|
—
|
|
|
6,689
|
|
|
151
|
|
|
(44
|
)
|
|
6,796
|
|
||||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
3,180
|
|
|
7
|
|
|
—
|
|
|
3,187
|
|
||||||
Cost of MetroPCS business combination
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
7
|
|
||||||
Impairment Charges
|
—
|
|
|
—
|
|
|
8,134
|
|
|
—
|
|
|
—
|
|
|
8,134
|
|
||||||
Gain on disposal of spectrum licenses
|
—
|
|
|
—
|
|
|
(205
|
)
|
|
—
|
|
|
—
|
|
|
(205
|
)
|
||||||
Other, net
|
—
|
|
|
—
|
|
|
99
|
|
|
—
|
|
|
—
|
|
|
99
|
|
||||||
Total operating expenses
|
—
|
|
|
—
|
|
|
26,228
|
|
|
676
|
|
|
(788
|
)
|
|
26,116
|
|
||||||
Operating income (loss)
|
—
|
|
|
—
|
|
|
(6,516
|
)
|
|
119
|
|
|
—
|
|
|
(6,397
|
)
|
||||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense to affiliates
|
—
|
|
|
(661
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(661
|
)
|
||||||
Interest income
|
—
|
|
|
—
|
|
|
77
|
|
|
—
|
|
|
—
|
|
|
77
|
|
||||||
Other income (expense), net
|
—
|
|
|
38
|
|
|
(36
|
)
|
|
(7
|
)
|
|
—
|
|
|
(5
|
)
|
||||||
Total other income (expense), net
|
—
|
|
|
(623
|
)
|
|
41
|
|
|
(7
|
)
|
|
—
|
|
|
(589
|
)
|
||||||
Income (loss) before income taxes
|
—
|
|
|
(623
|
)
|
|
(6,475
|
)
|
|
112
|
|
|
—
|
|
|
(6,986
|
)
|
||||||
Income tax expense
|
—
|
|
|
—
|
|
|
310
|
|
|
40
|
|
|
—
|
|
|
350
|
|
||||||
Loss of subsidiaries
|
—
|
|
|
(6,713
|
)
|
|
—
|
|
|
—
|
|
|
6,713
|
|
|
—
|
|
||||||
Net income (loss)
|
—
|
|
|
(7,336
|
)
|
|
(6,785
|
)
|
|
72
|
|
|
6,713
|
|
|
(7,336
|
)
|
||||||
Other comprehensive income (loss), net of tax
|
—
|
|
|
69
|
|
|
(41
|
)
|
|
—
|
|
|
41
|
|
|
69
|
|
||||||
Total comprehensive income (loss)
|
$
|
—
|
|
|
$
|
(7,267
|
)
|
|
$
|
(6,826
|
)
|
|
$
|
72
|
|
|
$
|
6,754
|
|
|
$
|
(7,267
|
)
|
(in millions)
|
Parent
|
|
Issuer
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Consolidating and Eliminating Adjustments
|
|
Consolidated
|
||||||||||||
Operating activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net cash provided by (used in) operating activities
|
$
|
9
|
|
|
$
|
(5,145
|
)
|
|
$
|
9,364
|
|
|
$
|
18
|
|
|
$
|
(100
|
)
|
|
$
|
4,146
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchases of property and equipment
|
—
|
|
|
—
|
|
|
(4,317
|
)
|
|
—
|
|
|
—
|
|
|
(4,317
|
)
|
||||||
Purchases of spectrum licenses and other intangible assets, including deposits
|
—
|
|
|
—
|
|
|
(2,900
|
)
|
|
—
|
|
|
—
|
|
|
(2,900
|
)
|
||||||
Proceeds from disposals of property and equipment and intangible assets
|
—
|
|
|
—
|
|
|
20
|
|
|
—
|
|
|
—
|
|
|
20
|
|
||||||
Investment in subsidiaries
|
(1,700
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,700
|
|
|
—
|
|
||||||
Payments to acquire financial assets, net
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
||||||
Investments in unconsolidated affiliates, net
|
—
|
|
|
—
|
|
|
(40
|
)
|
|
—
|
|
|
—
|
|
|
(40
|
)
|
||||||
Net cash used in investing activities
|
(1,700
|
)
|
|
—
|
|
|
(7,246
|
)
|
|
—
|
|
|
1,700
|
|
|
(7,246
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from capital contribution
|
—
|
|
|
1,700
|
|
|
—
|
|
|
—
|
|
|
(1,700
|
)
|
|
—
|
|
||||||
Proceeds from issuance of long-term debt
|
—
|
|
|
2,993
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,993
|
|
||||||
Repayments of long-term debt and capital lease obligations
|
—
|
|
|
—
|
|
|
(1,019
|
)
|
|
—
|
|
|
—
|
|
|
(1,019
|
)
|
||||||
Proceeds from issuance of preferred stock
|
982
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
982
|
|
||||||
Repayments of short-term debt for purchases of inventory, property and equipment, net
|
—
|
|
|
—
|
|
|
(418
|
)
|
|
—
|
|
|
—
|
|
|
(418
|
)
|
||||||
Intercompany dividend paid
|
—
|
|
|
—
|
|
|
—
|
|
|
(100
|
)
|
|
100
|
|
|
—
|
|
||||||
Proceeds from exercise of stock options
|
27
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27
|
|
||||||
Taxes paid related to net share settlement of stock awards
|
—
|
|
|
—
|
|
|
(73
|
)
|
|
—
|
|
|
—
|
|
|
(73
|
)
|
||||||
Excess tax benefit from stock-based compensation
|
—
|
|
|
—
|
|
|
34
|
|
|
—
|
|
|
—
|
|
|
34
|
|
||||||
Other, net
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
||||||
Net cash provided by (used in) financing activities
|
1,009
|
|
|
4,693
|
|
|
(1,478
|
)
|
|
(100
|
)
|
|
(1,600
|
)
|
|
2,524
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Change in cash and cash equivalents
|
(682
|
)
|
|
(452
|
)
|
|
640
|
|
|
(82
|
)
|
|
—
|
|
|
(576
|
)
|
||||||
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Beginning of period
|
2,960
|
|
|
2,698
|
|
|
57
|
|
|
176
|
|
|
—
|
|
|
5,891
|
|
||||||
End of period
|
$
|
2,278
|
|
|
$
|
2,246
|
|
|
$
|
697
|
|
|
$
|
94
|
|
|
$
|
—
|
|
|
$
|
5,315
|
|
(in millions)
|
Parent
|
|
Issuer
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Consolidating and Eliminating Adjustments
|
|
Consolidated
|
||||||||||||
Operating activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net cash provided by (used in) operating activities
|
$
|
299
|
|
|
$
|
(1,203
|
)
|
|
$
|
4,380
|
|
|
$
|
69
|
|
|
$
|
—
|
|
|
$
|
3,545
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchases of property and equipment
|
—
|
|
|
—
|
|
|
(4,025
|
)
|
|
—
|
|
|
—
|
|
|
(4,025
|
)
|
||||||
Purchases of spectrum licenses and other intangible assets
|
—
|
|
|
—
|
|
|
(381
|
)
|
|
—
|
|
|
—
|
|
|
(381
|
)
|
||||||
Short term affiliate loan receivable, net
|
—
|
|
|
—
|
|
|
300
|
|
|
—
|
|
|
—
|
|
|
300
|
|
||||||
Proceeds from disposals of property and equipment and intangible assets
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||||
Cash and cash equivalents acquired in MetroPCS business combination
|
737
|
|
|
1,407
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,144
|
|
||||||
Change in restricted cash equivalents
|
—
|
|
|
—
|
|
|
(100
|
)
|
|
—
|
|
|
—
|
|
|
(100
|
)
|
||||||
Investments in unconsolidated affiliates, net
|
—
|
|
|
—
|
|
|
(33
|
)
|
|
—
|
|
|
—
|
|
|
(33
|
)
|
||||||
Net cash provided by (used) in investing activities
|
737
|
|
|
1,407
|
|
|
(4,236
|
)
|
|
—
|
|
|
—
|
|
|
(2,092
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from issuance of long-term debt
|
—
|
|
|
2,494
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,494
|
|
||||||
Repayments of capital lease obligations
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
||||||
Proceeds from issuance of common stock
|
1,787
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,787
|
|
||||||
Repayments of short-term debt for purchases of property and equipment
|
—
|
|
|
—
|
|
|
(244
|
)
|
|
—
|
|
|
—
|
|
|
(244
|
)
|
||||||
Repayments related to a variable interest entity
|
—
|
|
|
—
|
|
|
(80
|
)
|
|
—
|
|
|
—
|
|
|
(80
|
)
|
||||||
Distribution to affiliate
|
—
|
|
|
—
|
|
|
(41
|
)
|
|
—
|
|
|
—
|
|
|
(41
|
)
|
||||||
Proceeds from exercise of stock options
|
137
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
137
|
|
||||||
Net cash provided by (used in) financing activities
|
1,924
|
|
|
2,494
|
|
|
(374
|
)
|
|
—
|
|
|
—
|
|
|
4,044
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Change in cash and cash equivalents
|
2,960
|
|
|
2,698
|
|
|
(230
|
)
|
|
69
|
|
|
—
|
|
|
5,497
|
|
||||||
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Beginning of period
|
—
|
|
|
—
|
|
|
287
|
|
|
107
|
|
|
—
|
|
|
394
|
|
||||||
End of period
|
$
|
2,960
|
|
|
$
|
2,698
|
|
|
$
|
57
|
|
|
$
|
176
|
|
|
$
|
—
|
|
|
$
|
5,891
|
|
(in millions)
|
Parent
|
|
Issuer
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Consolidating and Eliminating Adjustments
|
|
Consolidated
|
||||||||||||
Operating activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net cash provided by (used in) operating activities
|
$
|
—
|
|
|
$
|
(66
|
)
|
|
$
|
3,872
|
|
|
$
|
56
|
|
|
$
|
—
|
|
|
$
|
3,862
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchases of property and equipment
|
—
|
|
|
—
|
|
|
(2,901
|
)
|
|
—
|
|
|
—
|
|
|
(2,901
|
)
|
||||||
Purchases of spectrum licenses and other intangible assets
|
—
|
|
|
—
|
|
|
(387
|
)
|
|
—
|
|
|
—
|
|
|
(387
|
)
|
||||||
Short term affiliate loan receivable, net
|
—
|
|
|
—
|
|
|
(651
|
)
|
|
—
|
|
|
—
|
|
|
(651
|
)
|
||||||
Proceeds from disposals of property and equipment and intangible assets
|
—
|
|
|
—
|
|
|
51
|
|
|
—
|
|
|
—
|
|
|
51
|
|
||||||
Payments to acquire financial assets, net
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
||||||
Investments in unconsolidated affiliates, net
|
—
|
|
|
—
|
|
|
(22
|
)
|
|
—
|
|
|
—
|
|
|
(22
|
)
|
||||||
Net cash used in investing activities
|
—
|
|
|
—
|
|
|
(3,915
|
)
|
|
—
|
|
|
—
|
|
|
(3,915
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from financial obligation
|
—
|
|
|
2,469
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,469
|
|
||||||
Repayments related to a variable interest entity
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
||||||
Distribution to affiliate
|
—
|
|
|
(2,403
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,403
|
)
|
||||||
Net cash provided by (used in) financing activities
|
—
|
|
|
66
|
|
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
57
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Change in cash and cash equivalents
|
—
|
|
|
—
|
|
|
(52
|
)
|
|
56
|
|
|
—
|
|
|
4
|
|
||||||
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Beginning of period
|
—
|
|
|
—
|
|
|
339
|
|
|
51
|
|
|
—
|
|
|
390
|
|
||||||
End of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
287
|
|
|
$
|
107
|
|
|
$
|
—
|
|
|
$
|
394
|
|
(in millions, except share and per share amounts)
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
|
Full Year
|
||||||||||
2014
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues
|
$
|
6,875
|
|
|
$
|
7,185
|
|
|
$
|
7,350
|
|
|
$
|
8,154
|
|
|
$
|
29,564
|
|
Operating income (loss)
|
(28
|
)
|
|
962
|
|
|
49
|
|
|
433
|
|
|
1,416
|
|
|||||
Net income (loss)
|
(151
|
)
|
|
391
|
|
|
(94
|
)
|
|
101
|
|
|
247
|
|
|||||
Earnings (loss) per share
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
(0.19
|
)
|
|
$
|
0.49
|
|
|
$
|
(0.12
|
)
|
|
$
|
0.13
|
|
|
$
|
0.31
|
|
Diluted
|
$
|
(0.19
|
)
|
|
$
|
0.48
|
|
|
$
|
(0.12
|
)
|
|
$
|
0.12
|
|
|
$
|
0.30
|
|
Weighted average shares outstanding
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
802,520,723
|
|
|
803,923,913
|
|
|
807,221,761
|
|
|
807,396,425
|
|
|
805,284,712
|
|
|||||
Diluted
|
802,520,723
|
|
|
813,556,137
|
|
|
807,221,761
|
|
|
821,707,289
|
|
|
815,922,258
|
|
|||||
Net income (loss) includes:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of MetroPCS business combination
|
$
|
12
|
|
|
$
|
22
|
|
|
$
|
97
|
|
|
$
|
168
|
|
|
$
|
299
|
|
Gains on disposal of spectrum licenses
|
(10
|
)
|
|
(747
|
)
|
|
(13
|
)
|
|
(70
|
)
|
|
(840
|
)
|
|||||
2013
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues
|
$
|
4,677
|
|
|
$
|
6,228
|
|
|
$
|
6,688
|
|
|
$
|
6,827
|
|
|
$
|
24,420
|
|
Operating income
|
379
|
|
|
181
|
|
|
297
|
|
|
139
|
|
|
996
|
|
|||||
Net income (loss)
|
107
|
|
|
(16
|
)
|
|
(36
|
)
|
|
(20
|
)
|
|
35
|
|
|||||
Earnings (loss) per share
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
0.20
|
|
|
$
|
(0.02
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
0.05
|
|
Diluted
|
$
|
0.20
|
|
|
$
|
(0.02
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
0.05
|
|
Weighted average shares outstanding
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
535,286,077
|
|
|
664,603,682
|
|
|
726,877,458
|
|
|
761,964,720
|
|
|
672,955,980
|
|
|||||
Diluted
|
535,286,077
|
|
|
664,603,682
|
|
|
726,877,458
|
|
|
761,964,720
|
|
|
676,885,215
|
|
|||||
Net income (loss) includes:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of MetroPCS business combination
|
$
|
13
|
|
|
$
|
26
|
|
|
$
|
12
|
|
|
$
|
57
|
|
|
$
|
108
|
|
Gains on disposal of spectrum licenses
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||||
Restructuring costs
|
31
|
|
|
23
|
|
|
—
|
|
|
—
|
|
|
54
|
|
|
|
T-MOBILE US, INC.
|
|
|
|
February 19, 2015
|
|
/s/ John J. Legere
|
|
|
John J. Legere
President and Chief Executive Officer
|
Signature
|
|
Title
|
|
|
|
/s/ John J. Legere
|
|
President and Chief Executive Officer and
|
John J. Legere
|
|
Director (Principal Executive Officer)
|
|
|
|
/s/ J. Braxton Carter
|
|
Executive Vice President and Chief Financial Officer
|
J. Braxton Carter
|
|
(Principal Financial Officer)
|
|
|
|
/s/ Michael J. Morgan
|
|
Senior Vice President, Finance and Chief Accounting
|
Michael J. Morgan
|
|
Officer (Principal Accounting Officer)
|
|
|
|
/s/ Timotheus Höttges
|
|
Chairman of the Board
|
Timotheus Höttges
|
|
|
|
|
|
/s/ W. Michael Barnes
|
|
Director
|
W. Michael Barnes
|
|
|
|
|
|
/s/ Thomas Dannenfeldt
|
|
Director
|
Thomas Dannenfeldt
|
|
|
|
|
|
/s/ Srikant Datar
|
|
Director
|
Srikant Datar
|
|
|
|
|
|
/s/ Lawrence H. Guffey
|
|
Director
|
Lawrence H. Guffey
|
|
|
|
|
|
/s/ Bruno Jacobfeuerborn
|
|
Director
|
Bruno Jacobfeuerborn
|
|
|
|
|
|
/s/ Raphael Kübler
|
|
Director
|
Raphael Kübler
|
|
|
|
|
|
/s/ Thorsten Langheim
|
|
Director
|
Thorsten Langheim
|
|
|
|
|
|
/s/ Teresa A. Taylor
|
|
Director
|
Teresa A. Taylor
|
|
|
|
|
|
/s/ Kelvin R. Westbrook
|
|
Director
|
Kelvin R. Westbrook
|
|
|
|
|
|
|
Incorporated by Reference
|
|
|
||||
Exhibit No.
|
|
Exhibit Description
|
|
Form
|
|
Date of First Filing
|
|
Exhibit Number
|
|
Filed Herein
|
2.1
|
|
Business Combination Agreement, dated as of October 3, 2012, by and among MetroPCS Communications, Inc., Deutsche Telekom AG, T-Mobile Zwischenholding GMBH, T-Mobile Global Holding GMBH and T-Mobile USA, Inc.
|
|
8-K
|
|
10/3/2012
|
|
2.1
|
|
|
2.2
|
|
Consent Solicitation Letter Agreement, dated December 5, 2012, by and among MetroPCS Communications, Inc. and Deutsche Telekom AG, amending Exhibit G to the Business Combination Agreement.
|
|
8-K
|
|
12/7/2012
|
|
2.1
|
|
|
2.3
|
|
Amendment No. 1 to the Business Combination Agreement by and among Deutsche Telekom AG, T-Mobile USA, Inc., T-Mobile Global Zwischenholding GmbH, T-Mobile Global Holding GmbH and MetroPCS Communications, Inc., dated April 14, 2013.
|
|
8-K
|
|
4/15/2013
|
|
2.1
|
|
|
3.1
|
|
Fourth Amended and Restated Certificate of Incorporation.
|
|
8-K
|
|
5/2/2013
|
|
3.1
|
|
|
3.2
|
|
Fifth Amended and Restated Bylaws.
|
|
8-K
|
|
5/2/2013
|
|
3.2
|
|
|
3.3
|
|
Certificate of Designation of 5.50% Mandatory Convertible Preferred Stock, Series A, of T-Mobile US, Inc., dated December 12, 2014.
|
|
8-K
|
|
12/15/2014
|
|
3.1
|
|
|
4.1
|
|
Rights Agreement, dated as of March 29, 2007, between MetroPCS Communications, Inc. and American Stock Transfer & Trust Company, as Rights Agent, which includes the form of Certificate of Designation of Series A Junior Participating Preferred Stock of MetroPCS Communications, Inc. as Exhibit A, the form of Rights Certificate as Exhibit B and the Summary of Rights as Exhibit C.
|
|
8-K
|
|
3/30/2007
|
|
4.1
|
|
|
4.2
|
|
Amendment No. 1 to the Rights Agreement, dated as of October 3, 2012 between MetroPCS Communications, Inc. and American Stock Transfer & Trust Company, as Rights Agent.
|
|
8-K
|
|
10/3/2012
|
|
4.1
|
|
|
4.3
|
|
Indenture, dated September 21, 2010, among MetroPCS Wireless, Inc., the Guarantors (as defined therein) and Wells Fargo Bank, N.A., a trustee.
|
|
8-K
|
|
9/21/2010
|
|
4.1
|
|
|
4.4
|
|
First Supplemental Indenture, dated September 21, 2010, among MetroPCS Wireless, Inc., the Guarantors (as defined therein) and Wells Fargo Bank, N.A., as trustee.
|
|
8-K
|
|
9/21/2010
|
|
4.2
|
|
|
4.5
|
|
Second Supplemental Indenture, dated November 17, 2010, among MetroPCS Wireless, Inc., the Guarantors (as defined therein) and Wells Fargo Bank, N.A., as trustee.
|
|
8-K
|
|
11/17/2010
|
|
4.1
|
|
|
4.6
|
|
Third Supplemental Indenture, dated December 23, 2010, among MetroPCS Wireless, Inc., the Guarantors (as defined therein) and Wells Fargo Bank, N.A., as trustee.
|
|
10-K
|
|
3/1/2011
|
|
10.19(d)
|
|
|
4.7
|
|
Fourth Supplemental Indenture, dated December 23, 2010, among MetroPCS Wireless, Inc., the Guarantors (as defined therein) and Wells Fargo Bank, N.A., as trustee.
|
|
10-K
|
|
3/1/2011
|
|
10.19(e)
|
|
|
4.8
|
|
Fifth Supplemental Indenture, dated as of December 14, 2012, among MetroPCS Wireless, Inc., the Guarantors (as defined therein) and Wells Fargo Bank, N.A., as trustee.
|
|
8-K
|
|
12/17/2012
|
|
4.1
|
|
|
4.9
|
|
Sixth Supplemental Indenture, dated as of December 14, 2012, among MetroPCS Wireless, Inc., the Guarantors (as defined therein) and Wells Fargo Bank, N.A., as trustee.
|
|
8-K
|
|
12/17/2012
|
|
4.2
|
|
|
4.10
|
|
Seventh Supplemental Indenture, dated as of May 1, 2013, among T-Mobile USA, Inc., the guarantors party thereto, and Wells Fargo Bank, N.A., as trustee.
|
|
8-K
|
|
5/2/2013
|
|
4.15
|
|
|
|
|
|
|
Incorporated by Reference
|
|
|
||||
Exhibit No.
|
|
Exhibit Description
|
|
Form
|
|
Date of First Filing
|
|
Exhibit Number
|
|
Filed Herein
|
4.11
|
|
Eighth Supplemental Indenture, dated as of July 15, 2013, among T-Mobile USA, Inc., the guarantors party thereto, and Wells Fargo Bank, N.A., as trustee.
|
|
10-Q
|
|
8/8/2013
|
|
4.19
|
|
|
4.12
|
|
Indenture, dated as of March 19, 2013, by and among MetroPCS Wireless, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee.
|
|
8-K
|
|
3/22/2013
|
|
4.1
|
|
|
4.13
|
|
First Supplemental Indenture, dated as of March 19, 2013, by and among MetroPCS Wireless, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee.
|
|
8-K
|
|
3/22/2013
|
|
4.2
|
|
|
4.14
|
|
Form of 6.250% Senior Notes due 2021.
|
|
8-K
|
|
3/22/2013
|
|
4.3
|
|
|
4.15
|
|
Second Supplemental Indenture, dated as of March 19, 2013, by and among MetroPCS Wireless, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee.
|
|
8-K
|
|
3/22/2013
|
|
4.4
|
|
|
4.16
|
|
Form of 6.625% Senior Notes due 2023.
|
|
8-K
|
|
3/22/2013
|
|
4.5
|
|
|
4.17
|
|
Third Supplemental Indenture, dated as of April 29, 2013, among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee.
|
|
10-Q
|
|
8/8/2013
|
|
4.17
|
|
|
4.18
|
|
Fourth Supplemental Indenture, dated as of May 1, 2013, among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee.
|
|
8-K
|
|
5/2/2013
|
|
4.16
|
|
|
4.19
|
|
Fifth Supplemental Indenture, dated as of July 15, 2013, among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee.
|
|
10-Q
|
|
8/8/2013
|
|
4.20
|
|
|
4.20
|
|
Indenture, dated as of April 28, 2013 among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee.
|
|
8-K
|
|
5/2/2013
|
|
4.1
|
|
|
4.21
|
|
First Supplemental Indenture, dated as of April 28, 2013 among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee.
|
|
8-K
|
|
5/2/2013
|
|
4.2
|
|
|
4.22
|
|
Second Supplemental Indenture, dated as of April 28, 2013 among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee.
|
|
8-K
|
|
5/2/2013
|
|
4.3
|
|
|
4.23
|
|
Third Supplemental Indenture, dated as of April 28, 2013 among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee.
|
|
8-K
|
|
5/2/2013
|
|
4.4
|
|
|
4.24
|
|
Fourth Supplemental Indenture, dated as of April 28, 2013 among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee.
|
|
8-K
|
|
5/2/2013
|
|
4.5
|
|
|
4.25
|
|
Fifth Supplemental Indenture, dated as of April 28, 2013 among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee.
|
|
8-K
|
|
5/2/2013
|
|
4.6
|
|
|
4.26
|
|
Sixth Supplemental Indenture, dated as of April 28, 2013 among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee.
|
|
8-K
|
|
5/2/2013
|
|
4.7
|
|
|
4.27
|
|
Seventh Supplemental Indenture, dated as of April 28, 2013 among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee.
|
|
8-K
|
|
5/2/2013
|
|
4.8
|
|
|
4.28
|
|
Eighth Supplemental Indenture, dated as of April 28, 2013 among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee.
|
|
8-K
|
|
5/2/2013
|
|
4.9
|
|
|
4.29
|
|
Ninth Supplemental Indenture, dated as of April 28, 2013 among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee.
|
|
8-K
|
|
5/2/2013
|
|
4.10
|
|
|
|
|
|
|
Incorporated by Reference
|
|
|
||||
Exhibit No.
|
|
Exhibit Description
|
|
Form
|
|
Date of First Filing
|
|
Exhibit Number
|
|
Filed Herein
|
4.30
|
|
Tenth Supplemental Indenture, dated as of April 28, 2013 among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee.
|
|
8-K
|
|
5/2/2013
|
|
4.11
|
|
|
4.31
|
|
Eleventh Supplemental Indenture, dated as of May 1, 2013 among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee.
|
|
8-K
|
|
5/2/2013
|
|
4.12
|
|
|
4.32
|
|
Twelfth Supplemental Indenture, dated as of July 15, 2013, among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee.
|
|
10-Q
|
|
8/8/2013
|
|
4.18
|
|
|
4.33
|
|
Thirteenth Supplemental Indenture, dated as of August 21, 2013, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of 5.250% Senior Note due 2018.
|
|
8-K
|
|
8/22/2013
|
|
4.1
|
|
|
4.34
|
|
Fourteenth Supplemental Indenture, dated as of November 21, 2013, by and among T-Mobile USA, Inc., the Guarantors and Deutsche Bank Trust Company Americas, as trustee, including the Form of 6.125% Senior Note due 2022.
|
|
8-K
|
|
11/22/2013
|
|
4.1
|
|
|
4.35
|
|
Fifteenth Supplemental Indenture, dated as of November 21, 2013, by and among T-Mobile USA, Inc., the Guarantors and Deutsche Bank Trust Company Americas, as trustee, including the Form of 6.500% Senior Note due 2024.
|
|
8-K
|
|
11/22/2013
|
|
4.2
|
|
|
4.36
|
|
Noteholder Agreement dated as of April 28, 2013, by and between Deutsche Telekom AG and T-Mobile USA, Inc.
|
|
8-K
|
|
5/2/2013
|
|
4.13
|
|
|
4.37
|
|
Sixth Supplemental Indenture, dated as of August 11, 2014, by and among T-Mobile USA, Inc., the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee.
|
|
10-Q
|
|
10/28/2014
|
|
4.1
|
|
|
4.38
|
|
Ninth Supplemental Indenture, dated as of August 11, 2014, by and among T-Mobile USA, Inc., the guarantors party thereto and Wells Fargo Bank, N.A., as trustee.
|
|
10-Q
|
|
10/28/2014
|
|
4.2
|
|
|
4.39
|
|
Sixteenth Supplemental Indenture, dated as of August 11, 2014, by and among T-Mobile USA, Inc., the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee.
|
|
10-Q
|
|
10/28/2014
|
|
4.3
|
|
|
4.40
|
|
Seventeenth Supplemental Indenture, dated as of September 5, 2014, by and among T-Mobile USA, Inc., the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee, including the Form of 6.000% Senior Notes due 2023.
|
|
8-K
|
|
9/5/2014
|
|
4.1
|
|
|
4.41
|
|
Eighteenth Supplemental Indenture, dated as of September 5, 2014, by and among T-Mobile USA, Inc., the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee, including the Form of 6.375% Senior Notes due 2025.
|
|
8-K
|
|
9/5/2014
|
|
4.2
|
|
|
10.1
|
|
Master Agreement, dated as of September 28, 2012, among T-Mobile USA, Inc., Crown Castle International Corp., and certain T-Mobile and Crown subsidiaries.
|
|
10-Q
|
|
8/8/2013
|
|
10.1
|
|
|
10.2
|
|
Amendment No. 1, to Master Agreement, dated as of November 30, 2012, among Crown Castle International Corp., and certain T-Mobile and Crown subsidiaries.
|
|
10-Q
|
|
8/8/2013
|
|
10.2
|
|
|
10.3
|
|
Master Prepaid Lease, dated as of November 30, 2012, by and among T-Mobile USA Tower LLC, T-Mobile West Tower LLC, T-Mobile USA, Inc. and CCTMO LLC.
|
|
10-Q
|
|
8/8/2013
|
|
10.3
|
|
|
|
|
|
|
Incorporated by Reference
|
|
|
||||
Exhibit No.
|
|
Exhibit Description
|
|
Form
|
|
Date of First Filing
|
|
Exhibit Number
|
|
Filed Herein
|
10.4
|
|
MPL Site Master Lease Agreement, dated as of November 30, 2012, by and among Cook Inlet/VS GSM IV PCS Holdings, LLC, T-Mobile Central LLC, T-Mobile South LLC, Powertel/Memphis, Inc., Voicestream Pittsburgh, L.P., T-Mobile West LLC, T-Mobile Northeast LLC, Wireless Alliance, LLC, Suncom Wireless Operating Company, L.L.C., T-Mobile USA, Inc. and CCTMO LLC.
|
|
10-Q
|
|
8/8/2013
|
|
10.4
|
|
|
10.5
|
|
First Amendment to MPL Site Master Lease Agreement, dated as of November 30, 2012, by and among Cook Inlet/VS GSM IV PCS Holdings, LLC, T-Mobile Central LLC, T-Mobile South LLC, Powertel/Memphis, Inc., Voicestream Pittsburgh, L.P., T-Mobile West LLC, T-Mobile Northeast LLC, Wireless Alliance, LLC, Suncom Wireless Operating Company, L.L.C., T-Mobile USA, Inc. and CCTMO LLC.
|
|
10-Q
|
|
8/8/2013
|
|
10.5
|
|
|
10.6
|
|
Sale Site Master Lease Agreement, dated as of November 30, 2012, by and among Cook Inlet/VS GSM IV PCS Holdings, LLC, T-Mobile Central LLC, T-Mobile South LLC, Powertel/Memphis, Inc., Voicestream Pittsburgh, L.P., T-Mobile West LLC, T-Mobile Northeast LLC, Wireless Alliance, LLC, Suncom Wireless Operating Company, L.L.C., T-Mobile USA, Inc., T3 Tower 1 LLC and T3 Tower 2 LLC.
|
|
10-Q
|
|
8/8/2013
|
|
10.6
|
|
|
10.7
|
|
First Amendment to Sale Site Master Lease Agreement, dated as of November 30, 2012, by and Cook Inlet/VS GSM IV PCS Holdings, LLC, T-Mobile Central LLC, T-Mobile South LLC, Powertel/Memphis, Inc., Voicestream Pittsburgh, L.P., T-Mobile West LLC, T-Mobile Northeast LLC, Wireless Alliance, LLC, Suncom Wireless Operating Company, L.L.C., T-Mobile USA, Inc., T3 Tower 1 LLC and T3 Tower 2 LLC.
|
|
10-Q
|
|
8/8/2013
|
|
10.7
|
|
|
10.8
|
|
Management Agreement, dated as of November 30, 2012, by and among Suncom Wireless Operating Company, L.L.C., Cook Inlet/VS GSM IV PCS Holdings, LLC, T-Mobile Central LLC, T-Mobile South LLC, Powertel/Memphis, Inc., Voicestream Pittsburgh, L.P., T-Mobile West LLC, T-Mobile Northeast LLC, Wireless Alliance, LLC, Suncom Wireless Property Company, L.L.C., T-Mobile USA Tower LLC, T-Mobile West Tower LLC, CCTMO LLC, T3 Tower 1 LLC and T3 Tower 2 LLC.
|
|
10-Q
|
|
8/8/2013
|
|
10.8
|
|
|
10.9
|
|
Stockholder’s Agreement dated as of April 30, 2013 by and between MetroPCS Communications, Inc. and Deutsche Telekom AG.
|
|
8-K
|
|
5/2/2013
|
|
10.1
|
|
|
10.10
|
|
Waiver of Required Approval Under Section 3.6(a) of the Stockholder's Agreement, dated August 7, 2013, between T-Mobile US, Inc. and Deutsche Telekom AG.
|
|
10-Q
|
|
8/8/2013
|
|
10.10
|
|
|
10.11
|
|
License Agreement dated as of April 30, 2013 by and between T-Mobile US, Inc. and Deutsche Telekom AG.
|
|
8-K
|
|
5/2/2013
|
|
10.2
|
|
|
10.12
|
|
Credit Agreement, dated as of May 1, 2013, among T-Mobile USA, Inc., as Borrower, Deutsche Telekom AG, as Lender, the other lenders party thereto from time to time, and JPMorgan Chase Bank, N.A., as Administrative Agent.
|
|
8-K
|
|
5/2/2013
|
|
4.14
|
|
|
10.13
|
|
Amendment No. 1, dated as of November 15, 2013, to the Credit Agreement, dated May 1, 2013, among T-Mobile US, Inc., T-Mobile USA, Inc., each of the Subsidiaries signatory thereto, Deutsche Telekom AG and the other lenders party thereto from time to time, and JPMorgan Chase Bank, N.A., as Administrative Agent.
|
|
8-K
|
|
11/20/2013
|
|
10.1
|
|
|
|
|
|
|
Incorporated by Reference
|
|
|
||||
Exhibit No.
|
|
Exhibit Description
|
|
Form
|
|
Date of First Filing
|
|
Exhibit Number
|
|
Filed Herein
|
10.14
|
|
Amendment No. 2, dated as of September 3, 2014, to the Credit Agreement, dated as of May 1, 2013, among T-Mobile USA, Inc., Deutsche Telekom AG and the other lenders party thereto from time to time, and JPMorgan Chase Bank, N.A., as Administrative Agent.
|
|
8-K
|
|
9/5/2014
|
|
10.1
|
|
|
10.15
|
|
Registration Rights Agreement, dated as of March 19, 2013, by and among MetroPCS Wireless, Inc., the Initial Guarantors (as defined therein), and Deutsche Bank Securities, as representative of the Initial Purchasers (as defined therein).
|
|
8-K
|
|
3/22/2013
|
|
10.1
|
|
|
10.16
|
|
Registration Rights Agreement, dated as of August 21, 2013, by and among T-Mobile USA, Inc., the Guarantors (as defined therein), and Deutsche Bank Securities Inc., as Initial Purchaser (as defined therein).
|
|
8-K
|
|
8/21/2013
|
|
10.1
|
|
|
10.17*
|
|
Second Amended and Restated 1995 Stock Option Plan of MetroPCS, Inc.
|
|
S-1
|
|
1/4/2007
|
|
10.1(d)
|
|
|
10.18*
|
|
First Amendment to the Second Amended and Restated 1995 Stock Option Plan of MetroPCS, Inc.
|
|
S-1
|
|
1/4/2007
|
|
10.1(e)
|
|
|
10.19*
|
|
Second Amendment to the Second Amended and Restated 1995 Stock Option Plan of MetroPCS, Inc.
|
|
S-1
|
|
1/4/2007
|
|
10.1(f)
|
|
|
10.20*
|
|
Amended and Restated MetroPCS Communications, Inc. 2004 Equity Incentive Compensation Plan.
|
|
S-1/A
|
|
2/27/2007
|
|
10.1(a)
|
|
|
10.21*
|
|
MetroPCS Communications, Inc. 2010 Equity Incentive Compensation Plan.
|
|
Schedule 14A
|
|
4/19/2010
|
|
Annex A
|
|
|
10.22*
|
|
Form Change in Control Agreement for MetroPCS Communications, Inc.
|
|
10-Q
|
|
8/9/2010
|
|
10.2
|
|
|
10.23*
|
|
Form Change in Control Agreement Amendment for MetroPCS Communications, Inc.
|
|
10-Q
|
|
10/30/2012
|
|
10.1
|
|
|
10.24*
|
|
MetroPCS Communications, Inc. Employee Non-qualified Stock Option Award Agreement relating to the MetroPCS Communications, Inc. Amended and Restated 2004 Equity Incentive Compensation Plan.
|
|
10-K
|
|
3/1/2013
|
|
10.9(a)
|
|
|
10.25*
|
|
MetroPCS Communications, Inc. Non-Employee Director Non-qualified Stock Option Award Agreement relating to the MetroPCS Communications, Inc. Amended and Restated 2004 Equity Incentive Compensation Plan.
|
|
10-K
|
|
3/1/2013
|
|
10.9(b)
|
|
|
10.26*
|
|
Form Amendment to the MetroPCS Communications, Inc. Notice of Grant of Stock Option relating to the Second Amended and Restated 1995 Stock Option Plan of MetroPCS, Inc.
|
|
10-Q
|
|
8/9/2010
|
|
10.5
|
|
|
10.27*
|
|
Form MetroPCS Communications, Inc. 2010 Equity Incentive Compensation Plan Employee Non-Qualified Stock Option Award Agreement.
|
|
10-K
|
|
2/29/2012
|
|
10.12
|
|
|
10.28*
|
|
Form MetroPCS Communications, Inc. 2010 Equity Incentive Compensation Plan Non-Employee Director Non-Qualified Stock Option Award Agreement.
|
|
10-K
|
|
3/1/2013
|
|
10.12(b)
|
|
|
10.29*
|
|
Employment Agreement of J. Braxton Carter dated as of January 25, 2013.
|
|
8-K
|
|
5/2/2013
|
|
10.3
|
|
|
10.30*
|
|
Employment Agreement of Thomas C. Keys dated as of January 25, 2013.
|
|
8-K
|
|
5/2/2013
|
|
10.4
|
|
|
10.31*
|
|
Employment Agreement of John J. Legere dated as of September 22, 2012.
|
|
10-Q
|
|
8/8/2013
|
|
10.17
|
|
|
10.32*
|
|
Amendment to Employment Agreement of John J. Legere dated as of October 23, 2013.
|
|
10-K
|
|
2/25/2014
|
|
10.35
|
|
|
10.33*
|
|
Form of Indemnification Agreement.
|
|
8-K
|
|
5/2/2013
|
|
10.6
|
|
|
|
|
|
|
Incorporated by Reference
|
|
|
||||
Exhibit No.
|
|
Exhibit Description
|
|
Form
|
|
Date of First Filing
|
|
Exhibit Number
|
|
Filed Herein
|
10.34*
|
|
Amended Director Compensation Program effective as of May 1, 2013 (amended June 4, 2014).
|
|
10-Q
|
|
7/31/2014
|
|
10.1
|
|
|
10.35*
|
|
T-Mobile US, Inc. Non-Qualified Deferred Executive Compensation Plan (As Amended and Restated Effective as of January 1, 2014).
|
|
10-K
|
|
2/25/2014
|
|
10.39
|
|
|
10.36*
|
|
T-Mobile US, Inc. Executive Continuity Plan as Amended and Restated Effective as of January 1, 2014.
|
|
8-K
|
|
10/25/2013
|
|
10.1
|
|
|
10.37*
|
|
T-Mobile US, Inc. 2013 Omnibus Incentive Plan (as amended and restated on August 7, 2013).
|
|
10-Q
|
|
8/8/2013
|
|
10.20
|
|
|
10.38*
|
|
T-Mobile USA, Inc. 2011 Long-Term Incentive Plan.
|
|
10-Q
|
|
8/8/2013
|
|
10.21
|
|
|
10.39*
|
|
Annual Incentive Award Notice under the 2013 Omnibus Incentive Plan.
|
|
10-K
|
|
2/25/2014
|
|
10.45
|
|
|
10.40*
|
|
Form of Restricted Stock Unit Award Agreement for Non-Employee Directors under the T-Mobile US, Inc. 2013 Omnibus Incentive Plan.
|
|
8-K
|
|
6/4/2013
|
|
10.2
|
|
|
10.41*
|
|
Form of Restricted Stock Unit Award Agreement (Time-Vesting) for Executive Officers under the T-Mobile US, Inc. 2013 Omnibus Incentive Plan.
|
|
10-Q
|
|
8/8/2013
|
|
10.24
|
|
|
10.42*
|
|
Form of Restricted Stock Unit Award Agreement (Performance-Vesting) for Executive Officers under the T-Mobile US, Inc. 2013 Omnibus Incentive Plan.
|
|
10-Q
|
|
8/8/2013
|
|
10.25
|
|
|
10.43*
|
|
Form of Restricted Stock Unit Award Agreement (Performance-Vesting) with Deferral Option for Executive Officers under the T-Mobile US, Inc. 2013 Omnibus Incentive Plan.
|
|
|
|
|
|
|
|
X
|
10.44*
|
|
Form of Restricted Stock Unit Award Agreement (Time-Vesting) with Deferral Option for Executive Officers under the T-Mobile US, Inc. 2013 Omnibus Incentive Plan.
|
|
|
|
|
|
|
|
X
|
10.45
|
|
License Exchange Agreement, dated January 5, 2014, among T-Mobile USA, Inc., T-Mobile License LLC, Cellco Partnership d/b/a Verizon Wireless, Verizon Wireless (VAW) LLC, Athens Cellular, Inc. and Verizon Wireless of the East LP.
|
|
8-K
|
|
1/6/2014
|
|
10.1
|
|
|
10.46
|
|
License Purchase Agreement, dated January 5, 2014, among T-Mobile USA, Inc., T-Mobile License LLC and Cellco Partnership d/b/a Verizon Wireless.
|
|
8-K
|
|
1/6/2014
|
|
10.2
|
|
|
10.47
|
|
Receivables Sale and Conveyancing Agreement, dated as of February 26, 2014, among T-Mobile West LLC, T-Mobile Central LLC, T-Mobile Northeast LLC and T-Mobile South LLC, as sellers, and T-Mobile PCS Holdings LLC, as purchaser.
|
|
8-K
|
|
3/4/2014
|
|
10.1
|
|
|
10.48
|
|
Receivables Sale and Contribution Agreement, dated as of February 26, 2014, between T-Mobile PCS Holdings LLC, as seller, and T-Mobile Airtime Funding LLC, as purchaser.
|
|
8-K
|
|
3/4/2014
|
|
10.2
|
|
|
10.49
|
|
Master Receivables Purchase Agreement, dated as of February 26, 2014, among T-Mobile Airtime Funding LLC, as funding seller, Billing Gate One LLC, as purchaser, Landesbank Hessen-Thüringen Girozentrale, as bank purchasing agent, T-Mobile PCS Holdings LLC, as servicer, and T-Mobile US, Inc., as performance guarantor.
|
|
8-K
|
|
3/4/2014
|
|
10.3
|
|
|
10.50
|
|
Guarantee Facility Agreement, dated as of February 26, 2014, among T-Mobile US, Inc., as the company, T-Mobile Airtime Funding LLC, as the funding seller, and KfW IPEX-Bank GmbH, as the bank.
|
|
8-K
|
|
3/4/2014
|
|
10.4
|
|
|
|
|
|
|
Incorporated by Reference
|
|
|
||||
Exhibit No.
|
|
Exhibit Description
|
|
Form
|
|
Date of First Filing
|
|
Exhibit Number
|
|
Filed Herein
|
10.51
|
|
Omnibus Amendment to the Master Receivables Purchase Agreement and Fee Letter, dated as of April 11, 2014, by and among T-Mobile Airtime Funding LLC, as funding seller, Billing Gate One LLC, as purchaser, Landesbank Hessen-Thüringen Girozentrale, as bank purchasing agent and a bank purchaser, T-Mobile PCS Holdings LLC, as servicer, T-Mobile US, Inc. as performance guarantor, and the Bank of Tokyo-Mitsubishi UFJ, Ltd., as a bank purchaser.
|
|
10-Q
|
|
5/1/2014
|
|
10.7
|
|
|
10.52
|
|
Second Amendment to the Master Receivables Purchase Agreement dated as of June 12, 2014, by and among T-Mobile Airtime Funding LLC, as funding seller, Billing Gate One LLC, as purchaser, Landesbank Hessen-Thüringen Girozentrale, as bank purchasing agent and a bank purchaser, T-Mobile PCS Holdings LLC, as servicer and T-Mobile US, Inc. as performance guarantor.
|
|
10-Q
|
|
7/31/2014
|
|
10.2
|
|
|
10.53
|
|
Third Amendment to the Master Receivables Purchase Agreement, dated as of September 29, 2014, by and among T-Mobile Airtime Funding LLC, as funding seller, Billing Gate One LLC, as purchaser, Landesbank Hessen-Thüringen Girozentrale, as bank purchasing agent and a bank purchaser, T-Mobile PCS Holdings LLC, as servicer and T-Mobile US, Inc. as performance guarantor.
|
|
10-Q
|
|
10/28/2014
|
|
10.2
|
|
|
10.54
|
|
Fourth Amendment to the Master Receivables Purchase Agreement, dated as of November 28, 2014, by and among T-Mobile Airtime Funding LLC, as funding seller, Billing Gate One LLC, as purchaser, Landesbank Hessen-Thüringen Girozentrale, as bank purchasing agent and a bank purchaser, T-Mobile PCS Holdings LLC, as servicer and T-Mobile US, Inc. as performance guarantor.
|
|
|
|
|
|
|
|
X
|
10.55
|
|
Joinder and First Amendment to the Receivables Sale and Conveyancing Agreement, dated as of November 28, 2014, among Powertel/Memphis, Inc., Triton PCS Holdings Company L.L.C., T-Mobile West LLC, T-Mobile Central LLC, T-Mobile Northeast LLC and T-Mobile South LLC, as sellers, and T-Mobile PCS Holdings LLC, as purchaser.
|
|
|
|
|
|
|
|
X
|
10.56
|
|
First Amendment to the Receivables Sale and Contribution Agreement, dated as of November 28, 2014, between T-Mobile PCS Holdings LLC, as seller, and T-Mobile Airtime Funding LLC, as purchaser.
|
|
|
|
|
|
|
|
X
|
10.57
|
|
First Amended and Restated Guarantee Facility Agreement, dated as of November 28, 2014, among T-Mobile US, Inc., as the company, T-Mobile Airtime Funding LLC, as the funding seller, and KfW IPEX-Bank GmbH, as the bank.
|
|
|
|
|
|
|
|
X
|
12.1
|
|
Computation of Ratio of Earnings to Fixed Charges.
|
|
|
|
|
|
|
|
X
|
21.1
|
|
Subsidiaries of Registrant.
|
|
|
|
|
|
|
|
X
|
23.1
|
|
Consent of PricewaterhouseCoopers LLP.
|
|
|
|
|
|
|
|
X
|
24.1
|
|
Power of Attorney, pursuant to which amendments to this Form 10-K may be filed (included on the signature page contained in Part IV of the Form 10-K).
|
|
|
|
|
|
|
|
X
|
31.1
|
|
Certifications of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
X
|
31.2
|
|
Certifications of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
X
|
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.
|
|
|
|
|
|
|
|
X
|
|
|
|
|
Incorporated by Reference
|
|
|
||||
Exhibit No.
|
|
Exhibit Description
|
|
Form
|
|
Date of First Filing
|
|
Exhibit Number
|
|
Filed Herein
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
|
|
|
|
|
|
|
X
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
|
|
|
|
X
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
|
|
|
|
X
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
|
|
|
|
|
X
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
|
|
|
|
|
|
X
|
Vesting Date
|
% Vesting
|
1.
|
Grant of Units
.
|
2.
|
Restrictions
. Subject to any exceptions set forth in this Agreement, until such time as the Units become earned and vested and are settled in shares of Stock in accordance with Section 1, the Units or the rights relating thereto may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Grantee. Any attempt to assign, alienate, pledge, attach, sell or otherwise transfer or encumber the Units or the rights relating thereto shall be wholly ineffective and, if any such attempt is made, the Units will be forfeited by the Grantee and all of the Grantee’s rights to such Units shall immediately terminate without any payment of consideration by the Company.
|
3.
|
Cancellation of Rights
. If any portion of the Units fail to become earned and vested (for example, because the Grantee fails to satisfy the vesting conditions specified in the Notice prior to a Separation from Service), then such Units shall be immediately forfeited as of the date of such failure and all of the Grantee’s rights to such Units shall immediately terminate without any payment of consideration by the Company.
|
4.
|
Withholding.
|
5.
|
Grantee Representations
. The Grantee hereby represents to the Company that the Grantee has read and fully understands the provisions of this Agreement, the Prospectus and the Plan, and the Grantee’s decision to participate in the Plan is completely voluntary. Further, the Grantee acknowledges that the Grantee is relying solely on his or her own advisors with respect to the tax consequences of this Award.
|
6.
|
Regulatory Restrictions on the Shares Issued Upon Settlement
. Notwithstanding the other provisions of this Agreement, the Committee shall have the sole discretion to impose such conditions, restrictions and limitations on the issuance of shares of Stock with respect to this Award unless and until the Committee
determines that such issuance complies with (i) any applicable registration requirements under the Securities Act or the Committee has determined that an exemption therefrom is available, (ii) any applicable listing requirement of any stock exchange on which the Stock is listed, (iii) any applicable Company policy or administrative rules, and (iv) any other applicable provision of state, federal or foreign law, including foreign securities laws where applicable.
|
7.
|
Miscellaneous
.
|
Vesting Date
|
% Vesting
|
1.
|
Grant of Units
.
|
2.
|
Restrictions
. Subject to any exceptions set forth in this Agreement, until such time as the Units become earned and vested and are settled in shares of Stock in accordance with Section 1, the Units or the rights relating thereto may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Grantee. Any attempt to assign, alienate, pledge, attach, sell or otherwise transfer or encumber the Units or the rights relating thereto shall be wholly ineffective and, if any such attempt is made, the Units will be forfeited by the Grantee and all of the Grantee’s rights to such Units shall immediately terminate without any payment of consideration by the Company.
|
3.
|
Cancellation of Rights
. If any portion of the Units fail to become earned and vested (for example, because the Grantee fails to satisfy the vesting conditions specified in the Notice prior to a Separation from Service), then such Units shall be immediately forfeited as of the date of such failure and all of the Grantee’s rights to such Units shall immediately terminate without any payment of consideration by the Company.
|
4.
|
Withholding
.
|
5.
|
Grantee Representations
. The Grantee hereby represents to the Company that the Grantee has read and fully understands the provisions of this Agreement, the Prospectus and the Plan, and the Grantee’s decision to participate in the Plan is completely voluntary. Further, the Grantee acknowledges that the Grantee is relying solely on his or her own advisors with respect to the tax consequences of this Award.
|
6.
|
Regulatory Restrictions on the Shares Issued Upon Settlement
. Notwithstanding the other provisions of this Agreement, the Committee shall have the sole discretion to impose such conditions, restrictions and limitations on the issuance of shares of Stock with respect to this Award unless and until the Committee
determines that such issuance complies with (i) any applicable registration requirements under the Securities Act or the Committee has determined that an exemption therefrom is available, (ii) any applicable listing requirement of any stock exchange on which the Stock is listed, (iii) any applicable Company policy or administrative rules, and (iv) any other applicable provision of state, federal or foreign law, including foreign securities laws where applicable.
|
7.
|
Miscellaneous
.
|
A.
|
The respective definitions therein of the terms “Excess Level 3 Amount” and “Excess Level 3 Excess Amount” shall be deleted and replaced with the following definitions:
|
B.
|
The definition therein of the term “Funding Limit” shall be amended and restated in its entirety to read as follows:
|
(B)
|
on and after the occurrence of the Amendment Effective Date, $640,000,000;
|
C.
|
The definition therein of the term “KfW Guarantee” shall be deleted and replaced with the following definitions:
|
D.
|
The definition therein of the term “Maximum Sales Amount Increase Date” shall be amended and restated in its entirety to read as follows:
|
E.
|
The definition therein of the term “Transaction Documents” shall be amended by replacing the term “KfW Guarantee” with the term “KfW Guarantees”.
|
F.
|
The following definitions shall be added thereto in the appropriate alphabetical order:
|
G.
|
Clauses (v) and (vi) of the definition therein of the term “Level 4 Reserve Percentage” shall be amended and restated in their entirety to read as follows:
|
H.
|
The definition therein of the term “Originator” shall be amended and restated in its entirety to read as follows:
|
I.
|
The definition therein of the term “Purchased Receivables” shall be amended by adding the following sentence at the end thereof:
|
(b)
|
On or before the Amendment Effective Date, the Funding Seller shall cause to be filed, with respect to each November 2014 Joining Originator, with the Secretary of State of the state in which such November 2014 Joining Originator is organized or otherwise “located” for purposes of the UCC:
|
(i)
|
a UCC financing statement naming such November 2014 Joining Originator as debtor and the Initial Purchaser as secured party;
|
(ii)
|
a UCC financing statement amendment assigning such financing statement to the Funding Seller;
|
(iii)
|
a UCC financing statement amendment assigning such amended financing statement to the Purchaser; and
|
(iv)
|
a UCC financing statement amendment assigning such amended financing statement to the Bank Purchasing Agent;
|
A.
|
Clauses (iv) and (v) thereof shall be renumbered as clauses (v) and (vi), respectively, thereof and the following text shall be inserted as new clause (iv) thereof:
|
B.
|
After giving effect to the renumbering effected pursuant to the preceding clause of this Amendment, clauses (v) and (vi) of Section 5.3(b) of the Agreement shall be amended and restated in their entirety to read as follows:
|
C.
|
The definition of the term “Level 4 Reserve Amount” in Section 1.1 of the Agreement and each of Sections 2.7(b)(vii), 5.4(i) and 5.4(ii) of the Agreement shall be amended by replacing each reference therein to Section 5.3(b)(v) with a reference to Section 5.3(b)(vi) and each reference therein to Section 5.3(b)(iv) with a reference to Section 5.3(b)(v).
|
A.
|
Clauses (iv) and (v) thereof shall be renumbered as clauses (v) and (vi), respectively, thereof and the following text shall be inserted as new clause (iv) thereof:
|
B.
|
After giving effect to the renumbering effected pursuant to the preceding clause of this Amendment, clauses (v) and (vi) of Section 5.3(c) of the Agreement shall be amended and restated in their entirety to read as follows:
|
C.
|
The definition of the term “Level 4 Reserve Amount” in Section 1.1 of the Agreement and each of Sections 5.4(i) and 5.4(ii) of the Agreement shall be amended by replacing each reference therein to Section 5.3(c)(v) with a reference to Section 5.3(c)(vi) and each reference therein to Section 5.3(c)(iv) with a reference to Section 5.3(c)(v).
|
A.
|
Clauses (iii), (iv) and (v) thereof shall be renumbered as clauses (iv), (v) and (vi), respectively, thereof and the following text shall be inserted as new clause (iii) thereof:
|
B.
|
After giving effect to the renumbering effected pursuant to the preceding clause of this Amendment, clauses (iv) and (v) of Section 5.4 of the Agreement shall be amended and restated in their entirety to read as follows:
|
C.
|
The definition of the term “Level 3 Maximum Amount” in Section 1.1 of the Agreement shall be amended by replacing the reference therein to Section 5.4(iii) with a reference to Section 5.4(iv).
|
(a)
|
The parties hereto acknowledge and agree that the Bank Purchasing Agent shall be entitled to make a demand on behalf of the Bank Purchasers under the KfW Guarantees under the following circumstances and in the following amounts.
|
(i)
|
If, on any Settlement Date, the Funding Seller fails to make all or any portion of the deposit to the Collection Account that was required to be made by it pursuant to Section 5.3(b)(iii), then, on or after such Settlement Date, the Bank Purchasing Agent shall be permitted to make a draw under the KfW First Amended and Restated Level 3 Guarantee, to the extent that there shall be availability thereunder, in an amount equal to the amount that the Funding Seller shall have failed to so deposit to the Collection Account.
|
(ii)
|
If, on any Settlement Date, the Funding Seller fails to make all or any portion of the deposit to the Collection Account that was required to be made by it pursuant to Section 5.3(b)(iv), then, on or after such Settlement Date, the Bank Purchasing Agent shall be permitted to make a draw under the KfW Level 3A Guarantee, to the extent that there shall be availability thereunder, in an amount equal to the amount that the Funding Seller shall have failed to so deposit to the Collection Account.
|
(iii)
|
If, on any Settlement Date, (I) the Servicer shall fail to deposit any of the Collections into the Collection Account, as required under this Agreement, and such Collections shall have been commingled with other funds of the Servicer or any other member of the T-Mobile Group and (II) as a direct result of such failure and commingling, such Collections are not readily identifiable and any of the Bank Purchasers suffers a loss (any such loss is referred to herein as a “
Commingling Loss
”), then, on or after such Settlement Date:
|
(A)
|
the Bank Purchasing Agent shall be permitted to make a draw under one or both of the KfW Guarantees (in accordance with subparagraph (B) below) in an amount equal to the excess of:
|
(x)
|
the sum of the amounts that the Funding Seller would have been required to deposit to the Collection Account pursuant to Sections 5.3(b)(iii) and 5.3(b)(iv) if the Commingling Loss for such Settlement Date had been added to and included in the
|
(y)
|
the sum of the amounts that the Funding Seller was actually required to deposit to the Collection Account pursuant to Sections 5.3(b)(iii) and 5.3(b)(iv) on such Settlement Date; and
|
(B)
|
unless otherwise directed by the Bank Purchasing Agent, such draw shall be made, first, under the KfW Level 3A Guarantee to the extent that there shall be availability thereunder and, second, under the KfW First Amended and Restated Level 3 Guarantee to the extent that there shall be availability thereunder.
|
(b)
|
The Bank Purchasing Agent shall specify in the related demand notice provided to KfW under the applicable KfW Guarantee the amount of the proceeds thereof that shall be due to each Bank Purchaser and shall provide a copy of such demand notice to the Purchaser.
|
State
|
Maximum Percentage
|
MS
|
0.50%
|
KY
|
1.50%
|
NC
|
3.00%
|
TN
|
2.00%
|
SC
|
2.50%
|
Name
|
Jurisdiction of Organization
|
Address
|
T-Mobile West LLC
|
Delaware
|
12920 SE 38
th
Street
Bellevue, Washington 98006 |
T-Mobile Central LLC
|
Delaware
|
12920 SE 38
th
Street
Bellevue, Washington 98006 |
T-Mobile Northeast LLC
|
Delaware
|
12920 SE 38
th
Street
Bellevue, Washington 98006 |
T-Mobile South LLC
|
Delaware
|
12920 SE 38
th
Street
Bellevue, Washington 98006 |
Powertel/Memphis, Inc.
|
Delaware
|
12920 SE 38
th
Street
Bellevue, Washington 98006 |
Triton PCS Holdings Company L.L.C.
|
Delaware
|
12920 SE 38
th
Street
Bellevue, Washington 98006 |
1.
|
Powertel/Memphis, Inc., a Delaware corporation;
|
2.
|
Triton PCS Holdings Company L.L.C., a Delaware limited liability company (collectively, the “
Joining Sellers
”);
|
3.
|
T-Mobile West LLC, a Delaware limited liability company;
|
4.
|
T-Mobile Central LLC, a Delaware limited liability company;
|
5.
|
T-Mobile Northeast LLC, a Delaware limited liability company;
|
6.
|
T-Mobile South LLC, a Delaware limited liability company (collectively, the “
Original Sellers
”); and
|
7.
|
T-Mobile PCS Holdings LLC, a Delaware limited liability company (the “
Purchaser
”).
|
T-MOBILE PCS HOLDINGS LLC,
as the Purchaser
By:
/s/ J. Braxton Carter
Name: J. Braxton Carter
Title: Executive Vice President & Chief Financial Officer
|
T-MOBILE WEST LLC, as an Original Seller
By:
/s/ J. Braxton Carter
Name: J. Braxton Carter
Title: Executive Vice President & Chief Financial Officer
|
T-MOBILE CENTRAL LLC, as an Original Seller
By:
/s/ J. Braxton Carter
Name: J. Braxton Carter
Title: Executive Vice President & Chief Financial Officer
|
T-MOBILE NORTHEAST LLC, as an Original Seller
By:
/s/ J. Braxton Carter
Name: J. Braxton Carter
Title: Executive Vice President & Chief Financial Officer
|
T-MOBILE SOUTH LLC, as an Original Seller
By:
/s/ J. Braxton Carter
Name: J. Braxton Carter
Title: Executive Vice President & Chief Financial Officer
|
POWERTEL/MEMPHIS, INC., as a Joining Seller
By:
/s/ J. Braxton Carter
Name: J. Braxton Carter
Title: Executive Vice President & Chief Financial Officer
|
TRITON PCS HOLDINGS COMPANY L.L.C., as a Joining Seller
By:
/s/ J. Braxton Carter
Name: J. Braxton Carter
Title: Executive Vice President & Chief Financial Officer
|
|
T-MOBILE US, INC., as Performance Guarantor
By:
/s/ J. Braxton Carter
Name: J. Braxton Carter
Title: Executive Vice President & Chief Financial Officer
|
T-MOBILE AIRTIME FUNDING LLC, as Funding Purchaser and Funding Seller
By:
/s/ J. Braxton Carter
Name: J. Braxton Carter
Title: Executive Vice President & Chief Financial Officer
|
BILLING GATE ONE LLC, as Purchaser under the Master Receivables Purchase Agreement
By: Billing Gate One Trust, as Manager
By: Wells Fargo Delaware Trust Company, National Association, solely as Trustee and not in its individual capacity
By:
/s/ Sandra Battaglia
Name:
Sandra Battaglia
Title:
Vice President
|
LANDESBANK HESSEN-THÜRINGEN GIROZENTRALE, as Bank Purchasing Agent and a Bank Purchaser
|
|
By:
/s/ Bjoern Mollner
Name:
Bjoern Mollner
Title:
VP
|
By:
/s/ Björn Reinecke
Name:
Björn Reinecke
Title:
Authorized Signatory
|
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., DÜSSELDORF BRANCH, as a Bank Purchaser
|
|
By:
/s/ M. Escott
Name:
M. Escott
Title:
Head of Securitization
|
By:
/s/ Tsuyoshi Yamoto
Name:
Tsuyoshi Yamoto
Title:
Director
|
1.
|
Defined Terms
. Capitalized terms used and not otherwise defined herein are used as defined in the Agreement.
|
2.
|
Amendment to Definition of “Originators”
. The second paragraph of the preamble to the Agreement is hereby amended by replacing the phrase “(collectively, the “
Originators
”), as the sellers thereunder” with the phrase “(collectively and together with all other parties to the Conveyancing Agreement as “Sellers” (as such term is defined therein) thereunder from time to time, the “
Originators
”)”.
|
3.
|
Amendment to Section 1.02
. Effective as of the date hereof, the following definitions shall be added to Section 1.02 of the Agreement in the appropriate alphabetical order:
|
4.
|
Amendment to Section 2.01(a)
. Effective as of the date hereof, Section 2.01(a) of the Agreement shall be divided into three clauses and amended and restated in its entirety to read as follows:
|
T-MOBILE AIRTIME FUNDING LLC, as Funding Purchaser
By:
/s/ J. Braxton Carter
Name: J. Braxton Carter
Title: Executive Vice President & Chief Financial Officer
|
T-MOBILE PCS HOLDINGS LLC, as Seller
By:
/s/ J. Braxton Carter
Name: J. Braxton Carter
Title: Executive Vice President & Chief Financial Officer
|
T-MOBILE US, INC., as Performance Guarantor
By:
/s/ J. Braxton Carter
Name: J. Braxton Carter
Title: Executive Vice President & Chief Financial Officer
|
BILLING GATE ONE LLC, as Purchaser under the Master Receivables Purchase Agreement
By: Billing Gate One Trust, as Manager
By: Wells Fargo Delaware Trust Company, National Association, solely as Trustee and not in its individual capacity
By:
/s/ Sandra Battaglia
Name:
Sandra Battaglia
Title:
Vice President
|
LANDESBANK HESSEN-THÜRINGEN GIROZENTRALE, as Bank Purchasing Agent and a Bank Purchaser
|
|
By:
/s/ Bjoern Mollner
Name:
Bjoern Mollner
Title:
VP
|
By:
/s/ Björn Reinecke
Name:
Björn Reinecke
Title:
Authorized Signatory
|
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., DÜSSELDORF BRANCH, as a Bank Purchaser
|
|
By:
/s/ M. Escott
Name:
M. Escott
Title:
Head of Securitization
|
By:
/s/ Tsuyoshi Yamoto
Name:
Tsuyoshi Yamoto
Title:
Director
|
1.
|
Interpretation 1
|
2.
|
The Facilities 9
|
3.
|
Issue of the Guarantees 10
|
4.
|
Demand and Payment under the Guarantees 10
|
5.
|
Voluntary Prepayment and Cancellation 12
|
6.
|
Guarantee Commissions 14
|
7.
|
Default Interest 14
|
8.
|
Taxes 15
|
9.
|
Increased Costs 19
|
10.
|
Illegality 20
|
11.
|
Mitigation 20
|
12.
|
Representations and Warranties 21
|
13.
|
Covenants 23
|
14.
|
Events of Default 26
|
15.
|
Cash Cover 27
|
16.
|
Payments 28
|
17.
|
Set-off 29
|
18.
|
Indemnities 29
|
19.
|
Costs and Expenses 30
|
20.
|
Changes to the Parties 31
|
21.
|
Confidentiality 32
|
22.
|
Notices 33
|
23.
|
General Provisions 35
|
24.
|
Amendments and Waivers 35
|
25.
|
CHOICE OF LAW AND JURISDICTION; WAIVER OF JURY TRIAL 36
|
26.
|
Counterparts 37
|
27.
|
German VAT regulations 37
|
28.
|
Amendment and Restatement 37
|
(1)
|
T-Mobile US, Inc.
, a Delaware corporation, with its business address at 12920 SE 38
th
Street, Bellevue, Washington, USA 98006 (the
Company
).
|
(2)
|
T-Mobile Airtime Funding LLC
, a Delaware limited liability company, with its business address at 12920 SE 38
th
Street, Bellevue, Washington, USA 98006 (the
Funding Seller
).
|
1.
|
Interpretation
|
1.1
|
Definitions.
Subject to any express provision to the contrary in this Agreement or in its Schedules or unless the context otherwise requires, in this Agreement and its Schedules the following terms have the following meaning:
|
(a)
|
is or becomes public information other than as a direct or indirect result of any breach by the Bank of clause 21 (
Confidentiality
);
|
(b)
|
is identified at the time of delivery as non-confidential by the Company, the Group or any of their advisers; or
|
(c)
|
is known by the Bank before the date the information is disclosed to it as provided above or is lawfully obtained by the Bank after that date, from a source which is, as far as the Bank is aware, unconnected with the Company or the Group and which, in either case, as far as the Bank is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality.
|
(a)
|
a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with this Agreement; or
|
(b)
|
the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of either the Bank or the Company, preventing that party:
|
(i)
|
from performing its payment obligations under this Agreement; or
|
(ii)
|
from communicating with other parties,
|
(a)
|
sections 1471 to 1474 of the US Internal Revenue Code of 1986, as amended, or any associated regulations or other official guidance;
|
(b)
|
any treaty, law, regulation or other official guidance enacted in any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of paragraph (a) above; or
|
(c)
|
any agreement pursuant to the implementation of paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.
|
(a)
|
This Agreement.
|
(b)
|
Any other document designated as such by the Bank and the Company.
|
(i)
|
Any part of that amount which has been repaid or prepaid, in particular in respect of which Cash Cover for such Guarantee at such time has already been provided and which is subsisting; and
|
(ii)
|
Any amount actually paid by the Bank under such Guarantee.
|
(a)
|
owns directly or indirectly more than 50% of its voting capital or similar right of ownership and, for the purposes of this Agreement, a company, partnership or legal entity is still to be treated as a subsidiary of a person even if the relevant shares are registered in the name of (i) a nominee for that person, (ii) a party
|
(b)
|
has direct or indirect control, where
control
means the power (whether by contract or otherwise) to direct its affairs or to direct the composition of its board of directors or equivalent body.
|
1.2
|
Construction of terms.
Unless a contrary intention appears, references in this Agreement to:
|
(a)
|
Successors.
Natural persons, legal entities, partnerships or unincorporated associations include any natural persons who, or legal entities, partnerships or unincorporated associations which, succeed in whole or in part to their rights or obligations by assignment, by assumption of obligations, by operation of law or otherwise.
|
(b)
|
Amended versions.
The Finance Documents or other document or security is a reference to the Finance Documents or other document or security as amended, supplemented, novated or replaced from time to time.
|
(c)
|
Continuing event.
An event or default
continuing
means that it has not been remedied or waived.
|
(d)
|
Regulation.
A regulation includes any regulation, rule, official directive, request or guideline (whether or not having the force of law but, if not having the force of law, being of a type with which any person to which it applies is accustomed to comply) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation.
|
1.3
|
Repayment of the Guarantees.
The Company
repaying
or
prepaying
either of the Guarantees means:
|
(a)
|
the Company providing Cash Cover for such Guarantee (without prejudice to the continued existence of such Guarantee);
|
(b)
|
the maximum amount payable under such Guarantee being reduced or cancelled in accordance with its terms or by agreement with the beneficiaries of such Guarantee;
|
(c)
|
the beneficiaries of such Guarantee confirming to the Bank that the Bank has no further or has reduced liability under such Guarantee; or
|
(d)
|
the Bank being satisfied (acting reasonably) that it has no further liability or has a reduced liability under such Guarantee,
|
1.4
|
Headings.
Headings in the Finance Documents have no legal significance and do not affect their interpretation.
|
1.5
|
Third party rights.
The following will apply:
|
(a)
|
No rights to third parties.
Unless expressly provided to the contrary in a Finance Document, a person who is not a party to a Finance Document may not enforce any of its terms.
|
(b)
|
Consent of third parties not required.
Notwithstanding any provision of the Finance Documents, no consent of any third party is required for any amendment (including any release or compromise of any liability) or termination of a Finance Document.
|
2.
|
The Facilities
|
2.1
|
Amount.
|
(a)
|
Subject to the terms of this Agreement and the full repayment of the Original Level 3 Guarantee, as of the date hereof, the Bank makes available to the Company a guarantee facility for the First Amended and Restated Level 3 Guarantee up to the Maximum Guaranteed Amount thereof.
|
(b)
|
Subject to the terms of this Agreement and the full repayment of the Original Level 3 Guarantee, as of the date hereof, the Bank makes available to the Company a guarantee facility for the Level 3A Guarantee up to the Maximum Guaranteed Amount thereof.
|
2.2
|
Purpose.
Such Facilities
will
be used for the provision of the Guarantees, which are collectively referred to as the KfW First Amended and Restated Level 3 Guarantee and the KfW Level 3A Guarantee under the Purchase Agreement.
|
3.
|
Issue of the Guarantees
|
3.1
|
Conditions precedent and notice of satisfaction.
Neither of the Guarantees will be issued before the Effective Date and the Bank agrees to give the notification referred to in the definition of the Effective Date promptly upon being satisfied as to the matters referred to in such definition.
|
3.2
|
Issue conditions
. The Bank will issue each of the Guarantees to its beneficiaries on the Effective Date unless an Event of Default, Potential Event of Default or Event of Mandatory Prepayment has occurred and is continuing on that date or might result from the issue of such Guarantee.
|
3.3
|
No need for prior enquiry.
The Bank need not, before issuing either of the Guarantees, make any enquiry or otherwise concern itself as to whether any event has occurred which would, according to the terms of this Agreement, discharge the Bank from its obligations to issue such Guarantee and the Company will not have any right to resist any claim under clause 4 (
Demand and payment under the guarantees
) or otherwise on the grounds that any such event had occurred before the issue of such Guarantee.
|
3.4
|
Amendment and Restatement of Level 3 Guarantee.
Simultaneously with the issuance of the First Amended and Restated Level 3 Guarantee, the Original Level 3 Guarantee shall automatically be revoked and cease to be of any force and effect.
|
4.
|
Demand and Payment under the Guarantees
|
4.1
|
Claim under a Guarantee.
The following will apply:
|
(a)
|
The Bank may pay beneficiaries.
The Company irrevocably and unconditionally authorizes the Bank to pay any claim in writing made or purported to be made by the Bank Purchasing Agent on behalf of the beneficiaries under either of the Guarantees and which appears on its face to be in order (a
Claim
).
|
(b)
|
Reimbursement by the Company.
The Company shall on the later of:
|
(i)
|
the date of demand by the Bank; and
|
(ii)
|
the latest date the Bank is obliged to make payment under the relevant Guarantee following a demand by the Bank Purchasing Agent on behalf of the beneficiaries under such Guarantee,
|
4.2
|
Preservation of the Bank's rights.
The Company acknowledges each of the following:
|
(c)
|
No investigation needed.
The Bank is not obliged to carry out any investigation or seek any confirmation from the Company or any other person before paying a Claim.
|
(d)
|
Concerned only with documents.
The Bank deals in documents only and will not be concerned with the legality of a Claim or any underlying transaction or any set-off, counterclaim or other defence available to any person.
|
(e)
|
Genuineness of a Claim.
The Company's obligations under clause 4 (
Demand and payment under the guarantees
) will not be affected by:
|
(i)
|
the sufficiency, accuracy or genuineness of any Claim or any other document; or
|
(ii)
|
any incapacity of, or limitation on the powers of, any person signing a Claim or other document.
|
4.3
|
Indemnity in respect of the Guarantees.
The following will apply:
|
(a)
|
Indemnity for the Bank's loss.
The Company shall within 3 Banking Days of demand indemnify the Bank against any loss or liability incurred by the Bank (otherwise than by reason of its gross negligence or wilful misconduct) as a result of having issued either of the Guarantees.
|
(b)
|
Preservation of the Bank's rights.
The Company's obligations under clause 4.3 will not be affected by any act, omission, matter or thing which, but for clause 4.3(b), would reduce, release or prejudice any of its obligations under clause 4.3 including (without limitation and whether or not known to it or any other person):
|
(i)
|
any time, waiver or consent granted to, or composition with, the Company, the beneficiaries under either of the Guarantees or any other person;
|
(ii)
|
the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, the Company or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
|
(iii)
|
any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the Company, any beneficiary under either of the Guarantees or any other person;
|
(iv)
|
any amendment (however fundamental) or replacement of the Transaction Documents or any other document or security;
|
(v)
|
the unenforceability, illegality or invalidity of any obligation of any person under the Transaction Documents or any other document or security; or
|
(vi)
|
any insolvency or similar proceedings.
|
4.4
|
No intermediate satisfaction.
The Company's obligations under clause 4.3 (
Indemnity in respect of the guarantees
) are continuing obligations and will extend to the ultimate balance of all sums payable by the Company under or in connection with this Agreement regardless of any intermediate payment or discharge in whole or part.
|
5.
|
Voluntary Prepayment and Cancellation
|
5.1
|
Cancellation by the Company.
The Company may, on giving to the Bank not less than 10 Banking Days' prior notice (such notice to be received before the related Guarantee has been issued), cancel either of the Facilities.
|
5.2
|
Miscellaneous provisions.
The following will apply:
|
(a)
|
Notices of cancellation/prepayment.
Any notice of cancellation or of prepayment under this Agreement is irrevocable and shall specify the relevant date and the amount involved.
|
(b)
|
Cancellation/prepayment.
No cancellation or prepayment is allowed except as provided in this Agreement.
|
(c)
|
Guarantee Commission.
Any prepayment under this Agreement shall be made together with accrued Guarantee Commissions on the amount prepaid.
|
(d)
|
No reinstatement.
The Company may not require the Bank to reinstate any amount of either of the Guarantee Liabilities that is prepaid.
|
5.3
|
Change-of-Control Event.
The following will apply:
|
(a)
|
Definitions.
For the purposes of this clause 5.3, a
Change-of-Control Event
occurs if Deutsche Telekom AG, Bonn/Germany, is no longer the direct or indirect “beneficial owner”, as defined in Rule 13d-3 under the Exchange Act, of at least 50% of the Voting Shares of the Company (or any successor entity).
|
(b)
|
Company to notify Bank.
To the extent legally permissible, the Company shall promptly inform the Bank if a Change-of-Control Event has occurred or is likely to occur.
|
(c)
|
Effect of event.
The Bank may at any time after the occurrence of a Change-of-Control Event or pursuant to clause 5.3(d) (
Consultation
) by notice to the Company:
|
(iii)
|
cancel either of the Facilities; and/or
|
(iv)
|
declare that all or any part of the amounts outstanding under the Finance Documents (excluding, for the avoidance of doubt, any sum payable in respect of Cash Cover) are immediately due and payable; and/or
|
(v)
|
require the Company to provide immediate Cash Cover for either of the Guarantees.
|
(d)
|
Consultation.
In addition, if the Company has informed the Bank that a Change-of-Control Event is about to occur, or if the Bank has reasonable cause to believe that a Change-of-Control Event is about to occur, the Bank may request that the Company consult with it. Such consultation shall take place within 30 (thirty) days from the date of the Bank’s request. After the earlier of:
|
(i)
|
the lapse of 30 (thirty) days from the date of such request for consultation; and
|
(ii)
|
the occurrence of the anticipated Change-of-Control Event,
|
(e)
|
When amount due.
The Company shall pay any amount required to be paid under clause 5.3(c) on the date specified by the Bank, such date being a date falling not less than 30 (thirty) days from the date of the Bank's notice.
|
(f)
|
Effect of notice.
Any notice given under clause 5.3(c) will take effect in accordance with its terms.
|
6.
|
Guarantee Commissions
|
6.1
|
Rate
. Subject to clause 6.4:
|
(a)
|
the Company shall pay a Guarantee Commission at the rate of 1.35% (in words: one point three five per cent.) per annum on the Guarantee Liability of the First Amended and Restated Level 3 Guarantee from day to day during the period from (and including) the date of this Agreement to (but excluding) the applicable Guarantee Termination Date; and
|
(b)
|
the Company shall pay a Guarantee Commission at the rate of 1.35% (in words: one point three five per cent.) per annum on the Guarantee Liability of the Level 3A Guarantee from day to day during the period from (and including) the date of this Agreement to (but excluding) the applicable Guarantee Termination Date.
|
6.2
|
Calculation basis
. Guarantee Commission for each Guarantee will be calculated on the basis of the actual number of days elapsed and a 360 day year.
|
6.3
|
When due
. Accrued Guarantee Commission for each Guarantee shall be paid in arrear on each 30 March, 30 June, 30 September and 30 December of each year falling during such period and on the applicable Guarantee Termination Date.
|
6.4
|
If the Guarantee Liability is zero
. No Guarantee Commission will be payable for either of the Guarantees if the Guarantee Liability thereof has definitely been reduced to zero in accordance with the provisions of the definition of "Guarantee Liability".
|
7.
|
Default Interest
|
7.1
|
Default interest periods.
If the Company does not pay any sum payable by it under the Finance Documents when due or if the Company does not pay any sum payable by it under any court judgment in connection with the Finance Documents on the date of such judgment, then for the purposes of clause 7 an
Interest Period
means the period beginning on:
|
(a)
|
such due date; or
|
(b)
|
the date of such judgment,
|
7.2
|
Rate of default interest.
The rate of interest on each Unpaid Sum for each Interest Period will be the percentage rate per annum determined by the Bank in accordance with market practice to be the rate equal to the aggregate of the following:
|
(a)
|
2%.
|
(b)
|
The applicable Guarantee Commission Rate.
|
(c)
|
LIBOR.
|
(d)
|
The Bank's Mandatory Costs, if any.
|
7.3
|
Payment and calculation bases.
The Company shall pay accrued default interest on each Unpaid Sum on each Interest Payment Date. Default interest will be calculated on the basis of the actual number of days elapsed and a 360 day year for each Unpaid Sum.
|
7.4
|
Compounding of default interest.
Default interest (if unpaid) arising on an Unpaid Sum will be compounded with the Unpaid Sum at the end of each Interest Period applicable to that Unpaid Sum.
|
8.
|
Taxes
|
8.1
|
No deductions.
All payments by the Company under the Finance Documents shall be made without any deduction or withholding for, or on account of, any taxes, levies or other charges or withholdings of a similar nature (including any related penalty or interest) (a
Tax Deduction
). If a Tax Deduction is required by law to be made by the Company, the amount of the payment due from the Company shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.
|
8.2
|
Notification of withholding.
If the Company or the Bank becomes aware that the Company shall have become required to make a Tax Deduction (or that there is a change in the rate or the basis of a Tax Deduction), it shall promptly notify the Bank.
|
8.3
|
If deduction is required.
If the Company is required to make a Tax Deduction, the following will apply:
|
(a)
|
Minimum deduction.
The Company shall make the minimum Tax Deduction required.
|
(b)
|
Payment.
The Company shall make any payment required in connection with that Tax Deduction within the time allowed by law.
|
(c)
|
Evidence of payment.
Within 30 days of making either a Tax Deduction or a payment required in connection with a Tax Deduction, the Company shall deliver to the Bank evidence satisfactory to the Bank (acting reasonably) that the Tax Deduction has been made or (as applicable) that the appropriate payment has been paid to the relevant taxing authority.
|
8.4
|
Tax indemnity.
The following will apply:
|
(a)
|
Scope.
Except as provided in clause 8.4(b) and clause 8.5 (
No recovery for tax gross-up
) the Company shall indemnify the Bank against any loss or liability which it determines will be or has been suffered (directly or indirectly) by it for, or on account of, tax in relation to a payment received or receivable (or any payment deemed to be received or receivable) under a Finance Document.
|
(b)
|
Excluded payments.
Clause 8.4(a) does not apply to any tax assessed on the Bank under the laws of any jurisdiction in which:
|
(i)
|
the Bank is incorporated or, if different, the jurisdiction (or jurisdictions) in which it is treated as resident for tax purposes; or
|
(ii)
|
the Bank's Facility Office is located in respect of amounts received or receivable in that jurisdiction,
|
8.5
|
No recovery for tax gross-up.
Clause 8.4(a) does not apply to the extent that a loss or liability is compensated for by an increased payment under clause 8.1 (
No deductions
).
|
8.6
|
Notification of claim.
If the Bank intends to make a claim under clause 8.4 (
Tax indemnity
), it shall notify the Company of the event which will give, or has given, rise to the claim.
|
8.7
|
Tax Credit.
If the Company makes a payment under clause 8.1 (
No deductions
) or clause 8.4 (
Tax indemnity
) (a
Tax Payment
) and the Bank determines (in its absolute discretion) that:
|
(a)
|
Relief from tax.
A credit, relief, remission or repayment in respect of tax is attributable to an increased payment of which that Tax Payment forms part, to that Tax Payment or to a Tax Deduction in consequence of which that Tax Payment was required; and
|
(b)
|
Relief used.
It has obtained and utilised such credit, relief, remission or repayment,
|
8.8
|
Stamp taxes.
The Company shall indemnify the Bank against any stamp duty, registration or other similar tax (together with any related penalty or interest) payable in respect of a Finance Document.
|
8.9
|
Value added tax.
The following will apply:
|
(a)
|
Amounts are VAT exclusive.
All amounts expressed to be payable under a Finance Document by the Company to the Bank which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on such supply. Accordingly, subject to clause 8.9(b), if VAT is or becomes chargeable on any supply made by the Bank to the Company under a Finance Document and the Bank is required to account to the relevant tax authority for the VAT, the Company shall pay to the Bank (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and the Bank shall promptly provide an appropriate VAT invoice to that Party).
|
(b)
|
VAT on costs and expenses.
Where a Finance Document requires the Company to reimburse or indemnify the Bank for any costs or expenses, the Company shall reimburse or indemnify (as the case may be) the Bank for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that the Bank reasonably determines that it (or any other member of any group of which it is a member for VAT purposes) is entitled to credit or repayment in respect of such VAT from the relevant tax authority.
|
8.10
|
U.S. Federal and state withholding.
Notwithstanding any other provision of this Agreement, the Company shall comply with all U.S. federal and state withholding requirements with respect to payments to the Bank of amounts that the Company reasonably believes are applicable under the Code, the treasury regulations or any applicable state or local law. The Company will withhold on payments to the Bank unless the Bank provides at such time or times as required by law (i) a correct, complete and properly executed U.S. Internal Revenue Service Form W-8BEN claiming eligibility of the Bank for benefits of an income tax treaty to which the United States is a party, (ii) a correct, complete and properly executed U.S. Internal Revenue Service Form W-8ECI, (iii) a correct, complete and properly executed U.S. Internal Revenue Service Form W-8BEN and a certificate of a duly authorized officer of the Bank to the effect that the Bank is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Company within the meaning of Section 881(c)(3)(B) of the Code, or (C) a controlled foreign corporation receiving interest from a related person within the meaning of Section 881(c)(3)(C) of the Code, or (iv) a correct, complete and properly executed U.S. Internal Revenue Service Form W-8IMY, with appropriate attachments from each of the beneficial owners that either (a) satisfies one of the clauses (i) through (iii) above or (b) is a correct, complete and properly executed U.S. Internal Revenue Service Form W-9. For any period with respect to which the Bank has failed to provide the Company with the appropriate, complete and accurate form or other relevant document pursuant to this clause 8.10 establishing a complete exemption from U.S. federal withholding tax, the Bank shall not be entitled to any “gross-up” of taxes or indemnification under this clause 8.
|
8.11
|
FATCA withholding.
If a payment made by the Company to any party under the Finance Documents would be subject to U.S. Federal withholding Tax imposed by FATCA if such party were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such party shall deliver to the Company, at the time or times prescribed by law and at such time or times reasonably requested by the Company, such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Company as may be necessary for the Company to comply with its obligations under FATCA, to determine that such party has or has not complied with its obligations under FATCA and, as necessary, to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause 8.11, “
FATCA
” shall include any amendments made to FATCA after the date of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the Company shall have no
|
9.
|
Increased Costs
|
9.1
|
At the Bank’s request the Company shall promptly reimburse the Bank for any Increased Costs, which are incurred as a result of
|
(a)
|
any modifications to the legal requirements to which the Bank is subject (including laws or regulations on regulatory capital, liquidity ratios, capital ratios or any other rule imposed by bank or currency regulators) or in the interpretation or application of such requirements; or
|
(b)
|
the compliance with any request or requirement issued by any central bank, the banking and/or capital market supervisory authority or any fiscal or other authority (irrespective of whether this request or requirement is legally binding) that was made or entered into force following the conclusion of this Agreement.
|
9.2
|
Increased Costs shall be:
|
(a)
|
any additional or increased costs of the Bank;
|
(b)
|
a reduction in the Bank‘s return on equity; or
|
(c)
|
any reduction of an amount owed by the Company to the Bank,
|
9.3
|
The Bank shall notify the Company of the reasons for the Increased Costs and, at the Company’s request, shall provide a reasonably detailed statement setting forth the calculation of the amount to be reimbursed.
|
10.
|
Illegality
|
10.1
|
Illegality – Notice to the Company.
If in any applicable jurisdiction it becomes unlawful for the Bank to perform any of its obligations under a Finance Document or to issue or leave outstanding either of the Guarantees or it becomes unlawful for any Affiliate of the Bank for the Bank to do so, it shall notify the Company promptly upon becoming aware that it is so unlawful and each of the following will apply:
|
(a)
|
Effect.
The Bank shall promptly notify the Company:
|
(i)
|
if at that time such Guarantee has not been issued, that the Bank is not obliged to issue such Guarantee and the related Facility is cancelled (and in such case, for the avoidance of doubt, the Guarantee Liability of such Guarantee shall immediately, automatically and definitely be reduced to zero); and
|
(ii)
|
if at that time such Guarantee has been issued, that the Company shall provide Cash Cover for such Guarantee and pay all other amounts payable by the Company to the Bank under the Finance Documents on the date determined under clause 10.1(b)
|
(b)
|
When due.
The date for the payment will be the date specified by the Bank in its notification to the Company, which date shall be the latest day allowed by law.
|
11.
|
Mitigation
|
11.1
|
Extra cost or illegality.
The Bank shall, in consultation with the Company, take all reasonable steps to mitigate any circumstances which result or would result in any amount becoming payable under, or cancelled pursuant to, clause 8 (
Taxes
), clause 9.3 (
Illegality
) or the definition of Mandatory Cost, including transferring its rights and obligations under the Finance Documents to an Affiliate or changing its Facility Office.
|
11.2
|
Company's indemnity
. The Company shall indemnify the Bank for all costs and expenses reasonably incurred by it as a result of any step taken by it under clause 11.1.
|
11.3
|
Company's obligations remain.
Clause 11.1 does not in any way limit the Company's obligations under the Finance Documents.
|
11.4
|
No adverse effect.
The Bank is not obliged to take any step under clause 11.1 if, in its opinion (acting reasonably), to do so might be prejudicial to it.
|
11.5
|
Conduct of business by the Bank
. No term of this Agreement will do any of the following:
|
(a)
|
Free to arrange its affairs.
Interfere with the Bank's right to arrange any of its affairs in whatever manner it thinks fit.
|
(b)
|
No need to make a claim.
Oblige the Bank to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim.
|
(c)
|
No disclosure.
Oblige the Bank to disclose any information relating to any of its affairs or any tax computation.
|
12.
|
Representations and Warranties
|
12.1
|
Legal representations
. The Company makes the following representations and warranties to the Bank:
|
(a)
|
Status
. The Company is duly incorporated and validly existing as a corporation under the laws of Delaware, USA, and it has power to carry on its business as it is now being conducted and to own its property and other assets.
|
(b)
|
Corporate power.
The Company has the power to execute, deliver and perform its obligations under the Transaction Documents to which it is a party and all necessary corporate, shareholder and other action has been taken to authorize the execution, delivery and performance of the same by it.
|
(c)
|
Binding obligations
. Subject to any general principles of law limiting its obligations and referred to in a legal opinion supplied under clause 3.1 (
Conditions precedent
), the Transaction Documents to which it is a party constitute its legal, valid, binding and enforceable obligations.
|
(d)
|
Non-conflict with obligations.
The execution and delivery of, the performance of its obligations under and compliance with the provisions of the Transaction Documents to which it is a party do not and will not:
|
(i)
|
contravene or conflict in any material respect with any existing applicable law, or regulation, or any judgment, decree or authorization to which it is subject which, in each case, might reasonably be expected to have a material adverse effect on its ability to perform its obligations under the Transaction Documents to which it is a party;
|
(ii)
|
contravene or conflict in any material respect with, or result in any material breach of any of the terms of, or constitute a material default under any other agreement or other instrument binding upon it which, in each case, might reasonably be expected to have a material adverse effect on its ability to perform its obligations under the Transaction Documents to which it is a party; or
|
(iii)
|
contravene or conflict with any provision of its statutes or by-laws.
|
(e)
|
Most recent accounts.
The latest available consolidated audited accounts of the Company have been approved by its auditors to the effect that such consolidated financial statements present fairly, in all material respects, the financial position of the Company and its subsdiaries, and results of their operations and their cash flows on a consolidated basis.
|
(f)
|
No default.
No event or circumstance which constitutes an Event of Default has occurred and is continuing unremedied or unwaived.
|
(g)
|
No litigation.
No material litigation, arbitration, administrative proceedings or investigation is current or to the best of its knowledge is threatened or pending before any court, arbitral body or agency, nor is there subsisting against it or any of its Subsidiaries any unsatisfied judgment or award, which jeopardizes or, if adversely determined is reasonably likely to jeopardize, the Company's ability to perform its obligations under this Agreement.
|
(h)
|
Authorizations.
It has obtained all necessary material consents, authorizations, licences or approvals of governmental or public bodies or authorities in connection with the Transaction Documents and all such consents, authorizations, licences or approvals are in full force and effect and admissible in evidence.
|
(i)
|
Pari passu ranking.
The Company's payment obligations under the Finance Documents rank not less than
pari passu
in right of payment with all other present and future unsecured and unsubordinated obligations under any of its debt instruments except for obligations mandatorily preferred by law applying to companies generally.
|
12.2
|
Times when made
. The following applies in relation to representations and warranties set out in clauses 12.1:
|
(a)
|
First made
. They will be made on the date of this Agreement.
|
(b)
|
Repeated.
They will be deemed to be repeated by the Company:
|
(i)
|
on the day on which the Bank gives the notification referred to in the definition of the Effective Date (
Satisfaction of the conditions precedent
); and
|
(ii)
|
on each 30 March, 30 June, 30 September and 30 December of each year,
|
13.
|
Covenants
|
13.1
|
Information regarding the Company.
The undertakings in clause 13.1 will apply from the date of this Agreement for so long as either of the Guarantees remains to be issued or any Guarantee Liability of either of the Guarantees remains outstanding for which Cash Cover has not been provided or any sum remains payable by the Company under the Finance Documents.
|
(c)
|
The Company's annual accounts.
The Company will deliver to the Bank as soon as they become available but in any event within 90 days after the end of each of its financial years, its consolidated and unconsolidated annual report, balance sheet, profit and loss account and auditors report for that financial year as well as the consolidated and unconsolidated annual report, balance sheet, profit and loss account and auditors report for that financial year of Deutsche Telekom AG. The reporting requirements specified in this Section 13.1(a) may be satisfied by filing with the Securities and Exchange Commission through the EDGAR electronic filing system.
|
(d)
|
Quarterly information from the Company.
The Company will deliver to the Bank as soon as they become available but in any event within 45 days after the end of the first three quarters of each financial year, balance sheets of the Company and its Subsidiaries as of the end of such quarter and statements of income and retained earnings of the Company and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, certified by the chief financial officer of the Company and meeting the same requirements as the financial information required to be delivered by the Company pursuant to Section 7.1(k)(A) of the Purchase Agreement. The reporting requirements specified in this Section 13.1(b) may be satisfied by filing with the Securities and Exchange Commission through the EDGAR electronic filing system.
|
(e)
|
The Company shall provide to the Bank a copy of any certificate required to be delivered pursuant to Section 7.1(k)(F) of the Purchase Agreement at the time that such certificate is delivered pursuant to such section.
|
(f)
|
Other information.
The Company will provide the Bank from time to time such further information on its general financial situation as the Bank may reasonably require.
|
(g)
|
Notify default under this Agreement or the Purchase Agreement.
The Company will promptly upon becoming aware of its occurrence notify the Bank (i) of any Event of Default (and the steps, if any, being taken to remedy it) as well as (ii) of any Termination Event (as defined in Section 11.4 of the Purchase Agreement).
|
(h)
|
"Know your customer" checks – Information from the Company.
The Company will promptly on the Bank's request supply to it any documentation or other evidence that is reasonably required by the Bank (whether for itself or on behalf of any person to whom the Bank may, or may intend to, transfer any of its rights or obligations under this Agreement) to enable the Bank or any such person to carry out and be satisfied with the results of all applicable identification checks that the Bank or any such person is obliged to carry out in order to meet its obligations under any applicable law or regulation to identify a person who is (or is to become) its customer.
|
13.2
|
Financial Covenants.
|
(a)
|
Consolidated Equity Ratio
(as defined in the Purchase Agreement) shall not at any time be less than 20.0%; and
|
(b)
|
Consolidated Leverage Ratio
(as defined in the Purchase Agreement) shall not at any time be greater than 450%.
|
13.3
|
General covenants.
The undertakings in this clause 13.3 will apply from the date of this Agreement for so long as either of the Guarantees remains to be issued or any Guarantee Liability of either of the Guarantees remains outstanding for which Cash Cover has not been provided or any sum remains payable by the Company under the Finance Documents.
|
(a)
|
Comply with laws.
The Company will comply in all material respects with all laws and regulations to which it is subject, except for any non-compliance which, in each case, would not be reasonably likely to jeopardize the Company’s ability to perform its obligations under this Agreement.
|
(b)
|
Negative pledge
. Unless the Company obtains the prior written consent of the Bank, the Company agrees not to not create or tolerate the existence of any Security upon any of its assets, except for the following:
|
(i)
|
any Security entered into prior to this Agreement;
|
(ii)
|
any Security, lien or other encumbrance arising by operation of law or in the ordinary course of business;
|
(iii)
|
to any vendor's lien or other Security on land or other assets, where such Security secures only the purchase price or any credit, having a term of not more than twelve months, obtained to finance it;
|
(iv)
|
any pledge over inventories created to secure any short-term credit;
|
(v)
|
any Security over or affecting any asset acquired by the Company after the date of this Agreement and subject to which such asset is acquired, if:
|
1)
|
such Security was not created in contemplation of the acquisition of such asset by the Company, and
|
2)
|
the amount thereby secured has not been increased in contemplation of, or since the date of, the acquisition of such asset by the Company; and
|
(vi)
|
to the extent the respective claims secured do not exceed an aggregate amount of USD 9,000,000,000 (or its equivalent in other currencies);
|
(c)
|
Change in business.
The Company
will
procure that no substantial change is made to the core business of the Group as a whole from that carried on at the date of this Agreement.
|
(d)
|
German Money Laundering Act.
The Company
will
promptly submit to the Bank such information and documents as it may reasonably request in order to comply with its obligations to prevent money laundering and to conduct ongoing monitoring of the business relationship
with
the Company.
|
14.
|
Events of Default
|
14.1
|
Events
of Default
. Each of the following is an Event of Default:
|
(a)
|
Non-payment.
If the Company does not pay any sum payable by it under the Finance Documents at the time, in the currency and in the manner required, unless:
|
(i)
|
its failure to pay is caused by administrative or technical error or a Disruption Event; and
|
(ii)
|
payment is made within 3 Banking Days of the due date.
|
(b)
|
Breach of the Finance Documents.
If the Company does not comply with any term of the Finance Documents (other than those referred to in clauses 14.1(a)), unless such failure:
|
(vii)
|
is capable of remedy; and
|
(viii)
|
is remedied within a reasonable period of time specified in a notice served by the Bank on the Company.
|
(c)
|
Misrepresentation.
If any information or document given to the Bank in writing by or on behalf of the Company or any representation or statement made or deemed to be repeated by the Company in this Agreement is or proves to have been incorrect, incomplete or misleading in any material respect when made.
|
(d)
|
Cross-default
. If the Company shall fail to pay any principal of or premium or interest on any of its Debt that is outstanding in a principal amount of at least $100,000,000 in the aggregate, when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt; or any Securitization Obligation of the Company in a principal amount of at least $100,000,000 in the aggregate shall be accelerated prior to its express maturity; or any other event shall occur or condition shall exist under any agreement or instrument relating to any such Debt or Securitization Obligation and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Debt or Securitization Obligation; or any such Debt or Securitization Obligation shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required
|
(e)
|
Insolvency.
If a Bankruptcy Event shall occur with respect to the Company.
|
(f)
|
Effectiveness of the Finance Documents.
If it is or becomes unlawful for the Company to perform any of its obligations under this Agreement or if this Agreement is not effective in accordance with its terms or is alleged by the Company to be ineffective in accordance with its terms.
|
14.2
|
Effect of default.
The Bank may at any time after the occurrence of an Event of Default that is continuing by notice to the Company do either or each of the following:
|
(a)
|
Cancellation.
Cancel either of the Facilities.
|
(b)
|
Cash Cover.
Require the Company to provide immediate Cash Cover for either of the Guarantees.
|
14.3
|
Assignment of Recoveries
. Upon the occurrence of an Event of Default, the Funding Seller will pay to the Bank all amounts allocated to it that are attributable to Recoveries pursuant to Section 5.4(iii) or Section 5.4(iv) of the Purchase Agreement, until such time as all amounts payable by the Company to the Bank hereunder shall have been irrevocably paid in full.
|
15.
|
Cash Cover
|
(a)
|
Payment to the Bank.
The Company shall pay to the Bank, to be held as collateral for the Company’s obligations hereunder, an amount equal to the Guarantee Liability of such Guarantee at that time.
|
(b)
|
When to be repaid.
The balance of the amount paid by the Company under clause 15(a) after the Bank has applied such amount in or towards discharge of the Company's liability to it consequent upon the Bank making payment under such Guarantee, will be repaid to the Company by the Bank on the applicable Guarantee Termination Date.
|
16.
|
Payments
|
16.1
|
Payments to the Bank
. The following will apply:
|
(a)
|
Funds.
On each date on which the Company is required to make a payment under a Finance Document, the Company shall make the amount available to the Bank (unless a contrary indication appears in a Finance Document) for value on the due date, at the time and in such funds specified by the Bank as being customary at the time for settlement of transactions in the relevant currency in the place of payment.
|
(b)
|
Payment.
Payments shall be made to the Bank to its account no. 10926093 with Citibank N.A., New York (BIC CITIUS33) in favor of account no. 8220354487 with KfW (BIC KFWIDEFF), ref. ‘8220354487, T-Mobile US, KV 25928’.
|
16.2
|
Currency
. Each amount payable under the Finance Documents shall be paid in USD.
|
16.3
|
Partial payments.
If the Bank receives a payment which is less than the amount then due and payable by the Company under the Finance Documents, the Bank will, notwithstanding any appropriation of that payment by the Company, apply that amount towards payment of the Company's obligations under the Finance Documents in the following order:
|
(a)
|
Bank's costs
. First, in or towards payment pro rata of any unpaid fees, costs and expenses of the Bank under the Finance Documents.
|
(b)
|
Fees.
Secondly, in or towards payment pro rata of any accrued fee or commission due but unpaid under this Agreement.
|
(c)
|
Interest.
Thirdly, in or towards payment pro rata of any accrued interest due but unpaid under this Agreement.
|
(d)
|
Indemnity amounts.
Fourthly, in or towards payment pro rata of any amount due under clause 4.1(b) (
Reimbursement by the company
) and clause 4.3(a) (
Indemnity for the bank's loss
) which is due but unpaid under this Agreement.
|
(e)
|
Other amount
. Fifthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.
|
16.4
|
Non-Banking days.
The following will apply:
|
(a)
|
Interest
. Any payment under the Finance Documents which is due to be made on a day which is not a Banking
|
(b)
|
Original interest rate continues.
During any extension of the due date for payment of any principal or unpaid sum under this Agreement interest is payable on that principal at the rate payable on the original due date.
|
16.5
|
Timing of payments.
If a Finance Document does not provide for when a particular payment is due, that payment will be due within five (5) Banking Days of demand by the Bank.
|
17.
|
Set-off
|
17.1
|
Not by the Company; Bank charges.
All payments by the Company under the Finance Documents shall be made without set-off or counterclaim. All payments under the Finance Documents shall be made free and clear of, and without deduction for or on account of, any bank charges.
|
17.2
|
By the
Bank.
The Bank has and may exercise each of the following rights at any time:
|
(a)
|
Matured obligations.
The right to set off any due and payable obligation owed to it by the Company under the Finance Documents against any due and payable obligation owed by the Bank to the Company, regardless of the place of payment, booking branch or currency of either obligation.
|
(b)
|
Different currencies.
The right, where any of the obligations referred to in clause 17.2(a) are in different currencies, to convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.
|
18.
|
Indemnities
|
18.1
|
Currency indemnity.
The Company shall, as an independent obligation, indemnify the Bank against any loss or liability which it incurs as a consequence of any of the following:
|
(a)
|
Receipt.
The Bank receiving an amount in respect of the Company's liability under the Finance Documents in a currency other than the currency in which the amount is expressed to be payable under the relative Finance Document.
|
(b)
|
Liability converted.
The Company's liability under the Finance Documents being converted into a claim, proof, judgment or order in a currency other than the
|
18.2
|
Other indemnities.
Unless otherwise compensated for under another provision of clause 18, the Company shall indemnify the Bank against any loss or liability which it incurs as a consequence of any of the following:
|
(a)
|
Default in payment
. Failure by the Company to pay any sum under a Finance Document on its due date.
|
(b)
|
Prepayment event.
The occurrence of an Event of Default or an Event of Mandatory Prepayment.
|
(c)
|
Prepayment notice.
The Guarantee Liability of either of the Guarantees (or any part of it) not being prepaid in accordance with a notice of prepayment.
|
(d)
|
Guarantee not issued.
The Bank making arrangements to issue either of the Guarantees after the Effective Date, but such Guarantee not being issued by reason of the operation of any one or more of the provisions of this Agreement.
|
18.3
|
Indemnity to the
Bank.
The Company shall indemnify the Bank against any loss or liability incurred by the Bank as a result of any of the following:
|
(a)
|
Investigating a default
. Investigating any event which the Bank reasonably believes to be an Event of Default or a Potential Event of Default.
|
(b)
|
Acting on a notice.
Acting or relying on any notice which the Bank reasonably believes to be genuine, correct and appropriately authorized.
|
19.
|
Costs and Expenses
|
19.1
|
Initial and special costs.
The Company shall do each of the following:
|
(a)
|
Initial costs.
Pay all costs and expenses (including legal fees) reasonably incurred by the Bank in connection with the negotiation, preparation, execution and perfection of the Finance Documents and the Guarantees, whether or not the transaction contemplated by this Agreement closes.
|
(b)
|
Amendment costs.
Pay all costs and expenses (including legal fees) reasonably incurred by the Bank in responding to, evaluating, negotiating and/or complying with any amendment, waiver or consent requested by the Company and relating to the Finance Documents.
|
(c)
|
Other costs.
Pay all costs and expenses (including legal fees) reasonably incurred by the Bank in connection with any other matter, not of an ordinary administrative nature, arising in connection with the Finance Documents.
|
19.2
|
Enforcement costs.
The Company shall pay all costs and expenses (including legal fees) incurred by the Bank in connection with the enforcement of, or the preservation of any rights under, the Finance Documents.
|
20.
|
Changes to the Parties
|
20.1
|
Transfers by the Company.
The Company may not assign, charge or otherwise deal with any of its rights, claims or obligations under the Finance Documents.
|
20.2
|
Transfers by the Bank.
The following will apply:
|
(a)
|
Permitted.
The Bank may, subject to the following provisions of clause 20.2, at any time:
|
(i)
|
assign any of its rights; or
|
(ii)
|
transfer by novation any of its rights and obligations,
|
(b)
|
Company's consent required.
The Company's consent is required for any assignment or transfer by novation, unless an Event of Default has occurred and is continuing.
|
(c)
|
Participations.
Nothing in this Agreement restricts the ability of the Bank to sub-contract an obligation if the Bank remains liable under this Agreement for that obligation.
|
20.3
|
Costs resulting from change of Bank or Facility Office.
If the following occur:
|
(a)
|
Transfer by the Bank
. The Bank assigns or transfers any of its rights and obligations under the Finance Documents or changes its Facility Office; and
|
(b)
|
Additional cost.
As a result of circumstances existing at the date the assignment, transfer or change occurs, the Company would be obliged to make a payment to the New Bank or to the Bank acting through its new Facility Office under clause 8 (
Taxes
),
|
(i)
|
the Company has consented to the assignment or transfer;
|
(ii)
|
the assignment, transfer or change is made by the Bank whilst there is continuing an Event of Default, a Potential Event of Default or an Event of Mandatory Prepayment; or
|
(iii)
|
the assignment, transfer or change is made as a result of clause 11 (
Mitigation
),
|
21.
|
Confidentiality
|
21.1
|
Confidential Information.
The Bank agrees to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by clause 21 and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information.
|
21.2
|
Disclosure of Confidential Information.
The Bank may disclose such Confidential Information about the Company, the Group and the Finance Documents as the Bank considers appropriate in each of the following circumstances:
|
(a)
|
Affiliates and employees.
To any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners, managers and trustees, if any such person is informed of its confidential nature and the Bank uses all reasonable endeavours to ensure that such person complies with the provisions of clause 21 as if it were the Bank.
|
(b)
|
Transfers.
Namely:
|
(i)
|
To any person who proposes entering (or who has entered) into contractual arrangements with the Bank in relation to this Agreement (a
Participant
);
|
(ii)
|
to any person who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or indirectly, any such contractual arrangements (a
Financier
); and
|
(iii)
|
to any of such Participant's and such Financier's Affiliates and any of their officers, directors, employees, professional advisers, auditors, partners, managers and trustees.
|
(c)
|
Regulatory authority.
To any person to whom, and to the extent that, information is required or requested to be disclosed by any governmental, banking, taxation
|
(d)
|
Litigation.
To any person in connection with any litigation, arbitration, administrative or other investigations, proceedings or disputes, if such person is informed of the confidential nature of the information.
|
(e)
|
With consent.
To any person with the Company's consent.
|
21.3
|
Group bound by this clause.
The Company confirms that it has authority to agree to the provisions of clause 21 (
Confidentiality
) also on behalf of the other Group members.
|
22.
|
Notices
|
22.1
|
In writing.
Any communication in connection with the Finance Documents shall be in writing. Each one shall be signed and shall be supplied as an original document or – apart from a Notice of Drawdown – by fax or by e-mail with an attachment in pdf format. If a Notice of Drawdown is given by fax or by e-mail then, without prejudice to the effectiveness and timely receipt of the fax or e-mail transmission, an original version shall in addition be supplied without delay.
|
22.2
|
Contact details.
The contact details of each Party for all communications in connection with the Finance Documents are those determined in accordance with clause 22.2.
|
(a)
The contact details of the Company are:
|
Vice President of Treasury
Telephone: 1 (425) 383 5019
Fax: +1 (425) 383-4830
Email: Dirk.Wehrse@t-mobile.com
|
|
(b)
The contact details of the Bank are:
|
KfW IPEX-Bank GmbH
Department: X1b3
Palmengartenstrasse 5–9
60325 Frankfurt am Main
Germany
Telephone: +49 69 7431-0
Fax: +49 69 7431-4013 (loan administration)
+49 69 7431-9609 (documentation & credit)
E-mail: silke.warnicke@kfw.de (loan administration)
sebastian.eberle@kfw.de (documentation & credit)
|
(c)
|
Changes.
Any Party may change its contact details by giving 7 days' prior notice to the other Party.
|
(d)
|
Nominated department.
Where a Party nominates a particular department or officer to receive a communication, a communication will not be effective if it fails to specify that department or officer.
|
22.3
|
Effectiveness.
The following will apply:
|
(a)
|
Deemed receipt.
Save as provided in clause 22.3, any communication in connection with the Finance Documents will become effective upon receipt and, unless the communication concerned is a Notice of Drawdown, each one will be deemed to be received:
|
(i)
|
if sent by letter through the normal post or by courier, 7 days after being deposited in the post or handed to the courier;
|
(ii)
|
if sent by letter by registered post, when left at the relevant address;
|
(iii)
|
if sent by fax, when despatched if the sender’s fax machine has produced a printed confirmation of a facsimile transmission transmitted error free; or
|
(iv)
|
if sent by e-mail with an attachment in pdf format, when the attachment is actually received in readable form.
|
(b)
|
Receipt when office closed.
A communication under clause 22.3(a) which is received on a non-working day or after 5.00pm in the place of receipt will be deemed to be received only on the next working day in that place.
|
(c)
|
Notices to
Bank.
A communication to the Bank will be effective only on actual receipt by it.
|
22.4
|
English language.
The following will apply:
|
(a)
|
Notices.
Any notice in connection with the Finance Documents shall be in English.
|
(b)
|
Documents from the Company.
All other documents in connection with the Finance Documents shall be:
|
(i)
|
in English; or
|
(ii)
|
(unless the Bank otherwise agrees) accompanied by a certified English translation. In this case, the English translation prevails unless the document is a statutory or other official document.
|
23.
|
General Provisions
|
23.1
|
Invalidity.
If a provision of the Finance Documents is or becomes illegal, invalid or unenforceable in any jurisdiction, each of the following will apply:
|
(a)
|
Other provisions unaffected.
That will not affect the legality, validity or enforceability in that jurisdiction of any other provision of the Finance Documents.
|
(b)
|
Other jurisdictions unaffected.
That will not affect the legality, validity or enforceability in other jurisdictions of that or any other provision of the Finance Documents.
|
23.2
|
Certificates and determination.
Any certification or determination by the Bank of a rate or amount under the Finance Documents is, in the absence of manifest error, conclusive evidence of the matters to which it relates.
|
23.3
|
Accounts.
In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by the Bank are
prima facie
evidence of the matters to which they relate.
|
24.
|
Amendments and Waivers
|
24.1
|
Only in writing.
Any supplement or amendment to the Finance Documents shall be in writing in accordance with clause 22.1. Any waiver of the requirement of written form shall also be in writing.
|
24.2
|
Waivers and exercise of rights.
No failure to exercise, nor any delay in exercising, on the part of the Bank, any right or remedy under the Finance Documents
will
operate as a waiver, nor
will
any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in the Finance Documents are cumulative and not exclusive of any rights or remedies provided by law.
|
25.
|
CHOICE OF LAW AND JURISDICTION; WAIVER OF JURY TRIAL
|
25.1
|
New York law.
THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.
|
25.2
|
Jurisdiction.
EACH PARTY HERETO HEREBY (A) IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY NEW YORK STATE OR FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK, NEW YORK, OVER ANY ACTION OR PROCEEDING ARISING OUT OF OR
|
25.3
|
No Right to Trial by Jury.
EACH PARTY HERETO WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER OR RELATING TO THIS AGREEMENT OR ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR THAT MAY IN THE FUTURE BE DELIVERED IN CONNECTION THEREWITH OR ARISING FROM ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), ACTIONS OF ANY OF THE PARTIES HERETO OR ANY OTHER RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL HE TRIED BEFORE A COURT AND NOT BEFORE A JURY.
|
25.4
|
Waiver of immunity
. To the extent that at the date of this Agreement or at any time in the future the Company can claim for itself or its assets immunity in any jurisdiction, whether it be immunity from proceedings, from execution or from other legal process, the Company irrevocably waives any such immunity to the extent permitted by the laws of the relative jurisdiction.
|
25.5
|
Waiver of security for costs
. The Company waives any right it may have to require the Bank to give security for costs in any court proceedings.
|
26.
|
Counterparts
|
27.
|
German VAT regulations
|
28.
|
Amendment and Restatement
|
1.
|
Constitutional documents.
Copies of the Company's constitutional documents.
|
2.
|
Board resolution.
A copy of the resolutions of the Company's Managing Board or other appropriate body approving the terms of, and the transactions contemplated by, the Finance Documents and authorizing a person or persons to sign and deliver the Finance Documents and any other documents required from the Company under the Finance Documents.
|
3.
|
Certificate that copies are correct.
A certificate of a duly authorized officer of the Company certifying that each copy document specified in this Schedule and relating to the Company is correct, complete, up-to-date and in full force and effect as at a date no earlier than the date of this Agreement.
|
4.
|
Specimen signatures – Company.
Specimen signatures, authenticated by a duly authorized officer of the Company, of the person(s) authorized to sign on its behalf the Finance Documents and any related documents.
|
5.
|
KYC.
“Know your customer” documentation, including specimen signatures of the person(s) authorized to sign this Agreement and Notices of Drawdown on behalf of the Company and, in each case, copies of the passports or identity cards and address proof (utility bills, etc.) of such person(s).
|
6.
|
Copies of consents.
A copy of any authorization or other document, opinion or assurance which the Bank has notified the Company is necessary in connection with the entry into and performance of, and the transactions contemplated by, the Finance Documents or for the validity and enforceability of any Finance Document.
|
7.
|
Legal opinions.
One or several legal opinion(s) of external counsel to the Company confirming, inter alia, the valid existence and capacity of the Company and the Funding Seller, the due execution of this Agreement by the Company and the Funding Seller under applicable (Delaware) law as well as the validity and enforceability of this Agreement under the laws of New York.
|
8.
|
Fees and expenses.
Evidence that all fees and expenses then due from the Company under clause 19 (
Costs and expenses
) have been, or will be, paid.
|
9.
|
Purchase Agreement and Onward Purchase Agreement.
An executed copy of each of the Purchase Agreement; the Fourth Amendment thereto, dated as of the date hereof; the Onward Purchase Agreement; and the First Amendment thereto, dated as of the date hereof.
|
10.
|
Original Level 3 Guarantee.
Return or any other full repayment of the Original Level 3 Guarantee.
|
T-Mobile US, Inc.
as the Company |
/s/ Dirk Wehrse
|
Name: Dirk Wehrse
|
Title: Vice President, Treasury & Treasurer
|
T-Mobile Airtime Funding LLC
as the Funding Seller |
/s/ Dirk Wehrse
|
Name: Dirk Wehrse
|
Title: Vice President, Treasury & Treasurer
|
KfW IPEX-Bank GmbH
as the Bank |
/s/ Sven Wabbels
|
Name: Sven Wabbels
|
Title: Director
|
/s/ Sebastian Eberle
|
Name: Sebastian Eberle
|
Title: Vice President
|
|
Year Ended December 31,
|
||||||||||||||||||
(in millions)
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Earnings available for fixed charges:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) before income taxes and earnings from unconsolidated affiliates
|
$
|
461
|
|
|
$
|
94
|
|
|
$
|
(6,991
|
)
|
|
$
|
(4,919
|
)
|
|
$
|
2,180
|
|
Fixed charges
|
2,377
|
|
|
2,118
|
|
|
1,474
|
|
|
1,487
|
|
|
1,395
|
|
|||||
Amortization of capitalized interest
|
35
|
|
|
34
|
|
|
34
|
|
|
31
|
|
|
27
|
|
|||||
Capitalized interest
|
(81
|
)
|
|
(5
|
)
|
|
(9
|
)
|
|
(24
|
)
|
|
(35
|
)
|
|||||
Earnings from non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|||||
Earnings available for fixed charges
|
$
|
2,792
|
|
|
$
|
2,241
|
|
|
$
|
(5,492
|
)
|
|
$
|
(3,425
|
)
|
|
$
|
3,564
|
|
Fixed charges:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense including capitalized interest
|
$
|
1,433
|
|
|
$
|
1,229
|
|
|
$
|
686
|
|
|
$
|
694
|
|
|
$
|
591
|
|
Interest portion of rent expense (1)
|
944
|
|
|
889
|
|
|
788
|
|
|
793
|
|
|
804
|
|
|||||
Fixed charges
|
$
|
2,377
|
|
|
$
|
2,118
|
|
|
$
|
1,474
|
|
|
$
|
1,487
|
|
|
$
|
1,395
|
|
Ratio of earnings to fixed charges (2)
|
1.17
|
|
|
1.06
|
|
|
—
|
|
|
—
|
|
|
2.55
|
|
(1)
|
The portion of operating rental expense that management believes is representative of interest is estimated to be 33%.
|
(2)
|
Due primarily to T-Mobile’s non-cash impairment charges in the years ended
December 31, 2012
and
2011
, the ratio coverage was less than 1:1 in each of these periods. The Company would have needed to generate additional earnings of
$7 billion
and
$5 billion
in the year ended
December 31, 2012
and
2011
, respectively, to achieve a coverage of 1:1 in each of these periods.
|
Name
|
|
State of Incorporation
|
IBSV LLC
|
|
Delaware
|
MetroPCS California, LLC
|
|
Delaware
|
MetroPCS Florida, LLC
|
|
Delaware
|
MetroPCS Georgia, LLC
|
|
Delaware
|
MetroPCS Massachusetts, LLC
|
|
Delaware
|
MetroPCS Michigan, LLC
|
|
Delaware
|
MetroPCS Networks California, LLC
|
|
Delaware
|
MetroPCS Networks Florida, LLC
|
|
Delaware
|
MetroPCS Nevada, LLC
|
|
Delaware
|
MetroPCS New York, LLC
|
|
Delaware
|
MetroPCS Pennsylvania, LLC
|
|
Delaware
|
MetroPCS Texas, LLC
|
|
Delaware
|
Powertel Memphis Licenses, Inc.
|
|
Delaware
|
Powertel/Memphis, Inc.
|
|
Delaware
|
SunCom Wireless Holdings, Inc.
|
|
Delaware
|
SunCom Wireless Investment Company LLC
|
|
Delaware
|
SunCom Wireless License Company, LLC
|
|
Delaware
|
SunCom Wireless Management Company, Inc.
|
|
Delaware
|
SunCom Wireless Operating Company, L.L.C.
|
|
Delaware
|
SunCom Wireless Property Company, L.L.C.
|
|
Delaware
|
SunCom Wireless, Inc.
|
|
Delaware
|
T-Mobile Airtime Funding LLC
|
|
Delaware
|
T-Mobile Assurance Corporation
|
|
Hawaii
|
T-Mobile Central LLC
|
|
Delaware
|
T-Mobile Financial LLC
|
|
Delaware
|
T-Mobile License LLC
|
|
Delaware
|
T-Mobile Northeast LLC
|
|
Delaware
|
T-Mobile PCS Holdings LLC
|
|
Delaware
|
T-Mobile Puerto Rico Holdings LLC
|
|
Delaware
|
T-Mobile Puerto Rico LLC
|
|
Delaware
|
T-Mobile Resources Corporation
|
|
Delaware
|
T-Mobile South LLC
|
|
Delaware
|
T-Mobile Subsidiary IV Corporation
|
|
Delaware
|
T-Mobile USA Tower LLC
|
|
Delaware
|
T-Mobile USA, Inc.
|
|
Delaware
|
T-Mobile West LLC
|
|
Delaware
|
T-Mobile West Tower LLC
|
|
Delaware
|
Triton PCS Finance Company, Inc.
|
|
Delaware
|
Triton PCS Holdings Company L.L.C.
|
|
Delaware
|
VoiceStream PCS I Iowa Corporation
|
|
Delaware
|
VoiceStream Pittsburgh General Partner, Inc.
|
|
Delaware
|
VoiceStream Pittsburgh, L.P.
|
|
Delaware
|
1.
|
I have reviewed this annual report on
Form 10-K
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.
|
/s/ John J. Legere
|
John J. Legere
President and Chief Executive Officer
|
1.
|
I have reviewed this annual report on
Form 10-K
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.
|
/s/ J. Braxton Carter
|
J. Braxton Carter
Executive Vice President and Chief Financial Officer
|
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.
|
/s/ John J. Legere
|
John J. Legere
President and Chief Executive Officer
|
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.
|
/s/ J. Braxton Carter
|
J. Braxton Carter
Executive Vice President and Chief Financial Officer
|