UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2018
or
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from    to
Commission File Number: 1-33409
TMUSLOGO.JPG
T-MOBILE US, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
 
20-0836269
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
 
 
 
12920 SE 38th Street, Bellevue, Washington
 
98006-1350
(Address of principal executive offices)
 
(Zip Code)
 
 
 
(425) 378-4000
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  x  No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  x  No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer      x                         Accelerated filer              ¨
Non-accelerated filer      ¨ (Do not check if a smaller reporting company)    Smaller reporting company         ¨
Emerging growth company     ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).        Yes  ¨  No  x
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Class
 
Shares Outstanding as of April 27, 2018

Common Stock, $0.00001 par value per share
 
846,845,766





T-Mobile US, Inc.
Form 10-Q
For the Quarter Ended March 31, 2018

Table of Contents
 
 
 
 
 
 
 



Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

T-Mobile US, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)

(in millions, except share and per share amounts)
March 31,
2018
 
December 31,
2017
Assets
 
 
 
Current assets
 
 
 
Cash and cash equivalents
$
2,527

 
$
1,219

Accounts receivable, net of allowances of $76 and $86
1,689

 
1,915

Equipment installment plan receivables, net
2,281

 
2,290

Accounts receivable from affiliates
13

 
22

Inventories
1,311

 
1,566

Other current assets
1,788

 
1,903

Total current assets
9,609

 
8,915

Property and equipment, net
22,308

 
22,196

Goodwill
1,901

 
1,683

Spectrum licenses
35,504

 
35,366

Other intangible assets, net
291

 
217

Equipment installment plan receivables due after one year, net
1,234

 
1,274

Other assets
1,157

 
912

Total assets
$
72,004

 
$
70,563

Liabilities and Stockholders' Equity
 
 
 
Current liabilities
 
 
 
Accounts payable and accrued liabilities
$
7,157

 
$
8,528

Payables to affiliates
291

 
182

Short-term debt
3,320

 
1,612

Short-term debt to affiliates
445

 

Deferred revenue
791

 
779

Other current liabilities
353

 
414

Total current liabilities
12,357

 
11,515

Long-term debt
12,127

 
12,121

Long-term debt to affiliates
14,586

 
14,586

Tower obligations
2,582

 
2,590

Deferred tax liabilities
3,813

 
3,537

Deferred rent expense
2,730

 
2,720

Other long-term liabilities
933

 
935

Total long-term liabilities
36,771

 
36,489

Commitments and contingencies (Note 13)


 


Stockholders' equity
 
 
 
Common Stock, par value $0.00001 per share, 1,000,000,000 shares authorized; 854,576,971 and 860,861,998 shares issued, 853,066,229 and 859,406,651 shares outstanding

 

Additional paid-in capital
38,057

 
38,629

Treasury stock, at cost, 1,510,742 and 1,455,347 shares issued
(7
)
 
(4
)
Accumulated other comprehensive income
5

 
8

Accumulated deficit
(15,179
)
 
(16,074
)
Total stockholders' equity
22,876

 
22,559

Total liabilities and stockholders' equity
$
72,004

 
$
70,563


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

3

Table of Contents

T-Mobile US, Inc.
Condensed Consolidated Statements of Comprehensive Income
(Unaudited)

 
Three Months Ended March 31,
(in millions, except share and per share amounts)
2018
 
2017
Revenues
 
 
 
Branded postpaid revenues
$
5,070

 
$
4,725

Branded prepaid revenues
2,402

 
2,299

Wholesale revenues
266

 
270

Roaming and other service revenues
68

 
35

Total service revenues
7,806

 
7,329

Equipment revenues
2,353

 
2,043

Other revenues
296

 
241

Total revenues
10,455

 
9,613

Operating expenses
 
 
 
Cost of services, exclusive of depreciation and amortization shown separately below
1,589

 
1,408

Cost of equipment sales
2,845

 
2,686

Selling, general and administrative
3,164

 
2,955

Depreciation and amortization
1,575

 
1,564

Gains on disposal of spectrum licenses

 
(37
)
Total operating expense
9,173

 
8,576

Operating income
1,282

 
1,037

Other income (expense)
 
 
 
Interest expense
(251
)
 
(339
)
Interest expense to affiliates
(166
)
 
(100
)
Interest income
6

 
7

Other income, net
10

 
2

Total other expense, net
(401
)
 
(430
)
Income before income taxes
881

 
607

Income tax (expense) benefit
(210
)
 
91

Net income
671

 
698

Dividends on preferred stock

 
(14
)
Net income attributable to common stockholders
$
671

 
$
684

 
 
 
 
Net income
$
671

 
$
698

Other comprehensive (loss) income, net of tax
 
 
 
Unrealized (loss) gain on available-for-sale securities, net of tax effect of $(1) and $1
(3
)
 
1

Other comprehensive (loss) income
(3
)
 
1

Total comprehensive income
$
668

 
$
699

Earnings per share
 
 
 
Basic
$
0.78

 
$
0.83

Diluted
$
0.78

 
$
0.80

Weighted average shares outstanding
 
 
 
Basic
855,222,664

 
827,723,034

Diluted
862,244,084

 
869,395,984


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

4

Table of Contents

T-Mobile US, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
 
Three Months Ended March 31,
(in millions)
2018
 
2017
Operating activities
 
 
 
Net income
$
671

 
$
698

Adjustments to reconcile net income to net cash provided by operating activities
 
 
 
Depreciation and amortization
1,575

 
1,564

Stock-based compensation expense
97

 
67

Deferred income tax expense (benefit)
206

 
(97
)
Bad debt expense
54

 
93

Losses from sales of receivables
52

 
95

Deferred rent expense
4

 
20

Gains on disposal of spectrum licenses

 
(37
)
Changes in operating assets and liabilities
 
 
 
Accounts receivable
(873
)
 
(1,025
)
Equipment installment plan receivables
(222
)
 
(209
)
Inventories
33

 
44

Other current and long-term assets
132

 
(11
)
Accounts payable and accrued liabilities
(1,028
)
 
(651
)
Other current and long-term liabilities
45

 
45

Other, net
24

 
12

Net cash provided by operating activities
770

 
608

Investing activities
 
 
 
Purchases of property and equipment, including capitalized interest of $43 and $48
(1,366
)
 
(1,528
)
Purchases of spectrum licenses and other intangible assets, including deposits
(51
)
 
(14
)
Proceeds related to beneficial interests in securitization transactions
1,295

 
1,134

Acquisition of companies, net of cash acquired
(333
)
 

Other, net
(7
)
 
(8
)
Net cash used in investing activities
(462
)
 
(416
)
Financing activities
 
 
 
Proceeds from issuance of long-term debt
2,494

 
5,495

Proceeds from borrowing on revolving credit facility
2,170

 

Repayments of revolving credit facility
(1,725
)
 

Repayments of capital lease obligations
(172
)
 
(90
)
Repayments of long-term debt
(999
)
 
(3,480
)
Repurchases of common stock
(666
)
 

Tax withholdings on share-based awards
(74
)
 
(92
)
Dividends on preferred stock

 
(14
)
Other, net
(28
)
 
(10
)
Net cash provided by financing activities
1,000

 
1,809

Change in cash and cash equivalents
1,308

 
2,001

Cash and cash equivalents
 
 
 
Beginning of period
1,219

 
5,500

End of period
$
2,527

 
$
7,501

Supplemental disclosure of cash flow information
 
 
 
Interest payments, net of amounts capitalized
$
378

 
$
495

Income tax payments
1

 
15

Noncash beneficial interest obtained in exchange for securitized receivables
1,128

 
1,016

Noncash investing and financing activities
 
 
 
Changes in accounts payable for purchases of property and equipment
$
(364
)
 
$
(325
)
Leased devices transferred from inventory to property and equipment
304

 
243

Returned leased devices transferred from property and equipment to inventory
(82
)
 
(197
)
Issuance of short-term debt for financing of property and equipment
237

 
288

Assets acquired under capital lease obligations
142

 
284


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

5

Table of Contents

T-Mobile US, Inc.
Index for Notes to the Condensed Consolidated Financial Statements



6

Index for Notes to the Condensed Consolidated Financial Statements

T-Mobile US, Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)

Note 1 – Summary of Significant Accounting Policies

Basis of Presentation

The unaudited condensed consolidated financial statements of T-Mobile US, Inc. (“T-Mobile,” “we,” “our,” “us” or the “Company”) include all adjustments of a normal recurring nature necessary for the fair presentation of the results for the interim periods presented. The results for the interim periods are not necessarily indicative of those for the full year. The condensed consolidated financial statements should be read in conjunction with our consolidated financial statements included in our Annual Report on Form 10-K for the year ended  December 31, 2017 .

The condensed consolidated financial statements include the balances and results of operations of T-Mobile and our consolidated subsidiaries. We consolidate majority-owned subsidiaries over which we exercise control, as well as variable interest entities (“VIE”) where we are deemed to be the primary beneficiary and VIEs which cannot be deconsolidated, such as those related to Tower obligations (Tower obligations are included in VIEs related to the 2012 Tower Transaction. See Note 8 - Tower Obligations included in our Annual Report on Form 10-K for the year ended  December 31, 2017 ). Intercompany transactions and balances have been eliminated in consolidation.

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

Accounting Pronouncements Adopted During the Current Year

Revenue

In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)”, and has since modified the standard with several ASUs (collectively, the “new revenue standard”). The new revenue standard requires entities to recognize revenue through the application of a five-step model, which includes: identification of the contract; identification of the performance obligations; determination of the transaction price; allocation of the transaction price to the performance obligations; and recognition of revenue as the entity satisfies the performance obligations. We adopted the new revenue standard on January 1, 2018, using the modified retrospective method with the cumulative effect of initially applying the guidance recognized at the date of initial application. Comparative information has not been restated and continues to be reported under the standards in effect for those periods. We have applied the new revenue standard only to contracts not completed as of the date of initial application, referred to as open contracts. We have elected the practical expedient that permits an entity to reflect the aggregate effect of all of the modifications (on a contract-by-contract basis) that occurred before the date of initial application in determining the transaction price, identifying the satisfied and unsatisfied performance obligations, and allocating the transaction price to the performance obligations. Electing this practical expedient does not have a significant impact on our financial statements due to the short-term duration of most of our contracts and the nature of our contract modifications.

We have implemented significant new revenue accounting systems, processes and internal controls over revenue recognition to assist us in the application of the new revenue standard.

Revenue Recognition

We primarily generate our revenue from providing wireless services to customers and selling or leasing devices and accessories. Our contracts with customers may involve multiple performance obligations, which include wireless services, wireless devices or a combination thereof, and we allocate the transaction price between each performance obligation based on its relative standalone selling price.


7


Significant Judgments

The most significant judgments affecting the amount and timing of revenue from contracts with our customers include the following items:

For transactions where we recognize a significant financing component, judgment is required to determine the discount rate. For equipment installment plan (“EIP”) sales, the discount rate used to adjust the transaction price primarily reflects current market interest rates and the estimated credit risk of the customer.
Our products are generally sold with a right of return, which is accounted for as variable consideration when estimating the amount of revenue to recognize. Expected device returns are estimated based on historical experience.
Promotional bill credits offered to a customer on an equipment sale that are paid over time and are contingent on the customer maintaining a service contract may result in an extended service contract based on whether a substantive penalty is deemed to exist. Determining whether contingent bill credits result in a substantive termination penalty, and determining the term over which a substantive termination penalty exists, may require significant judgment.
For capitalized contract costs, determining the amortization period as well as assessing the indicators of impairment may require significant judgment.
The determination of the standalone selling price for contracts that involve more than one product or service (or performance obligation) may require significant judgment.
The identification of distinct performance obligations within our service plans may require significant judgment.

Wireless Services Revenue

We generate our wireless services revenues from providing access to, and usage of, our wireless communications network. Service revenues also include revenues earned for providing value added services to customers, such as handset insurance services. Service contracts are billed monthly either in advance or arrears, or are prepaid. Generally, service revenue is recognized as we satisfy our performance obligation to transfer service to our customers. We typically satisfy our stand-ready-performance obligations, including unlimited wireless services, evenly over the contract term. For usage-based and prepaid wireless services, we satisfy our performance obligations when services are rendered.

Revenue for service contracts that we assess are not probable of collection is not recognized until the contract is completed and cash is received. Collectibility is re-assessed when there is a significant change in facts or circumstances. Our assessment of collectibility considers whether we may limit our exposure to credit risk through our right to stop transferring additional service in the event the customer is delinquent.

Consideration payable to a customer is treated as a reduction of the total transaction price, unless the payment is in exchange for a distinct good or service, such as certain commissions paid to dealers.
 
Revenue is recorded net of costs paid to another party for performance obligations where we arrange for the other party to transfer goods or services to the customer (i.e., when we are acting as an agent). For example, performance obligations relating to services provided by third-party content providers where T-Mobile neither controls a right to the content provider’s service nor controls the underlying service itself are presented net because T-Mobile is acting as an agent.

Federal Universal Service Fund (“USF”) and other regulatory fees are assessed by various governmental authorities in connection with the services we provide to our customers and included in Cost of services. When we separately bill and collect these regulatory fees from customers, they are recorded in Total service revenues in our Condensed Consolidated Statements of Comprehensive Income .

We have made an accounting policy election to exclude from the measurement of the transaction price all taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by T-Mobile from a customer (for example, sales, use, value added, and some excise taxes).

Equipment Revenues

We generate equipment revenues from the sale or lease of mobile communication devices and accessories. For performance obligations related to equipment contracts, we typically transfer control at a point in time when the device or accessory is delivered to, and accepted by, the customer or dealer. We have elected to account for shipping and handling activities that occur after control of the related good transfers as fulfillment activities instead of assessing such activities as performance

8


obligations. We establish provisions for estimated device returns based on historical experience. Equipment sales not probable of collection are generally recorded as payments are received. Our assessment of collectibility considers payment terms such as down payments that reduce our exposure to credit risk.

We offer certain customers the option to pay for devices and accessories in installments using an EIP. Generally, we recognize as a reduction of the total transaction price the effects of a financing component in contracts where customers purchase their devices and accessories on an EIP with a term of more than one year, including those financing components that are not considered to be significant to the contract. However, we have elected the practical expedient to not recognize the effects of a significant financing component for contracts where we expect, at contract inception, that the period between the transfer of a performance obligation to a customer and the customer’s payment for that performance obligation will be one year or less.

In addition, for customers who enroll in our Just Upgrade My Phone (“JUMP!” ® ) program, we recognize a liability based on the estimated fair value of the specified-price trade-in right guarantee. The fair value of the guarantee is deducted from the transaction price under the new revenue standard, and the remaining transaction price is allocated to other elements of the contract, including service and equipment performance obligations. See “Guarantee Liabilities” in Note 1 - Summary of Significant Accounting Policies included in our Annual Report on Form 10-K for the year ended December 31, 2017.

In 2015, we introduced JUMP! On Demand, which allows customers to lease a device and upgrade their leased wireless device for a new device up to one time per month. To date, all of our leased wireless devices are accounted for as operating leases and estimated contract consideration is allocated between lease elements and non-lease elements (such as service and equipment performance obligations) based on the relative standalone selling price of each performance obligation in the contract. Lease revenues are recorded as equipment revenues and recognized as earned on a straight-line basis over the lease term. Lease revenues on contracts not probable of collection are limited to the amount of payments received. See “Property and Equipment” in Note 1 - Summary of Significant Accounting Policies included in our Annual Report on Form 10-K for the year ended December 31, 2017.

Contract Balances

Generally, T-Mobile devices and service plans are available at standard prices, which are maintained on price lists and published on our website and/or within our retail stores.

For contracts that involve more than one product or service that are identified as separate performance obligations, the transaction price is generally allocated to the performance obligations based on their relative standalone selling prices. Standalone selling price is the price that T-Mobile would sell the good or service separately to a customer and is best evidenced by the price that T-Mobile sells that good or service separately in similar circumstances and to similar customers.

A contract asset is recorded when revenue is recognized in advance of our right to receive consideration (e.g., we must perform additional services in order to receive consideration). Amounts are recorded as receivables when our right to consideration is unconditional. When consideration is received or we have an unconditional right to consideration in advance of delivery of goods or services, a contract liability is recorded. The transaction price can include non-refundable upfront fees, which are allocated to the identifiable performance obligations.

Contract assets are included in Other current assets and Other assets and contract liabilities are included in Deferred revenue in our Condensed Consolidated Balance Sheets .

Contract Modifications

Our service contracts allow customers to frequently modify their contracts without incurring penalties in many cases. Each time a contract is modified, we evaluate the change in scope or price of the contract to determine if the modification should be treated as a separate contract, as if there is a termination of the existing contract and creation of a new contract, or if the modification should be considered a change associated with the existing contract. We typically do not have significant impacts from contract modifications.

Contract Costs

We incur certain incremental costs to obtain a contract that we expect to recover, such as sales commissions. We record an asset when these incremental costs to obtain a contract are incurred and amortize them on a systematic basis that is consistent with the transfer to the customer of the goods or services to which the asset relates.


9


We amortize deferred costs incurred to obtain service contracts on a straight-line basis over the term of the initial contract and anticipated renewal contracts to which the costs relate. However, we have elected the practical expedient permitting expensing of costs to obtain a contract when the expected amortization period is one year or less.

Incremental costs to obtain equipment contracts (e.g., commissions paid on device and accessory sales) are recognized when the equipment is transferred to the customer.

Financial Statement Impacts of Applying the New Revenue Standard

The cumulative effect of initially applying the new revenue standard to all open contracts as of January 1, 2018 is as follows:
 
January 1, 2018
(in millions)
Beginning Balance
 
Cumulative Effect Adjustment
 
Beginning Balance, As Adjusted
Assets
 
 
 
 
 
Other current assets
$
1,903

 
$
140

 
$
2,043

Other assets
912

 
150

 
1,062

Liabilities and Stockholders’ Equity
 
 
 
 
 
Deferred revenue
$
779

 
$
4

 
$
783

Deferred tax liabilities
3,537

 
73

 
3,610

Accumulated deficit
(16,074
)
 
213

 
(15,861
)

The most significant impacts upon adoption of the new revenue standard on January 1, 2018 include the following items:

A deferred contract cost asset of $150 million was recorded at transition in Other assets in our Condensed Consolidated Balance Sheets for incremental contract acquisition costs paid on open contracts, which consists primarily of commissions paid to acquire branded postpaid service contracts; and
A contract asset of $140 million was recorded at transition in Other current assets in our Condensed Consolidated Balance Sheets primarily for contracts with promotional bill credits offered to customers on equipment sales that are paid over time and are contingent on the customer maintaining a service contract.


10


Financial statement results as reported under the new revenue standard as compared to the previous revenue standard for the three months ended and as of March 31, 2018 are as follows:
 
Three Months Ended March 31, 2018
(in millions, except per share amounts)
Previous Revenue Standard
 
New Revenue Standard
 
Change
Revenues
 
 
 
 
 
Branded postpaid revenues
$
5,099

 
$
5,070

 
$
(29
)
Branded prepaid revenues
2,403

 
2,402

 
(1
)
Wholesale revenues
266

 
266

 

Roaming and other service revenues
68

 
68

 

Total service revenues
7,836

 
7,806

 
(30
)
Equipment revenues
2,276

 
2,353

 
77

Other revenues
296

 
296

 

Total revenues
10,408

 
10,455

 
47

Operating expenses
 
 
 
 
 
Cost of services, exclusive of depreciation and amortization shown separately below
1,589

 
1,589

 

Cost of equipment sales
2,845

 
2,845

 

Selling, general and administrative
3,212

 
3,164

 
(48
)
Depreciation and amortization
1,575

 
1,575

 

Total operating expenses
9,221

 
9,173

 
(48
)
Operating income
1,187

 
1,282

 
95

Total other expense, net
(401
)
 
(401
)
 

Income before income taxes
786

 
881

 
95

Income tax expense
(186
)
 
(210
)
 
(24
)
Net income
$
600

 
$
671

 
$
71

Earnings per share
 
 
 
 
 
Basic earnings per share
$
0.70

 
$
0.78

 
$
0.08

Diluted earnings per share
$
0.70

 
$
0.78

 
$
0.08


 
March 31, 2018
(in millions)
Previous Revenue Standard
 
New Revenue Standard
 
Change
Assets
 
 
 
 
 
Other current assets
$
1,684

 
$
1,788

 
$
104

Other assets
866

 
1,157

 
291

Liabilities and Stockholders’ Equity
 
 
 
 
 
Deferred revenue
$
777

 
$
791

 
$
14

Deferred tax liabilities
3,716

 
3,813

 
97

Accumulated deficit
(15,463
)
 
(15,179
)
 
284


The most significant impacts to financial statement results as reported under the new revenue standard as compared to the previous revenue standard for the current reporting period are as follows:

Under the new revenue standard, certain commissions paid to dealers previously recognized as a reduction to Equipment revenues in our Condensed Consolidated Statements of Comprehensive Income are now recorded as commission costs in Selling, general and administrative expense.
Contract costs capitalized for new contracts will accumulate in Other assets in our Condensed Consolidated Balance Sheets during 2018. As a result, there will be a net benefit to Operating income in our Condensed Consolidated Statements of Comprehensive Income during 2018 as capitalization of costs exceed amortization. As capitalized costs amortize into expense over time, the accretive benefit to Operating income anticipated in 2018 is expected to moderate in 2019 and normalize in 2020.

11


For contracts with promotional bill credits that are contingent on the customer maintaining a service contract that result in an extended service contract, a contract asset is recorded when control of the equipment transfers to the customer and is subsequently recognized as a reduction to Total service revenues in our Condensed Consolidated Statements of Comprehensive Income over the extended contract term.

See disclosures related to Contracts with Customers under the new revenue standard in Note 10 - Revenue from Contracts with Customers .

Statement of Cash Flows

In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments” (the “new cash flow standard”). The new cash flow standard is intended to reduce current diversity in practice and provides guidance on how certain cash receipts and payments are presented and classified in the statement of cash flows. We adopted the new cash flow standard on January 1, 2018, which was the date it became effective for us. We have applied the new cash flow standard retrospectively to all periods presented. The new cash flow standard impacted the presentation of cash flows related to our beneficial interests in securitization transactions, which is the deferred purchase price, resulting in a reclassification of cash inflows from Operating activities to Investing activities of approximately $1.3 billion and $1.1 billion for the three months ended March 31, 2018 and 2017 , respectively, in our Condensed Consolidated Statements of Cash Flows . The new cash flow standard also impacted the presentation of our cash payments for debt prepayment and debt extinguishment costs, resulting in a reclassification of cash outflows from Operating activities to Financing activities of $31 million and $29 million for the three months ended March 31, 2018 and 2017 , respectively, in our Condensed Consolidated Statements of Cash Flows .

Income Taxes

In October 2016, the FASB issued ASU 2016-16, “Accounting for Income Taxes: Intra-Entity Transfers of Assets Other Than Inventory.” The standard requires that the income tax impact of intra-entity sales and transfers of property, except for inventory, be recognized when the transfer occurs. The standard became effective for us, and we adopted the standard, on January 1, 2018. The standard requires any deferred taxes not yet recognized on intra-entity transfers to be recorded to retained earnings under a modified retrospective approach. The implementation of this standard did not have a material impact on our condensed consolidated financial statements .

Accounting Pronouncements Not Yet Adopted

Leases

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” (the “new lease standard”). The new lease standard requires all lessees to report a right-of-use asset and a lease liability for most leases. The income statement recognition is similar to existing lease accounting and is based on lease classification. The new lease standard requires lessees and lessors to classify most leases using principles similar to existing lease accounting. For lessors, the new lease standard modifies the classification criteria and the accounting for sales-type and direct financing leases. We are currently evaluating the new lease standard, which will require recognizing and measuring leases at the beginning of the earliest period presented using a modified retrospective approach. Our evaluation includes assessing which of our arrangements qualify as a lease, and aggregating lease data and related information as well as determining whether previous conclusions for certain transactions, such as failed sale leaseback arrangements under the previous lease standard, Leases (Topic 840), would change under the new lease standard. We plan to adopt the new lease standard when it becomes effective for us beginning January 1, 2019, and expect the adoption of the new lease standard will result in the recognition of right-of-use assets and lease liabilities that have not previously been recorded, which will have a material impact on our condensed consolidated financial statements .

We are in the process of implementing significant new lease accounting systems, processes and internal controls over lease recognition, which will ultimately assist in the application of the new lease standard.

Financial Instruments

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” The standard requires a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions and reasonable and supportable

12


forecasts that affect the collectibility of the reported amount. The standard will become effective for us beginning January 1, 2020, and will require a cumulative-effect adjustment to Accumulated deficit as of the beginning of the first reporting period in which the guidance is effective (that is, a modified-retrospective approach). Early adoption is permitted for us as of January 1, 2019. We are currently evaluating the impact this guidance will have on our condensed consolidated financial statements and the timing of adoption.

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the Securities and Exchange Commission (“SEC”) did not have, or are not believed by management to have, a significant impact on our present or future consolidated financial statements.

Note 2 - Significant Transactions

Business Combinations

During the three months ended March 31, 2018 , we completed the following acquisitions which were accounted for as business combinations:

On January 1, 2018, we closed on our previously announced Unit Purchase Agreement to acquire the remaining equity in Iowa Wireless Services, LLC (“IWS”), a 54% owned unconsolidated subsidiary, for a purchase price of $25 million .

On January 22, 2018, we completed our acquisition of television innovator Layer3 TV, Inc. (“Layer3 TV”) for cash consideration of  $318 million , subject to customary working capital and other post-closing adjustments.

See Note 3 - Business Combinations for further information.

Hurricane Impacts

During the three months ended March 31, 2018 , our operations in Puerto Rico continued to experience losses related to hurricanes. The negative impacts to Operating income and Net income for the three months ended March 31, 2018 , primarily from incremental costs to maintain our services in Puerto Rico, were $36 million and $23 million , respectively. We expect additional expenses to be incurred in 2018, primarily related to our operations in Puerto Rico. We continue to assess the damage of the hurricanes and work with our insurance carriers to submit claims for property damage and business interruption. During the three months ended March 31, 2018 , we received $94 million in reimbursement from our insurance carriers, which eliminated the $93 million receivable we accrued for reimbursements as of December 31, 2017 . No additional reimbursements were recorded during the three months ended March 31, 2018 , however, we expect to record additional insurance recoveries related to these hurricanes in future periods.

Debt

During the three months ended March 31, 2018 , we completed significant transactions with both third parties and affiliates related to the issuance, borrowing and redemption of debt. See Note 9 - Debt for further information.

Sales of Certain Receivables

In February 2018, the service receivable sale agreement was amended to extend the scheduled expiration date to March 2019. See Note 5 – Sales of Certain Receivables for further information.

Repurchases of Common Stock

During the three months ended March 31, 2018 , we made additional repurchases of our common stock. Additionally, during the three months ended March 31, 2018 , Deutsche Telekom AG (“DT”), our majority stockholder and an affiliated purchaser, made additional repurchases of our common stock. See Note 11 – Repurchases of Common Stock for further information.

Corporate Headquarters Leases

In February 2018, we extended the leases related to our corporate headquarters facility. See Note 13 – Commitments and Contingencies for further information.


13


Note 3 - Business Combinations

Acquisition of Layer3 TV

On January 22, 2018, we completed our acquisition of television innovator Layer3 TV for cash consideration of  $318 million , subject to customary working capital and other post-closing adjustments. The consideration includes a $5 million payment that was made after the closing date. Upon closing of the transaction, Layer3 TV became a wholly-owned consolidated subsidiary. Layer3 TV acquires and distributes digital entertainment programming primarily through the internet to residential subscribers, offering direct to home digital television and multi-channel video programming distribution services. This transaction represented an opportunity to acquire a complementary service to our existing wireless service to advance our video strategy.

We accounted for the purchase of Layer3 TV as a business combination. Costs related to this acquisition were immaterial to our Condensed Consolidated Statements of Comprehensive Income . The grant-date fair value of cash-based and share-based incentive compensation awards attributable to post-combination services was approximately $37 million .

The following table shows the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed and the resultant purchase price allocation:
(in millions)
January 22,
2018
Assets acquired
 
Cash and cash equivalents
$
2

Other current assets
14

Property and equipment, net
11

Intangible assets
100

Goodwill
218

Deferred tax assets
2

Total assets acquired
$
347

Liabilities assumed
 
Accounts payable and accrued liabilities
$
27

Short-term debt
2

Total liabilities assumed
29

Total consideration transferred
$
318


We recognized a liability of $21 million within Accounts payable and accrued liabilities in our Condensed Consolidated Balance Sheets and an associated indemnification asset of $12 million in our Condensed Consolidated Balance Sheets related to minimum commitments under acquired content agreements. The maximum amount that would be received under the indemnification agreement is $12 million .

Goodwill of $218 million is calculated as the excess of the purchase price paid over the net assets acquired. The goodwill recorded as part of the Layer3 TV acquisition primarily reflects industry knowledge of the retained management team, as well as intangible assets that do not qualify for separate recognition. None of the goodwill is deductible for tax purposes. See Note 6 - Goodwill for further information.

As part of the transaction, we acquired an identifiable intangible asset of developed technology with an estimated fair value of $100 million , which is being amortized on a straight-line basis over a useful life of 5 years .

The financial results from the acquisition of Layer3 TV since the closing date through March 31, 2018 were not material to our Condensed Consolidated Statements of Comprehensive Income .

Acquisition of Iowa Wireless

On January 1, 2018 (the “acquisition date”), we closed on our previously announced Unit Purchase Agreement to acquire the remaining equity in IWS, a 54% owned unconsolidated subsidiary, for a purchase price of $25 million . We accounted for our acquisition of IWS as a business combination.

Prior to the acquisition date, we accounted for our previously-held investment in IWS under the equity method as we had significant influence, but not control. Authoritative guidance on accounting for business combinations requires that an acquirer

14


re-measure its previously held equity interest in the acquiree at its acquisition date fair value and recognize the resulting gain or loss in earnings. As such, we valued our previously held equity interest in IWS at  $56 million as of the acquisition date and recognized a gain of $15 million .

The following table highlights the consideration transferred, the fair value of our previously held equity interest and bargain purchase:
(in millions)
January 1,
2018
Consideration transferred:
 
Cash paid
$
25

Previously held equity interest:
 
Acquisition date fair value of previously held equity interest
56

Bargain purchase gain
25

Net assets acquired
$
106


As part of the acquisition of IWS, we recognized a bargain purchase gain of approximately $25 million , which represents the fair value of the identifiable net assets acquired, primarily IWS spectrum licenses, in excess of the purchase price and fair value of our previously held equity interest. We were in a favorable position to acquire the remaining shares of IWS as a result of our previously held 54% equity interest in IWS, an unprofitable business with valuable spectrum holdings.

The following table shows the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed and the resultant purchase price allocation:
(in millions)
January 1,
2018
Assets acquired
 
Current assets
 
Cash and cash equivalents
$
3

Accounts receivables, net
6

Equipment installment plan receivables, net
3

Inventories
1

Other current assets
2

Total current assets
15

Property and equipment, net
36

Spectrum licenses
87

Total assets acquired
$
138

Liabilities assumed
 
Accounts payable and accrued liabilities
$
6

Deferred revenue
2

Total current liabilities
8

Deferred tax liabilities
17

Other long-term liabilities
7

Total long-term liabilities
24

Net assets acquired
$
106


We included both the gain on our previously held equity interest in IWS and the bargain purchase gain within Other income, net in our  Condensed Consolidated Statements of Comprehensive Income  for the three months ended March 31, 2018 .

Pro forma information

The acquisitions of Layer3 TV and IWS were not material to our prior period consolidated results on a pro forma basis.


15


Note 4 – Receivables and Allowance for Credit Losses

Our portfolio of receivables is comprised of two portfolio segments, accounts receivable and EIP receivables. Our accounts receivable segment primarily consists of amounts currently due from customers, including service and leased device receivables, other carriers and third-party retail channels.

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

To determine a customer’s credit profile, we use a proprietary credit scoring model that measures the credit quality of a customer at the time of application for wireless communications service using several factors, such as credit bureau information, consumer credit risk scores and service plan characteristics.

The following table summarizes the EIP receivables, including imputed discounts and related allowance for credit losses:
(in millions)
March 31,
2018
 
December 31,
2017
EIP receivables, gross
$
3,896

 
$
3,960

Unamortized imputed discount
(267
)
 
(264
)
EIP receivables, net of unamortized imputed discount
3,629

 
3,696

Allowance for credit losses
(114
)
 
(132
)
EIP receivables, net
$
3,515

 
$
3,564

 
 
 
 
Classified on the balance sheet as:
 
 
 
Equipment installment plan receivables, net
$
2,281

 
$
2,290

Equipment installment plan receivables due after one year, net
1,234

 
1,274

EIP receivables, net
$
3,515

 
$
3,564


To determine the appropriate level of the allowance for credit losses, we consider a number of credit quality indicators, including historical credit losses and timely payment experience as well as current collection trends such as write-off frequency and severity, aging of the receivable portfolio, credit quality of the customer base and other qualitative factors such as macro-economic conditions.

We write off account balances if collection efforts are unsuccessful and the receivable balance is deemed uncollectible, based on customer credit quality and the aging of the receivable.

For EIP receivables, subsequent to the initial determination of the imputed discount, we assess the need for and, if necessary, recognize an allowance for credit losses to the extent the amount of estimated probable losses on the gross EIP receivable balances exceed the remaining unamortized imputed discount balances.

The EIP receivables had weighted average effective imputed interest rates of 9.9% and 9.6% as of March 31, 2018 and December 31, 2017 , respectively.


16


Activity for the three months ended March 31, 2018 and 2017 , in the allowance for credit losses and unamortized imputed discount balances for the accounts receivable and EIP receivable segments were as follows:
 
March 31, 2018
 
March 31, 2017
(in millions)
Accounts Receivable Allowance
 
EIP Receivables Allowance
 
Total
 
Accounts Receivable Allowance
 
EIP Receivables Allowance
 
Total
Allowance for credit losses and imputed discount, beginning of period
$
86

 
$
396

 
$
482

 
$
102

 
$
316

 
$
418

Bad debt expense
4

 
50

 
54

 
37

 
56

 
93

Write-offs, net of recoveries
(14
)
 
(67
)
 
(81
)
 
(39
)
 
(75
)
 
(114
)
Change in imputed discount on short-term and long-term EIP receivables
N/A

 
53

 
53

 
N/A

 
48

 
48

Impact on the imputed discount from sales of EIP receivables
N/A

 
(51
)
 
(51
)
 
N/A

 
(41
)
 
(41
)
Allowance for credit losses and imputed discount, end of period
$
76

 
$
381

 
$
457

 
$
100

 
$
304

 
$
404


Management considers the aging of receivables to be an important credit indicator. The following table provides delinquency status for the unpaid principal balance for receivables within the EIP portfolio segment, which we actively monitor as part of our current credit risk management practices and policies:
 
March 31, 2018
 
December 31, 2017
(in millions)
Prime
 
Subprime
 
Total EIP Receivables, gross
 
Prime
 
Subprime
 
Total EIP Receivables, gross
Current - 30 days past due
$
1,648

 
$
2,168

 
$
3,816

 
$
1,727

 
$
2,133

 
$
3,860

31 - 60 days past due
14

 
24

 
38

 
17

 
29

 
46

61 - 90 days past due
5

 
13

 
18

 
6

 
16

 
22

More than 90 days past due
7

 
17

 
24

 
8

 
24

 
32

Total receivables, gross
$
1,674

 
$
2,222

 
$
3,896

 
$
1,758

 
$
2,202

 
$
3,960


Note 5 – Sales of Certain Receivables

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

Sales of Service Receivables

Overview of the Transaction

In 2014, we entered into an arrangement to sell certain service accounts receivable on a revolving basis and in November 2016, the arrangement was amended to increase the maximum funding commitment to $950 million (the “service receivable sale arrangement”) and extend the scheduled expiration date to March 2018. In February 2018, the service receivable sale arrangement was again amended to extend the scheduled expiration date to March 2019. In April 2018, the service receivable sale arrangement was again amended to update certain terms and covenants contained therein to make them consistent with analogous terms and covenants in documents of our other financing arrangements. As of March 31, 2018 and December 31, 2017 , the service receivable sale arrangement provided funding of $802 million and $880 million , respectively. Sales of receivables occur daily and are settled on a monthly basis. The receivables consist of service charges currently due from customers and are short-term in nature.

In connection with the service receivable sale arrangement, we formed a wholly-owned subsidiary, which qualifies as a bankruptcy remote entity, to sell service accounts receivable (the “Service BRE”). The Service BRE does not qualify as a VIE, and due to the significant level of control we exercise over the entity, it is consolidated. Pursuant to the arrangement, certain of our wholly-owned subsidiaries transfer selected receivables to the Service BRE. The Service BRE then sells the receivables to an unaffiliated entity (the “Service VIE”), which was established to facilitate the sale of beneficial ownership interests in the receivables to certain third parties.


17


Variable Interest Entity

We determined that the Service VIE qualifies as a VIE as it lacks sufficient equity to finance its activities. We have a variable interest in the Service VIE, but are not the primary beneficiary as we lack the power to direct the activities that most significantly impact the Service VIE’s economic performance. Those activities include committing the Service VIE to legal agreements to purchase or sell assets, selecting which receivables are purchased in the service receivable sale arrangement, determining whether the Service VIE will sell interests in the purchased service receivables to other parties, funding of the entity and servicing of receivables. We do not hold the power to direct the key decisions underlying these activities. For example, while we act as the servicer of the sold receivables, which is considered a significant activity of the Service VIE, we are acting as an agent in our capacity as the servicer and the counterparty to the service receivable sale arrangement has the ability to remove us as the servicing agent of the receivables at will with no recourse available to us. As we have determined we are not the primary beneficiary, the balances and results of the Service VIE are not included in our condensed consolidated financial statements .

The following table summarizes the carrying amounts and classification of assets, which consists primarily of the deferred purchase price and liabilities included in our Condensed Consolidated Balance Sheets that relate to our variable interest in the Service VIE:
(in millions)
March 31,
2018
 
December 31,
2017
Other current assets
$
266

 
$
236

Accounts payable and accrued liabilities

 
25

Other current liabilities
118

 
180


Sales of EIP Receivables

Overview of the Transaction

In 2015, we entered into an arrangement to sell certain EIP accounts receivables on a revolving basis and in August 2017, the EIP sale arrangement was amended to reduce the maximum funding commitment to $1.2 billion (the “EIP sale arrangement”) and extend the scheduled expiration date to November 2018. In December 2017, the EIP sale arrangement was again amended to increase the maximum funding commitment to $1.3 billion . In April 2018, the EIP sale arrangement was again amended to update certain terms and covenants contained therein to make them consistent with analogous terms and covenants in the documentation of our other financing arrangements. As of both March 31, 2018 and December 31, 2017 , the EIP sale arrangement provided funding of $1.3 billion . Sales of EIP receivables occur daily and are settled on a monthly basis. The receivables consist of customer EIP balances, which require monthly customer payments for up to 24 months.

In connection with this EIP sale arrangement, we formed a wholly-owned subsidiary, which qualifies as a bankruptcy remote entity (the “EIP BRE”). Pursuant to the EIP sale arrangement, our wholly-owned subsidiary transfers selected receivables to the EIP BRE. The EIP BRE then sells the receivables to a non-consolidated and unaffiliated third-party entity for which we do not exercise any level of control, nor does the entity qualify as a VIE.

Variable Interest Entity

We determined that the EIP BRE is a VIE as its equity investment at risk lacks the obligation to absorb a certain portion of its expected losses. We have a variable interest in the EIP BRE and determined that we are the primary beneficiary based on our ability to direct the activities which most significantly impact the EIP BRE’s economic performance. Those activities include selecting which receivables are transferred into the EIP BRE and sold in the EIP sale arrangement and funding of the EIP BRE. Additionally, our equity interest in the EIP BRE obligates us to absorb losses and gives us the right to receive benefits from the EIP BRE that could potentially be significant to the EIP BRE. Accordingly, we determined that we are the primary beneficiary, and include the balances and results of operations of the EIP BRE in our condensed consolidated financial statements .


18


The following table summarizes the carrying amounts and classification of assets, which consists primarily of the deferred purchase price and liabilities included in our Condensed Consolidated Balance Sheets that relate to the EIP BRE:
(in millions)
March 31,
2018
 
December 31,
2017
Other current assets
$
370

 
$
403

Other assets
93

 
109

Other long-term liabilities
10

 
3


In addition, the EIP BRE is a separate legal entity with its own separate creditors who will be entitled, prior to any liquidation of the EIP BRE, to be satisfied prior to any value in the EIP BRE becoming available to us. Accordingly, the assets of the EIP BRE may not be used to settle our general obligations and creditors of the EIP BRE have limited recourse to our general credit.

Sales of Receivables

The transfers of service receivables and EIP receivables to the non-consolidated entities are accounted for as sales of financial assets. Once identified for sale, the receivable is recorded at the lower of cost or fair value. Upon sale, we derecognize the net carrying amount of the receivables.

We recognize the cash proceeds received upon sale in Net cash provided by operating activities in our Condensed Consolidated Statements of Cash Flows . We recognize proceeds net of the deferred purchase price, consisting of a receivable from the purchasers that entitles us to certain collections on the receivables. We recognize the collection of the deferred purchase price in Net cash provided by investing activities in our Condensed Consolidated Statements of Cash Flows as Proceeds related to beneficial interests in securitization transactions.

The deferred purchase price represents a financial asset that is primarily tied to the creditworthiness of the customers and which can be settled in such a way that we may not recover substantially all of our recorded investment, due to default by the customers on the underlying receivables. We elected, at inception, to measure the deferred purchase price at fair value with changes in fair value included in Selling, general and administrative expense in our Condensed Consolidated Statements of Comprehensive Income . The fair value of the deferred purchase price is determined based on a discounted cash flow model which uses primarily unobservable inputs (Level 3 inputs), including customer default rates. As of March 31, 2018 and December 31, 2017 , our deferred purchase price related to the sales of service receivables and EIP receivables was $728 million and $745 million , respectively.

The following table summarizes the impacts of the sale of certain service receivables and EIP receivables in our Condensed Consolidated Balance Sheets :
(in millions)
March 31,
2018
 
December 31,
2017
Derecognized net service receivables and EIP receivables
$
2,663

 
$
2,725

Other current assets
636

 
639

of which, deferred purchase price
635

 
636

Other long-term assets
93

 
109

of which, deferred purchase price
93

 
109

Accounts payable and accrued liabilities

 
25

Other current liabilities
118

 
180

Other long-term liabilities
10

 
3

Net cash proceeds since inception
1,908

 
2,058

Of which:
 
 
 
Change in net cash proceeds during the year-to-date period
(150
)
 
28

Net cash proceeds funded by reinvested collections
2,058

 
2,030


We recognized losses from sales of receivables of $52 million and $95 million for the three months ended March 31, 2018 and 2017 , respectively. These losses from sales of receivables were recognized in Selling, general and administrative expense in our Condensed Consolidated Statements of Comprehensive Income . Losses from sales of receivables include adjustments to the receivables’ fair values and changes in fair value of the deferred purchase price.


19


Continuing Involvement

Pursuant to the sale arrangements described above, we have continuing involvement with the service receivables and EIP receivables we sell as we service the receivables and are required to repurchase certain receivables, including ineligible receivables, aged receivables and receivables where write-off is imminent. We continue to service the customers and their related receivables, including facilitating customer payment collection, in exchange for a monthly servicing fee. As the receivables are sold on a revolving basis, the customer payment collections on sold receivables may be reinvested in new receivable sales. While servicing the receivables, we apply the same policies and procedures to the sold receivables as we apply to our owned receivables, and we continue to maintain normal relationships with our customers. Pursuant to the EIP sale arrangement, under certain circumstances, we are required to deposit cash or replacement EIP receivables primarily for contracts terminated by customers under our JUMP! Program.

In addition, we have continuing involvement with the sold receivables as we may be responsible for absorbing additional credit losses pursuant to the sale arrangements. Our maximum exposure to loss related to the involvement with the service receivables and EIP receivables sold under the sale arrangements was $1.3 billion as of March 31, 2018 . The maximum exposure to loss, which is a required disclosure under GAAP, represents an estimated loss that would be incurred under severe, hypothetical circumstances whereby we would not receive the deferred purchase price portion of the contractual proceeds withheld by the purchasers and would also be required to repurchase the maximum amount of receivables pursuant to the sale arrangements without consideration for any recovery. As we believe the probability of these circumstances occurring is remote, the maximum exposure to loss is not an indication of our expected loss.

Note 6 - Goodwill

The changes in the carrying amount of goodwill for the three months ended March 31, 2018 , are as follows:
(in millions)
 
Historical goodwill
$
12,449

Accumulated impairment losses at December 31, 2017
(10,766
)
Balance as of December 31, 2017
1,683

Goodwill from acquisition of Layer3 TV
218

Balance as of March 31, 2018
$
1,901

Accumulated impairment losses at March 31, 2018
$
(10,766
)

On January 22, 2018, we completed our acquisition of television innovator Layer3 TV. This purchase was accounted for as a business combination resulting in $218 million in goodwill. Layer3 TV is a separate reporting unit and the acquired goodwill will be tested for impairment at this level. See Note 3 - Business Combinations for additional information.

Note 7 – Spectrum License Transactions

The following table summarizes our spectrum license activity for the three months ended March 31, 2018 :
(in millions)
Spectrum Licenses
Balance at December 31, 2017
$
35,366

Spectrum license acquisitions
125

Costs to clear spectrum
13

Balance at March 31, 2018
$
35,504


We had the following spectrum license transactions for the three months ended March 31, 2018 :

We recorded spectrum licenses received as part of our acquisition of the remaining equity interest in IWS at their estimated fair value of approximately $87 million . See Note 3 - Business Combinations for further information.
We closed on multiple spectrum purchase agreements in which we acquired total spectrum licenses of approximately $38 million for cash consideration. No gains or losses were recognized on the spectrum license purchases .


20


Note 8 – Fair Value Measurements

The carrying values of cash and cash equivalents, accounts receivable, accounts receivable from affiliates, accounts payable, and borrowings under our senior secured revolving credit facility with DT, our majority stockholder, approximate fair value due to the short-term maturities of these instruments.

Deferred Purchase Price Assets

In connection with the sales of certain service and EIP receivables pursuant to the sale arrangements, we have deferred purchase price assets measured at fair value that are based on a discounted cash flow model using unobservable Level 3 inputs, including customer default rates. See Note 5 – Sales of Certain Receivables for further information .

The carrying amounts and fair values of our assets measured at fair value on a recurring basis included in our Condensed Consolidated Balance Sheets were as follows:
 
Level within the Fair Value Hierarchy
 
March 31, 2018
 
December 31, 2017
(in millions)
 
Carrying Amount
 
Fair Value
 
Carrying Amount
 
Fair Value
Assets:
 
 
 
 
 
 
 
 
 
Deferred purchase price assets
3
 
$
728

 
$
728

 
$
745

 
$
745


Long-term Debt

The fair value of our Senior Notes to third parties was determined based on quoted market prices in active markets, and therefore was classified as Level 1 within the fair value hierarchy. The fair values of our Senior Notes to affiliates , Incremental Term Loan Facility to affiliates , and Senior Reset Notes to affiliates were determined based on a discounted cash flow approach using market interest rates of instruments with similar terms and maturities and an estimate for our standalone credit risk. Accordingly, our Senior Notes to affiliates , Incremental Term Loan Facility to affiliates , and Senior Reset Notes to affiliates were classified as Level 2 within the fair value hierarchy.

Although we have determined the estimated fair values using available market information and commonly accepted valuation methodologies, considerable judgment was required in interpreting market data to develop fair value estimates for the Senior Notes to affiliates , Incremental Term Loan Facility to affiliates , and Senior Reset Notes to affiliates . The fair value estimates were based on information available as of March 31, 2018 and December 31, 2017 . As such, our estimates are not necessarily indicative of the amount we could realize in a current market exchange.

The carrying amounts and fair values of our short-term and long-term debt included in our Condensed Consolidated Balance Sheets were as follows:
 
Level within the Fair Value Hierarchy
 
March 31, 2018
 
December 31, 2017
(in millions)
 
Carrying Amount
 
Fair Value
 
Carrying Amount
 
Fair Value
Liabilities:
 
 
 
 
 
 
 
 
 
Senior Notes to third parties
1
 
$
13,402

 
$
13,732

 
$
11,910

 
$
12,540

Senior Notes to affiliates
2
 
7,486

 
7,659

 
7,486

 
7,852

Incremental Term Loan Facility to affiliates
2
 
4,000

 
4,000

 
4,000

 
4,020

Senior Reset Notes to affiliates
2
 
3,100

 
3,223

 
3,100

 
3,260



21


Note 9 – Debt

The following table sets forth the debt balances and activity as of, and for the three months ended , March 31, 2018 :
(in millions)
December 31,
2017
 
Issuances and Borrowings (1)
 
Note Redemptions (1)
 
Repayments
 
Reclassifications (1)
 
Other (2)
 
March 31,
2018
Short-term debt
$
1,612

 
$

 
$
(999
)
 
$

 
$
2,425

 
$
282

 
$
3,320

Long-term debt
12,121

 
2,494

 

 

 
(2,425
)
 
(63
)
 
12,127

Total debt to third parties
13,733

 
2,494

 
(999
)
 

 

 
219

 
15,447

Short-term debt to affiliates

 
2,170

 

 
(1,725
)
 

 

 
445

Long-term debt to affiliates
14,586

 

 

 

 

 

 
14,586

Total debt
$
28,319

 
$
4,664

 
$
(999
)
 
$
(1,725
)
 
$

 
$
219

 
$
30,478

(1)
Issuances and borrowings, note redemptions, and reclassifications are recorded net of related issuance costs, discounts and premiums. Issuances and borrowings and repayments for Short-term debt to affiliates represent net outstanding borrowings and net repayments on our senior secured revolving credit facility.
(2)
Other includes: $246 million of issuances of short-term debt related to vendor financing arrangements, of which $237 million related to financing of property and equipment. During the three months ended March 31, 2018 , we did not have any repayments under the vendor financing arrangements. Vendor financing arrangements are included in Short-term debt within Total current liabilities in our Condensed Consolidated Balance Sheets. Other also includes capital leases and the amortization of discounts and premiums. Capital lease liabilities totaled $1.8 billion at both March 31, 2018 and December 31, 2017 .

Debt to Third Parties

Issuances and Borrowings

During the three months ended March 31, 2018 , we issued the following Senior Notes:
(in millions)
Principal Issuances
 
Issuance Costs
 
Net Proceeds from Issuance of Long-Term Debt
4.500% Senior Notes due 2026
$
1,000

 
$
2

 
$
998

4.750% Senior Notes due 2028
1,500

 
4

 
1,496

Total of Senior Notes issued
$
2,500

 
$
6

 
$
2,494


On January 25, 2018, T-Mobile USA, Inc. (“T-Mobile USA”) and certain of its affiliates, as guarantors, issued (i) $1.0 billion of public 4.500% Senior Notes due 2026 and (ii) $1.5 billion of public 4.750% Senior Notes due 2028. Issuance costs related to the public debt issuance totaled approximately $6 million .

Subsequent to March 31, 2018 , we used the net proceeds of $2.494 billion from the transaction to redeem our $1.75 billion of 6.625% Senior Notes due 2023, on April 1, 2018, and to redeem our $600 million of 6.836% Senior Notes due 2023 on April 28, 2018, as further discussed below, and for general corporate purposes, including the partial repayment of borrowings under our revolving credit facility with DT.

Notes Redemptions

During the three months ended March 31, 2018 , we made the following note redemption:
(in millions)
Principal Amount
 
Write-off of Premiums, Discounts and Issuance Costs (1)
 
Call Penalties  (1) (2)
 
Redemption
Date
 
Redemption Price
6.125% Senior Notes due 2022
$
1,000

 
$
1

 
$
31

 
January 15, 2018
 
103.063
%
(1)
Write-off of premiums, discounts, issuance costs and call penalties are included in Other income, net in our Condensed Consolidated Statements of Comprehensive Income . Write-off of premiums, discounts and issuance costs are included in Other, net within Net cash provided by operating activities in our Condensed Consolidated Statements of Cash Flows .
(2)
The call penalty is the excess paid over the principal amount. Call penalties are included within Net cash provided by financing activities in our Condensed Consolidated Statements of Cash Flows .

Prior to March 31, 2018, we delivered a notice of redemption on $1.75 billion aggregate principal amount of our 6.625% Senior Notes due 2023. The notes were redeemed on April 1, 2018 at a redemption price equal to 103.313% of the principal amount of the notes (plus accrued and unpaid interest thereon), payable on April 2, 2018. The redemption premium was

22


approximately $58 million , the write-off of issuance costs was less than $1 million , and the write-off of premiums was approximately $75 million . The outstanding principal amount was reclassified from Long-term debt to Short-term debt in our Condensed Consolidated Balance Sheets as of March 31, 2018 .

Prior to March 31, 2018, we delivered a notice of redemption on $600 million aggregate principal amount of our 6.836% Senior Notes due 2023. The notes were redeemed on April 28, 2018 at a redemption price equal to 103.418% of the principal amount of the notes (plus accrued and unpaid interest thereon), payable on April 30, 2018. The redemption premium was approximately $21 million and the write-off of issuance costs was less than $1 million . The outstanding principal amount was reclassified from Long-term debt to Short-term debt in our Condensed Consolidated Balance Sheets as of March 31, 2018 .

Debt to Affiliates

Issuances and Borrowings

On January 22, 2018, DT agreed to purchase (i) $1.0 billion in aggregate principal amount of 4.500% Senior Notes due 2026 and (ii) $1.5 billion in aggregate principal amount of 4.750% Senior Notes due 2028 directly from T-Mobile USA and certain of its affiliates, as guarantors, with no underwriting discount (the “DT Notes”). As of March 31, 2018 , there were no outstanding balances on the DT Notes.

Prior to March 31, 2018, we delivered a notice of redemption on (i) $1.25 billion in aggregate principal amount of 8.097% Senior Reset Notes due 2021 and (ii) $1.25 billion in aggregate principal amount of 8.195% Senior Reset Notes due 2022 (collectively, the “DT Senior Reset Notes”) held by DT. Subsequent to March 31, 2018 , through net settlement on April 30, 2018, we issued to DT a total of $2.5 billion in aggregate principal amount of DT Notes and redeemed the DT Senior Reset Notes. The 8.097% Senior Reset Notes due 2021 were redeemed on April 28, 2018 at a redemption price equal to 104.0485% of the principal amount of the notes (plus accrued and unpaid interest thereon), payable on April 30, 2018. The 8.195% Senior Reset Notes due 2022 were redeemed on April 28, 2018 at a redemption price equal to 104.0975% of the principal amount of the notes (plus accrued and unpaid interest thereon), payable on April 30, 2018. In connection with the net settlement, we paid DT $102 million in cash for the premium portion of the redemption price set forth in the indenture governing the DT Senior Reset Notes, plus accrued but unpaid interest on the DT Senior Reset Notes to, but not including, the exchange date.

Incremental Term Loan Facility

In March 2018, we amended the terms of the Incremental Term Loan Facility. Following this amendment, the applicable margin payable on LIBOR indexed loans is 1.50% under the $2.0 billion Incremental Term Loan Facility maturing on November 9, 2022 and 1.75% under the $2.0 billion Incremental Term Loan Facility maturing on January 31, 2024. The amendment also modified the Incremental Term Loan Facility to (i) include a soft-call prepayment premium of 1.00% of the outstanding principal amount of the loans under the Incremental Term Loan Facility payable to DT upon certain refinancings of such loans by us with lower priced debt prior to a date that is six months after March 29, 2018 and (ii) update certain covenants and other provisions to make them substantially consistent, subject to certain additional carve outs, with our most recently publicly issued notes. No issuance fees were incurred related to this debt agreement for the three months ended March 31, 2018 .

Revolving Credit Facility

In January 2018, we utilized proceeds under our revolving credit facility with DT to redeem $1.0 billion in aggregate principal amount of our 6.125% Senior Notes due 2022 and for general corporate purposes. On January 29, 2018, the proceeds utilized under our revolving credit facility with DT were repaid. The proceeds and borrowings from the revolving credit facility are presented in Proceeds from borrowing on revolving credit facility and Repayments of revolving credit facility within Net cash provided by financing activities in our Condensed Consolidated Statements of Cash Flows . As of March 31, 2018 , there was $445 million in outstanding borrowings under the revolving credit facility. As of December 31, 2017 , there were no outstanding borrowings under the revolving credit facility.

In March 2018, we amended the terms of (a) our Secured Revolving Credit Facility and (b) our Unsecured Revolving Credit Facility. Following these amendments, (i) the range of applicable margin payable under the Secured Revolving Credit Facility is 1.05% to 1.80% , (ii) the range of the applicable margin payable under the Unsecured Revolving Credit Facility is 2.05% to 3.05% , (iii) the range of the undrawn commitment fee applicable to the Secured Revolving Credit Facility is 0.25% to 0.45% , (iv) the range of the undrawn commitment fee applicable to the Unsecured Revolving Credit Facility is 0.20% to 0.575% and (v) the maturity date of the revolving credit facility with DT is December 29, 2020. The amendments also modify the facility to

23


update certain covenants and other provisions to make them substantially consistent, subject to certain additional carve outs, with our most recently publicly issued notes.

Note 10 - Revenue from Contracts with Customers

Disaggregation of revenue

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

Branded postpaid customers generally include customers that are qualified to pay after receiving wireless communication services utilizing phones, mobile broadband devices (including tablets), DIGITS or other devices;
Branded prepaid customers generally include customers who pay for wireless communication services in advance. Our branded prepaid customers include customers of T-Mobile and MetroPCS; and
Wholesale customers include Machine-to-Machine (“M2M”) and Mobile Virtual Network Operator (“MVNO”) customers that operate on our network, but are managed by wholesale partners.

Branded postpaid service revenues include branded postpaid phone revenues and branded postpaid other revenues, which were $4.8 billion and $259 million , respectively, for the three months ended March 31, 2018 and $4.5 billion and $225 million , respectively, for the three months ended March 31, 2017 .

We operate as a single operating segment. The balances presented within each revenue line item in our Condensed Consolidated Statements of Comprehensive Income represent categories of revenue from contracts with customers disaggregated by type of product and service. Service revenues also include revenues earned for providing value added services to customers, such as handset insurance services. Revenue generated from the lease of mobile communication devices and accessories is included within Equipment revenues in our Condensed Consolidated Statements of Comprehensive Income . For the three months ended March 31, 2018 , and 2017 , we recorded approximately $171 million and $324 million , respectively, of Equipment revenues from the lease of mobile communication devices and accessories.

Contract balances

The opening and closing balances of T-Mobile’s contract asset, contract liability and receivables balances from contracts with customers for the three months ended March 31, 2018 are as follows:
(in millions)
Contract Assets Included in Other Current Assets
 
Contract Liabilities Included in Deferred Revenue
Balance as of January 1, 2018
$
140

 
$
718

Balance as of March 31, 2018
104

 
718

Change
(36
)
 


Contract assets primarily represent revenue recognized for equipment sales with promotional bill credits offered to customers that are paid over time and are contingent on the customer maintaining a service contract. The change in the contract asset balance includes customer activity related to new promotions, customers that churn and forfeit their bill credits and impairment of bill credits which are recognized as bad debt expense.

Contract liabilities are recorded when fees are collected or we have an unconditional right to consideration (a receivable) in advance of delivery of goods or services. The change in contract liabilities is related to customer activity associated with our prepaid plans including the receipt of cash payments and the satisfaction of our performance obligations.

Revenues for the three months ended March 31, 2018 , include the following:
 
Three Months Ended March 31,
(in millions)
2018
Amounts included in the beginning of period contract liability balance
$
528

Amounts associated with performance obligations satisfied in previous periods



24


Remaining performance obligations

As of March 31, 2018 , the aggregate amount of the transaction price allocated to remaining service performance obligations for branded postpaid contracts is $694 million . We expect to recognize this revenue as service is provided over the next 12 months .

Certain of our wholesale, roaming and other service contracts include variable consideration based on usage. This variable consideration has been excluded from the disclosure of remaining performance obligations. As of March 31, 2018 , the aggregate amount of the guaranteed minimum consideration allocated to remaining service performance obligations for wholesale, roaming and other service contracts is $879 million , $1.1 billion and $901 million for 2018 , 2019 and 2020 and beyond, respectively. These contracts have a remaining duration of less than one year to six years .

Information about remaining performance obligations that are part of a contract that has an original expected duration of one year or less have been excluded from the above, which primarily consists of monthly service contracts. The aggregate amount of the transaction price allocated to remaining service performance obligations includes the estimated amount to be invoiced to the customer.

Contract costs

Deferred contract cost balances at March 31, 2018 were as follows:
(in millions)
At March 31, 2018
Total deferred incremental costs to obtain contracts
$
290


Deferred contract costs incurred to obtain postpaid service contracts have an average amortization period of approximately 24 months . The amortization period is monitored every period to reflect any significant change in assumptions. Amortization of deferred costs was $35 million for the three months ended March 31, 2018 .

The deferred contract cost asset is assessed for impairment on a periodic basis. There were no impairment losses recognized on deferred contract cost assets for the three months ended March 31, 2018 .

Note 11 – Repurchases of Common Stock

2017 Stock Repurchase Program

On December 6, 2017, our Board of Directors authorized a stock repurchase program for up to $1.5 billion of our common stock through December 31, 2018 (the “2017 Stock Repurchase Program”). During the three months ended March 31, 2018 , we repurchased a total of 10.5 million shares of our common stock for $666 million . From the inception of the 2017 Stock Repurchase Program through April 27, 2018, we repurchased 23.7 million shares of our common stock at an average price per share of $63.07 for a total purchase price of $1.5 billion . Repurchased shares are retired.

For the three months ended March 31, 2018 , DT, our majority stockholder and an affiliated purchaser, purchased 3.3 million additional shares of our common stock at an aggregate market value of $200 million in the public market or from other parties, in accordance with the rules of the SEC and other applicable legal requirements. We do not receive proceeds from these purchases.

2018 Stock Repurchase Program

On April 27, 2018, our Board of Directors authorized an increase in the total stock repurchase program to $9.0 billion , consisting of the $1.5 billion in repurchases previously completed and for up to an additional $7.5 billion  of repurchases of our common stock, allocated as up to $500 million of shares of common stock through December 31, 2018, up to $3.0 billion of shares of common stock for the year ending December 31, 2019 and up to $4.0 billion of shares of common stock for the year ending December 31, 2020, with any authorized but unutilized repurchase capacity for any of the foregoing periods increasing the authorized repurchase capacity for the succeeding period by the amount of such unutilized repurchase capacity. The additional $7.5 billion repurchase authorization is contingent upon the termination of the Business Combination Agreement with Sprint (the “Business Combination Agreement”) and the abandonment of the transactions contemplated under the agreement.


25


Under the repurchase program, repurchases can be made from time to time using a variety of methods, which may include open market purchases, privately negotiated transactions or otherwise, all in accordance with the rules of the Securities and Exchange Commission and other applicable legal requirements. The specific timing, price and size of purchases will depend on prevailing stock prices, general economic and market conditions, and other considerations. The repurchase program does not obligate us to acquire any particular amount of common stock, and the repurchase program may be suspended or discontinued at any time at our discretion. Repurchased shares are retired.

Note 12 – Earnings Per Share

The computation of basic and diluted earnings per share was as follows:
 
Three Months Ended March 31,
(in millions, except shares and per share amounts)
2018
 
2017
Net income
$
671

 
$
698

Less: Dividends on mandatory convertible preferred stock

 
(14
)
Net income attributable to common stockholders - basic
671

 
684

Add: Dividends related to mandatory convertible preferred stock

 
14

Net income attributable to common stockholders - diluted
$
671

 
$
698

 
 
 
 
Weighted average shares outstanding - basic
855,222,664

 
827,723,034

Effect of dilutive securities:
 
 
 
Outstanding stock options and unvested stock awards
7,021,420

 
9,434,950

Mandatory convertible preferred stock

 
32,238,000

Weighted average shares outstanding - diluted
862,244,084

 
869,395,984

 
 
 
 
Earnings per share - basic
$
0.78

 
$
0.83

Earnings per share - diluted
$
0.78

 
$
0.80

 
 
 
 
Potentially dilutive securities:
 
 
 
Outstanding stock options and unvested stock awards
67,580

 
9,993


As of March 31, 2018 , we had authorized 100 million shares of 5.50% mandatory convertible preferred stock series A, with a par value of $0.00001 per share. There were no preferred shares outstanding as of  March 31, 2018

On December 15, 2017, 20 million shares of our preferred stock converted to approximately 32 million shares of our common stock at a conversion rate of 1.6119 shares of common stock for each share of previously outstanding preferred stock and certain cash-in-lieu of fractional shares.

Potentially dilutive securities were not included in the computation of diluted earnings per share if to do so would have been anti-dilutive.

Note 13 – Commitments and Contingencies

Commitments

Operating Leases

In February 2018, we extended the leases related to our corporate headquarters facility. These agreements, increased our minimum lease payments by approximately $400 million in the aggregate.

In February 2018, we amended an agreement related to the lease of certain wireless communication tower sites. This agreement increased our minimum lease payments by approximately $385 million in the aggregate.

Contingencies and Litigation

We are involved in various lawsuits, claims, government agency investigations and enforcement actions, and other proceedings (“Litigation Matters”) that arise in the ordinary course of business, which include claims of patent infringement (most of which

26


are asserted by non-practicing entities primarily seeking monetary damages), class actions, and proceedings to enforce Federal Communications Commission (“FCC”) rules and regulations. The Litigation Matters described above have progressed to various stages and some of them may proceed to trial, arbitration, hearing or other adjudication that could result in fines, penalties, or awards of monetary or injunctive relief in the coming 12 months, if they are not otherwise resolved. We have established an accrual with respect to certain of these matters, where appropriate, which is reflected in the condensed consolidated financial statements but that we do not consider, individually or in the aggregate, material. An accrual is established when we believe it is both probable that a loss has been incurred and an amount can be reasonably estimated. For other matters, where we have not determined that a loss is probable or because the amount of loss cannot be reasonably estimated, we have not recorded an accrual due to various factors typical in contested proceedings, including but not limited to: uncertainty concerning legal theories and their resolution by courts or regulators; uncertain damage theories and demands; and a less than fully developed factual record. While we do not expect that the ultimate resolution of these proceedings, individually or in the aggregate, will have a material adverse effect on our financial position, an unfavorable outcome of some or all of these proceedings could have a material adverse impact on results of operations or cash flows for a particular period. This assessment is based on our current understanding of relevant facts and circumstances. As such, our view of these matters is subject to inherent uncertainties and may change in the future.

Note 14 – Subsequent Events

Note Redemptions

In April 2018, we redeemed $1.75 billion of 6.625% Senior Notes due 2023 and $600 million of 6.836% Senior Notes due 2023. Additionally, through net settlement in April 2018, we issued to DT a total of $2.5 billion in aggregate principal amount of DT Notes and redeemed $1.25 billion in aggregate principal amount of 8.097% Senior Reset Notes due 2021 and $1.25 billion in aggregate principal amount of 8.195% Senior Reset Notes due 2022 held by DT. See Note 9 - Debt for further information.

Repurchases of Common Stock

We made common stock repurchases through April 27, 2018, under the stock repurchase program authorized by our Board of Directors on December 6, 2017.

On April 27, 2018, our Board of Directors authorized an increase in the total stock repurchase program to $9.0 billion , consisting of the $1.5 billion in repurchases previously authorized and for up to an additional $7.5 billion  of our common stock.

See Note 11- Repurchases of Common Stock for further information.

Business Combination Agreement

On April 29, 2018, we entered into a Business Combination Agreement with Sprint Corporation (“Sprint”), Huron Merger Sub LLC (“T-Mobile Merger Company”), Superior Merger Sub Corporation (“Merger Sub”), Starburst I, Inc., (“Starburst”), Galaxy Investment Holdings, Inc., (“Galaxy,” and together with Starburst, the “SoftBank US HoldCos”) and for the limited purposes set forth therein, DT, Deutsche Telekom Holding B.V. (“DT Holding”), and SoftBank Group Corp. (“SoftBank”).

Pursuant to the Business Combination Agreement and upon the terms and subject to the conditions described therein, the SoftBank US HoldCos will merge with and into T-Mobile Merger Company, with T-Mobile Merger Company continuing as the surviving entity and our wholly owned subsidiary (the “HoldCo Mergers”). Immediately following the HoldCo Mergers, Merger Sub will merge with and into Sprint, with Sprint continuing as the surviving corporation and our wholly owned indirect subsidiary (the “Merger” and, together with the HoldCo Mergers, the “Merger Transactions”). Pursuant to the Business Combination Agreement, (i) at the effective time of the HoldCo Mergers, all the issued and outstanding shares of common stock of Galaxy and Starburst held by SoftBank Group Capital Limited, a wholly owned subsidiary of SoftBank and the sole stockholder of Galaxy and Starburst (“Softbank UK”), will be converted such that SoftBank UK will receive an aggregate number of shares of our common stock equal to the product of (x) 0.10256 (the “Exchange Ratio”) and (y) the aggregate number of shares of common stock of Sprint (“Sprint Common Stock”), held by the SoftBank US HoldCos, collectively, immediately prior to the effective time of the HoldCo Mergers, and (ii) at the effective time of the Merger, each share of Sprint Common Stock issued and outstanding immediately prior to the effective time of the Merger (other than shares of Sprint Common Stock that were held by the SoftBank US HoldCos or are held by Sprint as treasury stock) will be converted into the right to receive a number of shares of our common stock equal to the Exchange Ratio. SoftBank and its affiliates will receive the same amount of our common stock per share of Sprint Common Stock as all other Sprint stockholders. Immediately following the Merger Transactions, DT and SoftBank are expected to hold approximately 42% and 27% of the fully diluted

27


shares of the combined company, respectively, with the remaining approximately 31% of the fully-diluted shares of the combined company held by public stockholders.

The consummation of the Merger Transactions and the other transactions contemplated by the Business Combination Agreement (collectively, the “Transactions”) is subject to obtaining the consent of the holders of a majority of the outstanding shares of Sprint Common Stock in favor of the adoption of the Business Combination Agreement (the “Sprint Stockholder Approval”). Subsequent to the execution of the Business Combination Agreement, SoftBank entered into a support agreement (the “SoftBank Support Agreement”), pursuant to which it has agreed to cause SoftBank UK, Galaxy and Starburst to deliver a written consent in favor of the adoption of the Business Combination Agreement, which will constitute receipt by Sprint of the Sprint Stockholder Approval. As of April 25, 2018, SoftBank beneficially owned approximately 84.8% of Sprint Common Stock outstanding. Under the terms of the SoftBank Support Agreement, SoftBank and its affiliates are generally prohibited from transferring ownership of Sprint Common Stock prior to the earlier of the consummation of the Merger and the termination of the Business Combination Agreement in accordance with its terms. The consummation of the Transactions is also subject to obtaining the consent of the holders of a majority of the outstanding shares of our common stock in favor of the issuance of our common stock in the Merger Transactions (the “T-Mobile Stock Issuance Approval”) and in favor of the amendment and restatement of our certificate of incorporation (the “T-Mobile Charter Amendment”) (collectively, the “T-Mobile Stockholder Approval”). Subsequent to the execution of the Business Combination Agreement, DT entered into a support agreement (the “DT Support Agreement”), pursuant to which it has agreed to deliver a written consent in favor of the T-Mobile Stock Issuance Approval and the T-Mobile Charter Amendment, which will constitute receipt by T-Mobile of the T-Mobile Stockholder Approval. As of April 25, 2018, DT beneficially owned approximately 63.5% of our outstanding common stock. Under the terms of the DT Support Agreement, DT and its affiliates are generally prohibited from transferring ownership of our common stock prior to the earlier of the consummation of the Merger and the termination of the Business Combination Agreement in accordance with its terms.

The consummation of the Transactions is also subject to the satisfaction or waiver, if legally permitted, of certain other conditions, including, among other things, (i) the accuracy of representations and warranties and performance of covenants of the parties, (ii) the effectiveness of the registration statement for the shares of our common stock to be issued in the Merger Transactions, and the approval of the listing of such shares on the NASDAQ Global Select Market (“NASDAQ”), (iii) receipt of certain regulatory approvals, including approvals of the Federal Communications Commission, applicable state public utility commissions and expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and favorable completion of review by the Committee on Foreign Investments in the United States, (iv) specified minimum credit ratings for the combined company on the closing date of the Merger Transaction (after giving effect to the Merger) from at least two of the three credit rating agencies, subject to certain qualifications and (v) no material adverse effect with respect to Sprint or us since the date of the Business Combination Agreement.

The Business Combination Agreement contains representations and warranties and covenants customary for a transaction of this nature. Sprint and SoftBank, and we and DT, are each subject to restrictions on the ability to solicit alternative acquisition proposals and to provide information to, and engage in discussion with, third parties regarding such proposals, except under limited circumstances to permit Sprint’s and our boards of directors to comply with fiduciary duties. Subject to certain exceptions, each of the parties to the Business Combination Agreement has agreed to use its reasonable best efforts to take or cause to be taken actions necessary to consummate the Transactions, including with respect to obtaining required government approvals. The Business Combination Agreement also contains certain termination rights for both Sprint and us. If we terminate the Business Combination Agreement in connection with a failure to satisfy the closing condition related to the specified minimum credit ratings noted above, then in certain circumstances, we may be required to pay Sprint $600 million .

Pursuant to the terms of the Business Combination Agreement, we, SoftBank and DT will also enter into an amended and restated stockholders’ agreement (the “Stockholders Agreement”), which will become effective upon the closing of the Transactions and will provide that the board of directors of the combined company will consist of fourteen members, comprising nine directors designated by DT (of which at least two will be independent), four directors designated by SoftBank (of which at least two will be independent), and the combined company’s chief executive officer. The Stockholders Agreement will also set forth certain consent rights for each of SoftBank and DT over certain material transactions of the combined company and will contain a non-compete which will apply to SoftBank, DT and their respective affiliates, subject to certain exceptions, until such time as SoftBank’s or DT’s ownership in the combined company has been reduced below an agreed threshold.

In addition, pursuant to the terms of the Business Combination Agreement, SoftBank and DT will enter into a proxy, lock-up and right of first refusal agreement (the “PLR Agreement”), which will become effective upon the closing of the Transactions, and which will set forth certain rights and obligations in respect to the shares of our common stock owned by each of SoftBank, DT and their respective affiliates to enable DT to consolidate us into DT’s financial statements following the consummation of

28


the Transactions. Among other terms, these rights and obligations will require SoftBank to agree to vote its shares of our common stock as directed by DT and will restrict SoftBank from transferring its shares of our common stock in a manner that would prevent DT from consolidating us into DT’s financial statements following the consummation of the Transactions, subject in each case to certain exceptions set forth in the PLR Agreement. In addition, the PLR Agreement will impose certain restrictions on SoftBank’s and DT’s ability to transfer their shares of our common stock in the four year period following the closing of the Transactions and will provide each of SoftBank and DT with a right of first refusal with respect to proposed transfers of shares of our common stock by the other party, subject in each case to certain exceptions and limitations set forth in the PLR Agreement. As a result of the PLR Agreement, we are expected to continue to be a “Controlled Company” for purposes of NASDAQ rules following consummation of the Merger, which provides us with exemptions from certain corporate governance requirements under the NASDAQ rules.

Commitment Letter

In connection with entry into the Business Combination Agreement, T-Mobile USA entered into a commitment letter, dated as of April 29, 2018 (the “Commitment Letter”), with Barclays Bank PLC, Credit Suisse AG, Deutsche Bank AG, Goldman Sachs Bank USA, Morgan Stanley Senior Funding, Inc., RBC Capital Markets, and certain of their affiliates (collectively, the “Commitment Parties”), pursuant to which, subject to the terms and conditions set forth therein, certain of the Commitment Parties have committed to provide up to $38.0 billion in secured and unsecured debt financing, including a $4.0 billion secured revolving credit facility, a $7.0 billion secured term loan facility, a $19.0 billion secured bridge loan facility and an $8.0 billion unsecured bridge loan facility. The funding of the debt facilities provided for in the Commitment Letter is subject to the satisfaction of the conditions set forth therein, including consummation of the proposed merger with Sprint. The proceeds of the debt financing provided for in the Commitment Letter will be used to refinance certain existing debt of us, Sprint and our and Sprint’s respective subsidiaries and for post-closing working capital needs of the combined company.

Financing Matters Agreement

In connection with the entry into the Business Combination Agreement, DT and T-Mobile USA entered into a Financing Matters Agreement, dated as of April 29, 2018 (the “Financing Matters Agreement”). Pursuant to the Financing Matters Agreement, DT agreed, among other things, to consent to the incurrence by T-Mobile USA of secured debt in connection with and after the consummation of the Merger, and to provide a lock up on sales thereby as to certain senior notes of T-Mobile USA held thereby. In addition, T-Mobile USA agreed, among other things, to repay and terminate, upon closing of the Merger, the existing credit facilities of T-Mobile USA which are provided by DT, as well as $2.0 billion of T-Mobile USA’s 5.300% senior notes due 2021 and $2.0 billion of T-Mobile USA’s 6.000% senior notes due 2024. In addition, T-Mobile USA and DT agreed, upon closing of the Merger, to amend the $1.25 billion of T-Mobile USA’s 5.125% senior notes due 2025 and $1.25 billion of T-Mobile USA’s 5.375% senior notes due 2027 to change the maturity dates thereof to April 15, 2021 and April 15, 2022, respectively.

Note 15 – Guarantor Financial Information

Pursuant to the applicable indentures and supplemental indentures, the long-term debt to affiliates and third parties issued by T-Mobile USA (“Issuer”) is fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by T-Mobile (“Parent”) and certain of the Issuer’s 100% owned subsidiaries (“Guarantor Subsidiaries”).

In January 2018, T-Mobile USA and certain of its affiliates, as guarantors, issued (i) $1.0 billion of public 4.500% Senior Notes due 2026 and (ii) $1.5 billion of public 4.750% Senior Notes due 2028.

In April 2018, T-Mobile USA and certain of its affiliates, as guarantors, issued (i) $1.0 billion in aggregate principal amount of 4.500% Senior Notes due 2026 and (ii) $1.5 billion in aggregate principal amount of 4.750% Senior Notes due 2028. Additionally, T-Mobile USA and certain of its affiliates, as guarantors, redeemed through net settlement, (i) the $1.25 billion in aggregate principal amount of 8.097% Senior Reset Notes due 2021 and (ii) $1.25 billion in aggregate principal amount of 8.195% Senior Reset Notes due 2022.

See Note 9 - Debt for further information.

The guarantees of the Guarantor Subsidiaries are subject to release in limited circumstances only upon the occurrence of certain customary conditions. The indentures and credit facilities governing the long-term debt contain covenants that, among other things, limit the ability of the Issuer and the Guarantor Subsidiaries to: incur more debt; pay dividends and make distributions; make certain investments; repurchase stock; create liens or other encumbrances; enter into transactions with affiliates; enter into transactions that restrict dividends or distributions from subsidiaries; and merge, consolidate, or sell, or otherwise dispose

29


of, substantially all of their assets. Certain provisions of each of the credit facilities, indentures and supplemental indentures relating to the long-term debt restrict the ability of the Issuer to loan funds or make payments to Parent. However, the Issuer and Guarantor Subsidiaries are allowed to make certain permitted payments to the Parent under the terms of the indentures and the supplemental indentures.

During the preparation of the condensed consolidating financial information of T-Mobile US, Inc. and Subsidiaries for the year ended December 31, 2017, it was determined that certain intercompany advances were misclassified in Net cash provided by (used in) operating activities and Net cash provided by (used in) financing activities in the Condensed Consolidating Statement of Cash Flows Information for the three months ended March 31, 2017 , as filed in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2017. We have revised the Issuer, Guarantor Subsidiaries and Non-Guarantor Subsidiaries columns of the Condensed Consolidating Statement of Cash Flows Information to reclassify Intercompany advances, net from Net cash provided by (used in) operating activities to Net cash provided by (used in) financing activities. The impacts to the Issuer, Guarantor Subsidiaries and Non-Guarantor Subsidiaries columns for the three months ended March 31, 2017 were $5.0 billion , $5.0 billion and $11 million , respectively. The revisions, which we have determined are not material, are eliminated upon consolidation and have no impact on our Condensed Consolidating Statement of Cash Flows Information .

Presented below is the condensed consolidating financial information as of March 31, 2018 and December 31, 2017 , and for the three months ended March 31, 2018 and 2017 .


30


Condensed Consolidating Balance Sheet Information
March 31, 2018
(in millions)
Parent
 
Issuer
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Consolidating and Eliminating Adjustments
 
Consolidated
Assets
 
 
 
 
 
 
 
 
 
 
 
Current assets
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
1

 
$
1

 
$
2,395

 
$
130

 
$

 
$
2,527

Accounts receivable, net

 

 
1,469

 
220

 

 
1,689

Equipment installment plan receivables, net

 

 
2,281

 

 

 
2,281

Accounts receivable from affiliates

 
5

 
13

 

 
(5
)
 
13

Inventories

 

 
1,311

 

 

 
1,311

Other current assets

 

 
1,144

 
644

 

 
1,788

Total current assets
1

 
6

 
8,613

 
994

 
(5
)
 
9,609

Property and equipment, net (1)

 

 
22,008

 
300

 

 
22,308

Goodwill

 

 
1,683

 
218

 

 
1,901

Spectrum licenses

 

 
35,504

 

 

 
35,504

Other intangible assets, net

 

 
194

 
97

 

 
291

Investments in subsidiaries, net
23,426

 
42,581

 

 

 
(66,007
)
 

Intercompany receivables and note receivables

 
10,039

 

 

 
(10,039
)
 

Equipment installment plan receivables due after one year, net

 

 
1,234

 

 

 
1,234

Other assets

 
3

 
1,074

 
225

 
(145
)
 
1,157

Total assets
$
23,427

 
$
52,629

 
$
70,310

 
$
1,834

 
$
(76,196
)
 
$
72,004

Liabilities and Stockholders' Equity
 
 
 
 
 
 
 
 
 
 
 
Current liabilities
 
 
 
 
 
 
 
 
 
 
 
Accounts payable and accrued liabilities
$

 
$
211

 
$
6,679

 
$
267

 
$

 
$
7,157

Payables to affiliates

 
256

 
35

 

 

 
291

Short-term debt

 
2,670

 
648

 
2

 

 
3,320

Short-term debt to affiliates

 
445

 
5

 

 
(5
)
 
445

Deferred revenue

 

 
791

 

 

 
791

Other current liabilities
17

 
18

 
176

 
142

 

 
353

Total current liabilities
17

 
3,600

 
8,334

 
411

 
(5
)
 
12,357

Long-term debt

 
10,978

 
1,149

 

 

 
12,127

Long-term debt to affiliates

 
14,586

 

 

 

 
14,586

Tower obligations (1)

 

 
391

 
2,191

 

 
2,582

Deferred tax liabilities

 

 
3,958

 

 
(145
)
 
3,813

Deferred rent expense

 

 
2,730

 

 

 
2,730

Negative carrying value of subsidiaries, net

 

 
590

 

 
(590
)
 

Intercompany payables and debt
534

 

 
9,244

 
261

 
(10,039
)
 

Other long-term liabilities

 
39

 
884

 
10

 

 
933

Total long-term liabilities
534

 
25,603

 
18,946

 
2,462

 
(10,774
)
 
36,771

Total stockholders' equity (deficit)
22,876

 
23,426

 
43,030

 
(1,039
)
 
(65,417
)
 
22,876

Total liabilities and stockholders' equity
$
23,427

 
$
52,629

 
$
70,310

 
$
1,834

 
$
(76,196
)
 
$
72,004

(1)
Assets and liabilities for Non-Guarantor Subsidiaries are primarily included in VIEs related to the 2012 Tower Transaction. See Note 8 – Tower Obligations included in our Annual Report on Form 10-K for the year ended December 31, 2017 for further information.


31


Condensed Consolidating Balance Sheet Information
December 31, 2017
(in millions)
Parent
 
Issuer
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Consolidating and Eliminating Adjustments
 
Consolidated
Assets
 
 
 
 
 
 
 
 
 
 
 
Current assets
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
74

 
$
1

 
$
1,086

 
$
58

 
$

 
$
1,219

Accounts receivable, net

 

 
1,659

 
256

 

 
1,915

Equipment installment plan receivables, net

 

 
2,290

 

 

 
2,290

Accounts receivable from affiliates

 

 
22

 

 

 
22

Inventories

 

 
1,566

 

 

 
1,566

Other current assets

 

 
1,275

 
628

 

 
1,903

Total current assets
74

 
1

 
7,898

 
942

 

 
8,915

Property and equipment, net (1)

 

 
21,890

 
306

 

 
22,196

Goodwill

 

 
1,683

 

 

 
1,683

Spectrum licenses

 

 
35,366

 

 

 
35,366

Other intangible assets, net

 

 
217

 

 

 
217

Investments in subsidiaries, net
22,534

 
40,988

 

 

 
(63,522
)
 

Intercompany receivables and note receivables

 
8,503

 

 

 
(8,503
)
 

Equipment installment plan receivables due after one year, net

 

 
1,274

 

 

 
1,274

Other assets

 
2

 
814

 
236

 
(140
)
 
912

Total assets
$
22,608

 
$
49,494

 
$
69,142

 
$
1,484

 
$
(72,165
)
 
$
70,563

Liabilities and Stockholders' Equity
 
 
 
 
 
 
 
 
 
 
 
Current liabilities
 
 
 
 
 
 
 
 
 
 
 
Accounts payable and accrued liabilities
$

 
$
253

 
$
8,014

 
$
261

 
$

 
$
8,528

Payables to affiliates

 
146

 
36

 

 

 
182

Short-term debt

 
999

 
613

 

 

 
1,612

Deferred revenue

 

 
779

 

 

 
779

Other current liabilities
17

 

 
192

 
205

 

 
414

Total current liabilities
17

 
1,398

 
9,634

 
466

 

 
11,515

Long-term debt

 
10,911

 
1,210

 

 

 
12,121

Long-term debt to affiliates

 
14,586

 

 

 

 
14,586

Tower obligations (1)

 

 
392

 
2,198

 

 
2,590

Deferred tax liabilities

 

 
3,677

 

 
(140
)
 
3,537

Deferred rent expense

 

 
2,720

 

 

 
2,720

Negative carrying value of subsidiaries, net

 

 
629

 

 
(629
)
 

Intercompany payables and debt
32

 

 
8,201

 
270

 
(8,503
)
 

Other long-term liabilities

 
65

 
866

 
4

 

 
935

Total long-term liabilities
32

 
25,562

 
17,695

 
2,472

 
(9,272
)
 
36,489

Total stockholders' equity (deficit)
22,559

 
22,534

 
41,813

 
(1,454
)
 
(62,893
)
 
22,559

Total liabilities and stockholders' equity
$
22,608

 
$
49,494

 
$
69,142

 
$
1,484

 
$
(72,165
)
 
$
70,563

(1)
Assets and liabilities for Non-Guarantor Subsidiaries are primarily included in VIEs related to the 2012 Tower Transaction. See Note 8 – Tower Obligations included in our Annual Report on Form 10-K for the year ended December 31, 2017, for further information.


32


Condensed Consolidating Statement of Comprehensive Income Information
Three Months Ended March 31, 2018
(in millions)
Parent
 
Issuer
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Consolidating and Eliminating Adjustments
 
Consolidated
Revenues
 
 
 
 
 
 
 
 
 
 
 
Service revenues
$

 
$

 
$
7,487

 
$
540

 
$
(221
)
 
$
7,806

Equipment revenues

 

 
2,407

 

 
(54
)
 
2,353

Other revenues

 
1

 
249

 
55

 
(9
)
 
296

Total revenues

 
1

 
10,143

 
595

 
(284
)
 
10,455

Operating expenses
 
 
 
 
 
 
 
 
 
 
 
Cost of services, exclusive of depreciation and amortization shown separately below

 

 
1,580

 
9

 

 
1,589

Cost of equipment sales

 

 
2,664

 
236

 
(55
)
 
2,845

Selling, general and administrative

 

 
3,157

 
236

 
(229
)
 
3,164

Depreciation and amortization

 

 
1,554

 
21

 

 
1,575

Total operating expense

 

 
8,955

 
502

 
(284
)
 
9,173

Operating income

 
1

 
1,188

 
93

 

 
1,282

Other income (expense)
 
 
 
 
 
 
 
 
 
 
 
Interest expense

 
(174
)
 
(29
)
 
(48
)
 

 
(251
)
Interest expense to affiliates

 
(166
)
 
(5
)
 

 
5

 
(166
)
Interest income

 
6

 
5

 

 
(5
)
 
6

Other (expense) income, net

 
(32
)
 
42

 

 

 
10

Total other (expense) income, net

 
(366
)
 
13

 
(48
)
 

 
(401
)
Income (loss) before income taxes

 
(365
)
 
1,201

 
45

 

 
881

Income tax expense

 

 
(199
)
 
(11
)
 

 
(210
)
Earnings (loss) of subsidiaries
671

 
1,036

 
(6
)
 

 
(1,701
)
 

Net income
671

 
671

 
996

 
34

 
(1,701
)
 
671

 
 
 
 
 
 
 
 
 
 
 
 
Net Income
$
671

 
$
671

 
$
996

 
$
34

 
$
(1,701
)
 
$
671

Other comprehensive loss, net of tax
 
 
 
 
 
 
 
 
 
 
 
Other comprehensive loss, net of tax
(3
)
 
(3
)
 
(3
)
 

 
6

 
(3
)
Total comprehensive income
$
668

 
$
668

 
$
993

 
$
34

 
$
(1,695
)
 
$
668



33


Condensed Consolidating Statement of Comprehensive Income Information
Three Months Ended March 31, 2017
(in millions)
Parent
 
Issuer
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Consolidating and Eliminating Adjustments
 
Consolidated
Revenues
 
 
 
 
 
 
 
 
 
 
 
Service revenues
$

 
$

 
$
7,018

 
$
525

 
$
(214
)
 
$
7,329

Equipment revenues

 

 
2,143

 

 
(100
)
 
2,043

Other revenues

 

 
194

 
52

 
(5
)
 
241

Total revenues

 

 
9,355

 
577

 
(319
)
 
9,613

Operating expenses
 
 
 
 
 
 
 
 
 
 
 
Cost of services, exclusive of depreciation and amortization shown separately below

 

 
1,402

 
6

 

 
1,408

Cost of equipment sales

 

 
2,540

 
246

 
(100
)
 
2,686

Selling, general and administrative

 

 
2,928

 
246

 
(219
)
 
2,955

Depreciation and amortization

 

 
1,546

 
18

 

 
1,564

Gains on disposal of spectrum licenses

 

 
(37
)
 

 

 
(37
)
Total operating expenses

 

 
8,379

 
516

 
(319
)
 
8,576

Operating income

 

 
976

 
61

 

 
1,037

Other income (expense)
 
 
 
 
 
 
 
 
 
 
 
Interest expense

 
(264
)
 
(27
)
 
(48
)
 

 
(339
)
Interest expense to affiliates

 
(99
)
 
(7
)
 

 
6

 
(100
)
Interest income

 
9

 
4

 

 
(6
)
 
7

Other income (expense), net

 
3

 
(1
)
 

 

 
2

Total other expense, net

 
(351
)
 
(31
)
 
(48
)
 

 
(430
)
Income (loss) before income taxes

 
(351
)
 
945

 
13

 

 
607

Income tax benefit (expense)

 

 
96

 
(5
)
 

 
91

Earnings (loss) of subsidiaries
698

 
1,049

 
(31
)
 

 
(1,716
)
 

Net income
698

 
698

 
1,010

 
8

 
(1,716
)
 
698

Dividends on preferred stock
(14
)
 

 

 

 

 
(14
)
Net income attributable to common stockholders
$
684

 
$
698

 
$
1,010

 
$
8

 
$
(1,716
)
 
$
684

 
 
 
 
 
 
 
 
 
 
 
 
Net income
$
698

 
$
698

 
$
1,010

 
$
8

 
$
(1,716
)
 
$
698

Other comprehensive income, net of tax
 
 
 
 
 
 
 
 
 
 
 
Other comprehensive income, net of tax
1

 
1

 
1

 
1

 
(3
)
 
1

Total comprehensive income
$
699

 
$
699

 
$
1,011

 
$
9

 
$
(1,719
)
 
$
699



34


Condensed Consolidating Statement of Cash Flows Information
Three Months Ended March 31, 2018
(in millions)
Parent
 
Issuer
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Consolidating and Eliminating Adjustments
 
Consolidated
Operating activities
 
 
 
 
 
 
 
 
 
 
 
Net cash provided by (used in) operating activities
$
1

 
$
(404
)
 
$
2,374

 
$
(1,201
)
 
$

 
$
770

 
 
 
 
 
 
 
 
 
 
 
 
Investing activities
 
 
 
 
 
 
 
 
 
 
 
Purchases of property and equipment

 

 
(1,366
)
 

 

 
(1,366
)
Purchases of spectrum licenses and other intangible assets, including deposits

 

 
(51
)
 

 

 
(51
)
Proceeds related to beneficial interests in securitization transactions

 

 
13

 
1,282

 

 
1,295

Acquisition of companies, net of cash acquired

 

 
(333
)
 

 

 
(333
)
Other, net

 

 
(7
)
 

 

 
(7
)
Net cash provided by (used in) investing activities

 

 
(1,744
)
 
1,282

 

 
(462
)
 
 
 
 
 
 
 
 
 
 
 
 
Financing activities
 
 
 
 
 
 
 
 
 
 
 
Proceeds from issuance of long-term debt

 
2,494

 

 

 

 
2,494

Proceeds from borrowing on revolving credit facility, net

 
2,170

 

 

 

 
2,170

Repayments of revolving credit facility

 

 
(1,725
)
 

 

 
(1,725
)
Repayments of capital lease obligations

 

 
(172
)
 

 

 
(172
)
Repayments of long-term debt

 

 
(999
)
 

 

 
(999
)
Repurchases of common stock
(666
)
 

 

 

 

 
(666
)
Intercompany advances, net
590

 
(4,260
)
 
3,679

 
(9
)
 

 

Tax withholdings on share-based awards

 

 
(74
)
 

 

 
(74
)
Other, net
2

 

 
(30
)
 

 

 
(28
)
Net cash (used in) provided by financing activities
(74
)
 
404

 
679

 
(9
)
 

 
1,000

Change in cash and cash equivalents
(73
)
 

 
1,309

 
72

 

 
1,308

Cash and cash equivalents
 
 
 
 
 
 
 
 
 
 
 
Beginning of period
74

 
1

 
1,086

 
58

 

 
1,219

End of period
$
1

 
$
1

 
$
2,395

 
$
130

 
$

 
$
2,527



35


Condensed Consolidating Statement of Cash Flows Information
Three Months Ended March 31, 2017
(in millions)
Parent
 
Issuer
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Consolidating and Eliminating Adjustments
 
Consolidated
Operating activities
 
 
 
 
 
 
 
 
 
 
 
Net cash provided by (used in) operating activities
$
1

 
$
(134
)
 
$
1,855

 
$
(1,114
)
 
$

 
$
608

 
 
 
 
 
 
 
 
 
 
 
 
Investing activities
 
 
 
 
 
 
 
 
 
 
 
Purchases of property and equipment

 

 
(1,528
)
 

 

 
(1,528
)
Purchases of spectrum licenses and other intangible assets, including deposits

 

 
(14
)
 

 

 
(14
)
Proceeds related to beneficial interests in securitization transactions

 

 
10

 
1,124

 

 
1,134

Other, net

 

 
(8
)
 

 

 
(8
)
Net cash (used in) provided by investing activities

 

 
(1,540
)
 
1,124

 

 
(416
)
 
 
 
 
 
 
 
 
 
 
 
 
Financing activities
 
 
 
 
 
 
 
 
 
 
 
Proceeds from issuance of long-term debt

 
5,495

 

 

 

 
5,495

Repayments of capital lease obligations

 

 
(90
)
 

 

 
(90
)
Repayments of long-term debt

 

 
(3,480
)
 

 

 
(3,480
)
Intercompany advances, net

 
(4,956
)
 
4,967

 
(11
)
 

 

Tax withholdings on share-based awards

 

 
(92
)
 

 

 
(92
)
Dividends on preferred stock
(14
)
 

 

 

 

 
(14
)
Other, net
15

 

 
(25
)
 

 

 
(10
)
Net cash provided by (used in) financing activities
1

 
539

 
1,280

 
(11
)
 

 
1,809

Change in cash and cash equivalents
2

 
405

 
1,595

 
(1
)
 

 
2,001

Cash and cash equivalents
 
 
 
 
 
 
 
 
 
 
 
Beginning of period
358

 
2,733

 
2,342

 
67

 

 
5,500

End of period
$
360

 
$
3,138

 
$
3,937

 
$
66

 
$

 
$
7,501

Balances have been revised based on the guidance in ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments.” See Note 1 - Summary of Significant Accounting Policies of the Notes to the Condensed Consolidated Financial Statements, for further information.





36


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

Cautionary Statement Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q (“ Form 10-Q ”) includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, including information concerning our future results of operations, are forward-looking statements. These forward-looking statements are generally identified by the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “could” or similar expressions. Forward-looking statements are based on current expectations and assumptions, which are subject to risks and uncertainties and may cause actual results to differ materially from the forward-looking statements. The following important factors, along with the Risk Factors included in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2017, as supplemented by the Risk Factors included in Part II, Item 1A “Risk Factors” below, could affect future results and cause those results to differ materially from those expressed in the forward-looking statements:

the failure to obtain, or delays in obtaining, required regulatory approvals for the Transactions, and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the Transactions, or the failure to satisfy any of the other conditions to the Transactions on a timely basis or at all;
the occurrence of events that may give rise to a right of one or both of the parties to terminate the Business Combination Agreement;
adverse effects on the market price of our common stock or on our or Sprint’s operating results because of a failure to complete the Transactions in the anticipated timeframe or at all;
inability to obtain the financing contemplated to be obtained in connection with the Transactions on the expected terms or timing or at all;
the ability of us, Sprint and the combined company to make payments on debt or to repay existing or future indebtedness when due or to comply with the covenants contained therein;
adverse changes in the ratings of our or Sprint’s debt securities or adverse conditions in the credit markets;
negative effects of the announcement, pendency or consummation of the Transactions on the market price of our common stock and on our or Sprint’s operating results, including as a result of changes in key customer, supplier, employee or other business relationships;
significant costs related to the Transactions, including financing costs, and unknown liabilities;
failure to realize the expected benefits and synergies of the Transactions in the expected timeframes or at all;
costs or difficulties related to the integration of Sprint’s network and operations into our network and operations;
the risk of litigation or regulatory actions related to the Transactions;
the inability of us, Sprint or the combined company to retain and hire key personnel;
the risk that certain contractual restrictions contained in the Business Combination Agreement during the pendency of the Transactions could adversely affect our or Sprint’s ability to pursue business opportunities or strategic transactions;
adverse economic or political conditions in the U.S. and international markets;
competition, industry consolidation, and changes in the market for wireless services, which could negatively affect our ability to attract and retain customers;
the effects of any future merger, investment, or acquisition involving us, as well as the effects of mergers, investments, or acquisitions in the technology, media and telecommunications industry;
challenges in implementing our business strategies or funding our operations, including payment for additional spectrum or network upgrades;
the possibility that we may be unable to renew our spectrum licenses on attractive terms or acquire new spectrum licenses at reasonable costs and terms;
difficulties in managing growth in wireless data services, including network quality;
material changes in available technology and the effects of such changes, including product substitutions and deployment costs and performance;
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 our and/or our third-party vendors’ networks, information technology and data security;
natural disasters, terrorist attacks or similar incidents;
unfavorable outcomes of existing or future litigation;
any changes in the regulatory environments in which we operate, including any increase in restrictions on the ability to operate our networks;
any disruption or failure of our third parties’ or key suppliers’ provisioning of products or services;
material adverse changes in labor matters, including labor campaigns, negotiations or additional organizing activity, and any resulting financial, operational and/or reputational impact;

37

Table of Contents

changes in accounting assumptions that regulatory agencies, including the Securities and Exchange Commission (“SEC”), may require, which could result in an impact on earnings;
changes in tax laws, regulations and existing standards and the resolution of disputes with any taxing jurisdictions; and
the possibility that the reset process under our trademark license with DT results in changes to the royalty rates for our trademarks .

Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. In this Form 10-Q , unless the context indicates otherwise, references to “T-Mobile,” “T-Mobile US,” “our Company,” “the Company,” “we,” “our,” and “us” refer to T-Mobile US, Inc., a Delaware corporation, and its wholly-owned subsidiaries.

Investors and others should note that we announce material financial and operational information to our investors using our investor relations website, press releases, SEC filings and public conference calls and webcasts. We intend to also use the @TMobileIR Twitter account (https://twitter.com/TMobileIR) and the @JohnLegere Twitter (https://twitter.com/JohnLegere), Facebook and Periscope accounts, which Mr. Legere also uses as means for personal communications and observations, as means of disclosing information about the Company and its services and for complying with its disclosure obligations under Regulation FD. The information we post through these social media channels may be deemed material. Accordingly, investors should monitor these social media channels in addition to following the Company’s press releases, SEC filings and public conference calls and webcasts. The social media channels that we intend to use as a means of disclosing the information described above may be updated from time to time as listed on the Company’s investor relations website.

Overview

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

A narrative explanation from the perspective of management of our financial condition, results of operations, cash flows, liquidity and certain other factors that may affect future results;
Context to the financial statements; and
Information that allows assessment of the likelihood that past performance is indicative of future performance.

Our MD&A is provided as a supplement to, and should be read together with, our unaudited condensed consolidated financial statements for the three months ended March 31, 2018 , included in Part I, Item 1 of this Form 10-Q and audited consolidated financial statements included in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2017 . Except as expressly stated, the financial condition and results of operations discussed throughout our MD&A are those of T-Mobile US, Inc. and its consolidated subsidiaries.

Business Overview

Business Combination Agreement

On April 29, 2018, we announced that we entered into a Business Combination Agreement with Sprint to merge in an all-stock transaction at an exchange ratio of 0.10256 of our shares for each Sprint share. The combined company will be named T-Mobile, and the New T-Mobile is expected to be a force for positive change in the U.S. wireless, video, and broadband industries. With added network scale and resources, the companied company will supercharge T-Mobile’s Un-carrier strategy to disrupt the marketplace and lay the foundation for U.S. companies and innovators to lead in the 5G era. The transaction is subject to customary closing conditions, including regulatory approvals, and is expected to close in the first half of 2019.

For more information regarding our Business Combination Agreement, see Note 14 - Subsequent Events in the Notes
to the Condensed Consolidated Financial Statements.


38

Table of Contents

Acquisitions

On January 1, 2018, we closed on our previously announced Unit Purchase Agreement to acquire the remaining equity in Iowa Wireless Services, LLC (“IWS”), a 54% owned unconsolidated subsidiary, for a purchase price of $25 million . We accounted for our acquisition of IWS as a business combination and recognized a bargain purchase gain of approximately $25 million as part of our purchase price allocation and a gain on our previously held equity interest of approximately $15 million which have been included within Other income, net in our Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2018.

On January 22, 2018, we completed our acquisition of television innovator Layer3 TV, Inc. (“Layer3 TV”) for cash consideration of  $318 million, subject to customary working capital and other post-closing adjustments. Upon closing of the transaction, Layer3 TV became a wholly-owned consolidated subsidiary. Layer3 TV acquires and distributes digital entertainment programming primarily through the internet to residential subscribers, offering direct to home digital television and multi-channel video programming distribution services. This transaction represented an opportunity to acquire a complementary service to our existing wireless service to advance our video strategy. We accounted for the purchase of Layer3 TV as a business combination and recognized $218 million of goodwill as part of our purchase price allocation.

For more information regarding our acquisitions, see Note 3 - Business Combinations in the Notes to the Condensed Consolidated Financial Statements.


39

Table of Contents

Accounting Pronouncements Adopted During the Current Year

Revenue Recognition

On January 1, 2018, we adopted ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)” and all the related amendments (collectively, the “new revenue standard”). See Note 10 - Revenue from Contracts with Customers of the Notes to the Condensed Consolidated Financial Statements for information regarding the new revenue standard and Note 1 - Summary of Significant Accounting Policies of the Notes to the Condensed Consolidated Financial Statements for information regarding recently issued accounting standards.

The impact of our adoption of the new revenue standard is presented in Note 1 – Summary of Significant Accounting Policies and in the following table which presents a comparison of selected financial information under both the new revenue standard and the previous revenue standard for the three months ended March 31, 2018 :
 
Three Months Ended March 31, 2018
 
Previous Revenue Standard
 
New Revenue Standard
 
Change
Performance Measures
 
 
 
 
 
Branded postpaid phone ARPU
$
46.88

 
$
46.66

 
$
(0.22
)
Branded postpaid ABPU
$
60.39

 
$
60.14

 
$
(0.25
)
Branded prepaid ARPU
$
38.92

 
$
38.90

 
$
(0.02
)
 
 
 
 
 
 
Adjusted EBITDA (in millions)
$
2,861

 
$
2,956

 
$
95


Statement of Cash Flows

On January 1, 2018, we adopted ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments” (the “new cash flow standard”) which impacted the presentation of our cash flows related to our beneficial interests in securitization transactions, which is the deferred purchase price, resulting in a reclassification of cash inflows from Operating activities to Investing activities of approximately $1.3 billion and $1.1 billion for the three months ended March 31, 2018 and 2017 , respectively, in our Condensed Consolidated Statements of Cash Flows . The new cash flow standard also impacted the presentation of our cash payments for debt prepayment and debt extinguishment costs, resulting in a reclassification of cash outflows from Operating activities to Financing activities of $31 million and $29 million for the three months ended March 31, 2018 and 2017 , respectively, in our Condensed Consolidated Statements of Cash Flows . We have applied the new cash flow standard retrospectively to all periods presented.

For additional information regarding the new cash flow standard and the impact of our adoptions, see Note 1 - Summary of Significant Accounting Policies of the Notes to the Condensed Consolidated Financial Statements.

Income Taxes

In October 2016, the FASB issued ASU 2016-16, “Accounting for Income Taxes: Intra-Entity Transfers of Assets Other Than Inventory.” The standard requires that the income tax impact of intra-entity sales and transfers of property, except for inventory, be recognized when the transfer occurs. The standard became effective for us, and we adopted the standard, on January 1, 2018. The standard requires any deferred taxes not yet recognized on intra-entity transfers to be recorded to retained earnings under a modified retrospective approach. The implementation of this standard did not have a material impact on our condensed consolidated financial statements .


40

Table of Contents

Hurricane Impacts

During the three months ended March 31, 2018 , our operations in Puerto Rico continued to experience losses related to hurricanes, primarily from incremental costs to maintain our services in Puerto Rico. We expect additional expenses to be incurred in 2018, primarily related to our operations in Puerto Rico. We continue to assess the damage of the hurricanes and work with our insurance carriers to submit claims for property damage and business interruption. During the three months ended March 31, 2018, we received $94 million in reimbursement from our insurance carriers which eliminated the $93 million receivable we accrued for reimbursements as of December 31, 2017. No additional reimbursements were recorded during the three months ended March 31, 2018, however, we expect to record additional insurance recoveries related to these hurricanes in future periods. Significant impacts to our results, operating metrics and non-GAAP financial measures during the three months ended March 31, 2018 are presented in the table below:

(in millions, except per share amounts)
Three Months Ended March 31,
2018
Increase (decrease)
 
Cost of services
$
36

 
 
Operating income (loss)
$
(36
)
Net income (loss)
$
(23
)
 
 
Earnings per share - basic
$
(0.03
)
Earnings per share - diluted
$
(0.03
)
 
 
Non-GAAP financial measures
 
Adjusted EBITDA
$
(36
)


41

Table of Contents

Results of Operations

Highlights for the three months ended March 31, 2018 , compared to the same period in 2017

Total revenues of $10.5 billion increased $842 million , or 9% . The increase was primarily driven by growth in service and equipment revenues as further discussed below .

Service revenues of $7.8 billion increased $477 million , or 7% . The increase was primarily due to growth in our average branded customer base as a result of the growing success of our business channel, T-Mobile for Business, continued growth in existing markets, distribution expansion to new Greenfield markets, lower churn, higher connected devices and DIGITS, and the success of our MetroPCS brand.

Equipment revenues of $2.4 billion increased $310 million , or 15% . The increase was primarily due to a higher average revenue per device sold, a positive impact from the new revenue standard of $77 million , and proceeds from liquidation of returned customer handsets, partially offset by a decrease in the number of devices sold, excluding purchased lease devices, lower lease revenues and a decrease from customer purchases of leased devices at the end of the lease term.

Operating income of $1.3 billion increased $245 million , or 24% . The increase was primarily due to higher Total service revenues and Equipment revenues , partially offset by higher Selling, general and administrative expenses, Cost of services, and Cost of equipment sales . The positive impact to Operating income of the adoption of the new revenue standard was $95 million .

Net income of $671 million decreased $27 million , or 4% . The decrease was primarily due to a change in Income tax (expense) benefit of $301 million , partially offset by the increase in Operating income of $245 million discussed above. The positive impact to Net income of the adoption of the new revenue standard was $71 million .

Adjusted EBITDA , a non-GAAP financial measure, of $3.0 billion increased $288 million , or 11% . The increase was primarily due to higher Operating income driven by the factors described above, partially offset by lower Gains on disposal of spectrum licenses . The positive impact to Adjusted EBITDA from the adoption of the new revenue standard resulted in an increase of approximately $95 million for the three months ended March 31, 2018 . See “ Performance Measures ” for more information.

Net cash provided by operating activities of $770 million increased $162 million , or 27% . See “ Liquidity and Capital Resources ” for additional information.

Free Cash Flow, a non-GAAP financial measure, of $668 million increased $483 million , or 261% . See “ Liquidity and Capital Resources ” for additional information.


42

Table of Contents

Set forth below is a summary of our unaudited condensed consolidated financial results:
 
Three Months Ended March 31,
 
Change
(in millions)
2018
 
2017
 
$
 
%
Revenues
 
 
 
 
 
 
 
Branded postpaid revenues
$
5,070

 
$
4,725

 
$
345

 
7
 %
Branded prepaid revenues
2,402

 
2,299

 
103

 
4
 %
Wholesale revenues
266

 
270

 
(4
)
 
(1
)%
Roaming and other service revenues
68

 
35

 
33

 
94
 %
Total service revenues
7,806

 
7,329

 
477

 
7
 %
Equipment revenues
2,353

 
2,043

 
310

 
15
 %
Other revenues
296

 
241

 
55

 
23
 %
Total revenues
10,455

 
9,613

 
842

 
9
 %
Operating expenses
 
 
 
 
 
 
 
Cost of services, exclusive of depreciation and amortization shown separately below
1,589

 
1,408

 
181

 
13
 %
Cost of equipment sales
2,845

 
2,686

 
159

 
6
 %
Selling, general and administrative
3,164

 
2,955

 
209

 
7
 %
Depreciation and amortization
1,575

 
1,564

 
11

 
1
 %
Gains on disposal of spectrum licenses

 
(37
)
 
37

 
NM

Total operating expense
9,173

 
8,576

 
597

 
7
 %
Operating income
1,282

 
1,037

 
245

 
24
 %
Other income (expense)
 
 
 
 
 
 
 
Interest expense
(251
)
 
(339
)
 
88

 
(26
)%
Interest expense to affiliates
(166
)
 
(100
)
 
(66
)
 
66
 %
Interest income
6

 
7

 
(1
)
 
(14
)%
Other income, net
10

 
2

 
8

 
NM

Total other expense, net
(401
)
 
(430
)
 
29

 
(7
)%
Income before income taxes
881

 
607

 
274

 
45
 %
Income tax (expense) benefit
(210
)
 
91

 
(301
)
 
(331
)%
Net income
$
671

 
$
698

 
$
(27
)
 
(4
)%
 
 
 
 
 
 
 
 
Net cash provided by operating activities
$
770

 
$
608

 
$
162

 
27
 %
Net cash used in investing activities
(462
)
 
(416
)
 
(46
)
 
11
 %
Net cash provided by financing activities
1,000

 
1,809

 
(809
)
 
(45
)%
 
 
 
 
 
 
 
 
Non-GAAP Financial Measures
 
 
 
 
 
 
 
Adjusted EBITDA
$
2,956

 
$
2,668

 
$
288

 
11
 %
Free Cash Flow
668

 
185

 
483

 
261
 %
NM - Not Meaningful



43

Table of Contents

The following discussion and analysis is for the three months ended March 31, 2018 , compared to the same period in 2017 unless otherwise stated.

Total revenues increased $842 million , or 9% , primarily due to higher revenues from branded postpaid customers, higher equipment revenues and growth in branded prepaid customers as discussed below.

Branded postpaid revenues increased $345 million , or 7% , primarily from:

A 9% increase in average branded postpaid phone customers, primarily from growth in our customer base driven by the growing success of new segments such as T-Mobile for Business, continued growth in existing and Greenfield markets ; and
A 29% increase in average branded postpaid other customers driven by higher connected devices and DIGITS; partially offset by
A 2% decrease in branded postpaid phone Average Revenue Per User (“ARPU”) primarily driven by:
A decrease in regulatory program revenues with the continued adoption of T-Mobile ONE tax inclusive plans;
Promotions targeting families and new segments;
Lower insurance program revenue per subscriber; and
The negative impact from the new revenue standard of approximately $29 million or $0.22 of ARPU primarily due to promotions on devices that are allocated to service revenues. See Note 10 - Revenue from Contracts with Customers of the Notes to the Condensed Consolidated Financial Statements for additional information. These decreases were partially offset by
The positive impact from our T-Mobile ONE rate plans.

Branded prepaid revenues increased $103 million , or 4% , primarily from:

A 3% increase in average branded prepaid customers primarily driven by growth in the customer base ; and
A 1% increase in branded prepaid ARPU from the success of our MetroPCS brand .

Wholesale revenues slightly decreased $4 million , or 1% .

Roaming and other service revenues increased $33 million , or 94% , primarily from an increase in international and domestic roaming revenues.

Equipment revenues increased $310 million , or 15% , primarily from:

An increase of $423 million in device sales revenues, excluding purchased lease devices, primarily due to:
Higher average revenue per device sold due to an increase in high-end device mix and a decrease in promotions; and
A positive impact from the new revenue standard of $77 million primarily related to certain commission costs now recorded as Selling, general and administrative expenses. See Note 10 - Revenue from Contracts with Customers of the Notes to the Condensed Consolidated Financial Statements for additional information. These increases were partially offset by
A 3% decrease in the number of devices sold, excluding purchased lease devices, driven primarily by a lower branded postpaid handset upgrade rate .
An increase of $73 million primarily related to proceeds from liquidation of returned customer handsets; partially offset by
A decrease of $153 million in lease revenues from declining Just Upgrade My Phone! (“JUMP!” ® ) On Demand customers due to shifting focus to our equipment installation plan (“EIP”) financing option and the success of affordable devices on leasing programs with lower monthly lease payments ; and
A decrease of $34 million from lower volumes of purchased leased devices at the end of the lease term .

Under our JUMP! On Demand program, upon device upgrade or at lease end, customers must return or purchase their device. Revenue for purchased leased devices is recorded as equipment revenues when revenue recognition criteria have been met.


44

Table of Contents

Gross EIP device financing to our customers increased by $233 million primarily due to growth in the gross amount of equipment financed on EIP.

Other revenues increased $55 million , or 23% , primarily due to higher revenue from revenue share agreements with third parties.

Operating expenses increased $597 million , or 7% , primarily from higher Selling, general and administrative expenses, Cost of services, and Cost of equipment sales as discussed below.

Cost of services increased $181 million , or 13% , primarily from:

Higher lease and employee-related expenses associated with network expansion ;
The negative impact from hurricanes of $36 million ; and
Higher international roaming expenses; partially offset by
A lower Universal Service Fund expense for overpayment of expenses in 2017.

Cost of equipment sales increased $159 million , or 6% , primarily from:

An increase of $273 million in device cost of equipment sales, excluding purchased leased devices, primarily due to:
A higher average cost per device sold primarily due to an increase in high-end device mix ; partially offset by
A 3% decrease in the number of devices sold, excluding purchased lease devices, driven primarily by a lower branded postpaid handset upgrade rate .
A decrease of $86 million from fewer lease buyouts as fewer customers are in the handset lease program; and
A decrease of $26 million primarily related to:
A decrease in insurance and warranty costs due to a decrease in higher cost devices used in the insurance program;
Higher proceeds from liquidation of returned customer handsets under our insurance program; partially offset by
Higher costs from an increase in the volume of liquidated returned customer handsets outside of our insurance program.

Under our JUMP! On Demand program, upon device upgrade or at the end of the lease term, customers must return or purchase their device. The cost of purchased leased devices is recorded as Cost of equipment sales . Returned devices transferred from Property and equipment, net are recorded as inventory and are valued at the lower of cost or market with any write-down to market recognized as Cost of equipment sales .

Selling, general and administrative expenses increased $209 million , or 7% , primarily from:

Higher employee-related costs, costs related to outsourced functions and managed services ;
Higher commissions driven by compensation structure and channel mix ; and
An increase in business taxes ;
An approximately $40 million FCC settlement related to local ring back tones in rural areas; partially offset by
Lower bad debt expense and losses from sales of receivables reflecting our ongoing focus on managing customer quality ;
Lower handset repair services cost ; and
The positive impact from the new revenue standard of $48 million primarily related to a net impact from higher commissions, which were previously recorded as contra equipment revenue and capitalized commission costs on new contracts in excess of the related amortization .

Depreciation and amortization increased $11 million , or 1% , primarily from:

The continued build-out of our 4G LTE network;
The implementation of the first component of our new billing system ; and
Growth in our distribution footprint ; partially offset by

45

Table of Contents

Lower depreciation expense related to our JUMP! On Demand program resulting from a lower total number of devices under lease. Under our JUMP! On Demand program, the cost of a leased wireless device is depreciated to its estimated residual value over the period expected to provide utility to us.

Gains on disposal of spectrum licenses decreased $37 million . We had no gains on disposal of spectrum license transactions during the three months ended March 31, 2018 , compared to gains of $37 million on disposal of spectrum licenses during the three months ended March 31, 2017 .

Net income decreased $27 million , or 4% , primarily due to a change in Income tax (expense) benefit of $301 million , partially offset by higher Operating income including the positive impact to Net income of the adoption of the new revenue standard of $71 million . Net income also included net, after-tax spectrum gains of $23 million and the recognition of a $270 million tax benefit related to a reduction in the valuation allowance against deferred tax assets in certain state jurisdictions for the three months ended March 31, 2017 . There were no spectrum gains for the three months ended March 31, 2018 .

Operating income , the components of which are discussed above, increased $245 million , or 24% , which includes the positive impact from the new revenue standard of $95 million and the negative impact from hurricanes of $36 million .

Income tax (expense) benefit changed $301 million , from a benefit of $91 million for the three months ended March 31, 2017 to expense of $210 million for the three months ended March 31, 2018 primarily from:

A $270 million tax benefit recognized in the three months ended March 31, 2017 related to a reduction in the valuation allowance against deferred tax assets in certain state jurisdictions that did not impact 2018 ; and
Higher income before taxes ; partially offset by
Benefits from a reduction in the federal corporate income tax rate provided by the Tax Cuts and Jobs Act, which took effect on January 1, 2018, from 35% to 21% .

Interest expense decreased $88 million , or 26% , primarily from:

Redemption of aggregate principal amount of $6.8 billion of Senior Notes, with various interest rates and maturity dates, in April 2017; and
Redemption in January 2018 of $1.0 billion of 6.125% Senior Notes due 2022 ; partially offset by
Issuance of aggregate principal amount of $1.5 billion of Senior Notes, with various interest rates and maturity dates, in March 2017;
Issuance in January 2018 of $1.0 billion of public 4.500% Senior Notes due 2026 ; and
Issuance in January 2018 of $1.5 billion of public 4.750% Senior Notes due 2028 .

See Note 9 – Debt of the Notes to the Condensed Consolidated Financial Statements for further information

Interest expense to affiliates increased $66 million , or 66% , primarily from:

Issuance of $4.0 billion of Incremental Secured Term Loan facility entered into in January 2017, which refinanced $1.98 billion of outstanding senior secured term loans;
Issuance of $4.0 billion in aggregate principal amount of Senior Notes, with various interest rates and maturity dates, in May 2017;
Issuance of $3.0 billion in aggregate principal amount of Senior Notes, with various interest rates and maturity dates, in April 2017; and
Issuance of $0.5 billion in aggregate principal amount of 5.375% Senior Notes due 2027 in September 2017; partially offset by
A decrease from lower interest rates achieved through refinancing of a total of $2.5 billion of Senior Reset Notes in April 2017.

See Note 9 – Debt of the Notes to the Condensed Consolidated Financial Statements for further information.


46

Table of Contents

Other income, net increased $8 million primarily from:

A $15 million gain on our previously held equity interest in IWS and a $25 million bargain purchase gain as part of our purchase price allocation related to the IWS acquisition, partially offset by
A $32 million loss on early redemption of $1.0 billion of 6.125% Senior Notes due 2022 in January 2018.

Guarantor Subsidiaries

The financial condition and results of operations of the Parent, Issuer and Guarantor Subsidiaries is substantially similar to our consolidated financial condition. The most significant components of the financial condition of our Non-Guarantor Subsidiaries were as follows:
 
March 31,
2018
 
December 31,
2017
 
Change
(in millions)
$
 
%
Other current assets
$
644

 
$
628

 
$
16

 
3
 %
Property and equipment, net
300

 
306

 
(6
)
 
(2
)%
Goodwill
218

 

 
218

 
NM

Tower obligations
2,191

 
2,198

 
(7
)
 
 %
Total stockholders' deficit
(1,039
)
 
(1,454
)
 
415

 
(29
)%
NM - Not Meaningful

The most significant components of the results of operations of our Non-Guarantor Subsidiaries were as follows:
 
Three Months Ended March 31,
 
Change
(in millions)
2018
 
2017
$
 
%
Service revenues
$
540

 
$
525

 
$
15

 
3
 %
Cost of equipment sales
236

 
246

 
(10
)
 
(4
)%
Selling, general and administrative
236

 
246

 
(10
)
 
(4
)%
Total comprehensive income
34

 
9

 
25

 
278
 %

The change to the results of operations of our Non-Guarantor Subsidiaries was primarily from:

Higher Service revenues primarily due to the result of an increase in activity of the non-guarantor subsidiary that provides device insurance, primarily driven by growth in our customer base;
Lower Cost of equipment sales expenses primarily due to a decrease in device insurance claims and a decrease in higher cost devices used, partially offset by a decrease in device non-return fees charged to customers; and
Lower Selling, general and administrative expenses primarily due to lower reserves against bad debt in the non-guarantor subsidiary involved in the Service BRE transactions, offset by new operating costs from the non-guarantor Layer3 TV subsidiary acquired in the first quarter of 2018.

All other results of operations of the Parent, Issuer and Guarantor Subsidiaries are substantially similar to the Company’s condensed consolidated results of operations. See Note 15 – Guarantor Financial Information of the Notes to the Condensed Consolidated Financial Statements .


47

Table of Contents

Performance Measures

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

Total Customers

A customer is generally defined as a SIM number with a unique T-Mobile identifier which is associated with an account that generates revenue. Branded customers generally include customers that are qualified either for postpaid service utilizing phones, mobile broadband devices (including tablets), or DIGITS, where they generally pay after receiving service, or prepaid service, where they generally pay in advance. Wholesale customers include Machine-to-Machine (“M2M”) and MVNO customers that operate on our network, but are managed by wholesale partners.

The following table sets forth the number of ending customers:
 
March 31,
2018
 
March 31,
2017
 
Change
(in thousands)
#
 
%
Customers, end of period
 
 
 
 
 
 
 
Branded postpaid phone customers (1)
34,744

 
32,095

 
2,649

 
8
 %
Branded postpaid other customers  
4,321

 
3,246

 
1,075

 
33
 %
Total branded postpaid customers
39,065

 
35,341

 
3,724

 
11
 %
Branded prepaid customers (1)
20,876

 
20,199

 
677

 
3
 %
Total branded customers
59,941

 
55,540

 
4,401

 
8
 %
Wholesale customers  (2)
14,099

 
17,057

 
(2,958
)
 
(17
)%
Total customers, end of period
74,040

 
72,597

 
1,443

 
2
 %
NM - Not Meaningful
(1)
As a result of the acquisition of IWS, we included an adjustment of 13,000 branded postpaid phone and 4,000 branded prepaid IWS customers in our reported subscriber base as of January 1, 2018. Additionally, as a result of the acquisition of Layer3 TV, we included an adjustment of 5,000 branded prepaid customers in our reported subscriber base as of January 22, 2018.
(2)
We believe current and future regulatory changes have made the Lifeline program offered by our wholesale partners uneconomical. We will continue to support our wholesale partners offering the Lifeline program, but have excluded the Lifeline customers from our reported wholesale subscriber base resulting in the removal of 160,000 and 4,368,000 reported wholesale customers as of the beginning of the third and second quarters of 2017, respectively.

Branded Customers

Total branded customers increased 4,401,000 , or 8% , primarily from:

Higher branded postpaid phone customers driven by the growing success of new segments such as T-Mobile for Business, continued growth in existing and Greenfield markets, and lower churn;
Higher branded postpaid other customers primarily due to higher connected devices, specifically the Apple watch, and DIGITS; and
Higher branded prepaid customers driven by the continued success of our MetroPCS brand and continued growth from distribution expansion that occurred in 2017, partially offset by the optimization of our third-party distribution channels, which began in the fourth quarter of 2016.

Wholesale

Wholesale customers decreased 2,958,000 , or 17% , primarily due to Lifeline subscribers, which were excluded from our reported wholesale subscriber base as of the beginning of the second quarter of 2017. This decrease was partially offset by the continued success of our M2M partnerships.


48

Table of Contents

Net Customer Additions

The following table sets forth the number of net customer additions (losses):
 
Three Months Ended March 31,
 
Change
(in thousands)
2018
 
2017
#
 
%
Net customer additions (losses)
 
 
 
 
 
 
 
Branded postpaid phone customers (1) (2)
617

 
798

 
(181
)
 
(23
)%
Branded postpaid other customers (2)
388

 
116

 
272

 
234
 %
Total branded postpaid customers
1,005

 
914

 
91

 
10
 %
Branded prepaid customers (1)
199

 
386

 
(187
)
 
(48
)%
Total branded customers
1,204

 
1,300

 
(96
)
 
(7
)%
Wholesale customers (3)
229

 
(158
)
 
387

 
245
 %
Total net customer additions
1,433

 
1,142

 
291

 
25
 %
(1)
As a result of the acquisition of IWS and Layer3 TV, customer activity post acquisition was included in our net customer additions for the first quarter of 2018.
(2)
During the third quarter of 2017, we retitled our “Branded postpaid mobile broadband customers” category to “Branded postpaid other customers” and included DIGITS customers.
(3)
Net customer activity for Lifeline was excluded beginning in the second quarter of 2017 due to our determination based upon changes in the applicable government regulations that the Lifeline program offered by our wholesale partners is uneconomical.

Branded Customers

Total branded net customer additions decreased 96,000 , or 7% , for the three months ended March 31, 2018 primarily from:

Lower branded prepaid net customer additions primarily driven by increased competitive activity in the marketplace and higher deactivations from a growing customer base, partially offset by a higher impact from the optimization of our third-party distribution channels in the prior period, which began in the fourth quarter of 2016 resulting in lower churn, and lower migrations to branded postpaid plans; and
Lower branded postpaid phone net customer additions primarily due to lower gross customer additions as a result of more aggressive promotions and the launch of Un-carrier Next - All Unlimited with taxes and fees included during the three months ended March 31, 2017 and increased competitive activity in the marketplace, partially offset by the growing success of new segments such as T-Mobile for Business, continued growth in existing and Greenfield markets, along with record churn performance; partially offset by
Higher branded postpaid other net customer additions primarily due to higher gross customer additions from connected devices, specifically the Apple watch, and DIGITS, partially offset by higher deactivations from a growing customer base.

Wholesale

Wholesale net customer additions increased 387,000 , or 245% , for the three months ended March 31, 2018 primarily from lower deactivations driven by the removal of Lifeline program customers, partially offset by lower M2M net customer additions.

Customers Per Account

Customers per account is calculated by dividing the number of branded postpaid customers as of the end of the period by the number of branded postpaid accounts as of the end of the period. An account may include branded postpaid phone, mobile broadband, and DIGITS customers. We believe branded postpaid customers per account provides management, investors and analysts with useful information to evaluate our branded postpaid customer base on a per account basis.
 
March 31,
2018
 
March 31,
2017
 
Change
#
 
%
Branded postpaid customers per account
2.95

 
2.88

 
0.07

 
2
%

Branded postpaid customers per account increased 2% for the three months ended March 31, 2018 primarily from promotions targeting families.


49

Table of Contents

Churn

Churn represents the number of customers whose service was disconnected as a percentage of the average number of customers during the specified period. The number of customers whose service was disconnected is presented net of customers that subsequently have their service restored within a certain period of time. We believe that churn provides management, investors and analysts with useful information to evaluate customer retention and loyalty.
 
Three Months Ended March 31,
 
Bps Change
2018
 
2017
 
Branded postpaid phone churn
1.07
%
 
1.18
%
 
-11 bps
Branded prepaid churn
3.94
%
 
4.01
%
 
-7 bps

Branded postpaid phone churn decreased 11 basis points for the three months ended March 31, 2018 primarily from increased customer satisfaction and loyalty from ongoing improvements to network quality, industry-leading customer service and the overall value of our offerings in the marketplace. Our customer care improvements included the lowest-ever calls per account and a record-high Net Promoter Score.

Branded prepaid churn decreased 7 basis points for the three months ended March 31, 2018 primarily due to increased customer satisfaction and loyalty from ongoing improvements to network quality and the overall value of our offerings in the marketplace, partially offset by higher churn from increased competitive activity in the marketplace.

Average Revenue Per User, Average Billings Per User

Average Revenue Per User (“ARPU”) represents the average monthly service revenue earned from customers. We believe ARPU provides management, investors and analysts with useful information to assess and evaluate our service revenue realization per customer and assist in forecasting our future service revenues generated from our customer base. Branded postpaid phone ARPU excludes mobile broadband and DIGITS customers and related revenues.

Average Billings Per User (“ABPU”) represents the average monthly customer billings, including monthly lease revenues and EIP billings before securitization, per customer. We believe branded postpaid ABPU provides management, investors and analysts with useful information to evaluate average branded postpaid customer billings as it is indicative of estimated cash collections, including device financing payments, from our customers each month.


50

Table of Contents

The following tables illustrate the calculation of our operating measures ARPU and ABPU and reconcile these measures to the related service revenues:
(in millions, except average number of customers, ARPU and ABPU)
Three Months Ended March 31,
 
Change
2018
 
2017
$
 
%
Calculation of Branded Postpaid Phone ARPU
 
 
 
 
 
 
 
Branded postpaid service revenues
$
5,070

 
$
4,725

 
$
345

 
7
 %
Less: Branded postpaid other revenues
(259
)
 
(225
)
 
(34
)
 
15
 %
Branded postpaid phone service revenues
$
4,811

 
$
4,500

 
$
311

 
7
 %
Divided by: Average number of branded postpaid phone customers (in thousands) and number of months in period
34,371

 
31,564

 
2,807

 
9
 %
Branded postpaid phone ARPU
$
46.66

 
$
47.53

 
$
(0.87
)
 
(2
)%
 
 
 
 
 


 


Calculation of Branded Postpaid ABPU
 
 
 
 


 


Branded postpaid service revenues
$
5,070

 
$
4,725

 
$
345

 
7
 %
EIP billings
1,698

 
1,402

 
296

 
21
 %
Lease revenues
171

 
324

 
(153
)
 
(47
)%
Total billings for branded postpaid customers
$
6,939

 
$
6,451

 
$
488

 
8
 %
Divided by: Average number of branded postpaid customers (in thousands) and number of months in period
38,458

 
34,740

 
3,718

 
11
 %
Branded postpaid ABPU  
$
60.14

 
$
61.89

 
$
(1.75
)
 
(3
)%
 
 
 
 
 


 


Calculation of Branded Prepaid ARPU
 
 
 
 


 


Branded prepaid service revenues
$
2,402

 
$
2,299

 
$
103

 
4
 %
Divided by: Average number of branded prepaid customers (in thousands) and number of months in period
20,583

 
19,889

 
694

 
3
 %
Branded prepaid ARPU
$
38.90

 
$
38.53

 
$
0.37

 
1
 %

Branded Postpaid Phone ARPU

Branded postpaid phone ARPU decreased $0.87 , or 2% , for the three months ended March 31, 2018 primarily from:

A decrease in regulatory program revenues with the continued adoption of T-Mobile ONE tax inclusive plans;
Promotions targeting families and new segments;
Lower insurance program revenue per subscriber; and
The negative impact from the new revenue standard of $0.22 . See Note 10 - Revenue from Contracts with Customers of the Notes to the Condensed Consolidated Financial Statements for additional information; partially offset by
The positive impact from our T-Mobile ONE rate plans.

We continue to expect that Branded postpaid phone ARPU in full-year 2018 will be generally stable compared to full-year 2017, excluding the impact from the new revenue standard.

Branded Postpaid ABPU

Branded postpaid ABPU decreased $1.75 , or 3% , for the three months ended March 31, 2018 primarily from:

Lower lease revenues;
Lower branded postpaid phone ARPU including the impact of the new revenue standard;
Growth in the branded postpaid other customer base with a lower ARPU than branded postpaid phone; partially offset by
Growth in EIP billings due to growth in the gross amount of equipment financed on EIP.

Branded Prepaid ARPU

Branded prepaid ARPU increased $0.37 , or 1% , for the three months ended March 31, 2018 primarily from the continued success of our MetroPCS brand.

51

Table of Contents


Adjusted EBITDA

Adjusted EBITDA represents earnings before Interest expense, net of Interest income, Income tax (expense) benefit, Depreciation and amortization, non-cash Stock-based compensation and certain income and expenses not reflective of T-Mobile’s operating performance. Net income margin represents Net income divided by Service revenues. Adjusted EBITDA margin represents Adjusted EBITDA divided by Service revenues.

Adjusted EBITDA is a non-GAAP financial measure utilized by our management to monitor the financial performance of our operations. We use Adjusted EBITDA internally as a metric to evaluate and compensate our personnel and management for their performance, and as a benchmark to evaluate our operating performance in comparison to our competitors. Management believes analysts and investors use Adjusted EBITDA as a supplemental measure to evaluate overall operating performance and facilitate comparisons with other wireless communications companies because it is indicative of our ongoing operating performance and trends by excluding the impact of interest expense from financing, non-cash depreciation and amortization from capital investments, non-cash stock-based compensation, network decommissioning costs as they are not indicative of our ongoing operating performance and certain other nonrecurring income and expenses. Adjusted EBITDA has limitations as an analytical tool and should not be considered in isolation or as a substitute for income from operations, net income or any other measure of financial performance reported in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”).

The following table illustrates the calculation of Adjusted EBITDA and reconciles Adjusted EBITDA to Net income, which we consider to be the most directly comparable GAAP financial measure:
 
Three Months Ended March 31,
 
Change
(in millions)
2018
 
2017
$
 
%
Net income
$
671

 
$
698

 
$
(27
)
 
(4
)%
Adjustments:
 
 
 
 


 


Interest expense
251

 
339

 
(88
)
 
(26
)%
Interest expense to affiliates
166

 
100

 
66

 
66
 %
Interest income
(6
)
 
(7
)
 
1

 
(14
)%
Other income, net
(10
)
 
(2
)
 
(8
)
 
400
 %
Income tax expense (benefit)
210

 
(91
)
 
301

 
(331
)%
Operating income
1,282

 
1,037

 
245

 
24
 %
Depreciation and amortization
1,575

 
1,564

 
11

 
1
 %
Stock-based compensation (1)
96

 
67

 
29

 
43
 %
Other, net (2)
3

 

 
3

 
NM

Adjusted EBITDA
$
2,956

 
$
2,668

 
$
288

 
11
 %
Net income margin (Net income divided by service revenues)
9
%
 
10
%
 


 
-100 bps

Adjusted EBITDA margin (Adjusted EBITDA divided by service revenues)
38
%
 
36
%
 


 
200 bps

(1)
Stock-based compensation includes payroll tax impacts and may not agree to stock-based compensation expense in the condensed consolidated financial statements .
(2)
Other, net may not agree to the Condensed Consolidated Statements of Comprehensive Income primarily due to certain non-routine operating activities, such as other special items that would not be expected to reoccur, and are therefore excluded in Adjusted EBITDA.

Adjusted EBITDA increased $288 million , or 11% , for the three months ended March 31, 2018 primarily from:
An increase in branded postpaid and prepaid service revenues ;
Lower net losses on equipment sales ; and
The positive impact from the new revenue standard of $95 million . See Note 10 - Revenue from Contracts with Customers of the Notes to the Condensed Consolidated Financial Statements for additional information. These increases were partially offset by
Higher selling, general and administrative expenses ;
Higher cost of services expense ;
Lower gains on disposal of spectrum licenses; and
The negative impact from hurricanes of $36 million .


52

Table of Contents

Liquidity and Capital Resources

Our principal sources of liquidity are our cash and cash equivalents and cash generated from operations, proceeds from issuance of long-term debt and common stock, capital leases, the sale of certain receivables, financing arrangements of vendor payables which effectively extend payment terms and secured and unsecured revolving credit facilities with DT. Upon consummation of the Transactions, we will incur substantial third-party indebtedness which will increase our future financial commitments, including aggregate interest payments on our existing and new indebtedness, and may adversely impact our liquidity. Further, the incurrence of additional indebtedness may inhibit our ability to incur new debt under the terms governing our existing and future indebtedness, which may make it more difficult for us to incur new debt in the future to finance our business strategy.

Cash Flows

On January 1, 2018, we adopted ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments” (the “new cash flow standard”) which impacted the presentation of our cash flows related to our beneficial interests in securitization transactions, which is the deferred purchase price, resulting in a reclassification of cash inflows from Operating activities to Investing activities of approximately $1.3 billion and $1.1 billion for the three months ended March 31, 2018 and 2017 , respectively, in our Condensed Consolidated Statements of Cash Flows . The new cash flow standard also impacted the presentation of our cash payments for debt prepayment and debt extinguishment costs, resulting in a reclassification of cash outflows from Operating activities to Financing activities of $31 million and $29 million for the three months ended March 31, 2018 and 2017 , respectively, in our Condensed Consolidated Statements of Cash Flows . We have applied the new cash flow standard retrospectively to all periods presented.

For additional information regarding the new cash flow standard and the impact of our adoptions, see Note 1 - Summary of Significant Accounting Policies of the Notes to the Condensed Consolidated Financial Statements.

The following is an analysis of our cash flows for the three months ended March 31, 2018 and 2017 :
 
Three Months Ended March 31,
 
Change
(in millions)
2018
 
2017
 
$
 
%
Net cash provided by operating activities
$
770

 
$
608

 
$
162

 
27
 %
Net cash used in investing activities
(462
)
 
(416
)
 
(46
)
 
11
 %
Net cash provided by financing activities
1,000

 
1,809

 
(809
)
 
(45
)%

Operating Activities

Net cash provided by operating activities increased $162 million , or 27% , for the three months ended March 31, 2018 primarily from:

A $295 million increase in net non-cash adjustments to Net income, primarily due to changes in Deferred income tax expense (benefit); partially offset by
A $106 million increase in net cash outflows from changes in working capital, primarily due to the change in Accounts payable and accrued liabilities, partially offset by improvements in Accounts receivable and Other current and long-term assets.

Investing Activities

Net cash used in investing activities increased $46 million , or 11% , to a use of $462 million , for the three months ended March 31, 2018 primarily from:

$1.4 billion in Purchases of property and equipment, including capitalized interest, primarily driven by growth in network build as we continued deployment of low band spectrum, including beginning deployment of 600 MHz; and
$333 million of cash consideration paid, net of cash acquired, for the acquisitions of Layer3 and IWS; partially offset by
$1.3 billion in proceeds related to beneficial interest in securitization transactions.


53

Table of Contents

Financing Activities

Net cash provided by financing activities decreased $809 million , or 45% , to an inflow of $1.0 billion , for the three months ended March 31, 2018 primarily from:

$2.5 billion in Proceeds from issuance of long-term debt ; and
$2.2 billion in Proceeds from borrowing on our revolving credit facility; partially offset by
$1.7 billion for Repayments of our revolving credit facility;
$1.0 billion for Repayments of long-term debt ;
$666 million for Repurchases of common stock; and
$172 million for Repayments of capital lease obligations .

Cash and Cash Equivalents

As of March 31, 2018 , our Cash and cash equivalents were $2.5 billion .

Free Cash Flow

Free Cash Flow represents net cash provided by operating activities less payments for purchases of property and equipment, including proceeds related to beneficial interests in securitization transactions and less cash payments for debt prepayment or debt extinguishment costs. Free Cash Flow is a non-GAAP financial measure utilized by our management, investors and analysts of T-Mobile’s financial information to evaluate cash available to pay debt and provide further investment in the business.

In the first quarter of 2018, we redefined our non-GAAP financial measure Free Cash Flow to reflect the adoption of ASU 2016-15 to present cash flows on a consistent basis for investor transparency. We have applied the change in definition retrospectively in the table below, which illustrates the calculation of Free Cash Flow and reconciles Free Cash Flow to Net cash provided by operating activities, which we consider to be the most directly comparable GAAP financial measure:
 
Three Months Ended March 31,
 
Change
(in millions)
2018
 
2017
 
$
 
%
Net cash provided by operating activities
$
770

 
$
608

 
$
162

 
27
 %
Cash purchases of property and equipment
(1,366
)
 
(1,528
)
 
162

 
(11
)%
Proceeds related to beneficial interests in securitization transactions
1,295

 
1,134

 
161

1

14
 %
Cash payments for debt prepayment or debt extinguishment costs
(31
)
 
(29
)
 
(2
)
2

7
 %
Free Cash Flow
$
668

 
$
185

 
$
483

3

261
 %

Free Cash Flow increased $483 million , or 261% , for the three months ended March 31, 2018 primarily from:

Higher net cash provided by operating activities, as described above;
Lower purchases of property and equipment. Cash purchases of property and equipment include capitalized interest of $43 million and $48 million for 2018 and 2017 ; and
Higher proceeds related to our deferred purchase price from securitization transactions.


54

Table of Contents

Debt

As of March 31, 2018 , our total debt was $30.5 billion , excluding our tower obligations, of which $26.7 billion was classified as long-term debt. Significant debt-related activity for the three months ended March 31, 2018 included:

Debt to Third Parties

Issuances and Borrowings

During the three months ended March 31, 2018 , we issued the following Senior Notes:
(in millions)
Principal Issuances
 
Issuance Costs
 
Net Proceeds from Issuance of Long-Term Debt
4.500% Senior Notes due 2026
$
1,000

 
$
2

 
$
998

4.750% Senior Notes due 2028
1,500

 
4

 
1,496

Total of Senior Notes issued
$
2,500

 
$
6

 
$
2,494


On January 25, 2018, T-Mobile USA, Inc. (“T-Mobile USA”) and certain of its affiliates, as guarantors, issued (i) $1.0 billion of public 4.500% Senior Notes due 2026 and (ii) $1.5 billion of public 4.750% Senior Notes due 2028. Issuance costs related to the public debt issuance totaled approximately $6 million .

Subsequent to March 31, 2018 , we used the net proceeds of $2.494 billion from the transaction to redeem our $1.75 billion of 6.625% Senior Notes due 2023, on April 1, 2018, and to redeem our $600 million of 6.836% Senior Notes due 2023 on April 28, 2018, as further discussed below, and for general corporate purposes, including the partial repayment of borrowings under our revolving credit facility with DT.

Notes Redemptions

During the three months ended March 31, 2018 , we made the following note redemption:
(in millions)
Principal Amount
 
Write-off of Premiums, Discounts and Issuance Costs (1)
 
Call Penalties  (1) (2)
 
Redemption
Date
 
Redemption Price
6.125% Senior Notes due 2022
$
1,000

 
$
1

 
$
31

 
January 15, 2018
 
103.063
%
(1)
Write-off of premiums, discounts, issuance costs and call penalties are included in Other income, net in our Condensed Consolidated Statements of Comprehensive Income . Write-off of premiums, discounts and issuance costs are included in Other, net within Net cash provided by operating activities in our Condensed Consolidated Statements of Cash Flows .
(2)
The call penalty is the excess paid over the principal amount. Call penalties are included within Net cash provided by financing activities in our Condensed Consolidated Statements of Cash Flows .

Prior to March 31, 2018, we delivered a notice of redemption on $1.75 billion aggregate principal amount of our 6.625% Senior Notes due 2023. The notes were redeemed on April 1, 2018 at a redemption price equal to 103.313% of the principal amount of the notes (plus accrued and unpaid interest thereon), payable on April 2, 2018. The redemption premium was approximately $58 million , the write-off of issuance costs was less than $1 million , and the write-off of premiums was approximately $75 million . The outstanding principal amount was reclassified from Long-term debt to Short-term debt in our Condensed Consolidated Balance Sheets as of March 31, 2018 .

Prior to March 31, 2018, we delivered a notice of redemption on $600 million aggregate principal amount of our 6.836% Senior Notes due 2023. The notes were redeemed on April 28, 2018 at a redemption price equal to 103.418% of the principal amount of the notes (plus accrued and unpaid interest thereon), payable on April 30, 2018. The redemption premium was approximately $21 million and the write-off of issuance costs was less than $1 million . The outstanding principal amount was reclassified from Long-term debt to Short-term debt in our Condensed Consolidated Balance Sheets as of March 31, 2018 .

Debt to Affiliates

Issuances and Borrowings

On January 22, 2018, DT agreed to purchase (i) $1.0 billion in aggregate principal amount of 4.500% Senior Notes due 2026 and (ii) $1.5 billion in aggregate principal amount of 4.750% Senior Notes due 2028 directly from T-Mobile USA and certain

55

Table of Contents

of its affiliates, as guarantors, with no underwriting discount (the “DT Notes”). As of March 31, 2018 , there were no outstanding balances on the DT Notes.

Prior to March 31, 2018, we delivered a notice of redemption on (i) $1.25 billion in aggregate principal amount of 8.097% Senior Reset Notes due 2021 and (ii) $1.25 billion in aggregate principal amount of 8.195% Senior Reset Notes due 2022 (collectively, the “DT Senior Reset Notes”) held by DT. Subsequent to March 31, 2018 , through net settlement on April 30, 2018, we issued to DT a total of $2.5 billion in aggregate principal amount of DT Notes and redeemed the DT Senior Reset Notes. The 8.097% Senior Reset Notes due 2021 were redeemed on April 28, 2018 at a redemption price equal to 104.0485% of the principal amount of the notes (plus accrued and unpaid interest thereon), payable on April 30, 2018. The 8.195% Senior Reset Notes due 2022 were redeemed on April 28, 2018 at a redemption price equal to 104.0975% of the principal amount of the notes (plus accrued and unpaid interest thereon), payable on April 30, 2018. In connection with the net settlement, we paid DT $102 million in cash for the premium portion of the redemption price set forth in the indenture governing the DT Senior Reset Notes, plus accrued but unpaid interest on the DT Senior Reset Notes to, but not including, the exchange date.

Incremental Term Loan Facility

In March 2018, we amended the terms of the Incremental Term Loan Facility. Following this amendment, the applicable margin payable on LIBOR indexed loans is 1.50% under the $2.0 billion Incremental Term Loan Facility maturing on November 9, 2022 and 1.75% under the $2.0 billion Incremental Term Loan Facility maturing on January 31, 2024. The amendment also modified the Incremental Term Loan Facility to (i) include a soft-call prepayment premium of 1.00% of the outstanding principal amount of the loans under the Incremental Term Loan Facility payable to DT upon certain refinancings of such loans by us with lower priced debt prior to a date that is six months after March 29, 2018 and (ii) update certain covenants and other provisions to make them substantially consistent, subject to certain additional carve outs, with our most recently publicly issued notes. No issuance fees were incurred related to this debt agreement for the three months ended March 31, 2018 .

Revolving Credit Facility

In January 2018, we utilized proceeds under our revolving credit facility with DT to redeem $1.0 billion in aggregate principal amount of our 6.125% Senior Notes due 2022 and for general corporate purposes. On January 29, 2018, the proceeds utilized under our revolving credit facility with DT were repaid. The proceeds and borrowings from the revolving credit facility are presented in Proceeds from borrowing on revolving credit facility and Repayments of revolving credit facility within Net cash provided by financing activities in our Condensed Consolidated Statements of Cash Flows . As of March 31, 2018 , there was $445 million in outstanding borrowings under the revolving credit facility. As of December 31, 2017 , there were no outstanding borrowings under the revolving credit facility.

In March 2018, we amended the terms of (a) our Secured Revolving Credit Facility and (b) our Unsecured Revolving Credit Facility. Following these amendments, (i) the range of applicable margin payable under the Secured Revolving Credit Facility is 1.05% to 1.80% , (ii) the range of the applicable margin payable under the Unsecured Revolving Credit Facility is 2.05% to 3.05% , (iii) the range of the undrawn commitment fee applicable to the Secured Revolving Credit Facility is 0.25% to 0.45% , (iv) the range of the undrawn commitment fee applicable to the Unsecured Revolving Credit Facility is 0.20% to 0.575% and (v) the maturity date of the revolving credit facility with DT is December 29, 2020. The amendments also modify the facility to update certain covenants and other provisions to make them substantially consistent, subject to certain additional carve outs, with our most recently publicly issued notes.

See Note 9 – Debt of the Notes to the Condensed Consolidated Financial Statements for further information.

We could seek additional sources of liquidity, including through the issuance of additional long-term debt in 2018, to continue to opportunistically acquire spectrum licenses or other assets in private party transactions or for the refinancing of existing long-term debt on an opportunistic basis. Excluding liquidity that could be needed for spectrum acquisitions or other assets, we expect our principal sources of funding to be sufficient to meet our anticipated liquidity needs for business operations for the next 12 months. Our intended use of any such funds is for general corporate purposes, including for capital expenditures, spectrum purchases, opportunistic investments and acquisitions, redemption of high yield callable debt and stock purchases.

We determine future liquidity requirements, for both operations and capital expenditures, based in large part upon projected financial and operating performance, and opportunities to acquire additional spectrum. We regularly review and update these projections for changes in current and projected financial and operating results, general economic conditions, the competitive landscape and other factors. There are a number of risks and uncertainties that could cause our financial and operating results

56

Table of Contents

and capital requirements to differ materially from our projections, which could cause future liquidity to differ materially from our assessment.

The indentures and credit facilities governing our long-term debt to affiliates and third parties, excluding capital leases, contain covenants that, among other things, limit the ability of the Issuer and the Guarantor Subsidiaries to: incur more debt; pay dividends and make distributions on our common stock; make certain investments; repurchase stock; create liens or other encumbrances; enter into transactions with affiliates; enter into transactions that restrict dividends or distributions from subsidiaries; and merge, consolidate, or sell, or otherwise dispose of, substantially all of their assets. Certain provisions of each of the credit facilities, indentures and supplemental indentures relating to the long-term debt to affiliates and third parties restrict the ability of the Issuer to loan funds or make payments to the Parent. However, the Issuer is allowed to make certain permitted payments to the Parent under the terms of each of the credit facilities, indentures and supplemental indentures relating to the long-term debt to affiliates and third parties. We were in compliance with all restrictive debt covenants as of March 31, 2018 .

Capital Lease Facilities

We have entered into uncommitted capital lease facilities with certain partners, which provide us with the ability to enter into capital leases for network equipment and services. As of March 31, 2018 , we have committed to $2.3 billion of capital leases under these capital lease facilities, of which $142 million was executed during the three months ended March 31, 2018 . We expect to enter into up to an additional $758 million in capital lease commitments during 2018.

Capital Expenditures

Our liquidity requirements have been driven primarily by capital expenditures for spectrum licenses and the construction, expansion and upgrading of our network infrastructure. Property and equipment capital expenditures primarily relate to our network transformation, including the build out of 700 MHz A-Block and 600 MHz spectrum licenses. We expect cash purchases of property and equipment, excluding capitalized interest, to be in the range of $4.9 billion to $5.3 billion in 2018 . This includes expenditures for 5G deployment. Similar to 2017, cash capital expenditures will be front-end loaded in 2018 due to the timing of network build activity. This does not include property and equipment obtained through capital lease agreements, leased wireless devices transferred from inventory or any additional purchases of spectrum licenses.

Share Repurchases

Effective as of December 6, 2017, our Board of Directors authorized a stock repurchase program for up to $1.5 billion of our common stock through December 31, 2018. Under the program, we may repurchase shares of our common stock in the open market or in private transactions. During the three months ended March 31, 2018, we repurchased a total of 10.5 million shares of our common stock at an aggregate market value of $666 million . In addition, in April 2018, we repurchased another 6.2 million shares of our common stock at an aggregate market value of $388 million . The repurchase program completed on April 29, 2018. On April 27, 2018, our Board of Directors authorized an increase in the total stock repurchase program to $9.0 billion , consisting of the $1.5 billion in repurchases previously authorized and for up to an additional $7.5 billion  of our common stock. See Note 11 – Repurchases of Common Stock of the Notes to the Condensed Consolidated Financial Statements for further information.

Related-Party Transactions

During the three months ended March 31, 2018 , we entered into certain debt related transactions with affiliates. See Note 9 – Debt of the Notes to the Condensed Consolidated Financial Statements for further information.

In the three months ended March 31, 2018 , DT, our majority stockholder and an affiliated purchaser purchased 3.3 million additional shares of our common stock at an aggregate market value of $200 million in the public market or from other parties, in accordance with the rules of the SEC and other applicable legal requirements. We do not receive proceeds from these purchases.

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


57

Table of Contents

Disclosure of Iranian Activities under Section 13(r) of the Securities Exchange Act of 1934

Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 added Section 13(r) to the Exchange Act of 1934, as amended (“Exchange Act”). Section 13(r) requires an issuer to disclose in its annual or quarterly reports, as applicable, whether it or any of its affiliates knowingly engaged in certain activities, transactions or dealings relating to Iran or with designated natural persons or entities involved in terrorism or the proliferation of weapons of mass destruction. Disclosure is required even where the activities, transactions or dealings are conducted outside the U.S. by non-U.S. affiliates in compliance with applicable law, and whether or not the activities are sanctionable under U.S. law.

As of the date of this report, we are not aware of any activity, transaction or dealing by us or any of our affiliates for the three months ended March 31, 2018 , that requires disclosure in this report under Section 13(r) of the Exchange Act, except as set forth below with respect to affiliates that we do not control and that are our affiliates solely due to their common control with DT. We have relied upon DT for information regarding their activities, transactions and dealings.

DT, through certain of its non-U.S. subsidiaries, is party to roaming and interconnect agreements with the following mobile and fixed line telecommunication providers in Iran, some of which are or may be government-controlled entities: Gostaresh Ertebatat Taliya, Irancell Telecommunications Services Company (“MTN Irancell”), Telecommunication Kish Company, Mobile Telecommunication Company of Iran, and Telecommunication Infrastructure Company of Iran. For the three months ended March 31, 2018 , gross revenues of all DT affiliates generated by roaming and interconnection traffic with Iran were less than $1 million and estimated net profits were less than $1 million .

In addition, DT, through certain of its non-U.S. subsidiaries, operating a fixed line network in their respective European home countries (in particular Germany), provides telecommunications services in the ordinary course of business to the Embassy of Iran in those European countries. Gross revenues and net profits recorded from these activities for the three months ended March 31, 2018 were less than $0.1 million . We understand that DT intends to continue these activities.

Off-Balance Sheet Arrangements

We have arrangements, as amended from time to time, to sell certain EIP accounts receivable and service accounts receivable on a revolving basis as a source of liquidity. As of March 31, 2018 , T-Mobile derecognized net receivables of $2.7 billion upon sale through these arrangements. See Note 5 – Sales of Certain Receivables of the Notes to the Condensed Consolidated Financial Statements for further information.

Critical Accounting Policies and Estimates

Preparation of our condensed consolidated financial statements in accordance with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of certain assets, liabilities, revenues and expenses, as well as related disclosure of contingent assets and liabilities. Except as described below, there have been no material changes to the critical accounting policies and estimates as previously disclosed in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2017 .

The policy below is critical because it requires management to make difficult, subjective and complex judgments about matters that are inherently uncertain and because it is likely that materially different amounts would be reported under different conditions or using different assumptions. Actual results could differ from those estimates.
Management and the Audit Committee of the Board of Directors have reviewed and approved these critical accounting policies.

Revenue Recognition

We primarily generate our revenue from providing wireless services to customers and selling or leasing devices and accessories. Our contracts with customers may involve multiple performance obligations, which include wireless services, wireless devices or a combination thereof, and we allocate the transaction price between each performance obligation based on its relative standalone selling price.

Significant Judgments

The most significant judgments affecting the amount and timing of revenue from contracts with our customers include the following items:


58

Table of Contents

For transactions where we recognize a significant financing component, judgment is required to determine the discount rate. For equipment installment plan (“EIP”) sales, the discount rate used to adjust the transaction price primarily reflects current market interest rates and the estimated credit risk of the customer.
Our products are generally sold with a right of return, which is accounted for as variable consideration when estimating the amount of revenue to recognize. Expected device returns are estimated based on historical experience.
Promotional bill credits offered to a customer on an equipment sale that are paid over time and are contingent on the customer maintaining a service contract may result in an extended service contract based on whether a substantive penalty is deemed to exist. Determining whether contingent bill credits result in a substantive termination penalty, and determining the term over which a substantive termination penalty exists, may require significant judgment.
For capitalized contract costs, determining the amortization period as well as assessing the indicators of impairment may require significant judgment.
The determination of the standalone selling price for contracts that involve more than one product or service (or performance obligation) may require significant judgment.
The identification of distinct performance obligations within our service plans may require significant judgment.

Wireless Services Revenue

We generate our wireless services revenues from providing access to, and usage of, our wireless communications network. Service revenues also include revenues earned for providing value added services to customers, such as handset insurance services. Service contracts are billed monthly either in advance or arrears, or are prepaid. Generally, service revenue is recognized as we satisfy our performance obligation to transfer service to our customers. We typically satisfy our stand-ready-performance obligations, including unlimited wireless services, evenly over the contract term. For usage-based and prepaid wireless services, we satisfy our performance obligations when services are rendered.

Revenue for service contracts that we assess are not probable of collection is not recognized until the contract is completed and cash is received. Collectibility is re-assessed when there is a significant change in facts or circumstances. Our assessment of collectibility considers whether we may limit our exposure to credit risk through our right to stop transferring additional service in the event the customer is delinquent.

Consideration payable to a customer is treated as a reduction of the total transaction price , unless the payment is in exchange for a distinct good or service, such as certain commissions paid to dealers .
 
Revenue is recorded net of costs paid to another party for performance obligations where we arrange for the other party to transfer goods or services to the customer (i.e., when we are acting as an agent). For example, performance obligations relating to services provided by third-party content providers where T-Mobile neither controls a right to the content provider’s service nor controls the underlying service itself are presented net because T-Mobile is acting as an agent.

Federal Universal Service Fund (“USF”) and other regulatory fees are assessed by various governmental authorities in connection with the services we provide to our customers and included in Cost of services. When we separately bill and collect these regulatory fees from customers, they are recorded in Total service revenues in our Condensed Consolidated Statements of Comprehensive Income .

We have made an accounting policy election to exclude from the measurement of the transaction price all taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by T-Mobile from a customer (for example, sales, use, value added, and some excise taxes).

Equipment Revenues

We generate equipment revenues from the sale or lease of mobile communication devices and accessories. For performance obligations related to equipment contracts, we typically transfer control at a point in time when the device or accessory is delivered to, and accepted by, the customer or dealer. We have elected to account for shipping and handling activities that occur after control of the related good transfers as fulfillment activities instead of assessing such activities as performance obligations. We establish provisions for estimated device returns based on historical experience. Equipment sales not probable of collection are generally recorded as payments are received. Our assessment of collectibility considers payment terms such as down payments that reduce our exposure to credit risk.


59

Table of Contents

We offer certain customers the option to pay for devices and accessories in installments using an EIP. Generally, we recognize as a reduction of the total transaction price the effects of a financing component in contracts where customers purchase their devices and accessories on an EIP with a term of more than one year, including those financing components that are not considered to be significant to the contract. However, we have elected the practical expedient to not recognize the effects of a significant financing component for contracts where we expect, at contract inception, that the period between the transfer of a performance obligation to a customer and the customer’s payment for that performance obligation will be one year or less.

In addition, for customers who enroll in our Just Upgrade My Phone (“JUMP!” ® ) program, we recognize a liability based on the estimated fair value of the specified-price trade-in right guarantee. The fair value of the guarantee is deducted from the transaction price under the new revenue standard, and the remaining transaction price is allocated to other elements of the contract, including service and equipment performance obligations. See “Guarantee Liabilities” in Note 1 - Summary of Significant Accounting Policies included in our Annual Report on Form 10-K for the year ended December 31, 2017 and Note 8 - Fair Value Measurements in this Form 10-Q.

In 2015, we introduced JUMP! On Demand, which allows customers to lease a device and upgrade their leased wireless device for a new device up to one time per month. To date, all of our leased wireless devices are accounted for as operating leases and estimated contract consideration is allocated between lease elements and non-lease elements (such as service and equipment performance obligations) based on the relative standalone selling price of each performance obligation in the contract. Lease revenues are recorded as equipment revenues and recognized as earned on a straight-line basis over the lease term. Lease revenues on contracts not probable of collection are limited to the amount of payments received. See “Property and Equipment” in Note 1 - Summary of Significant Accounting Policies included in our Annual Report on Form 10-K for the year ended December 31, 2017.

Contract Balances

Generally, T-Mobile devices and service plans are available at standard prices, which are maintained on price lists and published on our website and/or within our retail stores.

For contracts that involve more than one product or service that are identified as separate performance obligations, the transaction price is generally allocated to the performance obligations based on their relative standalone selling prices. Standalone selling price is the price that T-Mobile would sell the good or service separately to a customer and is best evidenced by the price that T-Mobile sells that good or service separately in similar circumstances and to similar customers.

A contract asset is recorded when revenue is recognized in advance of our right to receive consideration (e.g., we must perform additional services in order to receive consideration). Amounts are recorded as receivables when our right to consideration is unconditional. When consideration is received or we have an unconditional right to consideration in advance of delivery of goods or services, a contract liability is recorded. The transaction price can include non-refundable upfront fees, which are allocated to the identifiable performance obligations.

Contract assets are included in Other current assets and Other assets and contract liabilities are included in Deferred revenue in our Condensed Consolidated Balance Sheets .

Contract Modifications

Our service contracts allow customers to frequently modify their contracts without incurring penalties in many cases. Each time a contract is modified, we evaluate the change in scope or price of the contract to determine if the modification should be treated as a separate contract, as if there is a termination of the existing contract and creation of a new contract, or if the modification should be considered a change associated with the existing contract. We typically do not have significant impacts from contract modifications.

Contract Costs

We incur certain incremental costs to obtain a contract that we expect to recover, such as sales commissions. We record an asset when these incremental costs to obtain a contract are incurred and amortize them on a systematic basis that is consistent with the transfer to the customer of the goods or services to which the asset relates.

We amortize deferred costs incurred to obtain service contracts on a straight-line basis over the term of the initial contract and anticipated renewal contracts to which the costs relate. However, we have elected the practical expedient permitting expensing of costs to obtain a contract when the expected amortization period is one year or less.

60

Table of Contents


Incremental costs to obtain equipment contracts (e.g., commissions paid on device and accessory sales) are recognized when the equipment is transferred to the customer.

See Note 1 - Summary of Significant Accounting Policies and Note 10 - Revenue from Contracts with Customers of the Notes to the Condensed Consolidated Financial Statements for further information.

Accounting Pronouncements Not Yet Adopted

See Note 1 - Summary of Significant Accounting Policies of the Notes to the Condensed Consolidated Financial Statements for information regarding recently issued accounting standards.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes to the interest rate risk as previously disclosed in Part II, Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2017 .

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to ensure information required to be disclosed in our periodic reports filed or submitted under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Our disclosure controls are also designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective, as of the end of the period covered by this Form 10-Q .

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

Changes in Internal Control over Financial Reporting

Beginning January 1, 2018, we adopted ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)” and related amendments (collectively, the “new revenue standard”). As a result of our adoption of the new revenue standard, we implemented significant new revenue accounting systems, processes and internal controls over revenue recognition to assist us in the application of the new revenue standard. There were no other changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act, during our most recently completed fiscal quarter that materially affected or are reasonably likely to materially affect our internal control over financial reporting.


61

Table of Contents

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

See Note 13 - Commitments and Contingencies of the Notes to the Condensed Consolidated Financial Statements for information regarding certain legal proceedings in which we are involved.

Item 1A. Risk Factors

In addition to the other information contained in this Form 10-Q, the risk factors as previously disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2017 , and the following risk factors, should be considered carefully in evaluating T-Mobile. Our business, financial condition, liquidity, or operating results, as well as the price of our common stock and other securities, could be materially adversely affected by any of these risks.

Risks Related to the Proposed Transactions

The closing of the Transactions is subject to many conditions, including the receipt of approvals from various governmental entities, which may not approve the Transactions, may delay the approvals for, or may impose conditions or restrictions on, jeopardize or delay completion of, or reduce the anticipated benefits of, the Transactions, and if these conditions are not satisfied or waived, the Transactions will not be completed.

The completion of the Transactions is subject to a number of conditions, including, among others, obtaining certain governmental authorizations, consents, orders or other approvals and the absence of any injunction prohibiting the Transactions or any legal requirements enacted by a court or other governmental entity preventing consummation of the Transactions. There is no assurance that these required authorizations, consents, orders or other approvals will be obtained or that they will be obtained in a timely manner, or whether they will be subject to required actions, conditions, limitations or restrictions on our or the combined company’s business, operations or assets. If any such required actions, conditions, limitations or restrictions are imposed, they may jeopardize or delay completion of the Transactions, reduce or delay the anticipated benefits of the Transactions or allow the parties to terminate the Transactions, which could result in a material adverse effect on our or the combined company’s business, financial condition or operating results. In addition, the completion of the Transactions is also subject to T-Mobile USA having specified minimum credit ratings on the closing date of the Transactions (after giving effect to the Merger) from at least two of the three credit rating agencies, subject to certain qualifications. In the event that the Company terminates the Business Combination Agreement in connection with a failure to satisfy the closing condition related to the specified minimum credit ratings, then in certain circumstances, the Company may be required to pay Sprint $600 million.

Failure to complete the Transactions, or a delay in completing the Transactions, could negatively impact our stock price and the future business, assets, liabilities, prospects, outlook, financial condition and results of operations of us or the combined company.

If the Transactions are not completed or delayed, our common stock price and future business and financial results could be negatively affected, or our employees, suppliers, vendors, distributors, retailers, dealers or customers could lose focus on our business, cease doing business with us, or curtail their activities with us. In addition, the Business Combination Agreement may be terminated if, among other things, required regulatory approvals or consents are not obtained or either party breaches certain of its obligations under the Business Combination Agreement. If this were to occur it could have an adverse effect on our business, financial condition, operating results and stock price.

We and Sprint are subject to various uncertainties and contractual restrictions and requirements while the Transactions are pending that could disrupt our or the combined company’s business and adversely affect our business, assets, liabilities, prospects, outlook, financial condition and results of operations.

Uncertainty about the effect of the Transactions on employees, customers, suppliers, vendors, distributors, dealers and retailers may have an adverse effect on us. These uncertainties may impair our ability to attract, retain and motivate key personnel during the pendency of the Transactions and, if the Transactions are completed, for a period of time thereafter, as existing and prospective employees may experience uncertainty about their future roles with the combined company. If key employees depart because of issues related to the uncertainty and difficulty of integration or a desire not to remain with us, our business following the Transactions could be negatively impacted. Additionally, these uncertainties could cause customers, suppliers, distributors, dealers, retailers and others who deal with us to seek to change or cancel existing business relationships with us or fail to renew existing relationships with us. Suppliers, distributors and content and application providers may also delay or cease developing for us new products that are necessary for the operations of our business due to the uncertainty created by the

62

Table of Contents

Transactions. Competitors may also target our or Sprint’s existing customers by highlighting potential uncertainties and integration difficulties that may result from the Transactions.
 
The Business Combination Agreement also restricts each of us and Sprint, without the other’s consent, from taking certain actions outside of the ordinary course of business while the Transactions are pending, including, among other things, certain acquisitions or dispositions of businesses and assets, entering into or amending certain contracts, repurchasing or issuing securities, making capital expenditures and incurring indebtedness, in each case subject to certain exceptions. These restrictions may have a significant negative impact on our business, results of operations and financial condition.

In addition, management and financial resources have been diverted and will continue to be diverted toward the completion of the Transactions. We have incurred, and expect to incur, significant costs, expenses and fees for professional services and other transaction costs in connection with the Transactions. These costs could adversely affect our financial condition and results of operation prior to the consummation of the Transactions.

The Business Combination Agreement contains provisions that restrict the ability of our Board to pursue alternatives to the Transactions.

The Business Combination Agreement contains non-solicitation provisions that restrict our ability to solicit, initiate, knowingly encourage or knowingly take any other action designed to facilitate, any inquiries regarding, or the making of, any proposal the consummation of which would constitute an alternative transaction for purposes of the Business Combination Agreement.

A significant stockholder of our Company has executed a support agreement that requires that such stockholder execute a written consent voting all of its shares of our common stock in favor of the Transactions, which will constitute approval of the Transactions by our stockholders, even if our Board changes its recommendation to our stockholders.

Subsequent to the execution of the Business Combination Agreement, DT, holder of approximately 63.5% of our common stock, entered into a support agreement (the “Support Agreement”), pursuant to which DT has agreed to deliver a written consent in favor of the Transactions. The DT written consent will constitute receipt by the Company of the requisite approval of the Transactions by our stockholders and under the terms of the Support Agreement, DT is required to deliver the written consent even if our Board changes its recommendation to our stockholders with respect to the Transactions.

Our directors and executive officers may have interests in the Transactions that may be different from, or in addition to, those of other of our stockholders.

Our directors and executive officers may have interests in the Transactions that may differ from, or that are in addition to, the interests of our other stockholders. These interests with respect to our directors and executive officers may include, among others, continued service as a director or an executive officer of the combined company, employment or consulting arrangements, arrangements that provide for severance benefits if certain executive officers’ employment is terminated under certain circumstances following the completion of the Transactions and rights to indemnification and directors’ and officers’ liability insurance following the completion of the Transactions. Our Board and the independent committee of the Board were aware of these interests during the time that the Business Combination Agreement was being negotiated and at the time they approved the Transactions. These interests may cause our directors and executive officers to view the Transactions differently than another stockholder may view it and will be described in the definitive consent solicitation statement / prospectus mailed to our stockholders in connection with the Transactions.

Risks Related to Integration and the Combined Company

Although we expect that the Transactions will result in synergies and other benefits to us, those benefits may not be realized fully or at all or may not be realized within the expected time frame.

Our ability to realize the anticipated benefits of the Transactions will depend, to a large extent, on the combined company’s ability to integrate our and Sprint’s businesses in a manner that facilitates growth opportunities and achieves the projected stand-alone cost savings and revenue growth trends identified by each company without adversely affecting current revenues and investments in future growth. In addition, some of the anticipated synergies are not expected to occur for a significant time period following the completion of the Transactions and will require substantial capital expenditures in the near term to be fully realized. Even if the combined company is able to integrate the two companies successfully, the anticipated benefits of the Transactions may not be realized fully or at all or may take longer to realize than expected.


63

Table of Contents

Our business and Sprint’s business may not be integrated successfully or such integration may be more difficult, time consuming or costly than expected. Operating costs, customer loss and business disruption, including difficulties in maintaining relationships with employees, customers, suppliers or vendors, may be greater than expected following the Transactions. Revenues following the Transactions may be lower than expected.

The combination of two independent businesses is complex, costly and time-consuming and may divert significant management attention and resources to combining our and Sprint’s business practices and operations. This process may disrupt our business. The failure to meet the challenges involved in combining the two businesses and to realize the anticipated benefits of the Transactions could cause an interruption of, or a loss of momentum in, the activities of the combined company and could adversely affect the results of operations of the combined company. The overall combination of our and Sprint’s businesses may also result in material unanticipated problems, expenses, liabilities, competitive responses, and loss of customer and other business relationships. The difficulties of combining the operations of the companies include, among others:

difficulties in integrating the companies’ operations and systems, including intellectual property and communications systems, administrative and information technology infrastructure and financial reporting and internal control systems, including compliance by the combined company with Section 404 of the Sarbanes-Oxley Act of 2002, as amended, and the rules promulgated by the SEC;
challenges in conforming standards, controls, procedures, accounting and other policies, business cultures, and compensation structures between the two companies;
difficulties in assimilating employees and in attracting and retaining key personnel;
challenges in keeping existing customers and obtaining new customers;
difficulties in achieving anticipated synergies, business opportunities, and growth prospects from the combination;
difficulties in managing the expanded operations of a significantly larger and more complex company;
the transition of management to the combined company executive management team;
determining whether and how to address possible differences in corporate cultures and management philosophies;
the impact of the additional debt financing expected to be incurred in connection with the Transactions;
contingent liabilities that are larger than expected; and
potential unknown liabilities, adverse consequences, and unforeseen increased expenses associated with the Transactions.

Many of these factors are outside of our and Sprint’s control and/or will be outside the control of the combined company, and any one of them could result in increased costs, decreased expected revenues and diversion of management time and energy, which could materially impact the business, financial condition and results of operations of the combined company. In addition, even if the operations of our business and Sprint’s business are combined successfully, the full benefits of the Transactions may not be realized, including the synergies or sales or growth opportunities that are expected. These benefits may not be achieved within the anticipated time frame, or at all. Further, additional unanticipated costs may be incurred in combining our business and Sprint’s business. All of these factors could cause dilution to the earnings per share of the combined company, decrease or delay the expected accretive effect of the Transactions, and negatively impact the price of our common stock. As a result, it cannot be assured that the combination of our business and Sprint’s business will result in the realization of the full benefits anticipated from the Transactions within the anticipated time frames or at all.

Our indebtedness following the completion of the Transactions will be substantially greater than our indebtedness on a stand-alone basis and greater than the combined indebtedness of us and Sprint prior to the announcement of the Transactions. This increased level of indebtedness could adversely affect the combined company’s business flexibility, and increase its borrowing costs.

In connection with the Transactions, we expect to incur merger-related debt financing, which will be used in part to prepay a portion of our existing indebtedness and a portion of Sprint’s existing indebtedness and to fund liquidity needs, and to assume Sprint’s remaining existing indebtedness. As a result, after giving effect to the Transactions and the related transactions contemplated by the Business Combination Agreement, including the incurrence of the merger-related debt financing, we anticipate that the combined company will have consolidated indebtedness of approximately $75.0 billion to $77.0 billion based on estimated December 31, 2018 debt and cash balances excluding tower obligations.

Our substantially increased indebtedness following completion of the Transactions in comparison to our indebtedness prior to the Transactions will have the effect, among other things, of reducing our flexibility to respond to changing business and economic conditions. In addition, the amount of cash required to pay interest on our increased indebtedness levels will increase

64

Table of Contents

following completion of the Transactions, and thus the demands on our cash resources will be greater than prior to the Transactions. The increased levels of indebtedness following completion of the Transactions may reduce funds available to fund our efforts to combine our business with Sprint’s business and realize the expected benefits of the Transactions and/or may also reduce funds available for capital expenditures, share repurchases, and other activities and may create competitive disadvantages for us relative to other companies with lower debt levels.

Further, it may be necessary to incur substantial additional indebtedness in the future after the Transactions, subject to the restrictions contained in our debt instruments. If new indebtedness is added to our debt levels as of the closing of the Transactions, the related risks that we now face could intensify.

Because of our substantial indebtedness following the completion of the Transactions, we may not be able to service our debt obligations in accordance with their terms after the Transactions.

Our ability to service our substantial debt obligations following the completion of the Transactions will depend on our future performance, which will be affected by financial, business, economic and other factors, including our ability to achieve the expected benefits and cost savings from the Transactions. There is no guarantee that we will be able to generate sufficient cash flow to pay our debt service obligations when due. If we are unable to meet our debt service obligations after the Transactions or we fail to comply with our financial and other restrictive covenants contained in the agreements governing our indebtedness, we may be required to refinance all or part of our debt, sell important strategic assets at unfavorable prices or borrow more money. We may not be able to, at any given time, refinance our debt, sell assets or borrow more money on terms acceptable to us or at all. Our inability to refinance our debt could have a material adverse effect on our business, financial condition and results of operations after the Transactions.

The agreements governing the combined company’s indebtedness will include restrictive covenants that limit the combined company’s operating flexibility.

The agreements governing the combined company’s indebtedness will impose material operating and financial restrictions on the combined company. These restrictions, subject in certain cases to customary baskets, exceptions and incurrence-based ratio tests, may limit the combined company’s ability to engage in some transactions, including the following:

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 the combined company has 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.

These restrictions could limit the combined company’s ability to obtain debt financing, repurchase stock, refinance or pay principal on its outstanding indebtedness, complete acquisitions for cash or indebtedness or react to changes in its operating environment or the economy. Any future indebtedness that the combined company incurs may contain similar or more restrictive covenants. Any failure to comply with the restrictions of the combined company’s debt agreements may result in an event of default under these agreements, which in turn may result in defaults or acceleration of obligations under these agreements and other agreements, giving the combined company's lenders the right to terminate any commitments they had made to provide it with further funds and to require the combined company to repay all amounts then outstanding.

Financing of the combination is not assured.

Although we have received debt financing commitments from lenders to provide various bridge and other credit facilities to finance the Transactions, the obligation of the lenders to provide these facilities is subject to a number of conditions. We also expect to enter into other financing arrangements in connection with the Transactions for which we do not presently have commitments. Furthermore, we may seek to modify our existing financing arrangements in connection with the Transactions, and we do not have commitments from the lenders providing our existing financing arrangements for these modifications. Accordingly, financing of the Transactions is not assured. Even if we are able to obtain financing or modify our existing

65

Table of Contents

financing arrangements, the terms of such new or modified financing arrangements may not be available to us on favorable terms and we may incur significant costs in connection with entering into such financing.

Downgrades of our and/or Sprint’s ratings could adversely affect our, Sprint’s and/or the combined company’s respective businesses, cash flows, financial condition and operating results.

Our credit ratings impact the cost and availability of future borrowings, and, as a result, our cost of capital. Our ratings reflect each rating organization’s opinion of our financial strength, operating performance and ability to meet our debt obligations or, following completion of the Transactions, obligations to the combined company’s insureds. Each of the rating organizations reviews our ratings and Sprint’s ratings periodically, and there can be no assurance that our or Sprint’s current ratings will be maintained in the future. Downgrades in our health and/or Sprint’s ratings could adversely affect our, Sprint’s and/or the combined company’s businesses, cash flows, financial condition and operating results. As noted above, the Business Combination Agreement also contains certain conditions relating to a minimum credit rating of T-Mobile USA on the closing date of the Transactions.
In addition, if the Transactions are completed and the credit ratings of certain of Sprint’s outstanding notes are downgraded, this may in certain circumstances constitute a change of control triggering event under the indentures governing the notes, requiring Sprint to offer to repurchase the notes at 101% of the principal amount thereof plus accrued interest. The Business Combination Agreement requires Sprint to seek noteholder consents to amend the indentures governing these notes such that the Transactions will not constitute a change of control triggering event. If such consents are not obtained and a change of control triggering event occurs, the combined company may have to incur additional indebtedness to finance the repurchase of the relevant Sprint notes. There is no guarantee that the combined company will be able to incur this additional indebtedness on commercially reasonable terms or at all.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Repurchases of Common Stock

Share repurchase activity during the three months ended March 31, 2018 was as follows:
 
Number of Shares Purchased (a)
 
Average Price Paid Per Share
 
Total Number of Shares Purchased as Part of Publicly Announced Repurchase Plans or Programs (b)
 
Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions) (c)
01/01/2018 - 01/31/2018
4,422,765

 
$
64.30

 
4,422,765

 
$
772

02/01/2018 - 02/28/2018
4,063,608

 
60.51

 
1,618,608

 
672

03/01/2018 - 03/31/2018
5,317,030

 
63.32

 
4,457,166

 
390

Total
13,803,403

 
$
62.76

 
10,498,539

 
$
390

(a)
The table presented includes purchases made by DT, our majority stockholder and an affiliated purchaser, in accordance with the rules of the SEC and other applicable legal requirements.
(b)
During the three months ended March 31, 2018 , DT purchased 3.3 million additional shares of our common stock at an aggregate market value of $200 million in the public market or from other parties, which are not included against the dollar value of shares that may be purchased under programs approved by the Board of Directors.
(c)
Effective as of December 6, 2017, our Board of Directors authorized a stock repurchase program for up to $1.5 billion of our common stock through December 31, 2018. See Note 11 - Repurchases of Common Stock in the Notes to the Condensed Consolidated Financial Statements for further information.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.


66

Table of Contents

Item 5. Other Information

None.


67

Table of Contents

Item 6. Exhibits
 
 
 
 
Incorporated by Reference
 
 
Exhibit No.
 
Exhibit Description
 
Form
 
Date of First Filing
 
Exhibit Number
 
Filed Herein
2.1*
 
 
8-K
 
4/30/2018
 
2.1
 
 
3.1
 
 
8-K
 
2/22/2018
 
3.1
 

4.1
 
 
10-K
 
2/8/2018
 
4.24
 

4.2
 
 
10-K
 
2/8/2018
 
4.56
 

4.3
 
 
8-K
 
1/25/2018
 
4.1
 

4.4
 
 
8-K
 
1/25/2018
 
4.2
 

4.5
 
 

 

 

 
X
10.1
 
 
8-K
 
1/25/2018
 
10.1
 

10.2
 
 
10-K
 
2/8/2018
 
10.31
 

10.3
 
 
8-K
 
3/30/2018
 
10.1
 

10.4
 
 
8-K
 
3/30/2018
 
10.2
 

10.5
 
 
8-K
 
3/30/2018
 
10.3
 


68

Table of Contents

 
 
 
 
Incorporated by Reference
 
 
Exhibit No.
 
Exhibit Description
 
Form
 
Date of First Filing
 
Exhibit Number
 
Filed Herein
10.6
 
 
8-K
 
4/30/2018
 
10.1
 
 
10.7
 
 
8-K
 
4/30/2018
 
10.2
 
 
10.8
 
 
8-K
 
4/30/2018
 
10.3
 
 
10.9**
 
 
 
 
 
 
 
 
X
10.10**
 
 
 
 
 
 
 
 
X
10.11**
 
 
 
 
 
 
 
 
X
10.12**
 
 
 
 
 
 
 
 
X
10.13
 
 

 

 

 
X
10.14
 
 

 

 

 
X
23.1
 
 

 

 

 
X
31.1
 
 

 

 

 
X
31.2
 
 

 

 

 
X
32.1***
 
 

 

 

 

32.2***
 
 

 

 

 

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

69

Table of Contents

*
 
This filing excludes certain schedules and exhibits pursuant to Item 601(b)(2) of Regulation S-K, which the registrant agrees to furnish supplementally to the SEC upon request by the SEC; provided, however, that the registrant may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules or exhibits so furnished.
**
 
Indicates a management contract or compensatory plan or arrangement.
***
 
Furnished herein.


70

Table of Contents

 
 
SIGNATURE
 

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

 
 
T-MOBILE US, INC.
 
 
 
 
 
May 1, 2018
 
/s/ J. Braxton Carter
 
 
 
J. Braxton Carter
 
 
 
Executive Vice President and Chief Financial Officer
 
 
 
(Principal Financial Officer and Authorized Signatory)
 


71


EXHIBIT 4.5

THIRTY-FOURTH SUPPLEMENTAL INDENTURE
THIRTY-FOURTH SUPPLEMENTAL INDENTURE (this “ Thirty-Fourth Supplemental Indenture ”), dated as of April 26, 2018, among T-Mobile USA, Inc., a Delaware corporation (the “ Company ”), the Guarantors party hereto and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (the “ Trustee ”).
W I T N E S S E T H
WHEREAS, the Company has heretofore executed and delivered the Indenture, dated as of April 28, 2013 (the “ Base Indenture ”), among the Company, the guarantors party thereto and the Trustee, as amended and supplemented by the Eleventh Supplemental Indenture, dated as of May 1, 2013, by and among the Company, the guarantors party thereto and the Trustee (the “ Eleventh Supplemental Indenture ”), the Twelfth Supplemental Indenture, dated as of July 15, 2013, by and among the Company, the guarantors party thereto and the Trustee (the “ Twelfth Supplemental Indenture ”), the Sixteenth Supplemental Indenture, dated as of August 11, 2014, by and among the Company, the guarantors party thereto and the Trustee (the “ Sixteenth Supplemental Indenture ”), the Nineteenth Supplemental Indenture, dated as of September 28, 2015, by and among the Company, the guarantors party thereto and the Trustee (the “ Nineteenth Supplemental Indenture ”), the Twenty-Second Supplemental Indenture, dated as of August 30, 2016, by and among the Company, the guarantors party thereto and the Trustee (the “ Twenty-Second Supplemental Indenture ”), the Thirtieth Supplemental Indenture, dated as of May 9, 2017, by and among the Company, the guarantors party thereto and the Trustee (the “ Thirtieth Supplemental Indenture ”) and the Thirty-First Supplemental Indenture, dated as of January 25, 2018, by and among the Company, the guarantors party thereto and the Trustee (the “ Thirty-First Supplemental Indenture ”), and as modified and supplemented in respect of the 4.000% Senior Notes due 2022 and the Guarantees by the Twenty-Third Supplemental Indenture, dated as of March 16, 2017, among the Company, the guarantors party thereto and the Trustee (the “ Twenty-Third Supplemental Indenture ”), as modified and supplemented in respect of the 5.125% Senior Notes due 2025 and the Guarantees by the Twenty-Fourth Supplemental Indenture, dated as of March 16, 2017, among the Company, the guarantors party thereto and the Trustee (the “ Twenty-Fourth Supplemental Indenture ”), as modified and supplemented in respect of the 5.375% Senior Notes due 2027 and the Guarantees by the Twenty-Fifth Supplemental Indenture, dated as of March 16, 2017, among the Company, the guarantors party thereto and the Trustee (the “ Twenty-Fifth Supplemental Indenture ”), as modified and supplemented in respect of the 4.000% Senior Notes due 2022-1 and the Guarantees by the Twenty-Sixth Supplemental Indenture, dated as of April 27, 2017, among the Company, the guarantors party thereto and the Trustee (the “ Twenty-Sixth Supplemental Indenture ”), as modified and supplemented in respect of the 5.125% Senior Notes due 2025-1 and the Guarantees by the Twenty-Seventh Supplemental Indenture, dated as of April 28, 2017, among the Company, the guarantors party thereto and the Trustee (the “ Twenty-Seventh Supplemental Indenture ”) and as modified and supplemented in respect of the 5.375% Senior Notes due 2027-1 and the Guarantees by the Twenty-Eighth Supplemental Indenture, dated as of April 28, 2017, among the Company, the guarantors party thereto and the Trustee (together with the Twenty-Third Supplemental Indenture, the Twenty-Fourth Supplemental Indenture, the Twenty-Fifth Supplemental Indenture, the Twenty-Sixth Supplemental Indenture and the Twenty-Seventh Supplemental Indenture, the “ Notes Supplemental Indentures ”) (the Base Indenture, as modified and supplemented by the Eleventh Supplemental Indenture, the Twelfth Supplemental





Indenture, the Sixteenth Supplemental Indenture, the Nineteenth Supplemental Indenture, the Twenty-Second Supplemental Indenture, the Thirtieth Supplemental Indenture, the Thirty-First Supplemental Indenture and as further modified by each applicable Notes Supplemental Indenture with respect to each Series of Notes, the “ Indenture ” with respect to such Series).
WHEREAS, Section 9.01(1) of the Base Indenture provides that the Company, the Guarantors and the Trustee may amend or supplement the applicable Indenture without the consent of any Holder of Notes to cure any ambiguity, defect or inconsistency;
WHEREAS, the Company has requested the Trustee to join with it and the Guarantors in the execution of this Thirty-Fourth Supplemental Indenture in order to cure the defect in the Notes Supplemental Indentures by amending the definition of “Secured Debt to Cash Flow Ratio”;
WHEREAS, the Company has satisfied all conditions precedent and covenants provided under the applicable Indenture to enable the Trustee to enter into this Thirty-Fourth Supplemental Indenture; and
WHEREAS, all things necessary to make this Thirty-Fourth Supplemental Indenture a valid, binding and enforceable agreement of the Company, the Guarantors and the Trustee and a valid amendment to the Supplemental Indentures have been done;
NOW, THEREFORE, the Company, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the Notes as follows:
1. Capitalized Terms . All capitalized terms which are used herein and not otherwise defined herein are defined in the applicable Indenture and are used herein with the same meanings as the applicable Indenture. If a capitalized term is defined both in the applicable Indenture and this Thirty-Fourth Supplemental Indenture, the definition in this Thirty-Fourth Supplemental Indenture shall apply to the amendment established hereby.

2. Amendments . Section 1.01 of each Notes Supplemental Indenture is hereby amended by deleting the definition of “Secured Debt to Cash Flow Ratio” therein in its entirety and replacing it with the following:

“‘Secured Debt to Cash Flow Ratio’ means, with respect to any Person as of any date of determination, the ratio of (a) the Consolidated Indebtedness of such Person as of such date that is secured by a Lien, less cash and Cash Equivalents, to (b) the Consolidated Cash Flow of such Person for the four most recent full fiscal quarters ending immediately prior to such date for which internal financial statements are available.
For purposes of making the computation referred to above, the Secured Debt to Cash Flow Ratio shall be calculated on a pro forma basis in the manner described in the second paragraph of the definition of ‘Debt to Cash Flow Ratio.’”
4. Ratification of Indenture; Supplement Part of Indenture . Except as expressly amended and supplemented hereby, the applicable Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. Every reference in the applicable Indenture to such Indenture shall hereby be deemed to mean such


2



Indenture as supplemented by this Thirty-Fourth Supplemental Indenture. This Thirty-Fourth Supplemental Indenture shall form a part of the applicable Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

5. Effectiveness; Termination . The provisions of this Thirty-Fourth Supplemental Indenture will take effect immediately upon its execution by the Company, the Guarantors and the Trustee, and thereupon this Thirty-Fourth Supplemental Indenture shall form a part of the applicable Indenture for all purposes.

6. Governing Law; Waiver of Jury Trial . THIS THIRTY-FOURTH SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

7. Waiver of Jury Trial . EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS THIRTY-FOURTH SUPPLEMENTAL INDENTURE.

8. Counterparts . The parties may sign any number of copies of this Thirty-Fourth Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. Delivery of an executed counterpart of a signature page to this Thirty-Fourth Supplemental Indenture by facsimile, email or other electronic means shall be effective as delivery of a manually executed counterpart of this Thirty-Fourth Supplemental Indenture.

9. Effect of Headings . The Section headings herein have been inserted for the convenience of reference only, are not to be considered a part of this Thirty-Fourth Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

10. The Trustee . The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Thirty-Fourth Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Company and each of the Guarantors.

11. Successors . All agreements of each of the Company and the Guarantors in this Thirty-Fourth Supplemental Indenture will bind its successors, except as otherwise provided in the Indenture. All agreements of the Trustee in this Thirty-Fourth Supplemental Indenture shall bind its successors.

12. Severability . In case any provision in this Thirty-Fourth Supplemental Indenture is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.

[Remainder of page intentionally left blank]



3



IN WITNESS WHEREOF, the parties hereto have caused this Thirty-Fourth Supplemental Indenture to be duly executed and attested, all as of the date first above written.


 
T-MOBILE USA, INC.,  as the Company
 
 
 
 
 
 
 
 
 
 
By:
/s/ J. Braxton Carter
 
 
Name:
J. Braxton Carter
 
 
Title:
Executive Vice President and
 
 
 
Chief Financial Officer
 


[ Signature Page to Thirty-Fourth Supplemental Indenture ]



 
GUARANTORS:
 
 
 
IBSV LLC
 
IOWA WIRELESS SERVICES, LLC
 
IOWA WIRELESS SERVICES HOLDING CORPORATION
 
METROPCS CALIFORNIA, LLC
 
METROPCS FLORIDA, LLC
 
METROPCS GEORGIA, LLC
 
METROPCS MASSACHUSETTS, LLC
 
METROPCS MICHIGAN, LLC
 
METROPCS NETWORKS CALIFORNIA, LLC
 
METROPCS NETWORKS FLORIDA, LLC
 
METROPCS NEVADA, LLC
 
METROPCS NEW YORK, LLC
 
METROPCS PENNSYLVANIA, LLC
 
METROPCS TEXAS, LLC
 
POWERTEL MEMPHIS LICENSES, INC.
 
POWERTEL/MEMPHIS, INC.
 
SUNCOM WIRELESS HOLDINGS, INC.
 
SUNCOM WIRELESS INVESTMENT COMPANY LLC
 
SUNCOM WIRELESS LICENSE COMPANY, LLC
 
SUNCOM WIRELESS MANAGEMENT COMPANY, INC.
 
SUNCOM WIRELESS OPERATING COMPANY, L.L.C.
 
SUNCOM WIRELESS PROPERTY COMPANY, L.L.C.
 
SUNCOM WIRELESS, INC.
 
T-MOBILE CENTRAL LLC
 
T-MOBILE FINANCIAL LLC
 
T-MOBILE LEASING LLC
 
T-MOBILE LICENSE LLC
 
T-MOBILE NORTHEAST LLC
 
T-MOBILE PCS HOLDINGS LLC
 
T-MOBILE PUERTO RICO HOLDINGS LLC
 
T-MOBILE PUERTO RICO LLC
 
T-MOBILE RESOURCES CORPORATION
 
T-MOBILE SOUTH LLC
 
T-MOBILE SUBSIDIARY IV CORPORATION
 
T-MOBILE US, INC.
 
T-MOBILE WEST LLC
 
TRITON PCS FINANCE COMPANY, INC.
 
TRITON PCS HOLDINGS COMPANY L.L.C.
 
VOICESTREAM PCS I IOWA LLC

 
By:
/s/ J. Braxton Carter
 
 
Name:
J. Braxton Carter
 
 
Title:
Authorized Person
 


[ Signature Page to Thirty-Fourth Supplemental Indenture ]



 
DEUTSCHE BANK TRUST COMPANY AMERICAS , as
 
Trustee
 
 
 
 
 
 
 
 
 
 
By:
/s/ Carol Ng
 
 
Name:
Carol Ng
 
 
Title:
Vice President
 
 
 
 
 
 
 
 
 
 
By:
/s/ James Briggs
 
 
Name:
James Briggs
 
 
Title:
Vice President
 



[ Signature Page to Thirty-Fourth Supplemental Indenture ]


EXHIBIT 10.9

T-Mobile US, Inc.
12920 SE 38 th Street
Bellevue, WA 98006-1350


April __, 2018

[Name]
c/o T-Mobile US, Inc.
12920 SE 38 th Street
Bellevue, WA 98006-1350

Re: Severance Benefits

Dear [Name]:

T-Mobile US, Inc. (the “ Company ”) is pleased to inform you that, in connection with the Company’s entrance into that certain Business Combination Agreement with Sprint Corporation and certain other parties named therein, dated on or around the date hereof (the “ Business Combination Agreement ”), the Company has determined that you will be eligible for certain severance payments and benefits in connection with a Qualifying Termination (as defined below), upon and subject to the terms and conditions set forth in this letter agreement (this “ Letter ”). Capitalized terms used in this Letter will have the meanings set forth on Exhibit A attached hereto.

1. Severance Benefits . In the event that your employment is terminated by the Company other than for Cause or you resign for Good Reason, in either case, upon or within twelve (12) months following the Transaction Date (each, a “ Qualifying Termination ”), then, subject to your execution and non-revocation of a Release in accordance with Section 2 below and your compliance with the other terms, conditions and requirements specified herein (including Section 3 below), the Company shall pay or provide to you the following (the payments and benefits in clauses (a) through (g) below, collectively, the “ Severance Benefits ”):

(a) The Company shall pay you an amount equal to two (2) times the sum of (ii) your then-current annual base salary plus (ii) your then-current target annual short-term incentive award (“ STI Award ”), payable in a single lump-sum amount within seventy-four (74) days following the Termination Date.

(b) The Company shall pay you a pro-rated STI Award for the calendar year in which the Termination Date occurs, based on the number of days in such calendar year through and including the Termination Date divided by 365 (or 366, as applicable) and based on actual performance results for such calendar year as determined by the Company, payable no later than March 15 th of the calendar year following the calendar year in which the Termination Date occurs.

(c) The Company shall pay you any earned, unpaid STI Award for the calendar year ending immediately prior to the calendar year in which the Termination Date occurs, payable in a single lump-sum amount within seventy-four (74) days following the Termination Date.

(d) During the period commencing on the Termination Date and ending on the earlier of the end of the eighteenth (18 th ) full calendar month following the Termination Date or the date on which you become eligible for coverage under a subsequent employer’s group medical and dental plans (in either case, the “ COBRA Period ”), subject to your valid election to continue





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

(e) The Company shall, at its sole expense and on an as-incurred basis, provide you with outplacement counseling services directly related to your Qualifying Termination, for up to twelve (12) months following the Termination Date, the provider of which shall be selected by the Company.

(f) Each outstanding long-term incentive or other equity award covering shares of the Company’s common stock (each, an “ LTI Award ”) which is not subject to any performance vesting conditions as of the Termination Date shall vest in full (to the extent then-unvested) on the Release Effective Date (as defined below) (and shall remain outstanding and eligible to vest on the Release Effective Date).

(g) Each outstanding LTI Award (or portion thereof) which is subject to one or more performance vesting conditions as of the Termination Date shall become earned and vested as of the Release Effective Date (and shall remain outstanding and eligible to vest on the Release Effective Date) based on the actual level of actual performance determined as if the performance period in effect as of the Termination Date had ended as of the last trading day immediately preceding the Termination Date, with such vested and earned LTI Award payable no more than sixty (60) days following the applicable vesting date (unless subject to any deferral of earned and vested awards elected by you in accordance with the terms of the applicable LTI Award agreement(s), in which case such deferral shall dictate payment timing).
 
2. Release . As a condition to your receipt of the Severance Benefits described above, you must execute and deliver to the Company a release of all claims in a form determined solely by the Company (the “ Release ”), and such Release must become fully effective and irrevocable (including due to the expiration of any revocation period) no later than seventy-four (74) days following the Termination Date (the date on which the Release becomes effective and irrevocable, the “ Release Effective Date ”). If the aggregate period during which you are entitled to consider and/or revoke the Release spans two calendar years, no payments under Section 1 above will be made prior to the beginning of the second such calendar year (and any payments otherwise payable prior thereto (if any) will instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year or, if later, on the first regularly scheduled Company payroll date following the Release Effective Date).





3. Restrictive Covenants . To protect the trade secrets and confidential information of the Company and its customers and clients that have been and will be entrusted to you, the business goodwill of the Company and its subsidiaries that has been and will be developed in and through you and the business opportunities that have been and will be disclosed or entrusted to you by the Company and its subsidiaries, and as an additional incentive for the Company to enter into this Letter, and without limiting any provision of your confidentiality, restrictive covenant or similar agreement with the Company (or an affiliate thereof) (your “ Restrictive Covenant Agreement ”), you hereby agree as follows:

(a) Non-Competition . During the term of your employment and for a period of (i) if you incur a Qualifying Termination upon or within twelve (12) months following the closing of the Transaction, eighteen (18) months immediately following your Qualifying Termination or (ii) if you incur a Qualifying Termination upon or within twelve (12) months following the date on which the Company publicly announces that the Transaction will not close (as determined by the Company in its discretion), twelve (12) months immediately following your Qualifying Termination (which is consistent with the Company’s existing practices) (in either case, the “ Restricted Period ”) you shall not either directly or indirectly, with or without compensation: (A) engage in, provide, offer to provide, or assist anyone in providing, services to or for a business, entity or individual that is substantially the same as or similar to the Company’s Business or that competes with the Company’s Business, directly or indirectly, in the geographic areas where the Company conducts business; or (B) compete with the Company, its affiliates or its dealers within the geographic areas where such entities provide or are permitted to provide services.

(b) Non-Solicitation . During the Restricted Period, neither you nor any person or entity otherwise connected with you shall directly or indirectly solicit or aid others in soliciting, or otherwise assist Customers in obtaining service provided through any competitor of the Company in those markets being serviced by the Company, including but not limited to others providing the services of the type(s) described as the Business on Exhibit A attached hereto. During that portion of the Restricted Period following your Qualifying Termination, you shall not interfere with any established business relationship between the Company and any of its Customers, shall not call upon any Customer of the Company’s Business for the purpose of soliciting, selling, providing or delivering services or products of the kind which are the subject of the Company’s Business, and shall not render or provide any service to any Customer, including any person who was a Customer of the Company during the time that you were employed with the Company, that is the same as or similar to the service provided in the Company’s Business. In addition, during the Restricted Period, neither you nor any person or entity otherwise connected with you shall act, directly or indirectly, as a reseller or dealer of any such service in the geographic area where the Company provides or is permitted to provide service. You agree that while employed by the Company and during the Restricted Period, you shall not directly or indirectly induce or attempt to influence any employee of the Company to terminate his or her employment with the Company or to work for you or any other person or entity. You further agree to provide any potential future employer who provides any service described in the definition of “Business” with a copy of this Letter before you begin employment with any such person or entity.

(c) Reasonableness . You acknowledge that the restrictions contained in this Letter are reasonable in time, scope and geographic restraints, and do not unreasonably restrict your ability to obtain other employment. You further warrant that the restrictions do not impose an undue hardship on you, and do not deprive you of an ability to earn a living.

(d) Remedies . In the event of any breach or threatened breach of any of the provisions of Section 3(a) or (b) above, in addition to any other rights or remedies available to the Company, the Company shall have the right to seek monetary damages and equitable relief, including specific





performance by means of temporary, preliminary or permanent injunctions against you or against your partners, agents, representatives, servants, employers, employees, family members and/or any and all persons acting directly or indirectly by or with you, to prevent or restrain such breach. With respect to any such equitable actions or proceedings, you agree that no adequate legal remedy exists, and hereby waive any defense that an adequate remedy at law exists and any requirement that the Company prove damages. You further waive any requirement that the Company furnish any bond or other security, and agree that to the extent a bond is nevertheless required by law, it shall be in the amount of $100.00. You agree that the Company’s right to seek injunctive and other equitable relief shall be and are cumulative and not exclusive and shall be in addition to any other remedies that the Company may have.

4. Limitations . For clarity, if your employment terminates for any reason other than due to a Qualifying Termination (including, without limitation, (a) due to your death or disability, (b) due to a termination by the Company for Cause, (c) due to a resignation by you without Good Reason, (d) due to your retirement (as determined by the Company), or (e) due to a termination by the Company without Cause or a resignation by you for Good Reason, in either case, prior to or more than twelve (12) months following the Transaction Date), you shall not be entitled to receive any Severance Benefits under this Letter, and the Company shall not have any obligation to you hereunder.

5. No Duplication of Benefits . The Severance Benefits set forth in this Letter represent the sole and exclusive severance payments and benefits that you are eligible to receive upon a Qualifying Termination. If, upon a Qualifying Termination, you would otherwise become entitled to receive any severance payments or benefits (including any accelerated vesting) under any other plan, program, agreement or arrangement maintained by the Company or its affiliates in which you are eligible to participate or to which you are a party (including, without limitation, the Company’s 2013 Omnibus Incentive Plan, any short-term incentive or long-term-incentive award agreement between you and the Company or any employment agreement or compensation term sheet between the Company and you) (each, a “ Severance Program ”), then by signing this Letter, you acknowledge and agree that, except as expressly contemplated by Section 6 below, you will not be eligible to receive any severance payments or benefits under such Severance Program and instead will be entitled to receive only the Severance Benefits set forth herein.

6. No Deprivation of Benefits . Notwithstanding Section 5 above, to the extent that any Severance Program provides for more favorable treatment of your STI Award(s) and/or LTI Award(s) upon a termination of your employment by the Company without Cause or by you for Good Reason than the terms of this Letter and such treatment would (absent Section 5 above) apply to you upon your Qualifying Termination, the terms of the Severance Program shall control. For the avoidance of doubt, this Letter is not intended to deprive you of any right, entitlement or protection ( e.g. , indemnification and insurance), in any case, that is not inconsistent with this Letter and that you may have under any other agreement, plan, or policy of the Company applicable to you that may provide more favorable treatment to you than this Letter, nor is it intended to and shall not exclude you from eligibility to receive any employee benefits, including any employee benefits that provide for more favorable treatment to you than this Letter (provided that such benefits would not result in you receiving a duplication of severance or any other benefits) that may in the future be broadly provided to similarly-situated executives.

7. Term . This Letter shall become effective on date on which the Business Combination Agreement is fully executed (or, if later, the first date on which it has been executed by both you and the Company). This Letter shall automatically terminate and be of no further force or effect on the earlier of (i) your Termination Date or (ii) 5:00 p.m. Pacific Time on the twelve (12)-month anniversary of the Transaction Date (the “ Expiration Time ”) or, if the Company becomes obligated to pay (in connection with such termination) or is paying or providing Severance Benefits hereunder at such time, on the last date on





which such Severance Benefits are paid or provided to you in accordance with Section 1 above. Notwithstanding the foregoing, Sections 8-14 hereof and, only if you incur a Qualifying Termination prior to the Expiration Time, Sections 3-6 hereof, shall survive termination of this Letter and remain in effect in accordance with their respective terms.
    
8. Representations . By signing this Letter below, you hereby represent and warrant to the Company that (i) you have read and understand, and accept the terms and conditions set forth in, this Letter, and (ii) you have entered into and agreed to the terms and conditions of this Letter voluntarily.

9. No Tax Advice . The Company is not making any warranties or representations to you with respect to the income tax consequences associated with this Letter or the Severance Benefits payable thereunder and you are in no manner relying on the Company, its affiliates or any of their respective representatives for an assessment of such tax consequences. You are hereby advised to consult with your own tax advisor with respect to any tax consequences associated with the Severance Benefits.

10. Sections 409A and 280G . The payments and benefits described in this Letter are intended to comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (“ Section 409A ”). See Exhibit B , which is hereby incorporated into this Letter, for additional details. In addition, you acknowledge and agree that the payments and benefits described in this Letter (in addition to any other payments and benefits payable to you by the Company or any affiliate thereof) may be subject to reduction as set forth on Exhibit C , which is hereby incorporated into this Letter.

11. Miscellaneous . This Letter, together with your Restrictive Covenant Agreement and any other agreements referenced herein, sets forth the final and entire agreement of the parties with respect to the subject matter hereof. This Letter may be amended only in a writing signed by you and an authorized officer of the Company. This Letter may be executed in one or more counterparts, each of which will be deemed to be an original but all of which together will constitute one and the same instrument. This Letter shall be governed by and construed in accordance with the laws of the State of Washington without giving effect to the principles of conflicts of laws, and applicable federal law. Nothing contained in this Letter shall confer upon you any right to continue in the employ or service of the Company or affect the right of the Company to terminate your employment or service at any time.

Please indicate your acknowledgment of, and agreement to, the terms and conditions set forth in this Letter by signing and dating this Letter in the space below and returning a signed copy to Liz McAuliffe.

[ Signature page follows ]






 
Sincerely,
 
 
 
 
 
T-Mobile US, INC.
 
 
 
 
 
 
 
 
 
 
By:
 
 
 
Name:
Elizabeth McAuliffe
 
 
Title:
EVP, Human Resources
 

Acknowledged, Agreed and Accepted:
 
 
 
 
 
 
 
 
Name:
 
 
 
 
 
Date:
 
 






Exhibit A

Definitions

1.1 Business ” means the business of offering, providing and marketing to, and procuring, retail and wholesale customers for commercial mobile radio service (CMRS), including without limitation, cellular telephone service, personal communications service (PCS) and other wireless voice and data services, including, without limitation, (i) paging, messaging, radio, telephone, internet, voice over internet protocol (VOIP), Wi-Fi, Mobile Virtual Network Operator (MVNO), Telemetry (machine-to-machine) services, and ancillary services and applications, as they exist now and may be later developed, and (ii) the sale of all services, products, devices and other hardware used in connection with the services described above.

1.2 Cause means any one or more of the following: (i) your gross neglect or willful material breach of your principal employment responsibilities or duties, (ii) a final judicial adjudication that you are guilty of any felony (other than a law , rule or regulation relating to a traffic violation or other similar offense that has no material adverse effect on the Company or any of its affiliates) , (iii) your breach of any non-competition or confidentiality covenant between you and the Company or any affiliate of the Company, (iv) fraudulent conduct as determined by a court of competent jurisdiction in the course of your employment with the Company or any of its affiliates , (v) the material breach by you of any other obligation which continues uncured for a period of thirty (30) days after notice thereof by the Company or any of its affiliates and which is demonstrably injurious to the Company or affiliate.

1.1 COBRA ” means the Consolidated Omnibus Budget Reconciliation Act of 1985.

1.2 Code ” means the Internal Revenue Code of 1986, as amended from time to time, or any successor thereto.

1.3 Customers ” shall mean all customers and subscribers for whom the Company, you, or the Company’s other employees, agents or independent contractors perform services or make sales in the course of business (during, before and after your employment with the Company).

1.4 Good Reason ” means the occurrence of any of the following conditions about which you notify the Company within not more than ninety (90) days after initial existence and which the Company does not cure within thirty (30) days of such notice: (i) a material diminution in your duties, authority or responsibilities; (ii) a material reduction in your annual base salary, target short-term incentive award opportunity, or target long-term incentive opportunity, except for across-the-board salary reductions based on the Company’s and subsidiaries’ financial performance similarly affecting all or substantially all management employees of the Company and its subsidiaries; (iii) the relocation of the office at which you were principally employed as of the Transaction Date to a location more than fifty (50) miles from the location of such office, or you being required to be based anywhere other than such office, except to the extent you were not previously assigned to a principal location and except for required travel on business to an extent substantially consistent with your business travel obligations as of the Transaction Date; or (iv) such other event, if any, as is set forth as “good reason” or “constructive termination” in your individual employment agreement or compensation term sheet (as applicable) with the Company.

1.5 Termination Date ” means the effective date of your termination of employment with the Company.

1.6 Transaction ” means, collectively, the transactions contemplated by the Business Combination Agreement.






1.7 Transaction Date ” means the first to occur of (i) the date on which the Transaction closes or (ii) the date on which the Company publicly announces that the Transaction will not close (as determined by the Company in its discretion).






Exhibit B

Section 409A

It is intended that the payments and benefits under this Letter comply with the provisions of Section 409A and the Treasury regulations relating thereto, or satisfy the requirements for an exemption from Section 409A, in each case to the extent applicable to this Letter and, accordingly, to the maximum extent permitted, this Letter shall be interpreted and be administered in a manner to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, you shall not be considered to have terminated employment with the Company for purposes of this Letter, and no payment otherwise due upon a termination of employment shall be due to you under this Letter, until you would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A (a “ Separation from Service ”). Any payments described in this Letter that qualify for the “short-term deferral” exception from Section 409A shall not be treated as deferred compensation as described in Treasury Regulation Section 1.409A-1(b)(4) and will be paid under such exception unless applicable law requires otherwise. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii) and the application of the short-term deferral exception), each payment under this Letter will be treated as a separate payment. Notwithstanding anything to the contrary in this Letter (whether under this Letter or otherwise), to the extent delayed commencement of any portion of the payments to be made to you upon your Separation from Service is required to avoid a prohibited payment under Section 409A(a)(2)(B)(i) of the Code, such portion of the payments shall be delayed and paid on the first business day after the earlier of (i) the date that is six (6) months following such Separation from Service or (ii) your death. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, amounts reimbursable to you under this Letter shall be paid to you on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to you) during any one year may not affect amounts reimbursable or provided in any subsequent year and may not be liquidated or exchanged for any other benefit.






Exhibit C

Section 280G

In the event any payment, benefit or distribution of any type to or for the benefit of you, whether paid or payable, provided or to be provided, or distributed or distributable pursuant to the terms of this Letter or otherwise to you under this Letter or otherwise constitutes a “parachute payment” under Section 280G of the Code, the amount payable to you shall be either (a) paid in full, or (b) paid after reduction by the smallest amount as would result in no portion thereof being subject to the excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax under Section 4999 of the Code, results in the receipt by you, on an after-tax basis, of the greater net value, notwithstanding that all or some portion of such payment amount may be taxable under Section 4999 of the Code. Unless the Company and you otherwise agree in writing, all determinations required to be made under this paragraph, including the manner and amount of any reduction in your payments hereunder, and the assumptions to be utilized in arriving at such determinations, shall be made in writing in good faith by the accounting firm serving as the Company’s independent public accounting firm immediately prior to the event giving rise to such payment (the “ Accounting Firm ”); provided, however, that no such reduction or elimination shall apply to any non-qualified deferred compensation amounts (within the meaning of Section 409A of the Code) to the extent such reduction or elimination would accelerate or defer the timing of such payment in manner that does not comply with Section 409A of the Code. For purposes of making the calculations required by this paragraph, the Accounting Firm may make reasonable assumptions and approximations concerning the application of Sections 280G and 4999 of the Code. The Company and you shall furnish to the Accounting Firm such information and documents as the Accounting Firm may reasonably request to make a determination under this paragraph. The Accounting Firm shall provide its written report to the Committee and you, which shall include information regarding methodology. The Company shall bear all costs the Accounting Firm may reasonably incur in connection with any calculations contemplated by this paragraph. You and the Company shall cooperate in case of a potential Change in Control (as defined in the Company’s 2013 Omnibus Incentive Plan) to consider alternatives to mitigate any Section 280G exposure, although the Company cannot guaranty any such alternatives will be available or approved by the Company and neither you nor the Company shall be obligated to enter into them.





EXHIBIT 10.10

FIRST AMENDMENT TO
AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “ First Amendment ”), dated as of April 28, 2018 and effective as of the Amendment Effective Date (as defined below) is entered into by and between T-Mobile US, Inc. (the “ Company ”), and John Legere (“ Executive ”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Employment Agreement (as defined below).
RECITALS
WHEREAS , the Company and Executive are parties to that certain Amended and Restated Employment Agreement, dated as of April 1, 2017 (the “ Employment Agreement ”), which sets forth the terms and conditions of Executive’s employment as Chief Executive Officer of the Company;
WHEREAS , the Company anticipates entering into a Business Combination Agreement with Sprint Corporation and certain other parties named therein (the “ BCA ”) on or around April 29, 2018; and
WHEREAS , in connection with the Company’s entrance into the BCA, effective as of the date on which the BCA is fully executed (the “ Amendment Effective Date ”), the Company and Executive mutually desire to amend the Employment Agreement as set forth herein.
NOW, THEREFORE , in consideration of Executive’s continued service with the Company, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, effective as of the Amendment Effective Date, the Company and Executive hereby agree as follows:
AMENDMENT
1.
The Employment Agreement is hereby amended (i) to provide that the “ Term ” of the Employment Agreement shall be the period commencing on the Effective Date and continuing until April 30, 2020 (such date, the “ Expiration Date ”), (ii) to delete the references therein to automatic renewals of the Term and to non-renewals of the Term and (iii) to clarify that, unless earlier terminated as permitted under the Employment Agreement, Executive’s employment with the Company will automatically terminate upon the expiration of the Term.

2.
The following is hereby added as the second sentence of Section 3(a) of the Employment Agreement:

“The Executive’s base salary shall automatically increase to $2,000,000 per year on the Amendment Effective Date.”
3.
The following is hereby added as the second sentence of Section 3(b) of the Employment Agreement:
 
“Effective as of the Amendment Effective Date, the Executive’s annual cash performance bonus shall be targeted at not less than $4,000,000 (for the avoidance of doubt, the Executive’s annual cash performance bonus for fiscal year 2018 shall be targeted at the sum of (i) (x) $3,333,333 multiplied by (y) the number of days elapsed from January 1, 2018 through the day immediately prior to the Amendment Effective Date over 365, plus (ii) (x) $4,000,000 multiplied by (y) the number of


1



days elapsed from the Amendment Effective Date through December 31, 2018 over 365).”

4.
The following is hereby added as the fourth sentence of Section 3(c) of the Employment Agreement:

“Effective as of the Amendment Effective Date, with the next annual long-term incentive award after such date anticipated to be granted in February 2019, the Executive’s Annual LTI Target Value shall automatically increase to $17,250,000, which shall be allocated between Incremental PRSUs, RSUs and PRSUs in the same manner as described in the immediately preceding sentence (for clarity, 20% of such Annual LTI Target Value (or $3,450,000) will be granted in the form of Incremental PRSUs, and the remaining 80% (or $13,800,000) of such Annual LTI Target Value will be granted one-third in the form of time-based RSUs and two-thirds in the form of PRSUs).”

5.
The following paragraph is hereby added as the last paragraph of Section 3(c) of the Employment Agreement:

“Effective as of the Amendment Effective Date, the Company shall grant to the Executive, under the Incentive Plan, a one-time award of PRSUs with respect to a number of shares of Company common stock equal to the quotient of $37,000,000 divided by the volume weighted average price of the Company’s common stock over the 90 calendar-day period ending with (and including) April 27, 2018, rounded up to the nearest whole share (the “ Transaction PRSUs ”). The Transaction PRSUs shall be subject to substantially the same terms and conditions applicable to the award of PRSUs granted to Executive on February 15, 2018, except that: (i) fifty percent (50%) of the Transaction PRSUs shall be eligible to vest upon the earlier of (x) the closing (the “ Closing ”) of the transactions (collectively, the “ Transaction ”) contemplated by the BCA and (y) the Expiration Date, and (ii) the remaining fifty percent (50%) of the Transaction PRSUs shall be eligible to vest on the Expiration Date. Vesting of the Transaction PRSUs shall be based on the Company’s total shareholder return relative to the Company’s peer group during the applicable performance period, subject to the Executive’s continued employment through the applicable vesting date, and further subject to accelerated vesting upon certain terminations of the Executive’s employment in accordance with Section 5(b) below and the Transaction PRSU award agreement. For the avoidance of doubt, upon a termination of the Executive's employment under Section 5(b) below, any Transaction PRSUs shall be treated in accordance with Section 5(b)(v)(B) below ( i.e., in the same manner as other PRSUs). In addition, for purposes of determining the level of attainment of the total shareholder return performance goals applicable to the Transaction PRSUs, the Company’s and each peer company’s share price shall equal (x) as of the grant date, the volume weighted average price of the Company’s (or such peer company’s) common stock over the ninety (90) calendar-day period ending with (and including) April 27, 2018, (y) as of the Closing, the average closing price of the Company’s (or such peer company’s) common stock over the thirty (30) calendar days immediately following the Closing, and (z) as of the Expiration Date, the average closing price of the Company’s (or such peer company’s) common stock over the thirty (30) calendar-day period ending on the Expiration Date.”

6.
For the avoidance of doubt, a termination of the Executive’s employment due to the expiration of the Term shall constitute a termination of the Executive’s employment by the Company other than for Cause under the Employment Agreement (including for purposes of Section 5(b) thereof). For clarity, Section 5(b)(v)(C) of the Employment Agreement will


2



apply upon a termination of the Executive’s employment due to the expiration of the Term (with notice of such termination deemed to have been given ninety (90) days prior to the expiration of the Term).

7.
The following paragraphs are hereby added to the Employment Agreement as Sections 5(b)(vi) and 5(b)(vii):

“(vi)
In addition, during the period commencing on the Termination Date and ending on the earlier of the end of the eighteenth (18 th ) full calendar month following the Termination Date or the date on which the Executive become eligible for coverage under a subsequent employer’s group medical and dental plans (in either case, the “ COBRA Period ”), subject to the Executive’s valid election to continue healthcare coverage under Section 4980B of the Code, and the regulations thereunder, the Company will continue to provide to the Executive and the Executive’s dependents, at the Company’s sole expense, coverage under its group medical and dental plans at the same levels in effect on the Termination Date; provided , however , that if (i) any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the continuation coverage period to be, exempt from the application of Section 409A (as defined below) under Treasury Regulation Section 1.409A-1(a)(5), (ii) the Company is otherwise unable to continue to cover the Executive or the Executive’s dependents under its group health plans, or (iii) the Company cannot provide the benefit without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then, in any such case, an amount equal to the dollar value of the balance of the Company’s subsidy shall thereafter be paid to the Executive in substantially equal, then-currently-taxable monthly installments over the COBRA Period (or remaining portion thereof). In the event the Company-subsidized portion of the coverage cost paid on the Executive’s or the Executive’s dependents’ behalf during the COBRA Period, as described above, would cause the Executive to be taxable on reimbursements under the applicable plans by reason of the application of Section 105(h) of the Code (and the Company is not paying such amounts to the Executive in then-currently taxable monthly installments as contemplated by the preceding sentence), such Company-subsidized portion of the coverage cost will to be imputed as taxable income to the Executive; plus
(vii)
During the period commencing on the Termination Date and ending on the eighteen-(18) month anniversary thereof, the Company shall provide to Executive, at its sole expense, an exclusive office and exclusive assistant or, if not furnished by the Company, the Company shall pay directly or reimburse Executive for (at the Company’s election) the costs of an exclusive leased office space and exclusive assistant selected by Executive; provided that the aggregate cost to the Company of the office and assistant provided under this Section 5(b)(viii) shall not exceed $25,000 per month. For the avoidance of doubt, Executive shall be solely liable for any taxes (if any) arising in connection with the foregoing. The payments and benefits described in Section 5(b)(vi) above and this Section 5(b)(vii) are conditioned upon Executive’s timely execution and non-revocation of the Separation Agreement in accordance with the last paragraph of Section 5(b) of this Agreement.”
9.
The Company shall promptly reimburse the Executive for his legal fees incurred in connection with this First Amendment, not to exceed $25,000, upon reasonable documentation.


3



10.
This First Amendment shall become effective as of the Amendment Effective Date. If the BCA is not fully executed for any reason, this First Amendment shall be null and void and of no force or effect.
11.
This First Amendment shall be and hereby is incorporated into and forms a part of the Employment Agreement.
12.
Except as expressly provided herein, all terms and conditions of the Employment Agreement shall remain in full force and effect.
( Remainder of page intentionally left blank )



4



IN WITNESS WHEREOF , the Company and Executive have executed this First Amendment as of the date first above written.


 
COMPANY
 
 
T-Mobile US, Inc.
 
 
 
 
 
 
/s/ Teresa Taylor
 
 
Name:
Teresa Taylor
 
 
Title:
Chair, Compensation Committee of
 
 
the Board of Directors
 
 
 
 
 
 
 
 
 
 
EXECUTIVE
 
 
 
 
 
 
/s/ John Legere
 
 
John Legere
 



( Signature Page to First Amendment to Employment Agreement )


EXHIBIT 10.11

FIRST AMENDMENT TO
UPDATED TERM SHEET

THIS FIRST AMENDMENT TO UPDATED TERM SHEET (this “ First Amendment ”), dated as of April 28, 2018 and effective as of the Amendment Effective Date (as defined below) is entered into by and between T-Mobile US, Inc. (the “ Company ”) and Michael Sievert (“ Executive ”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Term Sheet (as defined below).
RECITALS
WHEREAS , the Company and Executive are parties to that certain Updated Compensation Term Sheet, dated as of January 1, 2017 (the “ Term Sheet ”), which sets forth the terms and conditions of Executive’s employment as Chief Operating Officer of the Company;
WHEREAS , the Company anticipates entering into a Business Combination Agreement with Sprint Corporation and certain other parties named therein (the “ BCA ”) on or around April 29, 2018; and
WHEREAS , in connection with the Company’s entrance into the BCA, effective as of the date on which the BCA is fully executed (the “ Amendment Effective Date ”), the Company and Executive mutually desire to amend the Term Sheet as set forth herein.
NOW, THEREFORE , in consideration of Executive’s continued service with the Company, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, effective as of the Amendment Effective Date, the Company and Executive hereby agree as follows:
AMENDMENT
1.
The references to “Chief Operating Officer (“COO”) of the Company” in Attachment A and in the Sections entitled “General” and “Position” in the Term Sheet are hereby deleted and replaced with “President and Chief Operating Officer (“COO”) of the Company”.

2.
The following is hereby added as the last sentence of the Section entitled “Position” in the Term Sheet:

“Upon the Closing of the Transaction (each as defined below), you will serve as President and COO of the principal entity resulting from the Transaction (such principal entity, “ NewCo ”).”
3.
The following is hereby added as the second sentence of the first bullet point under the Section entitled “Compensation - Salary”:

“Effective as of the Amendment Effective Date, your annual rate will increase to $1,200,000 per year.”
4.
The following is hereby added as the second sentence of the first bullet under the Section entitled “Compensation - Long-Term Incentive (LTI)”:

“Effective as of the Amendment Effective Date, with the next annual LTI award after such date anticipated to be granted in February 2019, your annual LTI award target value (as determined by the Compensation Committee or the Section 16 Subcommittee of the Company’s Board of Directors) will automatically increase to $10,350,000.”


1



5.
The following is hereby added as the last paragraph of the Section entitled “Compensation” in the Term Sheet:

Transaction PRSUs :
Effective as of the Amendment Effective Date, the Company will grant to you, under the Plan, a one-time award of performance-based restricted stock units (“ PRSUs ”) with respect to a number of shares of Company common stock equal to the quotient of $20,000,000 divided by the volume weighted average price of the Company’s common stock over the 90 calendar-day period ending with (and including) April 27, 2018, rounded up to the nearest whole share (the “ Transaction PRSUs ”).

The Transaction PRSUs will be subject to substantially the same terms and conditions applicable to the award of PRSUs granted to you on February 15, 2018, except that: (i) 50% of the Transaction PRSUs shall be eligible to vest upon the earlier of (x) the closing (the “ Closing ”) of the transactions (collectively, the “ Transaction ”) contemplated by the BCA and (y) the third (3 rd ) anniversary of the Grant Date, and (ii) the remaining 50% of the Transaction PRSUs shall be eligible to vest on the third (3 rd ) anniversary of the Grant Date. Vesting of the Transaction PRSUs shall be based on the Company’s total shareholder return relative to the Company’s peer group during the applicable performance period, subject to your continued employment through the applicable vesting date, and further subject to accelerated vesting upon certain terminations of your employment in accordance the Section entitled “Severance” below and the Transaction PRSU award agreement (and any other applicable Company plan or arrangement in which you participate). In addition, for purposes of determining the level of attainment of the total shareholder return performance goals applicable to the Transaction PRSUs, the Company’s and each peer company’s share price shall equal (x) as of the grant date, the volume weighted average price of the Company’s (or such peer company’s) common stock over the 90 calendar-day period ending with (and including) April 27, 2018, (y) as of the Closing, the average closing price of the Company’s (or such peer company’s) common stock over the thirty (30) calendar days immediately following the Closing, and (z) as of the third (3 rd ) anniversary of the Grant Date, the average closing price of the Company’s (or such peer company’s) common stock over the 30 calendar-day period ending on such third (3 rd ) anniversary.”

6.
The first sentence of the Section of the Term Sheet entitled “Severance” (including the three bullet points and three sub-bullet points thereafter) is hereby amended and restated in its entirety as follows:

“If you are terminated by the Company other than for cause or are constructively discharged (each, a “qualifying termination”), the Company will pay or provide to you the following, conditioned on the release requirement provided below:
The Company will pay you an amount equivalent to two times the sum of (i) the annual base salary and (ii) Target STI for which you are eligible, payable in a single cash payment (less required tax withholdings) no later than 74 days following such qualifying termination; plus

The Company will pay you any STI for the last completed fiscal year of the Company preceding the termination date that is unpaid as of the termination date, irrespective of whether you are employed on the normal payment date, payable in a single cash payment (less required tax withholdings) no later than 74 days following such qualifying termination; plus



2



The Company will pay you a pro rata STI award for the fiscal year of the Company in which the qualifying termination occurs, based on the number of days in the fiscal year through the date of the qualifying termination divided by 365 and based on actual performance results for the fiscal year, payable no later than March 15 following the end of the fiscal year; plus

During the period commencing on the date of your qualifying termination and ending on the earlier of the end of the eighteenth (18th) full calendar month following such termination date or the date on which you become eligible for coverage under a subsequent employer’s group medical and dental plans (in either case, the “ COBRA Period ”), subject to your valid election to continue healthcare coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA), the Company will continue to provide to you and your dependents, at the Company’s sole expense, coverage under its group medical and dental plans at the same levels in effect on the termination date; provided, however, that if (i) any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the continuation coverage period to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), (ii) the Company is otherwise unable to continue to cover you or your dependents under its group health plans, or (iii) the Company cannot provide the benefit without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then, in any such case, an amount equal to the dollar value of the balance of the Company’s subsidy shall thereafter be paid to you in substantially equal, then-currently-taxable monthly installments over the COBRA Period (or remaining portion thereof). In the event the Company-subsidized portion of the coverage cost paid on you or your dependents’ behalf during the COBRA Period, as described above, would cause you to be taxable on reimbursements under the applicable plans by reason of the application of Section 105(h) of the Code (and the Company is not paying such amounts to you in then-currently-taxable monthly installments as contemplated by the preceding sentence), such Company-subsidized portion of the coverage cost will to be imputed as taxable income to you; plus

The Company shall, at its sole expense and on an as-incurred basis, provide you with outplacement counseling services directly related to your qualifying termination, for up to twelve (12) months following the termination date, the provider of which shall be selected by the Company; plus

With respect to any then-outstanding LTI or other equity awards awards (including your Transaction PRSUs, Special Award or other equity awards), unless the applicable award agreement provides for better treatment for you:
 
Each outstanding LTI award that is not subject to any performance vesting condition as of the date of the qualifying termination (each, a “ Time-Based Award ”), will vest in full (to the extent then-unvsted) on the date on which the release described below becomes effective and irrevocable (the “ Release Effective Date ”) (and shall remain outstanding and eligible to vest on the Release Effective Date); and

Each outstanding LTI award that is subject to any performance vesting condition as of the date of the qualifying termination (each, a “ Performance Award ”) will become earned and vested on the Release Effective Date (and shall remain outstanding and eligible to vest on the Release Effective Date) as follows:



3



A portion of each Performance Award, determined by multiplying (i) the full number of shares or units, as applicable, subject to such Performance Award by (ii) a fraction, the numerator of which equals the number of days elapsed from the commencement of the applicable performance period in effect as of your qualifying termination through (and including) the date of such qualifying termination and the denominator of which equals the total number of days in the applicable performance period, shall vest upon the Release Effective Date based on the actual level of actual performance determined as if the applicable performance period had ended as of the last trading day immediately preceding your termination date, and shall be paid to you no more than sixty (60) days following the Release Effective Date (unless subject to any deferral of earned and vested awards elected by you in accordance with the terms of the applicable LTI award agreement(s), in which case such deferral shall dictate payment timing); and

The remaining portion of each Performance Award, determined by multiplying (i) the full number of shares or units, as applicable, subject to such Performance Award by (ii) a fraction, the numerator of which equals the number of days from the date of your qualifying termination through the end of the applicable performance period in effect as of your qualifying termination and the denominator of which equals the total number of days in the applicable performance period, shall vest upon the Release Effective Date at target, and shall be paid to you no more than sixty (60) days following the Release Effective Date (unless subject to any deferral of earned and vested awards elected by you in accordance with the terms of the applicable LTI award agreement(s), in which case such deferral shall dictate payment timing).

In the event that you fail to execute the release described below in a timely fashion, any portion of a Time-Based Award or Performance Award that has been earned or paid to you after your qualifying termination but before your failure to timely execute the release, you agree that you will have no right, title or interest in such amount earned or paid and that you will cause such amount to be returned immediately to the Company upon notice.”

7.
The definition of “Constructive Discharge” or “Good Reason” set forth on Attachment A of the Term Sheet is hereby amended to add the following as subpart 2(vii) of such definition:

“(vii) you do not become CEO of the Company or NewCo, as applicable, with total target direct compensation that is mutually acceptable to you and the Company or NewCo, as applicable, within six (6) months after the earlier of the date on which the Closing occurs or the date on which the Company publicly announces that the Transaction will not close for any reason (as determined by the Company in its discretion).”
8.
The last sentence of the definition of “Constructive Discharge” or “Good Reason” set forth on Attachment A of the Term Sheet (which, for the avoidance of doubt, provides that the Executive will not have “Good Reason” to resign if he is offered certain positions by the Company or the


4



principal entity resulting from a Change in Control and, after good faith negotiations with the Company or its successor, declines) is hereby deleted in its entirety.

9.
This First Amendment shall become effective as of the Amendment Effective Date. If the BCA is not fully executed for any reason, this First Amendment shall be null and void and of no force or effect.

10.
This First Amendment shall be and hereby is incorporated into and forms a part of the Term Sheet.

11.
Except as expressly provided herein, all terms and conditions of the Term Sheet shall remain in full force and effect.

( Remainder of page intentionally left blank )
    


5



IN WITNESS WHEREOF , the Company and Executive have executed this First Amendment as of the date first above written.


 
COMPANY
 
 
T-Mobile US, Inc.
 
 
 
 
 
 
/s/ Elizabeth McAuliffe
 
 
Name:
Elizabeth McAuliffe
 
 
Title:
EVP, Human Resources
 
 
 
 
 
 
 
 
 
 
EXECUTIVE
 
 
 
 
 
 
/s/ Michael Sievert
 
 
Michael Sievert
 





EXHIBIT 10.12

FIRST AMENDMENT TO
AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “ First Amendment ”), dated as of April 28, 2018 and effective as of the Amendment Effective Date (as defined below) is entered into by and between T-Mobile US, Inc. (the “ Company ”), and J. Braxton Carter (“ Executive ”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Employment Agreement (as defined below).
RECITALS
WHEREAS , the Company and Executive are parties to that certain Amended and Restated Employment Agreement, dated as of December 20, 2017 (the “ Employment Agreement ”), which sets forth the terms and conditions of Executive’s employment as Executive Vice President and Chief Financial Officer of the Company;
WHEREAS , the Company anticipates entering into a Business Combination Agreement with Sprint Corporation and certain other parties named therein (the “ BCA ”) on or around April 29, 2018; and
WHEREAS , in connection with the Company’s entrance into the BCA, effective as of the date on which the BCA is fully executed (the “ Amendment Effective Date ”), the Company and Executive mutually desire to amend the Employment Agreement as set forth herein.
NOW, THEREFORE , in consideration of Executive’s continued service with the Company, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, effective as of the Amendment Effective Date, the Company and Executive hereby agree as follows:
AMENDMENT
1.
The Employment Agreement is hereby amended to provide, (i) that the “Term” of the Employment Agreement shall be the period commencing on the Effective Date and continuing until the Expiration Date (as defined below), (ii) to delete the references therein to extensions of the Term, and (iii) to clarify that, unless earlier terminated as permitted under the Employment Agreement, Executive’s employment with the Company will automatically terminate upon the expiration of the Term.

For purposes hereof, “ Expiration Date ” means the first to occur of the following dates:
(i)     if the Closing occurs, the twentieth (20 th ) day following the first quarterly or annual financial filing made by the Company (or the combined entity resulting from the Closing) after the closing of the transactions contemplated by the BCA (the “ Closing ”);
(ii)     if (x) prior to March 1, 2019, the Company publicly announces that the Closing will not occur for any reason and (y) the deadline for the Company’s next quarterly or annual financial filing after such public announcement is after March 1, 2019, the twentieth (20 th ) day following the date on which such quarterly or annual filing is made by the Company;
(iii)     if (x) prior to March 1, 2019, the Company publicly announces that the Closing will not occur for any reason and (y) the deadline for the Company’s next quarterly or annual financial filing after such public announcement is before March 1, 2019, March 1, 2019; and

1



(iv)     if, after March 1, 2019, the Company publicly announces that the Closing will not occur for any reason, the twentieth (20 th ) day following the first quarterly or annual financial filing made by the Company after such public announcement.
2.
For clarity, a termination of Executive’s employment under the Employment Agreement due to the expiration of the Term shall constitute a termination of the Executive’s employment by the Company without Cause under the Employment Agreement and under that certain letter agreement between Executive and the Company, dated as of the Amendment Effective Date, providing for Executive’s eligibility for severance payments and benefits following the Closing (or the Company’s public announcement that the Closing will not occur).

3.
This First Amendment shall become effective as of the Amendment Effective Date. If the BCA is not fully executed for any reason, this First Amendment shall be null and void and of no force or effect.

4.
This First Amendment shall be and hereby is incorporated into and forms a part of the Employment Agreement.

5.
Except as expressly provided herein, all terms and conditions of the Employment Agreement shall remain in full force and effect.

( Remainder of page intentionally left blank )


2



IN WITNESS WHEREOF , the Company and Executive have executed this First Amendment as of the date first above written.


 
COMPANY
 
 
T-Mobile US, Inc.
 
 
 
 
 
 
/s/ Elizabeth McAuliffe
 
 
Name:
Elizabeth McAuliffe
 
 
Title:
EVP, Human Resources
 
 
 
 
 
 
 
 
 
 
EXECUTIVE
 
 
 
 
 
 
/s/ J. Braxton Carter
 
 
J. Braxton Carter
 


( Signature Page to First Amendment to Employment Agreement )
EXHIBIT 10.13


FIRST AMENDMENT TO THE THIRD AMENDED AND RESTATED
MASTER RECEIVABLES PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO THE THIRD AMENDED AND RESTATED MASTER RECEIVABLES PURCHASE AGREEMENT, dated April 3, 2018 (this “ Amendment ”), is by and among T-MOBILE AIRTIME FUNDING LLC (“ T-Mobile Funding ” or the “ Funding Seller ”); BILLING GATE ONE LLC (the “ Purchaser ”); LANDESBANK HESSEN-THÜRINGEN GIROZENTRALE (“ Helaba ” or, in its capacity as Bank Purchasing Agent on behalf of the Bank Purchasers, the “ Bank Purchasing Agent ” and a “ Co-Agent ”); MUFG BANK (EUROPE) N.V. GERMANY BRANCH, (“ MUFG ” or, in its capacity as Bank Collections Agent on behalf of the Bank Purchasers, the “ Bank Collections Agent ” and a “ Co-Agent ”); T-MOBILE PCS HOLDINGS LLC, as Servicer (“ T-Mobile PCS Holdings ” or the “ Servicer ”); and T-MOBILE US, INC., a Delaware corporation (“ TMUS ”) and T-MOBILE USA, INC. , a Delaware corporation ( “TMUSA ”) (collectively, the “ Performance Guarantor ”).
RECITALS:
WHEREAS, the parties hereto have entered into the Third Amended and Restated Master Receivables Purchase Agreement, dated as of February 5, 2018, (as amended, supplemented or otherwise modified from time to time, the “ Agreement ”); and
WHEREAS, as of April 1, 2018, The Bank Of Tokyo-Mitsubishi UFJ, Ltd., Düsseldorf Branch (previously a branch of Bank Of Tokyo-Mitsubishi UFJ, Ltd.) was transferred under MUFG Bank (Europe) N.V. as part of intragroup reorganization. As a result, MUFG assumed all rights and obligations of The Bank Of Tokyo-Mitsubishi UFJ, Ltd., Düsseldorf Branch under the Agreement; and
WHEREAS, the parties hereto wish to amend the Agreement as set forth in this Amendment.
NOW, THEREFORE, the parties hereto, in consideration of their mutual covenants hereinafter set forth and intending to be legally bound hereby, agree as follows:

ARTICLE 1

DEFINITIONS
Section 1.01      Capitalized Terms . Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed thereto in the Agreement.







ARTICLE 2

AMENDMENTS
Section 2.01      Amendments to the Agreement.
(a)      Section 1.1 of the Agreement is hereby amended by adding the following definitions in alphabetical order:
Acceptable Differential ” means, for Helaba and MUFG, the percentage specified for such Bank Purchaser in the applicable Fee Letter.
Beneficial Owner ” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that (a) in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time and (b) in the case of a “group” pursuant to Rule 13d-5(b)(1) of the Exchange Act which group includes one or more Permitted Holders (or one or more Permitted Holders is deemed to share Beneficial Ownership with one or more other persons of any shares of Capital Stock), (i) such “group” shall be deemed not to have Beneficial Ownership of any shares held by such Permitted Holder and (ii) any person (other than such Permitted Holder) that is a member of such group (or sharing such Beneficial Ownership) shall be deemed not to have Beneficial Ownership of any shares held by such Permitted Holder (or in which any such Person shares beneficial ownership). The term “Beneficial Ownership” has a corresponding meaning.
Capital Stock ” means
(a) in the case of a corporation, corporate stock;
(b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;
(c) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests, respectively; and
(d) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.
Change of Control Triggering Event ” means the occurrence of a Change of Control:
(a) (i) that is accompanied or followed by a downgrade by one or more gradations (including gradations within ratings categories as well as between ratings


-2-



categories) or withdrawal of the rating of any series of Senior Notes of TMUSA within the Ratings Decline Period by at least two out of the three Rating Agencies and (ii) the rating of any series of Senior Notes of TMUSA on any day during such Ratings Decline Period is below the rating by each such Rating Agency in effect immediately preceding the first public announcement of the Change of Control (or occurrence thereof if such Change of Control occurs prior to public announcement), provided that in making the relevant decision(s) referred to above to downgrade or withdraw such ratings, as applicable, the relevant Rating Agency announces publicly or confirms in writing during such Ratings Decline Period that such decision(s) resulted, in whole or in part, from the occurrence (or expected occurrence) of such Change of Control or the announcement of the intention to effect such Change of Control; provided, further that no Change of Control Triggering Event shall be deemed to occur if at the time of the applicable downgrade the rating of any series of Senior Notes of TMUSA by at least two out of the three Rating Agencies is investment grade; or
(b) as to which the Bank Purchasing Agent has not had the opportunity to complete a satisfactory “know your client” review process; or
(c) which results in TMUS or any of its Affiliates being classified as a Sanctioned Person (as defined in Section 27.1); or
(d) as to which, at the time of the Change of Control, each of the legal opinions in connection with this Agreement which were delivered on November 30, 2016, has not been, upon request, timely re-issued in form and substance reasonably satisfactory to the Bank Purchasing Agent and its counsel.
Cost of Funds Rate ” means, with respect to any Accrual Period, (a) for Helaba and MUFG, the rate per annum, calculated, in good faith, by such Bank Purchaser, which reflects such Bank Purchaser’s cost of funding its Ratable Share of the Funded Amount, taking into account such costs and expenses related thereto as it deems appropriate, as notified by such Bank Purchaser to the Funding Seller and the Servicer on the Business Day prior to each Settlement Date and (b) for Autobahn, its LIBOR Rate.
Fitch ” means Fitch Ratings, Inc.
MUFG means MUFG Bank (Europe) N.V. Germany Branch.
Permitted Holder ” means (i) Deutsche Telekom and (ii) any direct or indirect Subsidiary of Deutsche Telekom.
Rating Agency ” means each of Moody’s, S&P, Fitch and, if any of Moody’s, S&P or Fitch ceases to exist or ceases to rate the Senior Notes for reasons outside of the control of TMUSA, any other nationally recognized statistical rating organization selected by TMUSA as a replacement agency.
Ratings Decline Period ” means the period that (i) begins on the earlier of (a) the date of the first public announcement of the occurrence of a Change of Control or of the intention


-3-



by TMUSA or a shareholder of TMUSA, as applicable, to effect a Change of Control or (b) the occurrence thereof and (ii) ends 90 days following consummation of such Change of Control; provided that such period shall be extended for so long as the rating of the Senior Notes of the applicable series, as noted by the applicable Rating Agency, is under publicly announced consideration for downgrade by the applicable Rating Agency.
Senior Notes ” means the senior unsecured notes issued pursuant to the base indenture, dated as of April 28, 2013, among TMUSA, each of the guarantors party thereto, Deutsche Bank Trust Company Americas, as trustee, as amended, supplemented or otherwise modified from time to time (and any substantially identical notes issued in respect thereof).
TMUSA ” means T-Mobile USA, Inc.
Voting Stock ” means, with respect to any specified Person as of any date, the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.
Wholly Owned Subsidiary ” means, as to any Person, any other Person all of the Capital Stock of which (other than (a) directors’ qualifying shares and (b) nominal shares issued to foreign nationals to the extent required by applicable Requirement of Law) is owned by such Person directly and/or through other Wholly Owned Subsidiaries.
(b)      Section 1.1 of the Agreement is hereby amended by amending and restating the following definitions to read as follows:
Change of Control ” means the occurrence of any of the following: (1) the occurrence of any of the following: (a) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of TMUSA and its Subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d) of the Exchange Act) other than any such disposition to a Subsidiary or a Permitted Holder; (b) the adoption of a plan relating to the liquidation or dissolution of TMUSA; (c) the consummation of any transaction (including any merger or consolidation), the result of which is that any “person” (as defined above), other than a Permitted Holder, becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of TMUS (or its successor by merger, consolidation or purchase of all or substantially all of its assets or its equity), measured by voting power rather than number of shares; or (d) TMUSA ceases to be a direct or indirect Wholly Owned Subsidiary of TMUS.
KfW Guarantee Facility Agreement means that certain November 2016 Amended and Restated Guarantee Facility Agreement, dated December 5, 2016, by and among TMUS, the Funding Seller and KfW.
LIBOR Rate ” of any Bank Purchaser means (A) with respect to Helaba and MUFG, 1-Month LIBOR, and (B) with respect to Autobahn, prior to the May 2018 Settlement Date, 3-Month LIBOR and on and after the May 2018 Settlement Date, 1-Month LIBOR.


-4-




Performance Guarantor ” means, notwithstanding clause (6) of the recitals hereto, TMUS and TMUSA, jointly and severally, and in the future, any other Person acting as guarantor pursuant to a Performance Guarantee.
Subsidiary ” means, with respect to any specified Person (i) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and (ii) any partnership (A) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (B) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).
(c)      Section 1.1 of the Agreement is hereby amended by replacing the references to “the Performance Guarantor” with “TMUS” in the definitions of “Consolidated Debt,” “Consolidated EBITDA,” “Consolidated Net Income,” “Consolidated Shareholders’ Equity,” and “Consolidated Total Assets.”
(d)      Section 4.2(b) is hereby amended by adding the words “until the May 2018 Settlement Date” immediately after the word “thereafter” at the end of the first clause thereof.
(e)      Section 4.2 is hereby amended by adding the following two subsections:
(c)    On the May 2018 Settlement Date and each subsequent Settlement Date thereafter until the Settlement Date specified in a notice given pursuant to subsection 4.2(d) with respect to a specific Bank Purchaser, the Purchaser, for the benefit of each Bank Purchaser, shall be entitled to receive from Collections a fee in an amount equal to the product of (a) such Bank Purchaser’s Cost of Funds Rate for the immediately preceding Accrual Period plus such Bank Purchaser’s Factoring Fee Margin in effect during such Accrual Period, (b) such Bank Purchaser’s Ratable Share of the Funded Amount on the immediately preceding Settlement Date and (c) a fraction, (i) the numerator of which is the actual number of days that elapsed during the most recently ended Accrual Period and (ii) the denominator of which is 360.

(d)    In the event that the Cost of Funds Rate for Helaba or MUFG is more than the Acceptable Differential in excess of the LIBOR Rate for such Bank Purchaser, the Funding Seller may give irrevocable notice to such Bank Purchaser that it wishes to base future payments of the Factoring Fee on the LIBOR Rate for such Bank Purchaser beginning on the Settlement Date (specified in such notice) which follows a complete Accrual Period after the date of such notice. Thereafter, on such Settlement Date and each Settlement Date thereafter, the Purchaser, for the benefit of such Bank


-5-



Purchaser, shall be entitled to receive from Collections a fee in an amount equal to the product of (a) such Bank Purchaser’s LIBOR Rate for the immediately preceding Accrual Period plus such Bank Purchaser’s Factoring Fee Margin in effect during such Accrual Period, (b) such Bank Purchaser’s Ratable Share of the Funded Amount on the immediately preceding Settlement Date and (c) a fraction, (i) the numerator of which is the actual number of days that elapsed during the most recently ended Accrual Period and (ii) the denominator of which is 360. For the avoidance of doubt, upon delivery of such irrevocable notice, the Funding Seller shall not again be permitted to request to base any future payments of such Bank Purchaser’s Factoring Fee on the Cost of Funds Rate.
(f)      Section 6.2 is hereby amended by amendment and restatement of the lead-in sentence as follows:
“Each of TMUS and TMUSA hereby represents and warrants to each of the Purchasing Entities that, as of the date hereof and each Purchase Date:”
(g)      The definition of “KfW Termination Date” and Sections 7.1(k)(A), (B) and (F) and 20.4 of the Agreement are hereby amended by replacing the references to “the Performance Guarantor” with “TMUS.”
(h)      Section 11.4(i) of the Agreement is hereby amended by amendment and restatement of such section as follows:
“(i) a Change of Control Triggering Event shall have occurred;”
(i)      The following Section 19.10 of the Agreement is hereby added as a new section:
“19.10. Joint and Several Obligations . Each of TMUS and TMUSA agrees to perform the obligations of the Performance Guarantor hereunder on a joint and several basis.”
(j)      Article 19 is hereby amended by replacing each occurrence of the term “TMUS Guaranteed Obligations” (including in the definition thereof) with the term “Performance Guaranteed Obligations”.
(k)      Section 27.2 is hereby amended by amendment and restatement of the lead-in sentence as follows:
“Each of TMUS and TMUSA hereby represents and warrants to each of the Purchasing Entities that, (x) with respect to TMUS, as of the November 2014 Amendment Effective Date, and (y) with respect to each of TMUS and TMUSA, as of the date hereof and each Purchase Date thereafter:”
(l)      The Agreement is hereby amended by replacing all references to “BTMU” with “MUFG.”


-6-



ARTICLE 3

EFFECTIVENESS; RATIFICATION
Section 3.01      Effectiveness . This Amendment shall become effective up delivery of executed counterparts to the Co-Agents, and this Amendment thereafter shall be binding on the parties hereto and their respective successors and assigns as of the date hereof.
Section 3.02      Incorporation; Ratification.
(a)      On and after the execution and delivery hereof, this Amendment shall be a part of the Agreement and each reference in the Agreement to “this Agreement” or “hereof”, “hereunder” or words of like import, and each reference in any other Related Document to the Agreement shall mean and be a reference to such Agreement as previously amended, and as amended, modified and consented to hereby.
(b)      Except as expressly provided herein, the Agreement shall remain in full force and effect and is hereby ratified and confirmed by the parties hereto.
(c)      After giving effect to this Amendment, (i) TMUSA is added as a Performance Guarantor, jointly and severally, with TMUS in the Agreement, and (ii) the Performance Guarantee is and shall continue to be in full force and effect.
ARTICLE 4

MISCELLANEOUS
Section 4.01      Representations and Warranties.
(a)      The Funding Seller hereby represents and warrants to the Purchaser and the Bank Purchasers that its representations and warranties set forth in Section 6.1 of the Agreement are true and correct in all material respects as of the date hereof.
(b)      The Servicer hereby represents and warrants to the Purchaser and the Bank Purchasers that its representations and warranties set forth in Section 3.12 of the Agreement are true and correct in all material respects as of the date hereof.
(c)      Each of TMUS and TMUSA hereby represents and warrants to the Purchaser and the Bank Purchasers that its representations and warranties set forth in Section 6.2 of the Agreement are true and correct in all material respects as of the date hereof.
Section 4.02      No Other Amendments; Status of Agreement and Related Documents . The amendments set forth herein are limited as specified and shall not be construed as an amendment to any other term or provision of the Agreement.
Section 4.03      Governing Law . THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES, EXCEPT TO THE EXTENT THAT THE


-7-



PERFECTION OF THE RESPECTIVE INTERESTS OF THE CO-AGENTS, THE PURCHASER AND THE BANK PURCHASERS IN THE PURCHASED RECEIVABLES AND THE RELATED RIGHTS ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK.
Section 4.04      Counterparts . This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute this Amendment by signing such counterpart.
[Signatures on following page]



-8-



IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Amendment to be duly executed as of the date first above written.

 
T-MOBILE AIRTIME FUNDING LLC
 
as Funding Seller
 
 
 
 
 
 
 
By:
/s/ Dirk Wehrse
 

Name: Dirk Wehrse
 
 
Title: Senior Vice President, Treasury & Treasurer

 
BILLING GATE ONE LLC

 
as Purchaser
 
 
 
 
 
 
 
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



[Signature Page to the 1st Amendment to the 3rd A&R MRPA]



 
LANDESBANK HESSEN-THÜRINGEN
 
GIROZENTRALE,
 
as Bank Purchasing Agent
 
 
 
 
 
 
 
By:
/s/ Bjoern Mollner
 
 
Name: Bjoern Mollner
 
 
Title: SVP
 
 
 
 
 
 
 
By:
/s/ Daniel Geflitter
 
 
Name: Daniel Geflitter
 
 
Title: Associate



[Signature Page to the 1st Amendment to the 3rd A&R MRPA]



 
MUFG BANK (EUROPE) N.V. GERMANY
 
BRANCH,
 
as Bank Collections Agent
 
 
 
 
 
 
 
By:
/s/ Taketoshi Obata
 
 
Name: Taketoshi Obata
 
 
Title: Managing Director
 
 
 
 
 
 
 
By:
/s/ Stephan Stamm
 
 
Name: Stephan Stamm
 
 
Title: Managing Director



[Signature Page to the 1st Amendment to the 3rd A&R MRPA]



 
AUTOBAHN FUNDING COMPANY LLC,
 
as the Conduit Purchaser and as a Bank Purchaser
 
 
 
 
 
 
 
By:
/s/ Alexander Ploch
 
 
Name: Alexander Ploch
 
 
Title: Senior Vice President
 
 
 
 
 
 
 
By:
/s/ Christian Haesslein
 
 
Name: Christian Haesslein
 
 
Title: Director

 
DZ BANK AG DEUTSCHE ZENTRAL-
 
GENOSSENSCHAFTSBANK, FRANKFURT AM
 
MAIN, NEW YORK BRANCH,
 
as the Conduit Agent
 
 
 
 
 
 
 
By:
/s/ Alexander Ploch
 
 
Name: Alexander Ploch
 
 
Title: Senior Vice President
 
 
 
 
 
 
 
By:
/s/ Christian Haesslein
 
 
Name: Christian Haesslein
 
 
Title: Director



[Signature Page to the 1st Amendment to the 3rd A&R MRPA]



 
T-MOBILE PCS HOLDINGS LLC,
 
as Servicer
 
 
 
 
 
 
 
By:
/s/ Dirk Wehrse
 
 
Name: Dirk Wehrse
 
 
Title: Senior Vice President, Treasury & Treasurer

 
T-MOBILE US, INC.,
 
as Performance Guarantor
 
 
 
 
 
 
 
By:
/s/ Dirk Wehrse
 
 
Name: Dirk Wehrse
 
 
Title: Senior Vice President, Treasury & Treasurer

 
T-MOBILE USA, INC.,
 
as Performance Guarantor
 
 
 
 
 
 
 
By:
/s/ Dirk Wehrse
 
 
Name: Dirk Wehrse
 
 
Title: Senior Vice President, Treasury & Treasurer

ACKNOWLEDGED AND AGREED:
 
 
 
KfW IPEX-BANK GESELLSCHAFT MIT BESCHRAENKTER HAFTUNG
 
 
 
 
 
 
By:
/s/ Sebastian Eberle
 
 
Name: Sebastian Eberle
 
 
Title: Director
 
 
 
 
 
 
 
By:
/s/ Franziska Wörner
 
 
Name: Franziska Wörner
 
 
Title: Assistant Vice President
 



[Signature Page to the 1st Amendment to the 3rd A&R MRPA]
EXHIBIT 10.14


SECOND AMENDMENT TO SECOND AMENDED AND RESTATED
RECEIVABLES PURCHASE AND ADMINISTRATION AGREEMENT
THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AND ADMINISTRATION AGREEMENT (this “ Amendment ”), dated as of April 3, 2018 (the “ Second Amendment Closing Date ”), is by and among T-MOBILE HANDSET FUNDING LLC (the “ Transferor ”), as transferor, T-MOBILE FINANCIAL LLC (“ Finco ”), individually and as servicer, T-MOBILE US, INC. and T-MOBILE USA, INC., jointly and severally as guarantors (collectively, the “ Guarantor ”), ROYAL BANK OF CANADA, as Administrative Agent (the “ Administrative Agent ”), and the various Funding Agents party to the RPAA referenced below.
RECITALS:
WHEREAS, the parties hereto have entered into the Second Amended and Restated Receivables Purchase and Administration Agreement, dated as of August 21, 2017 (as amended, supplemented or otherwise modified from time to time, the “ RPAA ”); and
WHEREAS, the parties hereto wish to amend the RPAA as set forth in this Amendment.
NOW, THEREFORE, the parties hereto, in consideration of their mutual covenants hereinafter set forth and intending to be legally bound hereby, agree as follows:
ARTICLE 1

DEFINITIONS
Section 1.01      Capitalized Terms . Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed thereto in the RPAA.
ARTICLE 2

AMENDMENTS
Section 2.01      Amendments to the RPAA.
(a)      Section 1.1 of the RPAA is hereby amended by addition of the following definitions in correct alphabetical order:
Beneficial Owner ” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that (a) in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time and (b) in the case of a “group” pursuant to Rule 13d-5(b)(1) of the Exchange Act which group includes one or




more Permitted Holders (or one or more Permitted Holders is deemed to share Beneficial Ownership with one or more other persons of any shares of Capital Stock), (i) such “group” shall be deemed not to have Beneficial Ownership of any shares held by such Permitted Holder and (ii) any person (other than such Permitted Holder) that is a member of such group (or sharing such Beneficial Ownership) shall be deemed not to have Beneficial Ownership of any shares held by such Permitted Holder (or in which any such Person shares beneficial ownership). The term “Beneficial Ownership” has a corresponding meaning.
Board of Directors ” means (a) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board; (b) with respect to a partnership, the Board of Directors of the general partner of the partnership; (c) with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof; and (d) with respect to any other Person, the board or committee of such Person serving a similar function.
Capital Stock ” means
(a) in the case of a corporation, corporate stock;
(b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;
(c) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests, respectively; and
(d) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.
Change of Control Triggering Event ” means the occurrence of a Change of Control:

(a)(i) that is accompanied or followed by a downgrade by one or more gradations (including gradations within ratings categories as well as between ratings categories) or withdrawal of the rating of any series of Senior Notes of TMUSA within the Ratings Decline Period by at least two out of the three Rating Agencies and (ii) the rating of any series of Senior Notes of TMUSA on any day during such Ratings Decline Period is below the rating by each such Rating Agency in effect immediately preceding the first public announcement of the Change of Control (or occurrence thereof if such Change of Control occurs prior to public announcement), provided that in making the relevant decision(s) referred to above to downgrade or withdraw such ratings, as applicable, the relevant Rating Agency announces publicly or confirms in writing during such Ratings Decline Period that such decision(s) resulted, in whole or in part, from the occurrence (or expected


2



occurrence) of such Change of Control or the announcement of the intention to effect such Change of Control; provided, further that no Change of Control Triggering Event shall be deemed to occur if at the time of the applicable downgrade the rating of any series of Senior Notes of TMUSA by at least two out of the three Rating Agencies is investment grade; or

(b) as to which the Administrative Agent has not had the opportunity to complete a satisfactory “know your client” review process; or

(c) which results in TMUS or any of its Affiliates being classified as a Sanctioned Person; or

(d) as to which, at the time of the Change of Control, each of the legal opinions in connection with this Agreement and the Performance Guaranty which were delivered on the 2017 Amendment Closing Date, has not been, upon request, timely re-issued in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
Conduit Purchaser Rating Agency ” shall mean, at any time, any nationally recognized statistical rating organization which assigns a rating to any Conduit Purchaser’s Commercial Paper.
Permitted Holder ” means (i) Deutsche Telekom and (ii) any direct or indirect Subsidiary of Deutsche Telekom.
Ratings Decline Period ” means the period that (i) begins on the earlier of (a) the date of the first public announcement of the occurrence of a Change of Control or of the intention by TMUSA or a shareholder of TMUSA, as applicable, to effect a Change of Control or (b) the occurrence thereof and (ii) ends 90 days following consummation of such Change of Control; provided that such period shall be extended for so long as the rating of the Senior Notes of the applicable series, as noted by the applicable Rating Agency, is under publicly announced consideration for downgrade by the applicable Rating Agency.
Senior Notes ” means the senior unsecured notes issued pursuant to the base indenture, dated as of April 28, 2013, among TMUSA, each of the guarantors party thereto, Deutsche Bank Trust Company Americas, as trustee, as amended, supplemented or otherwise modified from time to time (and any substantially identical notes issued in respect thereof).
Wholly Owned Subsidiary ” means, as to any Person, any other Person all of the Capital Stock of which (other than (a) directors’ qualifying shares and (b) nominal shares issued to foreign nationals to the extent required by applicable Requirement of Law) is owned by such Person directly and/or through other Wholly Owned Subsidiaries.


3




(b)      Section 1.1 of the RPAA is hereby amended by amending and restating the following definitions to read as follows:
Change of Control ” means the occurrence of any of the following: (a) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of TMUSA and its Subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d) of the Exchange Act) other than any such disposition to a Subsidiary or a Permitted Holder; (b) the adoption of a plan relating to the liquidation or dissolution of TMUSA; (c) the consummation of any transaction (including any merger or consolidation), the result of which is that any “person” (as defined above), other than a Permitted Holder, becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Shares of TMUS (or its successor by merger, consolidation or purchase of all or substantially all of its assets or its equity), measured by voting power rather than number of shares; or (d) TMUSA ceases to be a direct or indirect Wholly Owned Subsidiary of TMUS.
ERISA Group ” shall mean all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control which, together with the Guarantors, are treated as a single employer under Section 414 of the Code.
Guarantor ” means TMUS and TMUSA, jointly and severally, and in the future, any other Person acting as guarantor pursuant to a Performance Guaranty.
Performance Guaranty ” shall mean the Performance Guaranty dated as of April 3, 2018 provided by each Guarantor to the Administrative Agent for the benefit of the guaranteed parties named therein, as amended, restated, supplemented or otherwise modified from time to time.
Rating Agency ” means each of Moody’s, S&P, Fitch and, if any of Moody’s, S&P or Fitch ceases to exist or ceases to rate the Senior Notes for reasons outside of the control of TMUSA, any other nationally recognized statistical rating organization selected by TMUSA as a replacement agency.
Subsidiary ” means, with respect to any specified Person (i) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and (ii) any partnership (A) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (B) the only


4



general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).
Voting Shares ” means, with respect to any specified Person as of any date, the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.
(c)      Section 1.1 of the RPAA is hereby amended by replacing the references to “the Guarantor” with “TMUS” in the definitions of “Consolidated Debt,” “Consolidated EBITDA,” “Consolidated Net Income,” “Consolidated Shareholders’ Equity,” and “Consolidated Total Assets.”
(d)      Section 3.4 of the RPAA is hereby amended by amendment and restatement of the lead-in sentence as follows:
“Each of TMUS and TMUSA represents and warrants to the Owners, the Funding Agents and the Administrative Agent that, (x) with respect to TMUS, as of the Original Closing Date, as of the 2016 Amendment Closing Date, and as of the 2017 Amendment Closing Date and, (y) with respect to each of TMUS and TMUSA, as of the Second Amendment Closing Date and as of each Addition Date:”
(e)      Sections 3.4(h), 3.8(b) and 3.8(c) of the RPAA are hereby amended by replacing the references to “the Guarantor” contained therein with “TMUS.”
(f)      Sections 3.9(a), 9.2(a) and 9.8(a) of the RPAA are hereby amended by replacing the references to “Rating Agency” contained therein with “Conduit Purchaser Rating Agency”.
(g)      Section 7.3(j) of the RPAA is hereby amended by amendment and restatement of such clause as follows:
“(j)    a Change of Control Triggering Event shall have occurred;”
(h)      Sections 7.3(n) and 7.3(p) of the RPAA are hereby amended by replacing the references to “the Guarantor” contained therein with “either Guarantor”.
ARTICLE 3

EFFECTIVENESS; RATIFICATION
Section 3.01      Effectiveness . This Amendment shall become effective, and this Amendment thereafter shall be binding on the parties hereto and their respective successors and assigns, as of the date first set forth above upon the following:
(a)      receipt by the Administrative Agent and each Funding Agent of the documents specified in Section 4.1(a) of the RPAA with respect to TMUSA;


5



(b)      receipt by the Administrative Agent and each Funding Agent of an executed copy of the Performance Guaranty dated as of the Second Amendment Closing Date; and
(c)      the execution and delivery of counterparts by the parties hereto.
Section 3.02      Incorporation; Ratification.
(a)      On and after the execution and delivery hereof, this Amendment shall be a part of the RPAA and each reference in the RPAA to “this Agreement” or “hereof”, “hereunder” or words of like import, and each reference in any other Related Document to the RPAA shall mean and be a reference to such RPAA as previously amended, and as amended, modified and consented to hereby.
(b)      Except as expressly provided herein, the RPAA shall remain in full force and effect and is hereby ratified and confirmed by the parties hereto.
(c)      After giving effect to this Amendment, (i) TMUSA is added as a Guarantor, jointly and severally, with TMUS in the RPAA, (ii) the Performance Guaranty is and shall continue to be in full force and effect, and (iii) unless otherwise specified in this Amendment, each reference to “Guarantor” in the RPAA shall mean a reference to each of TMUS and TMUSA, severally as a Guarantor, and jointly, as the Guarantor, as the context may require.
ARTICLE 4

MISCELLANEOUS
Section 4.01      Representations and Warranties.
(a)      The Transferor hereby represents and warrants to the Administrative Agent and the Owners that its representations and warranties set forth in Section 3.1 of the RPAA are true and correct in all material respects as of the date hereof.
(b)      Finco hereby represents and warrants to the Administrative Agent and the Owners that its representations and warranties set forth in Section 3.1 and Section 3.3 of the RPAA are true and correct in all material respects as of the date hereof.
(c)      Each of TMUS and TMUSA hereby represents and warrants to the Administrative Agent and the Owners that its representations and warranties set forth in Section 3.4 of the RPAA are true and correct in all material respects as of the date hereof.
Section 4.02      No Other Amendments; Status of RPAA and Related Documents . The amendments set forth herein are limited as specified and shall not be construed as an amendment to any other term or provision of the RPAA. Nothing herein shall obligate the Administrative Agent, any Conduit Purchaser, Committed Purchaser or Funding Agent to grant (or consent to) any future amendment or waiver of any kind under or in connection with the RPAA or entitle the Transferor to receive any such amendment or waiver under the RPAA. Except as otherwise expressly provided herein, this Amendment shall not constitute a waiver of any right, power or remedy of the Owners, the Funding Agents or the Administrative Agent set forth in the RPAA and


6



Related Documents, and except as expressly provided herein, this Amendment shall have no effect on any term or condition of the RPAA or Related Documents.
Section 4.03      Governing Law; Submission to Jurisdiction . THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. EACH OF THE PARTIES TO THIS AMENDMENT HEREBY AGREES TO THE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND ANY APPELLATE COURT HAVING JURISDICTION TO REVIEW THE JUDGMENTS THEREOF. EACH OF THE PARTIES HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER IN ANY OF THE AFOREMENTIONED COURTS.
Section 4.04      Counterparts . This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute this Amendment by signing such counterpart.
[signatures on following page]




7



IN WITNESS WHEREOF, each of the parties hereto have caused a counterpart of this Amendment to be duly executed as of the date first above written.

 
T-MOBILE HANDSET FUNDING LLC
 
as Transferor
 
 
 
 
 
 
 
By:
/s/ Dirk Wehrse
 
 
Name: Dirk Wehrse
 
 
Title: Senior Vice President, Treasury & Treasurer

 
T-MOBILE FINANCIAL LLC
 
In its individual capacity and as Servicer
 
 
 
 
 
 
 
By:
/s/ Dirk Wehrse
 
 
Name: Dirk Wehrse
 
 
Title: Assistant Treasurer

 
T-MOBILE US, INC.
 
as Guarantor
 
 
 
 
 
 
 
By:
/s/ Dirk Wehrse
 
 
Name: Dirk Wehrse
 
 
Title: Senior Vice President, Treasury & Treasurer

 
T-MOBILE USA, INC.
 
as Guarantor
 
 
 
 
 
 
 
By:
/s/ Dirk Wehrse
 
 
Name: Dirk Wehrse
 
 
Title: Senior Vice President, Treasury & Treasurer



[Signature Page to Second Amendment to 2 nd A&R RPAA]




 
ROYAL BANK OF CANADA
 
as Administrative Agent
 
 
 
 
 
 
 
By:
/s/ Edward V. Westerman
 
 
Name: Edward V. Westerman
 
 
Title: Authorized Signatory
 
 
 
 
 
 
 
By:
/s/ Stephen A. Kuklinski
 
 
Name: Stephen A. Kuklinski
 
 
Title: Authorized Signatory

 
ROYAL BANK OF CANADA
 
as a Funding Agent
 
 
 
 
 
 
 
By:
/s/ Edward V. Westerman
 
 
Name: Edward V. Westerman
 
 
Title: Authorized Signatory
 
 
 
 
 
 
 
By:
/s/ Stephen A. Kuklinski
 
 
Name: Stephen A. Kuklinski
 
 
Title: Authorized Signatory



[Signature Page to Second Amendment to 2 nd A&R RPAA]




 
LANDESBANK HESSEN-THÜRINGEN
 
GIROZENTRALE,
 
as a Funding Agent
 
 
 
 
 
 
 
By:
/s/ Bjoern Mollner
 
 
Name: Bjoern Mollner
 
 
Title: SVP
 
 
 
 
 
 
 
By:
/s/ Daniel Geflitter
 
 
Name: Daniel Geflitter
 
 
Title: Associate



[Signature Page to Second Amendment to 2 nd A&R RPAA]




 
MUFG BANK, LTD. F/K/A THE BANK OF TOKYO-
 
MITSUBISHI UFJ, LTD.,
 
as a Funding Agent
 
 
 
 
 
 
 
By:
/s/ Luna Mills
 
 
Name: Luna Mills
 
 
Title: Managing Director



[Signature Page to Second Amendment to 2 nd A&R RPAA]




 
BNP PARIBAS,
 
as a Funding Agent
 
 
 
 
 
 
 
By:
/s/ Mary Dierdorff
 
 
Name: Mary Dierdorff
 
 
Title: Managing Director
 
 
 
 
 
 
 
By:
/s/ Khoi-Anh Berger-Luong
 
 
Name: Khoi-Anh Berger-Luong
 
 
Title: Managing Director



[Signature Page to Second Amendment to 2 nd A&R RPAA]



EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S‑8 (Nos. 333-189095, 333-202176, 333-142007 and 333-168946) and in the Registration Statements on Form S-3 (Nos. 333-210920 and 333-210918) of T-Mobile US, Inc. of our report dated February 7, 2018 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in the Form 10-K for the year ended December 31, 2017.


/s/ PricewaterhouseCoopers LLP
Seattle, Washington
May 1, 2018





EXHIBIT 31.1

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

I, John J. Legere, certify that:

1.
I have reviewed this Quarterly Report on Form 10-Q of T-Mobile US, Inc.;

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

May 1, 2018

/s/ John J. Legere
John J. Legere
President and Chief Executive Officer




EXHIBIT 31.2

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

I, J. Braxton Carter, certify that:

1.
I have reviewed this Quarterly Report on Form 10-Q of T-Mobile US, Inc.;

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

May 1, 2018

/s/ J. Braxton Carter
J. Braxton Carter
Executive Vice President and Chief Financial Officer





EXHIBIT 32.1

Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of T-Mobile US, Inc. (the “Company”), on Form 10-Q for the quarter ended March 31, 2018 , as filed with the Securities and Exchange Commission (the “Report”), John J. Legere, President and Chief Executive Officer of the Company, does hereby certify, pursuant to § 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350), that to his knowledge:

1.
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

May 1, 2018

/s/ John J. Legere
John J. Legere
President and Chief Executive Officer





EXHIBIT 32.2

Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of T-Mobile US, Inc. (the “Company”), on Form 10-Q for the quarter ended March 31, 2018 , as filed with the Securities and Exchange Commission (the “Report”), J. Braxton Carter, Executive Vice President and Chief Financial Officer of the Company, does hereby certify, pursuant to § 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350), that to his knowledge:

1.
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

May 1, 2018

/s/ J. Braxton Carter
J. Braxton Carter
Executive Vice President and Chief Financial Officer