x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
DELAWARE
|
|
20-0836269
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
12920 SE 38th Street, Bellevue, Washington
|
|
98006-1350
|
(Address of principal executive offices)
|
|
(Zip Code)
|
|
|
|
(425) 378-4000
|
||
(Registrant’s telephone number, including area code)
|
Class
|
|
Shares Outstanding as of April 24, 2015
|
|
Common Stock, $0.00001 par value per share
|
|
810,415,343
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
(in millions, except share and per share amounts)
|
March 31,
2015 |
|
December 31,
2014 |
||||
Assets
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
3,032
|
|
|
$
|
5,315
|
|
Accounts receivable, net of allowances of $88 and $83
|
1,933
|
|
|
1,865
|
|
||
Equipment installment plan receivables, net
|
3,259
|
|
|
3,062
|
|
||
Accounts receivable from affiliates
|
85
|
|
|
76
|
|
||
Inventories
|
1,230
|
|
|
1,085
|
|
||
Deferred tax assets, net
|
1,033
|
|
|
988
|
|
||
Other current assets
|
1,063
|
|
|
1,593
|
|
||
Total current assets
|
11,635
|
|
|
13,984
|
|
||
Property and equipment, net
|
16,483
|
|
|
16,245
|
|
||
Goodwill
|
1,683
|
|
|
1,683
|
|
||
Spectrum licenses
|
24,062
|
|
|
21,955
|
|
||
Other intangible assets, net
|
805
|
|
|
870
|
|
||
Equipment installment plan receivables due after one year, net
|
1,583
|
|
|
1,628
|
|
||
Other assets
|
307
|
|
|
288
|
|
||
Total assets
|
$
|
56,558
|
|
|
$
|
56,653
|
|
Liabilities and Stockholders' Equity
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable and accrued liabilities
|
$
|
6,793
|
|
|
$
|
7,364
|
|
Current payables to affiliates
|
216
|
|
|
231
|
|
||
Short-term debt
|
467
|
|
|
87
|
|
||
Deferred revenue
|
584
|
|
|
459
|
|
||
Other current liabilities
|
589
|
|
|
635
|
|
||
Total current liabilities
|
8,649
|
|
|
8,776
|
|
||
Long-term debt
|
16,261
|
|
|
16,273
|
|
||
Long-term debt to affiliates
|
5,600
|
|
|
5,600
|
|
||
Long-term financial obligation
|
2,523
|
|
|
2,521
|
|
||
Deferred tax liabilities
|
4,855
|
|
|
4,873
|
|
||
Deferred rents
|
2,366
|
|
|
2,331
|
|
||
Other long-term liabilities
|
654
|
|
|
616
|
|
||
Total long-term liabilities
|
32,259
|
|
|
32,214
|
|
||
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 20,000,000 shares issued and outstanding; $1,000 and $1,000 aggregate liquidation value
|
—
|
|
|
—
|
|
||
Common Stock, par value $0.00001 per share, 1,000,000,000 shares authorized; 811,666,776 and 808,851,108 shares issued, 810,284,271 and 807,468,603 shares outstanding
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
38,553
|
|
|
38,503
|
|
||
Treasury stock, at cost, 1,382,505 and 1,382,505 shares issued
|
—
|
|
|
—
|
|
||
Accumulated other comprehensive income
|
1
|
|
|
1
|
|
||
Accumulated deficit
|
(22,904
|
)
|
|
(22,841
|
)
|
||
Total stockholders' equity
|
15,650
|
|
|
15,663
|
|
||
Total liabilities and stockholders' equity
|
$
|
56,558
|
|
|
$
|
56,653
|
|
|
Three Months Ended March 31,
|
||||||
(in millions, except shares and per share amounts)
|
2015
|
|
2014
|
||||
Revenues
|
|
|
|
||||
Branded postpaid revenues
|
$
|
3,774
|
|
|
$
|
3,447
|
|
Branded prepaid revenues
|
1,842
|
|
|
1,648
|
|
||
Wholesale revenues
|
158
|
|
|
174
|
|
||
Roaming and other service revenues
|
45
|
|
|
68
|
|
||
Total service revenues
|
5,819
|
|
|
5,337
|
|
||
Equipment sales
|
1,851
|
|
|
1,448
|
|
||
Other revenues
|
108
|
|
|
90
|
|
||
Total revenues
|
7,778
|
|
|
6,875
|
|
||
Operating expenses
|
|
|
|
||||
Cost of services, exclusive of depreciation and amortization shown separately below
|
1,395
|
|
|
1,464
|
|
||
Cost of equipment sales
|
2,679
|
|
|
2,286
|
|
||
Selling, general and administrative
|
2,372
|
|
|
2,096
|
|
||
Depreciation and amortization
|
1,087
|
|
|
1,055
|
|
||
Cost of MetroPCS business combination
|
128
|
|
|
12
|
|
||
Gains on disposal of spectrum licenses
|
—
|
|
|
(10
|
)
|
||
Total operating expenses
|
7,661
|
|
|
6,903
|
|
||
Operating income (loss)
|
117
|
|
|
(28
|
)
|
||
Other income (expense)
|
|
|
|
||||
Interest expense to affiliates
|
(64
|
)
|
|
(18
|
)
|
||
Interest expense
|
(261
|
)
|
|
(276
|
)
|
||
Interest income
|
112
|
|
|
75
|
|
||
Other expense, net
|
(8
|
)
|
|
(6
|
)
|
||
Total other expense, net
|
(221
|
)
|
|
(225
|
)
|
||
Loss before income taxes
|
(104
|
)
|
|
(253
|
)
|
||
Income tax benefit
|
(41
|
)
|
|
(102
|
)
|
||
Net loss
|
(63
|
)
|
|
(151
|
)
|
||
Dividends on preferred stock
|
(14
|
)
|
|
—
|
|
||
Net loss attributable to common stockholders
|
$
|
(77
|
)
|
|
$
|
(151
|
)
|
Other comprehensive loss, net of tax
|
|
|
|
||||
Unrealized loss on available-for-sale securities, net of tax effect of $0 and ($1)
|
—
|
|
|
(3
|
)
|
||
Other comprehensive loss, net of tax
|
—
|
|
|
(3
|
)
|
||
Total comprehensive loss
|
$
|
(63
|
)
|
|
$
|
(154
|
)
|
Loss per share
|
|
|
|
||||
Basic
|
$
|
(0.09
|
)
|
|
$
|
(0.19
|
)
|
Diluted
|
$
|
(0.09
|
)
|
|
$
|
(0.19
|
)
|
Weighted average shares outstanding
|
|
|
|
||||
Basic
|
808,605,526
|
|
|
802,520,723
|
|
||
Diluted
|
808,605,526
|
|
|
802,520,723
|
|
|
Three Months Ended March 31,
|
||||||
(in millions)
|
2015
|
|
2014
|
||||
Operating activities
|
|
|
|
||||
Net cash provided by operating activities
|
$
|
489
|
|
|
$
|
759
|
|
|
|
|
|
||||
Investing activities
|
|
|
|
||||
Purchases of property and equipment
|
(982
|
)
|
|
(947
|
)
|
||
Purchases of spectrum licenses and other intangible assets
|
(1,696
|
)
|
|
—
|
|
||
Other, net
|
(14
|
)
|
|
(18
|
)
|
||
Net cash used in investing activities
|
(2,692
|
)
|
|
(965
|
)
|
||
|
|
|
|
||||
Financing activities
|
|
|
|
||||
Repayments of short-term debt for purchases of inventory, property and equipment, net
|
(63
|
)
|
|
(226
|
)
|
||
Other, net
|
(17
|
)
|
|
12
|
|
||
Net cash used in financing activities
|
(80
|
)
|
|
(214
|
)
|
||
|
|
|
|
||||
Change in cash and cash equivalents
|
(2,283
|
)
|
|
(420
|
)
|
||
|
|
|
|
||||
Cash and cash equivalents
|
|
|
|
||||
Beginning of period
|
5,315
|
|
|
5,891
|
|
||
End of period
|
$
|
3,032
|
|
|
$
|
5,471
|
|
(in millions)
|
March 31,
2015 |
|
December 31,
2014 |
||||
EIP receivables, gross
|
$
|
5,275
|
|
|
$
|
5,138
|
|
Unamortized imputed discount
|
(327
|
)
|
|
(332
|
)
|
||
EIP receivables, net of unamortized imputed discount
|
4,948
|
|
|
4,806
|
|
||
Allowance for credit losses
|
(106
|
)
|
|
(116
|
)
|
||
EIP receivables, net
|
$
|
4,842
|
|
|
$
|
4,690
|
|
|
|
|
|
||||
Classified on the balance sheet as:
|
|
|
|
||||
Equipment installment plan receivables, net
|
$
|
3,259
|
|
|
$
|
3,062
|
|
Equipment installment plan receivables due after one year, net
|
1,583
|
|
|
1,628
|
|
||
EIP receivables, net
|
$
|
4,842
|
|
|
$
|
4,690
|
|
|
March 31, 2015
|
|
December 31, 2014
|
||||||||||||||||||||
(in millions)
|
Prime
|
|
Subprime
|
|
Total
|
|
Prime
|
|
Subprime
|
|
Total
|
||||||||||||
Unbilled
|
$
|
2,623
|
|
|
$
|
2,359
|
|
|
$
|
4,982
|
|
|
$
|
2,639
|
|
|
$
|
2,213
|
|
|
$
|
4,852
|
|
Billed – Current
|
107
|
|
|
100
|
|
|
207
|
|
|
104
|
|
|
95
|
|
|
199
|
|
||||||
Billed – Past Due
|
35
|
|
|
51
|
|
|
86
|
|
|
35
|
|
|
52
|
|
|
87
|
|
||||||
EIP receivables, gross
|
$
|
2,765
|
|
|
$
|
2,510
|
|
|
$
|
5,275
|
|
|
$
|
2,778
|
|
|
$
|
2,360
|
|
|
$
|
5,138
|
|
(in millions)
|
March 31,
2015 |
||
Imputed discount and allowance for credit losses, beginning of period
|
$
|
448
|
|
Bad debt expense
|
77
|
|
|
Write-offs, net of recoveries
|
(87
|
)
|
|
Change in imputed discount on short-term and long-term EIP receivables
|
(5
|
)
|
|
Imputed discount and allowance for credit losses, end of period
|
$
|
433
|
|
(in millions)
|
March 31,
2015 |
|
December 31,
2014 |
||||
Derecognized net receivables
|
$
|
677
|
|
|
$
|
768
|
|
Net cash proceeds since inception
|
492
|
|
|
610
|
|
||
Other current assets
|
204
|
|
|
204
|
|
||
Accounts payable and accrued liabilities
|
—
|
|
|
13
|
|
||
Other current liabilities
|
65
|
|
|
55
|
|
|
March 31, 2015
|
|
December 31, 2014
|
||||||||||||
(in millions)
|
Carrying Amount
|
|
Fair Value
|
|
Carrying Amount
|
|
Fair Value
|
||||||||
Long-term debt to third parties principal, excluding capital leases
|
$
|
15,600
|
|
|
$
|
16,329
|
|
|
$
|
15,600
|
|
|
$
|
16,034
|
|
Long-term debt to affiliates
|
5,600
|
|
|
5,963
|
|
|
5,600
|
|
|
5,780
|
|
|
Three Months Ended March 31,
|
||||||
(in millions, except shares and per share amounts)
|
2015
|
|
2014
|
||||
Net loss
|
$
|
(63
|
)
|
|
$
|
(151
|
)
|
Preferred stock dividends
|
(14
|
)
|
|
—
|
|
||
Net loss attributable to common stockholders
|
$
|
(77
|
)
|
|
$
|
(151
|
)
|
|
|
|
|
||||
Weighted average shares outstanding - basic
|
808,605,526
|
|
|
802,520,723
|
|
||
Dilutive effect of outstanding stock options and unvested stock awards
|
—
|
|
|
—
|
|
||
Weighted average shares outstanding - diluted
|
808,605,526
|
|
|
802,520,723
|
|
||
|
|
|
|
||||
Loss per share - basic
|
$
|
(0.09
|
)
|
|
$
|
(0.19
|
)
|
Loss per share - diluted
|
$
|
(0.09
|
)
|
|
$
|
(0.19
|
)
|
(in millions)
|
March 31,
2015 |
||
Balances, beginning of period
|
$
|
239
|
|
Network decommissioning costs, excluding effects of deferred items
|
136
|
|
|
Cash payments
|
(33
|
)
|
|
Balances, end of period
|
$
|
342
|
|
|
|
||
Classified on the balance sheet as:
|
|
||
Accounts payable and accrued liabilities
|
$
|
105
|
|
Other long-term liabilities
|
237
|
|
|
Network decommissioning liabilities
|
$
|
342
|
|
|
Three Months Ended March 31,
|
||||||
(in millions)
|
2015
|
|
2014
|
||||
Interest and income tax payments:
|
|
|
|
||||
Interest payments, net of amounts capitalized
|
$
|
327
|
|
|
$
|
286
|
|
Income tax payments
|
2
|
|
|
—
|
|
||
Noncash investing and financing activities:
|
|
|
|
||||
Decrease in accounts payable and accrued liabilities for purchases of property and equipment
|
(178
|
)
|
|
(13
|
)
|
||
Issuance of short-term debt for financing of property and equipment purchases
|
443
|
|
|
45
|
|
||
Assets acquired under capital lease obligations
|
3
|
|
|
3
|
|
(in millions)
|
Parent
|
|
Issuer
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Consolidating and Eliminating Adjustments
|
|
Consolidated
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
393
|
|
|
$
|
1,152
|
|
|
$
|
1,352
|
|
|
$
|
135
|
|
|
$
|
—
|
|
|
$
|
3,032
|
|
Accounts receivable, net
|
—
|
|
|
—
|
|
|
1,885
|
|
|
48
|
|
|
—
|
|
|
1,933
|
|
||||||
Equipment installment plan receivables, net
|
—
|
|
|
—
|
|
|
3,259
|
|
|
—
|
|
|
—
|
|
|
3,259
|
|
||||||
Accounts receivable from affiliates
|
—
|
|
|
—
|
|
|
85
|
|
|
—
|
|
|
—
|
|
|
85
|
|
||||||
Inventories
|
—
|
|
|
—
|
|
|
1,230
|
|
|
—
|
|
|
—
|
|
|
1,230
|
|
||||||
Deferred tax assets, net
|
—
|
|
|
—
|
|
|
1,033
|
|
|
—
|
|
|
—
|
|
|
1,033
|
|
||||||
Other current assets
|
—
|
|
|
—
|
|
|
834
|
|
|
229
|
|
|
—
|
|
|
1,063
|
|
||||||
Total current assets
|
393
|
|
|
1,152
|
|
|
9,678
|
|
|
412
|
|
|
—
|
|
|
11,635
|
|
||||||
Property and equipment, net (1)
|
—
|
|
|
—
|
|
|
15,967
|
|
|
516
|
|
|
—
|
|
|
16,483
|
|
||||||
Goodwill
|
—
|
|
|
—
|
|
|
1,683
|
|
|
—
|
|
|
—
|
|
|
1,683
|
|
||||||
Spectrum licenses
|
—
|
|
|
—
|
|
|
24,062
|
|
|
—
|
|
|
—
|
|
|
24,062
|
|
||||||
Other intangible assets, net
|
—
|
|
|
—
|
|
|
805
|
|
|
—
|
|
|
—
|
|
|
805
|
|
||||||
Investments in subsidiaries, net
|
15,325
|
|
|
30,565
|
|
|
—
|
|
|
—
|
|
|
(45,890
|
)
|
|
—
|
|
||||||
Intercompany receivables
|
—
|
|
|
5,891
|
|
|
—
|
|
|
—
|
|
|
(5,891
|
)
|
|
—
|
|
||||||
Equipment installment plan receivables due after one year, net
|
—
|
|
|
—
|
|
|
1,583
|
|
|
—
|
|
|
—
|
|
|
1,583
|
|
||||||
Other assets
|
2
|
|
|
20
|
|
|
275
|
|
|
137
|
|
|
(127
|
)
|
|
307
|
|
||||||
Total assets
|
$
|
15,720
|
|
|
$
|
37,628
|
|
|
$
|
54,053
|
|
|
$
|
1,065
|
|
|
$
|
(51,908
|
)
|
|
$
|
56,558
|
|
Liabilities and Stockholders' Equity
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts payable and accrued liabilities
|
$
|
—
|
|
|
$
|
246
|
|
|
$
|
6,453
|
|
|
$
|
94
|
|
|
$
|
—
|
|
|
$
|
6,793
|
|
Current payables to affiliates
|
—
|
|
|
136
|
|
|
80
|
|
|
—
|
|
|
—
|
|
|
216
|
|
||||||
Short-term debt
|
—
|
|
|
443
|
|
|
24
|
|
|
—
|
|
|
—
|
|
|
467
|
|
||||||
Deferred revenue
|
—
|
|
|
—
|
|
|
584
|
|
|
—
|
|
|
—
|
|
|
584
|
|
||||||
Other current liabilities
|
—
|
|
|
—
|
|
|
524
|
|
|
65
|
|
|
—
|
|
|
589
|
|
||||||
Total current liabilities
|
—
|
|
|
825
|
|
|
7,665
|
|
|
159
|
|
|
—
|
|
|
8,649
|
|
||||||
Long-term debt
|
—
|
|
|
15,878
|
|
|
383
|
|
|
—
|
|
|
—
|
|
|
16,261
|
|
||||||
Long-term debt to affiliates
|
—
|
|
|
5,600
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,600
|
|
||||||
Long-term financial obligation (1)
|
—
|
|
|
—
|
|
|
271
|
|
|
2,252
|
|
|
—
|
|
|
2,523
|
|
||||||
Deferred tax liabilities
|
—
|
|
|
—
|
|
|
4,982
|
|
|
—
|
|
|
(127
|
)
|
|
4,855
|
|
||||||
Deferred rents
|
—
|
|
|
—
|
|
|
2,366
|
|
|
—
|
|
|
—
|
|
|
2,366
|
|
||||||
Negative carrying value of subsidiaries, net
|
—
|
|
|
—
|
|
|
789
|
|
|
—
|
|
|
(789
|
)
|
|
—
|
|
||||||
Intercompany payables
|
70
|
|
|
—
|
|
|
5,713
|
|
|
108
|
|
|
(5,891
|
)
|
|
—
|
|
||||||
Other long-term liabilities
|
—
|
|
|
—
|
|
|
654
|
|
|
—
|
|
|
—
|
|
|
654
|
|
||||||
Total long-term liabilities
|
70
|
|
|
21,478
|
|
|
15,158
|
|
|
2,360
|
|
|
(6,807
|
)
|
|
32,259
|
|
||||||
Total stockholders' equity
|
15,650
|
|
|
15,325
|
|
|
31,230
|
|
|
(1,454
|
)
|
|
(45,101
|
)
|
|
15,650
|
|
||||||
Total liabilities and stockholders' equity
|
$
|
15,720
|
|
|
$
|
37,628
|
|
|
$
|
54,053
|
|
|
$
|
1,065
|
|
|
$
|
(51,908
|
)
|
|
$
|
56,558
|
|
(1)
|
Assets and liabilities for Non-Guarantor Subsidiaries are primarily included in VIEs related to the Tower Transaction. See Note 9 – Tower Transaction and Related Long-Term Financial Obligation included in the Annual Report on Form 10-K for the year ended
December 31, 2014
.
|
(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 (1)
|
—
|
|
|
—
|
|
|
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 (1)
|
—
|
|
|
—
|
|
|
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
|
|
(1)
|
Assets and liabilities for Non-Guarantor Subsidiaries are primarily included in VIEs related to the Tower Transaction. See Note 9 – Tower Transaction and Related Long-Term Financial Obligation included in the Annual Report on Form 10-K for the year ended
December 31, 2014
.
|
(in millions)
|
Parent
|
|
Issuer
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Consolidating and Eliminating Adjustments
|
|
Consolidated
|
||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,562
|
|
|
$
|
389
|
|
|
$
|
(132
|
)
|
|
$
|
5,819
|
|
Equipment sales
|
—
|
|
|
—
|
|
|
1,927
|
|
|
—
|
|
|
(76
|
)
|
|
1,851
|
|
||||||
Other revenues
|
—
|
|
|
—
|
|
|
69
|
|
|
42
|
|
|
(3
|
)
|
|
108
|
|
||||||
Total revenues
|
—
|
|
|
—
|
|
|
7,558
|
|
|
431
|
|
|
(211
|
)
|
|
7,778
|
|
||||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of services, exclusive of depreciation and amortization shown separately below
|
—
|
|
|
—
|
|
|
1,389
|
|
|
6
|
|
|
—
|
|
|
1,395
|
|
||||||
Cost of equipment sales
|
—
|
|
|
—
|
|
|
2,605
|
|
|
150
|
|
|
(76
|
)
|
|
2,679
|
|
||||||
Selling, general and administrative
|
—
|
|
|
—
|
|
|
2,340
|
|
|
167
|
|
|
(135
|
)
|
|
2,372
|
|
||||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
1,065
|
|
|
22
|
|
|
—
|
|
|
1,087
|
|
||||||
Cost of MetroPCS business combination
|
—
|
|
|
—
|
|
|
128
|
|
|
—
|
|
|
—
|
|
|
128
|
|
||||||
Total operating expenses
|
—
|
|
|
—
|
|
|
7,527
|
|
|
345
|
|
|
(211
|
)
|
|
7,661
|
|
||||||
Operating income
|
—
|
|
|
—
|
|
|
31
|
|
|
86
|
|
|
—
|
|
|
117
|
|
||||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense to affiliates
|
—
|
|
|
(64
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(64
|
)
|
||||||
Interest expense
|
—
|
|
|
(200
|
)
|
|
(14
|
)
|
|
(47
|
)
|
|
—
|
|
|
(261
|
)
|
||||||
Interest income
|
—
|
|
|
—
|
|
|
112
|
|
|
—
|
|
|
—
|
|
|
112
|
|
||||||
Other income (expense), net
|
—
|
|
|
32
|
|
|
—
|
|
|
—
|
|
|
(40
|
)
|
|
(8
|
)
|
||||||
Total other income (expense), net
|
—
|
|
|
(232
|
)
|
|
98
|
|
|
(47
|
)
|
|
(40
|
)
|
|
(221
|
)
|
||||||
Income (loss) before income taxes
|
—
|
|
|
(232
|
)
|
|
129
|
|
|
39
|
|
|
(40
|
)
|
|
(104
|
)
|
||||||
Income tax expense (benefit)
|
—
|
|
|
—
|
|
|
(48
|
)
|
|
7
|
|
|
—
|
|
|
(41
|
)
|
||||||
Earnings (loss) of subsidiaries
|
(63
|
)
|
|
169
|
|
|
(12
|
)
|
|
—
|
|
|
(94
|
)
|
|
—
|
|
||||||
Net income (loss)
|
(63
|
)
|
|
(63
|
)
|
|
165
|
|
|
32
|
|
|
(134
|
)
|
|
(63
|
)
|
||||||
Dividends on preferred stock
|
(14
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
||||||
Net income (loss) attributable to common stockholders
|
(77
|
)
|
|
(63
|
)
|
|
165
|
|
|
32
|
|
|
(134
|
)
|
|
(77
|
)
|
||||||
Other comprehensive (loss), net of tax
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive income (loss), net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total comprehensive income (loss)
|
$
|
(63
|
)
|
|
$
|
(63
|
)
|
|
$
|
165
|
|
|
$
|
32
|
|
|
$
|
(134
|
)
|
|
$
|
(63
|
)
|
(in millions)
|
Parent
|
|
Issuer
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Consolidating and Eliminating Adjustments
|
|
Consolidated
|
||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,150
|
|
|
$
|
265
|
|
|
$
|
(78
|
)
|
|
$
|
5,337
|
|
Equipment sales
|
—
|
|
|
—
|
|
|
1,597
|
|
|
—
|
|
|
(149
|
)
|
|
1,448
|
|
||||||
Other revenues
|
—
|
|
|
—
|
|
|
58
|
|
|
34
|
|
|
(2
|
)
|
|
90
|
|
||||||
Total revenues
|
—
|
|
|
—
|
|
|
6,805
|
|
|
299
|
|
|
(229
|
)
|
|
6,875
|
|
||||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of services, exclusive of depreciation and amortization shown separately below
|
—
|
|
|
—
|
|
|
1,460
|
|
|
4
|
|
|
—
|
|
|
1,464
|
|
||||||
Cost of equipment sales
|
—
|
|
|
—
|
|
|
2,313
|
|
|
138
|
|
|
(165
|
)
|
|
2,286
|
|
||||||
Selling, general and administrative
|
—
|
|
|
—
|
|
|
2,060
|
|
|
100
|
|
|
(64
|
)
|
|
2,096
|
|
||||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
1,035
|
|
|
20
|
|
|
—
|
|
|
1,055
|
|
||||||
Cost of MetroPCS business combination
|
—
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
12
|
|
||||||
Gain on disposal of spectrum licenses
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
||||||
Total operating expenses
|
—
|
|
|
—
|
|
|
6,870
|
|
|
262
|
|
|
(229
|
)
|
|
6,903
|
|
||||||
Operating income (loss)
|
—
|
|
|
—
|
|
|
(65
|
)
|
|
37
|
|
|
—
|
|
|
(28
|
)
|
||||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense to affiliates
|
—
|
|
|
(18
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18
|
)
|
||||||
Interest expense
|
—
|
|
|
(214
|
)
|
|
(18
|
)
|
|
(44
|
)
|
|
—
|
|
|
(276
|
)
|
||||||
Interest income
|
—
|
|
|
—
|
|
|
75
|
|
|
—
|
|
|
—
|
|
|
75
|
|
||||||
Other income (expense), net
|
—
|
|
|
(8
|
)
|
|
2
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
||||||
Total other income (expense), net
|
—
|
|
|
(240
|
)
|
|
59
|
|
|
(44
|
)
|
|
—
|
|
|
(225
|
)
|
||||||
Loss before income taxes
|
—
|
|
|
(240
|
)
|
|
(6
|
)
|
|
(7
|
)
|
|
—
|
|
|
(253
|
)
|
||||||
Income tax benefit
|
—
|
|
|
—
|
|
|
(100
|
)
|
|
(2
|
)
|
|
—
|
|
|
(102
|
)
|
||||||
Earnings (loss) of subsidiaries
|
(151
|
)
|
|
89
|
|
|
(15
|
)
|
|
—
|
|
|
77
|
|
|
—
|
|
||||||
Net income (loss)
|
(151
|
)
|
|
(151
|
)
|
|
79
|
|
|
(5
|
)
|
|
77
|
|
|
(151
|
)
|
||||||
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive loss, net of tax
|
(3
|
)
|
|
(3
|
)
|
|
(3
|
)
|
|
—
|
|
|
6
|
|
|
(3
|
)
|
||||||
Total comprehensive income (loss)
|
$
|
(154
|
)
|
|
$
|
(154
|
)
|
|
$
|
76
|
|
|
$
|
(5
|
)
|
|
$
|
83
|
|
|
$
|
(154
|
)
|
(in millions)
|
Parent
|
|
Issuer
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Consolidating and Eliminating Adjustments
|
|
Consolidated
|
||||||||||||
Operating activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net cash provided by (used in) operating activities
|
$
|
20
|
|
|
$
|
(2,999
|
)
|
|
$
|
3,427
|
|
|
$
|
81
|
|
|
$
|
(40
|
)
|
|
$
|
489
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchases of property and equipment
|
—
|
|
|
—
|
|
|
(982
|
)
|
|
—
|
|
|
—
|
|
|
(982
|
)
|
||||||
Purchases of spectrum licenses and other intangible assets
|
—
|
|
|
—
|
|
|
(1,696
|
)
|
|
—
|
|
|
—
|
|
|
(1,696
|
)
|
||||||
Investment in subsidiaries
|
(1,905
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,905
|
|
|
—
|
|
||||||
Other, net
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
||||||
Net cash used in investing activities
|
(1,905
|
)
|
|
—
|
|
|
(2,692
|
)
|
|
—
|
|
|
1,905
|
|
|
(2,692
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from capital contribution
|
—
|
|
|
1,905
|
|
|
—
|
|
|
—
|
|
|
(1,905
|
)
|
|
—
|
|
||||||
Repayments of short-term debt for purchases of inventory, property and equipment, net
|
—
|
|
|
—
|
|
|
(63
|
)
|
|
—
|
|
|
—
|
|
|
(63
|
)
|
||||||
Intercompany dividend paid
|
—
|
|
|
—
|
|
|
—
|
|
|
(40
|
)
|
|
40
|
|
|
—
|
|
||||||
Other, net
|
—
|
|
|
—
|
|
|
(17
|
)
|
|
—
|
|
|
—
|
|
|
(17
|
)
|
||||||
Net cash provided by (used in) financing activities
|
—
|
|
|
1,905
|
|
|
(80
|
)
|
|
(40
|
)
|
|
(1,865
|
)
|
|
(80
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Change in cash and cash equivalents
|
(1,885
|
)
|
|
(1,094
|
)
|
|
655
|
|
|
41
|
|
|
—
|
|
|
(2,283
|
)
|
||||||
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Beginning of period
|
2,278
|
|
|
2,246
|
|
|
697
|
|
|
94
|
|
|
—
|
|
|
5,315
|
|
||||||
End of period
|
$
|
393
|
|
|
$
|
1,152
|
|
|
$
|
1,352
|
|
|
$
|
135
|
|
|
$
|
—
|
|
|
$
|
3,032
|
|
(in millions)
|
Parent
|
|
Issuer
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Consolidating and Eliminating Adjustments
|
|
Consolidated
|
||||||||||||
Operating activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net cash provided by (used in) operating activities
|
$
|
5
|
|
|
$
|
(466
|
)
|
|
$
|
1,199
|
|
|
$
|
21
|
|
|
$
|
—
|
|
|
$
|
759
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchases of property and equipment
|
—
|
|
|
—
|
|
|
(947
|
)
|
|
—
|
|
|
—
|
|
|
(947
|
)
|
||||||
Other, net
|
—
|
|
|
—
|
|
|
(18
|
)
|
|
—
|
|
|
—
|
|
|
(18
|
)
|
||||||
Net cash used in investing activities
|
—
|
|
|
—
|
|
|
(965
|
)
|
|
—
|
|
|
—
|
|
|
(965
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Repayments of short-term debt for purchases of property and equipment
|
—
|
|
|
—
|
|
|
(226
|
)
|
|
—
|
|
|
—
|
|
|
(226
|
)
|
||||||
Other, net
|
14
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
12
|
|
||||||
Net cash provided by (used in) financing activities
|
14
|
|
|
—
|
|
|
(228
|
)
|
|
—
|
|
|
—
|
|
|
(214
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Change in cash and cash equivalents
|
19
|
|
|
(466
|
)
|
|
6
|
|
|
21
|
|
|
—
|
|
|
(420
|
)
|
||||||
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Beginning of period
|
2,960
|
|
|
2,698
|
|
|
57
|
|
|
176
|
|
|
—
|
|
|
5,891
|
|
||||||
End of period
|
$
|
2,979
|
|
|
$
|
2,232
|
|
|
$
|
63
|
|
|
$
|
197
|
|
|
$
|
—
|
|
|
$
|
5,471
|
|
•
|
adverse conditions in the 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, information technology and data 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.
|
•
|
Data Stash
TM
– 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. Beginning in 2015, we will provide a one-time Free Data Stash to start with of 10 GB of LTE data, which will expire at the end of 2015, to postpaid Simple Choice or prepaid customers who have purchased additional qualified LTE data plans. Once the 10 GB of LTE data is used, Data Stash will be automatically available at no extra charge.
|
•
|
Un-carrier for Business
TM
- In March 2015, we introduced phase 9.0, a set of simple, transparent, and affordable rate plans that provide all business customers with unlimited talk and text, and up to 1GB of LTE data. Additional data can either be purchased on a per line or pooled basis. We are also partnering with GoDaddy and Microsoft to provide a valuable array of mobile business tools free of charge, as well as extending a benefit to families by counting a company-paid line as the first line on a Simple Choice™
family account.
|
•
|
Un-contract
TM
and Carrier Freedom
TM
- In March 2015, in addition to phase 9.0 - Un-carrier for Business, we unveiled two major initiatives for consumers. The Un-contract initiative is a guarantee to all branded postpaid Simple Choice customers that their rates will never increase as long as they remain a customer, even for those on promotional plans. Unlimited LTE rate plans are guaranteed for a minimum of two years. With the Carrier Freedom initiative, we will pay off outstanding device payments of up to $650 when customers switch to T-Mobile.
|
|
Three Months Ended March 31,
|
|
Percentage
Change |
|||||||
(in millions)
|
2015
|
|
2014
|
|
||||||
Revenues
|
|
|
|
|
|
|||||
Branded postpaid revenues
|
$
|
3,774
|
|
|
$
|
3,447
|
|
|
9
|
%
|
Branded prepaid revenues
|
1,842
|
|
|
1,648
|
|
|
12
|
%
|
||
Wholesale revenues
|
158
|
|
|
174
|
|
|
(9
|
)%
|
||
Roaming and other service revenues
|
45
|
|
|
68
|
|
|
(34
|
)%
|
||
Total service revenues
|
5,819
|
|
|
5,337
|
|
|
9
|
%
|
||
Equipment sales
|
1,851
|
|
|
1,448
|
|
|
28
|
%
|
||
Other revenues
|
108
|
|
|
90
|
|
|
20
|
%
|
||
Total revenues
|
7,778
|
|
|
6,875
|
|
|
13
|
%
|
||
Operating expenses
|
|
|
|
|
|
|||||
Cost of services, exclusive of depreciation and amortization shown separately below
|
1,395
|
|
|
1,464
|
|
|
(5
|
)%
|
||
Cost of equipment sales
|
2,679
|
|
|
2,286
|
|
|
17
|
%
|
||
Selling, general and administrative
|
2,372
|
|
|
2,096
|
|
|
13
|
%
|
||
Depreciation and amortization
|
1,087
|
|
|
1,055
|
|
|
3
|
%
|
||
Cost of MetroPCS business combination
|
128
|
|
|
12
|
|
|
NM
|
|
||
Gains on disposal of spectrum licenses
|
—
|
|
|
(10
|
)
|
|
NM
|
|
||
Total operating expenses
|
7,661
|
|
|
6,903
|
|
|
11
|
%
|
||
Operating income (loss)
|
117
|
|
|
(28
|
)
|
|
NM
|
|
||
Other income (expense)
|
|
|
|
|
|
|||||
Interest expense to affiliates
|
(64
|
)
|
|
(18
|
)
|
|
NM
|
|
||
Interest expense
|
(261
|
)
|
|
(276
|
)
|
|
(5
|
)%
|
||
Interest income
|
112
|
|
|
75
|
|
|
49
|
%
|
||
Other expense, net
|
(8
|
)
|
|
(6
|
)
|
|
33
|
%
|
||
Total other expense, net
|
(221
|
)
|
|
(225
|
)
|
|
(2
|
)%
|
||
Loss before income taxes
|
(104
|
)
|
|
(253
|
)
|
|
(59
|
)%
|
||
Income tax benefit
|
(41
|
)
|
|
(102
|
)
|
|
(60
|
)%
|
||
Net loss
|
$
|
(63
|
)
|
|
$
|
(151
|
)
|
|
(58
|
)%
|
(in thousands)
|
March 31,
2015 |
|
December 31,
2014 |
|
March 31,
2014 |
|||
Customers, end of period
|
|
|
|
|
|
|||
Branded postpaid phone customers
|
26,835
|
|
|
25,844
|
|
|
23,054
|
|
Branded postpaid mobile broadband customers
|
1,475
|
|
|
1,341
|
|
|
568
|
|
Total branded postpaid customers
|
28,310
|
|
|
27,185
|
|
|
23,622
|
|
Branded prepaid customers
|
16,389
|
|
|
16,316
|
|
|
15,537
|
|
Total branded customers
|
44,699
|
|
|
43,501
|
|
|
39,159
|
|
M2M customers
|
4,562
|
|
|
4,421
|
|
|
3,822
|
|
MVNO customers
|
7,575
|
|
|
7,096
|
|
|
6,094
|
|
Total wholesale customers
|
12,137
|
|
|
11,517
|
|
|
9,916
|
|
Total customers, end of period
|
56,836
|
|
|
55,018
|
|
|
49,075
|
|
|
Three Months Ended March 31,
|
||||
(in thousands)
|
2015
|
|
2014
|
||
Net customer additions
|
|
|
|
||
Branded postpaid phone customers
|
991
|
|
|
1,256
|
|
Branded postpaid mobile broadband customers
|
134
|
|
|
67
|
|
Total branded postpaid customers
|
1,125
|
|
|
1,323
|
|
Branded prepaid customers
|
73
|
|
|
465
|
|
Total branded customers
|
1,198
|
|
|
1,788
|
|
M2M customers
|
141
|
|
|
220
|
|
MVNO customers
|
479
|
|
|
383
|
|
Total wholesale customers
|
620
|
|
|
603
|
|
Total net customer additions
|
1,818
|
|
|
2,391
|
|
|
March 31,
2015 |
|
March 31,
2014 |
||
Branded postpaid customers per account
|
2.39
|
|
|
2.18
|
|
|
Three Months Ended March 31,
|
||||
2015
|
|
2014
|
|||
Branded postpaid phone churn
|
1.30
|
%
|
|
1.47
|
%
|
Branded prepaid churn
|
4.62
|
%
|
|
4.34
|
%
|
|
Three Months Ended March 31,
|
||||||
(in millions, except average number of accounts, ARPA and ABPA)
|
2015
|
|
2014
|
||||
Calculation of Branded Postpaid ARPA:
|
|
|
|
||||
Branded postpaid service revenues
|
$
|
3,774
|
|
|
$
|
3,447
|
|
Divided by: Average number of branded postpaid accounts (in thousands) and number of months in period
|
11,645
|
|
|
10,543
|
|
||
Branded postpaid ARPA
|
$
|
108.04
|
|
|
$
|
108.97
|
|
|
|
|
|
||||
Calculation of Branded Postpaid ABPA:
|
|
|
|
||||
Branded postpaid service revenues
|
$
|
3,774
|
|
|
$
|
3,447
|
|
Add: EIP billings
|
1,292
|
|
|
657
|
|
||
Total billings for branded postpaid customers
|
$
|
5,066
|
|
|
$
|
4,104
|
|
Divided by: Average number of branded postpaid accounts (in thousands) and number of months in period
|
11,645
|
|
|
10,543
|
|
||
Branded postpaid ABPA
|
$
|
145.03
|
|
|
$
|
129.74
|
|
|
Three Months Ended March 31,
|
||||||
(in millions, except average number of customers, ARPU and ABPU)
|
2015
|
|
2014
|
||||
Calculation of Branded Postpaid Phone ARPU:
|
|
|
|
||||
Branded postpaid service revenues
|
$
|
3,774
|
|
|
$
|
3,447
|
|
Less: Branded postpaid mobile broadband revenues
|
(109
|
)
|
|
(47
|
)
|
||
Branded postpaid phone service revenues
|
$
|
3,665
|
|
|
$
|
3,400
|
|
Divided by: Average number of branded postpaid phone customers (in thousands) and number of months in period
|
26,313
|
|
|
22,447
|
|
||
Branded postpaid phone ARPU
|
$
|
46.43
|
|
|
$
|
50.48
|
|
|
|
|
|
||||
Calculation of Branded Postpaid ABPU:
|
|
|
|
||||
Branded postpaid service revenues
|
$
|
3,774
|
|
|
$
|
3,447
|
|
Add: EIP billings
|
1,292
|
|
|
657
|
|
||
Total billings for branded postpaid customers
|
$
|
5,066
|
|
|
$
|
4,104
|
|
Divided by: Average number of branded postpaid customers (in thousands) and number of months in period
|
27,717
|
|
|
22,975
|
|
||
Branded postpaid ABPU
|
$
|
60.94
|
|
|
$
|
59.54
|
|
|
|
|
|
||||
Calculation of Branded Prepaid ARPU:
|
|
|
|
||||
Branded prepaid service revenues
|
$
|
1,842
|
|
|
$
|
1,648
|
|
Divided by: Average number of branded prepaid customers (in thousands) and number of months in period
|
16,238
|
|
|
15,221
|
|
||
Branded prepaid ARPU
|
$
|
37.81
|
|
|
$
|
36.09
|
|
|
Three Months Ended March 31,
|
||||||
(in millions)
|
2015
|
|
2014
|
||||
Net loss
|
$
|
(63
|
)
|
|
$
|
(151
|
)
|
Adjustments:
|
|
|
|
||||
Interest expense to affiliates
|
64
|
|
|
18
|
|
||
Interest expense
|
261
|
|
|
276
|
|
||
Interest income
|
(112
|
)
|
|
(75
|
)
|
||
Other expense, net
|
8
|
|
|
6
|
|
||
Income tax expense (benefit)
|
(41
|
)
|
|
(102
|
)
|
||
Operating income (loss)
|
117
|
|
|
(28
|
)
|
||
Depreciation and amortization
|
1,087
|
|
|
1,055
|
|
||
Cost of MetroPCS business combination
|
128
|
|
|
12
|
|
||
Stock based compensation
|
56
|
|
|
49
|
|
||
Adjusted EBITDA
|
$
|
1,388
|
|
|
$
|
1,088
|
|
Adjusted EBITDA margin
|
24
|
%
|
|
20
|
%
|
|
Three Months Ended March 31,
|
||||||
(in millions)
|
2015
|
|
2014
|
||||
Net cash provided by operating activities
|
$
|
489
|
|
|
$
|
759
|
|
Net cash used in investing activities
|
(2,692
|
)
|
|
(965
|
)
|
||
Net cash used in financing activities
|
(80
|
)
|
|
(214
|
)
|
|
|
|
|
Incorporated by Reference
|
|
|
||||
Exhibit No.
|
|
Exhibit Description
|
|
Form
|
|
Date of First Filing
|
|
Exhibit Number
|
|
Filed Herein
|
10.1*
|
|
T-Mobile US, Inc. 2014 Employee Stock Purchase Plan.
|
|
S-8
|
|
2/19/2015
|
|
99.1
|
|
|
10.2*
|
|
Amendment No. 2 to Employment Agreement between T-Mobile US, Inc. and John J. Legere, dated as of February 25, 2015.
|
|
8-K
|
|
2/26/2015
|
|
10.1
|
|
|
10.3*
|
|
T-Mobile US, Inc. Compensation Term Sheet for Michael Sievert Effective as of February 13, 2015.
|
|
|
|
|
|
|
|
X
|
10.4
|
|
Fifth Amendment to the Master Receivables Purchase Agreement, dated as of January 9, 2015, 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
|
10.5
|
|
Joinder and Second Amendment to the Receivables Sale and Conveyancing Agreement, dated as of January 9, 2015, among SunCom Wireless Operating Company, LLC, 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
|
10.6
|
|
Second Amendment to the Receivables Sale and Contribution Agreement, dated as of January 9, 2015, by and among T-Mobile PCS Holdings LLC, as seller, and T-Mobile Airtime Funding LLC, as purchaser.
|
|
|
|
|
|
|
|
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
|
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
|
|
|
T-MOBILE US, INC.
|
|
|
|
April 28, 2015
|
|
/s/ J. Braxton Carter
|
|
|
J. Braxton Carter
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
|
Position
|
You will serve effective February 13, 2015 as the COO of the Company reporting to the Chief Executive Officer (“CEO”). You will have such duties and authority commensurate with the position of COO of the Company and you will perform such other duties commensurate with such position as the CEO may from time-to-time assign. You will continue to devote your full professional time, attention and energies to the business of the Company. Your position will continue to be based in Bellevue, WA.
|
Compensation
|
Your compensation will be adjusted as of January 1, 2015 as follows:
|
•
|
Annual rate equal to $800,000 (increased from $550,000), payable in accordance with the Company’s standard payroll practices
|
•
|
Target amount equal to 100% of salary (increased from 85% of salary), e.g., $800,000 for 2015
|
•
|
STI awards will continue be based on the achievement of Company and individual performance goals as determined by the Compensation Committee of the Company’s Board of Directors
|
•
|
Target amount equal to 250% of salary and target STI (increased from 200%), e.g., $4,000,000 for 2015
|
•
|
LTI awards will continue to be made in such form and on such terms as the Compensation Committee of the Company’s Board of Directors may determine
|
Severance
|
If you are terminated by the Company other than for cause or are constructively discharged, you will be eligible to receive an amount equivalent to two times the annual base salary and target STI for which you are eligible, payable in a single cash payment (less required tax withholdings) no later than 75 days following such termination of employment and conditioned on the release requirement provided below. For purposes of this paragraph, the terms “cause” and “constructive discharge” shall be defined as set forth in Attachment A. In the event that the Company institutes any other severance program, the amounts available to you under that program will be offset by the amounts paid under this Term Sheet. If you are eligible for a payment following a change of control under the T-Mobile USA, Inc. Executive Continuity Bonus Plan, the payment described in this paragraph would be offset by such payment under the Executive Continuity Bonus Plan. As a condition to receiving any payment under this paragraph, you must execute and deliver to the Company a release of all claims against the Company in a form determined soley by the Company, and such release must become fully effective (including, without limitation, the lapse of any
|
1.
|
“Cause” shall be defined as
any one of the following: (i) Employee’s gross neglect or willful material breach of Employee’s principal employment responsibilities or duties, (ii) a final judicial adjudication that Employee is guilty of any felony (other than a law, rule or regulation relating to a traffic violation or other similar offense that has no material adverse affect on the Company), (iii) Employee’s breach of any non-competition or confidentiality covenant between Employee and the Company, (iv) fraudulent conduct in the course of Employee’s employment with the Company as determined by a court of competent jurisdiction, (v) the material breach by Employee of any other obligation which continues uncured for a period of thirty (30) days after notice thereof by the Company. For the purposes of clause (v) above, the term obligation refers to Company policies and directives and is not intended to refer to performance expectations such as goals set forth in bonus plans or performance evaluations.
|
2.
|
“Constructive Discharge” shall be defined as the occurrence of any of the following,
provided that Employee notifies the Company within not more than 90 days after initial occurrence and which the Company does not cure within 30 days of such notice: (i) a material reduction of the Employee’s duties, title, authority or responsibilities, relative to the Employee’s duties, title, authority or responsibilities
in effect immediately prior to such reduction; (ii) a reduction in the Employee’s total target direct compensation (which consists of base salary, long term incentive and short term incentive); (iii) a material reduction in the kind or level of qualified retirement and welfare employee benefits from the like kind benefits in effect immediately prior to such reduction with the result that the Employee’s overall benefits package is materially reduced without similar action occurring to other eligible comparably situated employees; (iv) a change in reporting relationship such that Employee would report to anyone below the CEO level; and (v) relocation of Employee’s place of work to a location more than 50 miles from Company’s current headquarters.
|
A.
|
The following definitions shall be added thereto in the appropriate alphabetical order:
|
B.
|
The definition therein of the term “Purchased Receivables” shall be amended by adding the following sentence at the end thereof:
|
Name
|
Jurisdiction of Organization
|
Address
|
T-Mobile West LLC
|
Delaware
|
12920 SE 38th Street Bellevue, Washington 98006
|
T-Mobile Central LLC
|
Delaware
|
12920 SE 38th Street Bellevue, Washington 98006
|
T-Mobile Northeast LLC
|
Delaware
|
12920 SE 38th Street Bellevue, Washington 98006
|
T-Mobile South LLC
|
Delaware
|
12920 SE 38th Street Bellevue, Washington 98006
|
Powertel/Memphis, Inc.
|
Delaware
|
12920 SE 38th Street Bellevue,
|
|
|
Washington 98006
|
Triton PCS Holdings Company L.L.C.
|
Delaware
|
12920 SE 38th Street Bellevue, Washington 98006
|
SunCom Wireless Operating Company, L.L.C.
|
Delaware
|
12920 SE 38th Street Bellevue, Washington 98006
|
C.
|
The section headings in this Amendment are for reference only and shall not affect the construction of this Amendment.
|
D.
|
This Amendment may be executed by different parties on any number of counterparts, each of which shall constitute an original and all of which, taken together, shall constitute on and the same agreement.
|
E.
|
This Amendment may not be amended or otherwise modified except as provided in the Agreement.
|
F.
|
THIS AMENDMENT AND ALL MATTERS ARISING OUT OF OR RELATING IN ANY WAY THERETO SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO OTHERWISE APPLICABLE PRINCIPALS OF CONFLICTS OF LAW, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW.
|
1.
|
SunCom Wireless Operating Company, L.L.C., a Delaware limited liability company (the “
Joining Seller
”);
|
2.
|
Powertel/Memphis, Inc., a Delaware corporation (“
Powertel
”);
|
3.
|
Triton PCS Holdings Company L.L.C., a Delaware limited liability company (“
Triton
”, together with Powertel, the “
November 2014 Joining Sellers
”);
|
4.
|
T-Mobile West LLC, a Delaware limited liability company (“
West
”);
|
5.
|
T-Mobile Central LLC, a Delaware limited liability company (“
Central
”);
|
6.
|
T-Mobile Northeast LLC, a Delaware limited liability company (“
Northeast
”);
|
7.
|
T-Mobile South LLC, a Delaware limited liability company (“
South
”, together with West, Central and, Northeast, the “
Original Sellers
”); and
|
8.
|
T-Mobile PCS Holdings LLC, a Delaware limited liability company (the “
Purchaser
”).
|
1.
|
Defined Terms
. Capitalized terms used and not otherwise defined herein are used as defined in the Agreement.
|
2.
|
Joinder
. Effective as of the date hereof, the Joining Seller hereby irrevocably, absolutely and unconditionally shall become a party to the Agreement as a Seller and agrees to be bound by
|
3.
|
Amendments to Section 1.02
.
|
4.
|
Amendment to Section 2.01(a)
. Effective as of the date hereof, Section 2.01(a) of the Agreement shall be divided into six clauses and amended and restated in its entirety to read as follows:
|
T-MOBILE PCS HOLDINGS LLC, as the Purchaser
|
|
T-MOBILE WEST LLC, as a Seller
|
|
|
|
By:_
/s/ J. Braxton Carter
_________________
|
|
By: _
/s/ J. Braxton Carter
________________
|
Name: J. Braxton Carter
|
|
Name: J. Braxton Carter
|
Title: Executive Vice President & Chief Financial Officer
|
|
Title: Executive Vice President & Chief Financial Officer
|
|
|
|
T-MOBILE CENTRAL LLC, as a Seller
|
|
T-MOBILE NORTHEAST LLC, as a Seller
|
|
|
|
By: _
/s/ J. Braxton Carter
________________
|
|
By: _
/s/ J. Braxton Carter
________________
|
Name: J. Braxton Carter
|
|
Name: J. Braxton Carter
|
Title: Executive Vice President & Chief Financial Officer
|
|
Title: Executive Vice President & Chief Financial Officer
|
|
|
|
T-MOBILE SOUTH LLC, as a Seller
|
|
POWERTEL/MEMPHIS, INC., as a Seller
|
|
|
|
By: _
/s/ J. Braxton Carter
________________
|
|
By:_ _
/s/ J. Braxton Carter
_______________
|
Name: J. Braxton Carter
|
|
Name: J. Braxton Carter
|
Title: Executive Vice President & Chief Financial Officer
|
|
Title: Executive Vice President & Chief Financial Officer
|
|
|
|
TRITON PCS HOLDINGS COMPANY L.L.C., as a Seller
|
|
T-Mobile Legal Approval By:
|
|
|
_
/s/ Paul Fondahn
_____________________
|
By: _
/s/ J. Braxton Carter
________________
|
|
|
Name: J. Braxton Carter
|
|
|
Title: Executive Vice President & Chief Financial Officer
|
|
|
|
|
|
SUNCOM WIRELESS OPERATING COMPANY, L.L.C., as the Joining Seller
|
|
|
|
|
|
By: _
/s/ J. Braxton Carter
________________
|
|
|
Name: J. Braxton Carter
|
|
|
Title: Executive Vice President & Chief Financial Officer
|
|
|
T-MOBILE US, INC., as Performance
|
|
T-MOBILE AIRTIME FUNDING LLC, as Funding Purchaser and Funding Seller
|
|
|
|
By: _
/s/ J. Braxton Carter
________________
|
|
By: _
/s/ J. Braxton Carter
________________
|
Name: J. Braxton Carter
|
|
Name: J. Braxton Carter
|
Title: Executive Vice President & Chief Financial Officer
|
|
Title: Executive Vice President & Chief Financial Officer
|
|
|
|
T-Mobile Legal Approval By:
|
|
|
_
/s/ Paul Fondahn
______________________
|
|
|
By:
/s/ Sandra Battaglia
__________
|
Name:
Sandra Battaglia
____________
|
Title:
Vice President
_____________
|
By:
/s/ Bjoern Mollner
___________
|
|
By:
/s/ Osterloh
___________________
|
Name:
Bjoern Mollner
_____________
|
|
Name:
Osterloh
_____________________
|
Title:
Vice President
______________
|
|
Title:
Vice President
________________
|
By:
/s/ Seiichi Kuroiwa
___________
|
|
By:
/s/ Stephan Stamm
_______________
|
Name:
Seiichi Kuroiwa
_____________
|
|
Name:
Stephan Stamm
______________
|
Title:
General Manager
_____________
|
|
Title:
Deputy General Manager
________
|
T-MOBILE AIRTIME FUNDING LLC, as Funding Purchaser
|
|
T-MOBILE PCS HOLDINGS LLC, as Seller
|
|
|
|
By:
/s/ Dirk Wehrse
Name:Dirk Wehrse
Title:Vice President, Treasury, & Treasurer
|
|
By:
/s/ Dirk Wehrse
Name:Dirk Wehrse
Title:Vice President, Treasury, & Treasurer
|
T-MOBILE US, INC., as Performance Guarantor
|
|
By:
/s/ Dirk Wehrse
Name:Dirk Wehrse
Title:Vice President, Treasury, & Treasurer
|
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
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By:
/s/ Bjoern Mollner
Name:
Bjoern Mollner
Title:
Vice President
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By:
/s/ Osterloh
Name:
Osterloh
Title:
Vice President
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THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., DÜSSELDORF BRANCH, as a Bank
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By:
/s/ Seiichi Kuroiwa
Name:
SeiichiKuroiwa
Title:
General Manager
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By:
/s/ Stephan Stamm
Name:
Stephan Stamm
Title:
Deputy General Manager
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1.
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I have reviewed this quarterly report on
Form 10-Q
of T-Mobile US, Inc.;
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2.
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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;
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3.
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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;
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4.
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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:
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(a)
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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;
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(b)
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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;
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(c)
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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
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(d)
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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
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5.
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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):
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(a)
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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
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(b)
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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.
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/s/ John J. Legere
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John J. Legere
President and Chief Executive Officer
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1.
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I have reviewed this quarterly report on
Form 10-Q
of T-Mobile US, Inc.;
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2.
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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;
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3.
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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;
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4.
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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:
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(a)
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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;
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(b)
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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;
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(c)
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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
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(d)
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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
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5.
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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):
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(a)
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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
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(b)
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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.
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/s/ J. Braxton Carter
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J. Braxton Carter
Executive Vice President and Chief Financial Officer
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1.
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The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ John J. Legere
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John J. Legere
President and Chief Executive Officer
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1.
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The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ J. Braxton Carter
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J. Braxton Carter
Executive Vice President and Chief Financial Officer
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