~~Lower branded postpaid phone Average Revenue Per User (“~~


•	Lower branded postpaid phone ARPU. See “Branded Postpaid Phone ARPU”~~). See Branded Postpaid Phone ARPU~~ in the “Performance Measures” section of this MD&A.

Branded prepaid revenues ~~increased $19~~were essentially flat for the three and nine months ended September 30, 2019.

Wholesale revenues decreased $17 million, or 1%5%, for the three months ended and ~~$190~~increased $59 million, or 7%, for the nine months ended September 30, 2019.

The decrease for the three months ended September 30, 2019, was primarily from a $53 million decrease in minimum commitment shortfalls recognized, partially offset by the continued success of our Mobile Virtual Network Operator (“MVNO”) partnerships.

The increase for the nine months ended September 30, 2019, was primarily from the continued success of our MVNO partnerships.

Roaming and other service revenues increased $42 million, or 47%, for the three months ended and $99 million, or 40%, for the nine months ended September 30, 2019, primarily from increases in domestic and international roaming revenues, including growth from Sprint.

Index for Notes to the Condensed Consolidated Financial Statements

Equipment revenues decreased $205 million, or 9%, for the three months ended and $104 million, or 1%, for the nine months ended September 30, 2019.

The decrease for the three months ended September 30, 2019, was primarily from:

A decrease of $128 million in device sales revenues, excluding purchased leased devices, primarily from:

A 10% decrease in the number of devices sold, excluding purchased lease devices; partially offset by

Higher average revenue per device sold primarily due to an increase in the high-end device mix and lower promotions;

A decrease of $34 million in lease revenues primarily due to a lower number of customer devices under lease; and

A decrease in proceeds from liquidations of inventory.

The decrease for the nine months ended September 30, 2019, was primarily from:

A decrease of $78 million in lease revenues primarily due to a lower number of customer devices under lease; and

A decrease of $24 million in device sales revenues, excluding purchased leased devices, primarily from:

A 10% decrease in the number of devices sold, excluding purchased leased devices; partially offset by

Higher average revenue per device sold primarily due to an increase in the high-end device mix and lower promotions.

Other revenues decreased $90 million, or 24%, for the three months ended and $124 million, or 12%, for the nine months ended September 30, 2019, primarily from:

A decrease of $46 million for the three months ended and $138 million for the nine months ended September 30, 2019 in co-location rental revenue from the adoption of the new lease standard; and

Hurricane-related reimbursements of $71 million included in the three and nine months ended September 30, 2018, compared to no impact from hurricanes in the three and nine months ended September 30, 2019; partially offset by

Higher advertising revenues.

Operating expenses increased $191 million, or 2%, for the three months ended and $939 million, or 3%, for the nine months ended September 30, ~~2018~~2019, primarily ~~from:~~from higher Selling, general and administrative expenses and Cost of services as discussed below.

~~Higher average branded prepaid customers driven by~~Cost of services, exclusive of depreciation and amortization, increased $147 million, or 9%, for the ~~success of our Metro brand.~~three months ended and $223 million, or 5%, for the nine months ended September 30, 2019.

The increase for the three months ended September 30, 2019, was primarily from:

Higher costs for network expansion and employee-related expenses; and

Hurricane-related reimbursements, net of costs, of $54 million included in the three months ended September 30, 2018, ~~was also~~compared to no significant impact from hurricanes in the three months ended September 30, 2019; partially offset by ~~lower branded prepaid ARPU. See Branded Prepaid APRU~~

The positive impact of the new lease standard of approximately $95 million included in the ~~Performance Measures section~~three months ended September 30, 2019, resulting from the decrease in the average lease term and the change in accounting conclusion for certain sale-leaseback sites; and

Lower regulatory program costs.

Index for Notes to the Condensed Consolidated Financial Statements

The increase for the nine months ended September 30, 2019, was primarily from:

Higher costs for network expansion and employee-related expenses; and

Hurricane-related reimbursements, net of ~~this MD&A.~~costs, of $88 million included in the nine months ended September 30, 2018, compared to no significant impact from hurricanes in the nine months ended September 30, 2019; partially offset by

The positive impact of the new lease standard of approximately $285 million in the nine months ended September 30, 2019 resulting from the decrease in the average lease term and the change in accounting conclusion for certain sale-leaseback sites; and

~~Wholesale revenues~~ ~~increased $64~~Lower regulatory program costs.

Cost of equipment sales, exclusive of depreciation and amortization, decreased $158 million, or ~~23%~~6%, for the three months ended and ~~$101~~decreased $98 million, or ~~13%~~1%, for the nine months ended September 30, 2018 primarily from the continued success of our MVNO partnerships and higher minimum commitment revenues. Wholesale revenues for minimum commitments are accelerated under the new revenue standard, with $43 million in shortfalls recognized during the three and nine months ended September 30, 2018.2019.

~~Roaming and other service revenues~~ increased $30 million, or 51%, for the three months ended and $96 million, or 64%, for the nine months ended September 30, 2018 primarily from an increase in international and domestic roaming revenues.

~~Equipment revenues~~ ~~increased $273 million, or 13%, for the three months ended and increased $402 million, or 6%, for the nine months ended September 30, 2018.~~

The ~~change~~decrease for the three months ended September 30, ~~2018~~2019, was primarily from:

~~An increase~~A decrease of ~~$394~~$140 million in device cost of equipment sales, ~~revenues,~~excluding purchased leased devices, primarily from:

A 10% decrease in the number of devices sold, excluding purchased lease ~~devices, primarily due to:~~devices; partially offset by

Higher average ~~revenue~~cost per device sold due to an increase in the high-end device mix; and

A ~~positive impact from the new revenue standard of $105 million primarily~~decrease in costs related to ~~certain commission costs now recorded as Selling, general and administrative expenses; partially offset by~~the liquidation of inventory.

The decrease for the nine months ended September 30, 2019, was primarily from:

A 4%decrease of $28 million in device cost of equipment sales, excluding purchased leased devices, primarily from:

A 10% decrease in the number of devices sold, excluding purchased lease devices; partially offset by

~~A decrease of $117 million from lower volumes of purchased leased devices at the end of the lease term; and~~

~~A decrease of $32 million primarily related to lower proceeds from liquidation of returned customer handsets.~~

~~The change for the nine months ended September 30, 2018 was primarily from:~~

~~An increase of $812 million in device sales revenues, excluding purchased lease devices, primarily due to:~~

Higher average ~~revenue~~cost per device sold due to an increase in the high-end device mix; ~~and~~

~~A positive impact from the new revenue standard of $278 million related to certain commission costs now recorded as Selling, general and administrative expenses; partially offset by~~

~~A 5% decrease in the number of devices sold, excluding purchased lease devices; and~~

~~An increase of $86 million related to higher proceeds from liquidation of returned customer handsets; partially offset by~~

A decrease of ~~$302~~$22 million ~~from~~in leased device cost of equipment sales, primarily due to lower ~~volumes~~device returns;

A decrease of ~~purchased leased devices at the end~~$22 million in returned handset expenses due to reduced device sales; and

A decrease of ~~the lease term;~~$20 million in extended warranty costs.

Selling, general and


•	~~A decrease of $193 million in lease revenues from “JUMP!”~~^® ~~On Demand customers preferring affordable device options on leasing programs with lower monthly lease payments and shifting focus to our EIP financing option for high-end devices.~~

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.

~~Other revenues~~ administrative expenses increased ~~$110~~$184 million, or ~~40%~~6%, for the three months ended and $218 million, or 28%, for the nine months ended September 30, 2018 primarily due to the positive impact from $71 million in insurance reimbursements related to the hurricanes, revenue share agreements with third parties, and higher amortized imputed discount on EIP receivables.

~~Operating expenses~~ increased $703 million, or 8%, for the three months ended September 30, 2018 primarily from higher Selling, general and administrative expenses and Depreciation and amortization expense as discussed below. Operating expenses increased $1.6 billion, or 6%, for the nine months ended September 30, 2018 primarily from higher Selling, general and administrative expenses, Cost of services, Depreciation and amortization expense, Cost of equipment sales, and lower Gains on disposal of spectrum licenses as discussed below.

~~Cost of services~~ ~~decreased $8 million, or 1%, for the three months ended and increased $185 million, or 4%, for the nine months ended September 30, 2018.~~

~~The change for the three months ended September 30, 2018 was primarily from:~~

The positive impact from insurance reimbursements related to hurricanes, net of costs, of $54 million in the three months ended September 30, 2018, compared to costs incurred related to hurricanes of $69 million in the three months ended September 30, 2017; partially offset by

~~The impact of the accelerated rollout of low band spectrum; and~~

The impact from the new revenue standard of $24 million, which primarily related to certain costs for customer appreciation programs reclassified to Cost of services from Selling, general and administrative expenses.

~~The change for the nine months ended September 30, 2018 was primarily from:~~

~~Higher lease and employee-related expenses associated with network expansion; and~~

The impact from the new revenue standard of $50 million for the nine months ended September 30, 2018, which primarily related to certain costs for customer appreciation programs reclassified to Cost of services from Selling, general and administrative expenses; partially offset by

The positive impact from insurance reimbursements related to hurricanes, net of costs, of $88 million in the nine months ended September 30, 2018, compared to costs incurred related to hurricanes of $69 million for the nine months ended September 30, 2017; and

~~Lower regulatory program costs.~~

~~Cost of equipment sales~~ ~~increased $245 million, or 9%, for the three months ended and increased $330 million, or 4%, for the nine months ended September 30, 2018.~~

~~The change for the three months ended September 30, 2018 was primarily from:~~

~~An increase of $386 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 the high-end device mix; partially offset by~~

~~A 4% decrease in the number of devices sold. This increase was partially offset by~~

~~A decrease of $66 million primarily related to lower inventory adjustments; and~~

~~A decrease of $85 million from lower volumes of purchased leased devices at the end of the lease term.~~

~~The change for the nine months ended September 30, 2018 was primarily from:~~

~~An increase of $776 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 the high-end device mix; partially offset by~~

~~A 5% decrease in the number of devices sold, excluding purchased lease devices. This increase was partially offset by~~

~~A decrease of $329 million from lower volumes of purchased leased devices at the end of the lease term; and~~

~~A decrease of $122 million primarily due to lower inventory adjustments and a decrease in average claim costs and warranty fulfillment.~~

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 $216 million, or 7%, for the three months ended and $695~~$820 million, or 8%, for the nine months ended September 30, ~~2018.~~2019, primarily from:

Increases of $106 million for the three months ended and $400 million for the nine months ended September 30, 2019, in merger-related costs;

Higher costs related to outsourced functions and employee-related costs; and

Higher commissions expense resulting from increases of $83 million for the three months ended and $244 million for the nine months ended September 30, 2019, in amortization expense related to commission costs that were capitalized beginning upon the adoption of ASC 606 on January 1, 2018; partially offset by lower commissions expense from lower gross branded customer additions and compensation structure changes.

Depreciation and amortization increased $18 million, or 1%, for the three months ended and were essentially flat for the nine months ended September 30, 2019.

The ~~change~~increase for the three months ended September 30, ~~2018~~2019, was primarily from:

~~Higher employee-related costs and costs related to managed services;~~

~~Higher commissions driven by compensation structure and channel mix changes; and~~

~~Costs associated with the Transactions~~The continued deployment of ~~$53 million;~~lower-band spectrum, including 600 MHz; partially offset by


•	Lower depreciation expense resulting from a lower total number of customer devices under lease.

~~Lower bad debt expense and losses from sales of receivables reflecting our ongoing focus on managing customer quality;~~

~~Lower promotional and advertising costs; and~~

The positive impact from insurance reimbursements related to the hurricanes of $13 million compared to costs incurred related to hurricanes of $36 million for the three months ended September 30, 2017.

The change for the nine months ended September 30, ~~2018~~2019 was primarily from:

Index for Notes to the Condensed Consolidated Financial Statements

~~Higher employee-related costs and costs related to managed services;~~

~~Higher commissions driven by compensation structure and channel mix changes;~~

~~Costs associated with the Transactions~~Lower depreciation expense resulting from a lower total number of ~~$94 million; and~~

~~An approximately $40 million FCC settlement related to local ring back tones in rural areas;~~customer devices under lease; partially offset by

~~Lower bad debt expense and losses from sales~~The continued deployment of ~~receivables reflecting our ongoing focus on managing customer quality;~~lower-band spectrum, including 600 MHz.

~~Lower handset repair services costs;~~

~~Lower promotional and advertising costs;~~

~~The positive impact from~~Operating income, the ~~new revenue standard~~components of ~~$61 million primarily related to a net benefit from capitalized commission costs in excess of the related amortization, partially offset by higher commissions~~ which ~~were previously recorded as contra-equipment revenue; and~~

~~The positive impact from insurance reimbursements related to the hurricanes of $13 million compared to costs incurred related to hurricanes of $36 million for the nine months ended September 30, 2017.~~

~~Depreciation and amortization~~are discussed above, increased ~~$221~~$31 million, or ~~16%~~2%, for the three months ended and ~~$347~~$316 million, or 8%, for the nine months ended September 30, ~~2018.~~2019.

~~The change for the three months ended September 30, 2018 was primarily from:~~

~~The continued build-out of our 4G LTE network;~~

~~Higher depreciation~~Interest expense related to our JUMP! On Demand program resulting from a higher 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; and

~~The implementation of the first component of our new billing system.~~

~~The change for the nine months ended September 30, 2018 was primarily from:~~

~~The continued build-out of our 4G LTE network; and~~

~~The implementation of the first component of our new billing system; partially offset by~~

Lower depreciation expense related to our JUMP! On Demand program resulting from an increase in the affordable device mix. 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~~ were $29 million for the three months ended and $67 million for the nine months ended September 30, 2017. We had no gains on disposal of spectrum license transactions during the three and nine months ended September 30, 2018.

~~Operating income, the components of which are discussed above, increased $117~~decreased $10 million, or 9%5%, for the three months ended and ~~$396~~$96 million, or ~~10%~~15%, for the nine months ended September 30, ~~2018.~~

2019. The ~~change for the three months ended September 30, 2018 included:~~

~~The positive impacts from the new revenue standard of $136 million;~~

~~The positive impact from insurance reimbursements related to hurricanes, net of costs, of $138 million, compared to a negative impact of $148 million in 2017; partially offset by~~

~~Gains on disposal of spectrum licenses of $29 million in 2017. There were no gains on disposal of spectrum licenses in 2018; and~~

~~Costs associated with the Transactions of $53 million.~~

~~The change~~decrease for the nine months ended September 30, ~~2018 included:~~

~~The positive impacts from the new revenue standard of $315 million;~~

~~The positive impact from insurance reimbursements related to hurricanes, net of costs, of $172 million, compared to a negative impact of $148 million in the same period in 2017; partially offset by~~

~~Gains on disposal of spectrum licenses of $67 million in 2017. There were no gains on disposal of spectrum licenses in 2018; and~~

~~Costs associated with the Transactions of $94 million.~~

~~Interest expense~~ ~~decreased $59 million, or 23%, for the three months ended and $216 million, or 25%, for the nine months ended September 30, 2018.~~

~~The change for the three months ended September 30, 2018~~2019, was primarily from:

~~Redemption~~An increase of $43 million in ~~January 2018~~capitalized interest costs, primarily due to the build out of ~~$1.0 billion of 6.125% Senior Notes due 2022;~~our network to utilize our 600 MHz spectrum licenses; and

~~Redemption~~The redemption in April 2018 of an aggregate principal amount of $2.4 billion of Senior Notes, with various interest rates and maturity ~~dates;~~dates.

Interest expense to affiliates decreased $24 million, or 19%, for the three months ended and $108 million, or 26%, for the nine months ended September 30, 2019.

~~Higher~~

The decrease for the three months ended September 30, 2019, was primarily from lower interest on $600 million aggregate principal amount of Senior Reset Notes retired in April 2019.

The decrease for the nine months ended September 30, 2019, was primarily from:

An increase of $72 million in capitalized interest costs, ~~of $37 million~~ primarily due to the build out of our network to utilize our 600 MHz spectrum ~~licenses in the three months ended September 30, 2018, compared to the three months ended September 30, 2017; partially offset by~~licenses;

~~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.~~

~~The change for the nine months ended September 30, 2018 was primarily from:~~

~~Redemption in April 2017 of aggregate principal amount of $6.8 billion of Senior Notes, with various interest rates and maturity dates;~~

~~Redemption in January 2018 of $1.0 billion of 6.125% Senior Notes due 2022;~~

~~Redemption in April 2018 of aggregate principal amount of $2.4 billion of Senior Notes due 2022, with various interest rates and maturity dates; and~~

Higher capitalized interest costs of $59 million primarily due to the build out of our network to utilize our 600 MHz spectrum licenses in the nine months ended September 30, 2018, compared to the nine months ended September 30, 2017; partially offset by

~~Issuance in March 2017 of aggregate principal amount of $1.5 billion of Senior Notes, with various interest rates and maturity dates;~~

~~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~~ ~~decreased $43 million, or 26%, for the three months ended and increased $20 million, or 5%, for the nine months ended September 30, 2018.~~

~~The change for the three months ended September 30, 2018 was primarily from:~~

Higher capitalized interest costs of $36 million primarily due to build out of our network to utilize our 600 MHz spectrum licenses in the three months ended September 30, 2018, compared to the three months ended September 30, 2017; and

~~A decrease from lower~~Lower interest rates achieved through refinancing of a total of $2.5 billion of Senior Reset Notes in April ~~2018.~~2018; and

~~The change for the nine months ended September 30, 2018 was primarily from:~~

~~Issuance in January 2017 of $4.0 billion of Incremental Secured Term Loan facility, which refinanced $1.98 billion of outstanding senior secured term loans;~~

~~Issuance in May 2017 of~~Lower interest on $600 million aggregate principal amount of ~~$4.0 billion of~~ Senior Reset Notes ~~with various interest rates and maturity dates;~~

~~Issuance~~retired in April ~~2017 of aggregate principal amount of $3.0 billion of Senior Notes, with various interest rates and maturity dates; and~~2019.

~~Issuance in September 2017 of aggregate principal amount of $500 million of 5.375% Senior Notes due 2027; partially offset by~~

~~A decrease from lower interest rates achieved through refinancing in April 2017 of a total of $2.5 billion of Senior Reset Notes;~~

~~A decrease from lower interest rates achieved through refinancing in April 2018 of a total of $2.5 billion of Senior Reset Notes; and~~

Higher capitalized interest costs of $76 million primarily due to build out of our network to utilize our 600 MHz spectrum licenses in the nine months ended September 30, 2018, compared to the nine months ended September 30, 2017.

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

Other income (expense), net ~~increased $2 million, or 200%,~~ was flat for the three months ended September 30, ~~2018~~2019 and decreased ~~$38~~$39 million, or ~~43%~~76%, for the nine months ended September 30, ~~2018.~~

2019. The ~~change in~~decrease for the nine months ended September 30, ~~2018~~2019, was primarily from:

An $86 million loss during the three months ended June 30, 2018, on the early redemption of $2.5 billion of DT Senior Reset Notes due 2021 and 2022; and

A $32 million loss on the early redemption of $1.0 billion of 6.125% Senior Notes due 2022 during the three months ended March 31, 2018; partially offset by

A $30 million gain during the three months ended June 30, 2018, on the sale of ~~certain investments;~~auction rate securities which were originally acquired with MetroPCS;

A $25 million bargain purchase gain as part of our purchase price allocation related to the acquisition of ~~the IWS acquisition;~~Iowa Wireless Services, LLC (“IWS”) and

A a $15 million gain on our previously held equity interest in ~~IWS;~~IWS, both recognized during the three months ended March 31, 2018; and

During the three months ended June 30, 2019, a $28 million redemption premium on the DT Senior Reset Notes; partially offset by

~~A $36 million increase in losses on early~~ the write-off of embedded derivatives upon redemption of the debt ~~including~~


◦	~~An $86 million loss on early redemption of $2.5 billion in DT Senior Reset Notes in April 2018, and~~


◦	~~A $32 million loss on early redemption of $1.0 billion of 6.125% Senior Notes due 2022 in January 2018; partially offset by~~


◦	A $73 million net loss on early redemption of aggregate principal amount of $8.25 billion in Senior Notes, with various interest rates and maturity dates, during the nine months ended September 30, 2017; and


◦	~~A $13 million loss on refinancing of $1.98 billion of outstanding senior secured term loans in January 2017.~~

which resulted in a gain of $11 million.

Income tax expense decreased ~~$21~~$10 million, or 6%3%, for the three months ended and increased ~~$213~~$90 million, or ~~34%~~11%, for the nine months ended September 30, ~~2018.~~2019.

The decrease for the three months ended September 30, ~~2018~~2019, was primarily from:

~~Benefits~~

Index for Notes to the Condensed Consolidated Financial Statements

A $115 million increase in income tax expense during the three months ended September 30, 2018, due to a tax regime change in certain state tax jurisdictions; partially offset by

A $63 million benefit during the three months ended September 30, 2018, from a change in tax status of certain subsidiaries, including a related $28 million reduction in valuation allowance against deferred tax assets in certain state jurisdictions; and

Higher income before taxes.

The increase for the ~~federal corporate~~nine months ended September 30, 2019, was primarily from:

Higher income ~~tax rate provided by the Tax Cuts and Jobs Act, which took effect on January 1, 2018, from 35% to 21%;~~before taxes; and

A $115 million increase in income tax expense ~~from~~during the three months ended September 30, 2018, due to a tax regime change in certain state tax ~~jurisdictions;~~jurisdictions.

~~Higher income before taxes; and~~

~~Non-deductible costs associated with the Transactions.~~

~~The increase for the nine months ended September 30, 2018 was primarily from:~~

A $289 million tax benefit recognized in the nine months ended September 30, 2017 related to a reduction in the valuation allowance against deferred tax assets in certain state jurisdictions that did not impact 2018;

~~A $115 million increase in income tax expense from a tax regime change in certain state tax jurisdictions;~~

~~Higher income before taxes; and~~

~~Non-deductible costs associated with the Transactions; 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%.~~

Net income, the components of which are discussed above, increased ~~$245~~$75 million, or ~~45%~~9%, for the three months ended ~~September 30, 2018~~ and ~~$419~~$469 million, or ~~23%~~21%, for the nine months ended September 30, ~~2018.~~2019, primarily due to higher Operating income and lower interest expense to affiliates and interest expense. Net income included the following:

~~The change~~Merger-related costs of $128 million and $396 million, net of tax, for the three and nine months ended September 30, ~~2018 included:~~

~~The positive impact from the new revenue standard~~2019, respectively, compared to merger-related costs of ~~$101 million;~~

~~The positive impact from insurance reimbursements related to the hurricanes,~~$53 million and $92 million, net of ~~costs, of $88 million, compared to a negative impact of $90 million in 2017; partially offset by~~

~~Gains on disposal of spectrum licenses of $18 million in 2017. There were no gains on disposal of spectrum licenses in 2018; and~~

~~The negative impact from costs associated with the Transactions of $53 million.~~

~~The change~~tax, for the three and nine months ended September 30, 2018, ~~included:~~respectively; and

~~The positive impact from the new revenue standard~~Hurricane related reimbursements, net costs, of ~~$234 million;~~

~~The positive impact from insurance reimbursements related to the hurricanes,~~$88 million and $110 million, net of ~~costs, of $110 million, compared to a negative impact of $90 million in~~tax, for the ~~same period in 2017; partially offset by~~

~~Gains on disposal of spectrum licenses of $41 million in 2017.~~three and nine months ended September 30, 2018, respectively. There were no ~~gains on disposal of spectrum licenses in 2018;~~significant impacts from hurricanes for the three and nine months ended September 30, 2019.

~~The negative impact from costs associated with the Transactions of $92 million.~~

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:


	September 30, 2018			December 31, 2017			Change					September 30, 2019			December 31, 2018			Change
(in millions)	September 30, 2018			December 31, 2017			$			%		September 30, 2019			December 31, 2018			$			%
Other current assets	$	696		$	628		$	68		11	%	$	695		$	644		$	51		8	%
Property and equipment, net	305			306			(1		)	—	%	207			246			(39		)	(16	)%
Goodwill	218			—			218			NM
Tower obligations	2,179			2,198			(19		)	(1	)%	2,166			2,173			(7		)	—	%
Total stockholders' deficit	(1,145		)	(1,454		)	309			(21	)%	(1,578		)	(1,454		)	(124		)	9	%

Index for Notes to the ~~nine months ended September 30, 2018 included:~~

~~Debt to Third Parties~~

~~During the nine months ended September 30, 2018, we issued the following Senior Notes:~~

Condensed Consolidated Financial Statements

(in millions) Principal Issuances Issuance Costs Net Proceeds from Issuance of Long-Term Debt Issue Date
4.500% Senior Notes due 2026 $ 1,000
$ 2
$ 998
January 25, 2018
4.750% Senior Notes due 2028 1,500
4
1,496
January 25, 2018
Total of Senior Notes issued $ 2,500
$ 6
$ 2,494

We used the net proceeds of $2.494 billion from the public debt issuance in January 2018 to redeem our $1.750 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 onEffective 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.~~

~~During the nine months ended September 30, 2018,~~2019, we ~~made the following note redemptions:~~

(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 %
6.625% Senior Notes due 2023 1,750
(75 ) 58
April 1, 2018 103.313 %
6.836% Senior Notes due 2023 600
—
21
April 28, 2018 103.418 %


~~(1)~~	Write-off of premiums, discounts, issuance costs and call penalties are included in Other income (expense), net in our Condensed Consolidated Statements of Comprehensive Income. Write-off of premiums, discounts and issuance costs are included in Losses on redemption of debt 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 used in financing activities in our Condensed Consolidated Statements of Cash Flows.~~

~~Debt to Affiliates~~

On April 30, 2018, DT purchased (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 “New DT Notes”).

~~We used the net proceeds of $2.5 billion from the transaction to refinance existing indebtedness to DT as follows:~~

(in millions) Principal Amount
Write -off of Embedded Derivatives ⁽¹⁾

Other ⁽²⁾
Redemption
Date Redemption Price
8.097% Senior Notes due 2021 $ 1,250
$ (8 ) $ 51
April 28, 2018 104.0485 %
8.195% Senior Notes due 2022 1,250
(8 ) 51
April 28, 2018 104.0975 %


~~(1)~~	Certain components of the reset features were required to be bifurcated from the DT Senior Reset Notes and separately accounted for as embedded derivative instruments. Write-off of embedded derivatives are included in Losses on redemption of debt within Net cash provided by operating activities in our Condensed Consolidated Statements of Cash Flows.


~~(2)~~	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 and nine months ended September 30, 2018.

~~Revolving Credit Facility~~

~~In January 2018, we utilized proceeds under our revolving credit facility with DT to redeem $1.0 billion in~~redeemed $600 million aggregate principal amount of our ~~6.125%~~DT Senior ~~Notes due 2022~~Reset Notes. The notes were redeemed at a redemption price equal to 104.666% of the principal amount of the notes (plus accrued and unpaid interest thereon) and were paid on April 29, 2019. The redemption premium was $28 million during the three months ended June 30, 2019 and was included in Other income (expense), net in our Condensed Consolidated Statements of Comprehensive Income and in Cash payments 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 used in financing activitiesdebt prepayment or debt extinguishment costs in our Condensed Consolidated Statements of Cash ~~Flows.~~Flows.

Certain components of the reset features were required to be bifurcated from the DT Senior Reset Notes and were separately accounted for as embedded derivatives. The write-off of embedded derivatives upon redemption resulted in a gain of $11 million during the three months ended June 30, 2019, which was included in Other income (expense), net in our Condensed Consolidated Statements of Comprehensive Income. See Note 7 - Fair Value Measurements for further information.

We maintain a $2.5 billion revolving credit facility with DT which is comprised of a $1.0 billion unsecured revolving credit agreement and a $1.5 billion secured revolving credit agreement, with a maturity date of December 29, 2021. As of September 30, ~~2018~~2019 and December 31, ~~2017,~~2018, there were no outstanding borrowings under the revolving credit facility.

~~In March 2018,~~We maintain a financing arrangement with Deutsche Bank AG, which allows for up to $108 million in borrowings. Under the financing arrangement, we ~~amended the~~can effectively extend payment terms ~~of (a) our Secured Revolving Credit Facility and (b) our Unsecured Revolving Credit Facility. Following these amendments, (i) the range of applicable margin~~for invoices 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.~~

~~Commitment Letter~~

In connection with the entry into the Business Combination Agreement, T-Mobile USA entered into a commitment letter, dated as of April 29, 2018 (as amended and restated on May 15, 2018, the “Commitment Letter”), with certain financial institutions named therein that 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. Following the receipt of the debt consents described below, as permitted by the terms of the commitment letter, on May 22, 2018, T-Mobile USA reallocated the entire $8.0 billion unsecured bridge loan facility to be part of the secured bridge loan facility, increasing the size of the secured bridge loan facility to $27.0 billion, and subsequently on June 6, 2018, reduced the initial aggregate commitment under the secured bridge facility by $8.0 billion, such that the remaining size of the secured bridge facility is currently $19.0 billion and total committed financing is currently $30.0 billion. 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 Merger. 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. In connection with the financing provided for in the Commitment Letter, we expect to incur certain fees if the Merger closes, including fees for the financial institutions structuring and providing the commitments for the secured term loan facility, secured revolving loan facility and the secured bridge loan, and certain take-out fees associated with the issuance of permanent secured bond debt in lieu of the secured bridge loan. We expect to incur up to approximately $275 million in fees if the Merger were to close on or after January 29, 2019. The fees increase to up to approximately $340 million if the closing date occurs on or after April 29, 2019. We have not accrued these fees asvendors. As of September 30, ~~2018. We also may be required to draw down on the $7.0 billion secured term loan facility on May 1,~~ 2019 and ~~would be required~~December 31, 2018, there was no outstanding balance.

We maintain vendor financing arrangements with our primary network equipment suppliers. Under the respective agreements, we can obtain extended financing terms. As of September 30, 2019, there was $475 million in outstanding borrowings under the vendor financing agreements which were included in Short-term debt in our Condensed Consolidated Balance Sheets. As of December 31, 2018, there was no outstanding balance. Invoices subject to ~~place~~extended payment terms have various due dates through the ~~proceeds~~fourth quarter of 2019 and the first quarter of 2020. Payments on vendor financing agreements are included in ~~escrow~~Repayments of short-term debt for purchases of inventory, property and ~~pay interest thereon until the Merger closes.~~equipment, net, in our Condensed Consolidated Statements of Cash Flows.

~~Financing Matters Agreement~~Consents on Debt

In connection with the entry into the Business Combination Agreement, DT and T-Mobile USA entered into a ~~Financing Matters Agreement,~~financing matters agreement, dated as of April 29, 2018, ~~(the “Financing Matters Agreement”). Pursuant~~pursuant to ~~the Financing Matters Agreement,~~which 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 Incremental Term Loan Facility and the revolving credit facility 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. In connection with receiving the requisite consents, we made upfront payments to DT of $7 million during the second quarter of 2018. These payments were recognized as a reduction to Long-term debt to affiliates in our Condensed Consolidated Balance Sheets.Merger. If the Merger is consummated, we will make ~~additional~~ payments for requisite consents to ~~DT of $20 million. We have not~~DT. There was no payment accrued ~~these additional payments~~ as of September 30, ~~2018.~~2019.

~~Consents on Debt to Third Parties~~

On May 18, 2018, under the terms and conditions described in the Consent Solicitation Statement dated as of May 14, 2018, we obtained consents necessary to effect certain amendments to certain existing debt of us and our Senior Notes to third parties in connection with the Business Combination Agreement. Pursuant to the Consent Solicitation Statement, third-party notes holders agreed, among other things, to consent to increasing the amount of Secured Indebtedness under Credit Facilities that can be incurred from the greater of $9 billion and 150% of Consolidated Cash Flow to the greater of $9 billion and an amount that would not cause the Secured Debt to Cash Flow Ratio (calculated net of cash and cash equivalents) to exceed 2.00x (the “Ratio Secured Debt Proposed Amendments”) and in each case as such capitalized term is defined in the Indenture. In connection with receiving the requisite consents for the Ratio Secured Debt Proposed Amendments, we made upfront payments to third-party note holders of $17 million during the second quarter of 2018. These payments were recognized as a reduction to Long-term debt in our Condensed Consolidated Balance Sheets. These upfront payments increased the effective interest rate of the related debt.

In addition, note holders agreed, among other things, to allow certain entities related to Sprint’s existing spectrum securitization notes program (“Existing Sprint Spectrum Program”) to be non-guarantor Restricted Subsidiaries, provided that the principal amount of the spectrum notes issued and outstanding under the Existing Sprint Spectrum Program does not exceed $7.0 billion

and that the principal amount of such spectrum notes reduces the amount available under the Credit Facilities ratio basket, and to revise the definition of GAAP to mean generally accepted accounting principles in effect from time to time, unless the Company elects to “freeze” GAAP as of any date, and to exclude the effect of the changes in the accounting treatment of lease obligations (the “Existing Sprint Spectrum and GAAP Proposed Amendments,” and together with the Ratio Secured Debt Proposed Amendments, the “Proposed Amendments”). In connection with receiving the requisite consents for the Existing Sprint Spectrum and GAAP Proposed Amendments, we made upfront payments to third-party note holders of $14 million during the second quarter of 2018. These payments were recognized as a reduction to Long-term debt in our Condensed Consolidated Balance Sheets. These upfront payments increased the effective interest rate of the related debt.

~~In connection with obtaining the requisite consents, on May 20, 2018, T-Mobile USA, the guarantors and Deutsche Bank Trust Company Americas, as trustee, executed and delivered the 37~~^th ~~supplemental indenture to the Indenture, pursuant to which, with respect to each of the Notes, the Proposed Amendments will become effective immediately prior to the consummation of the Merger.~~

We paid third-party bank fees associated with obtaining the requisite consents related to the Proposed Amendments of $6 million during the second quarter of 2018, which we recognized as Selling, general and administrative expenses in our Condensed Consolidated Statements of Comprehensive Income.subsidiaries. If the Merger is consummated, we will make ~~additional~~ payments for requisite consents to third-party note holders for requisite consents related to the Ratio Secured Debt Proposed Amendments of up to $54 million and additional payments to third-party note holders for requisite consents related to the Existing Sprint Spectrum and GAAP Proposed Amendments of up to $41 million. We have notholders. There was no payment accrued ~~these payments~~ as of September 30, ~~2018.~~2019.

See Note ~~9 – Debt~~3 - Business Combinations ~~of the~~ ~~Notes to the Condensed Consolidated Financial Statements~~ for further information.

Future Sources and Uses of Liquidity

We ~~could~~may seek additional sources of liquidity, including through the issuance of additional long-term debt in ~~2018,~~2019, 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 for 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.~~months as well as our longer-term liquidity needs. Our intended use of any such funds is for general corporate purposes, including for capital expenditures, spectrum purchases, opportunistic investments and acquisitions, redemption of high yield callable debt and stock purchases.

In October 2018, we entered into interest rate lock derivatives with notional amounts of $9.6 billion. The fair value of the interest rate lock derivatives was a liability of $1.4 billion and $447 million as of September 30, 2019 and December 31, 2018, respectively, and were included in Other current liabilities in our Condensed Consolidated Balance Sheets.

The interest rate lock derivatives will be settled upon the earlier of the issuance of fixed-rate debt or the current mandatory termination date of December 3, 2019. We expect to extend the mandatory termination date, at which time we may elect to provide cash collateral up to the fair value of the derivatives on the effective date. If we provide any such cash collateral to any

Index for Notes to the Condensed Consolidated Financial Statements

of our derivative counterparties, we will begin making (or receiving), depending on daily market movements, variation margin payments to (or from) such derivative counterparties. Upon settlement of the interest rate lock derivatives, we will receive, or make, a cash payment in the amount of the fair value of the cash flow hedge as of the settlement date. We expect our existing sources of liquidity to be sufficient to meet the requirements of the interest rate lock derivatives.

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 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:~~to incur more ~~debt;~~debt, pay dividends and make distributions on our common ~~stock;~~stock, make certain ~~investments;~~investments, repurchase ~~stock;~~stock, create liens or other ~~encumbrances;~~encumbrances, enter into transactions with ~~affiliates;~~affiliates, enter into transactions that restrict dividends or distributions from ~~subsidiaries;~~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 September 30, ~~2018.~~2019.

~~Capital~~Financing Lease Facilities

We have entered into uncommitted ~~capital~~financing lease facilities with certain partners, which provide us with the ability to enter into ~~capital~~financing leases for network equipment and services. As of September 30, ~~2018,~~2019, we have committed to ~~$2.6~~$3.8 billion of ~~capital~~financing leases under these ~~capital~~financing lease facilities, of which ~~$133~~$393 million and ~~$451~~$800 million was executed during the three and nine months ended September 30, ~~2018,~~2019, respectively. We expect to enter into up to an additional ~~$449~~$100 million in ~~capital~~financing lease commitments during ~~2018.~~2019.

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 our network to utilize our 600 MHz ~~low-band~~ spectrum licenses. We expect cash purchases of property and equipment, excluding capitalized interest of approximately $450 million(up from prior guidance of $400 million), to be atin the range of $5.9 to $6.0 billion for 2019, up $200 to $300 million from the high end of the prior guidance range. We expect cash purchases of property and equipment, including capitalized interest, to be in the range of ~~$4.9 billion~~$6.35 to ~~$5.3~~$6.45 billion in ~~2018. This includes~~2019, up from the prior guidance range of $5.8 to $6.1 billion. The higher capital expenditures guidance reflects our rapid rollout of 600 MHz spectrum, setting the foundation for our accelerated plans to launch the first nationwide 5G ~~deployment.~~network later this year. This does not include property and equipment obtained through ~~capital~~financing lease agreements, vendor financing agreements, leased wireless devices transferred from inventory or any additional purchases of spectrum licenses.

Share Repurchases

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 nine months ended September 30, 2018, we repurchased an additional 16.7 million shares of our common stock for $1.1 billion. There were no repurchases during the three months ended September 30, 2018. 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. The 2017 Stock Repurchase Program was 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 completed and ~~for~~ up to an additional $7.5 billion of repurchases of our common stock. The additional $7.5 billion repurchase authorization is contingent upon the termination of the Business Combination Agreement and the abandonment of the ~~transactions~~Transactions contemplated under the Business Combination Agreement. ~~See~~ ~~Note 12 – Repurchases of Common Stock~~ of

Dividends

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

Index for Notes to the Condensed Consolidated Financial Statements ~~for further information.~~

governing our long-term debt to affiliates and third parties, excluding financing leases, contain covenants that, among other things, restrict our ability to declare or pay dividends on our common stock.

~~Related-Party~~Related Party Transactions

~~During the nine months ended September 30, 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 first quarter of 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. There were no purchases in the second and third quarters of 2018. We do not receive proceeds from these purchases. See ~~Note 12 – Repurchases of Common Stock~~ ~~of the~~ ~~Notes to the Condensed Consolidated Financial Statements~~ ~~for further information.~~

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

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 September 30, ~~2018,~~2019, 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,~~MTN Irancell, ~~Telecommunications Services Company (“MTN Irancell”),~~ Telecommunication Kish Company, Mobile Telecommunication Company of Iran, and Telecommunication Infrastructure Company of Iran. In addition, during the three months ended September 30, 2019, DT, through certain of its non-U.S. subsidiaries, provided basic telecommunications services to three customers in Germany identified on the Specially Designated Nationals and Blocked Persons List maintained by the U.S. Department of Treasury’s Office of Foreign Assets Control: Bank Melli, Bank Sepah, and Europäisch-Iranische Handelsbank. These services have been terminated or are in the process of being terminated. For the three months ended September 30, ~~2018,~~2019, gross revenues of all DT affiliates generated by roaming and interconnection traffic and telecommunications services with ~~Iran~~the Iranian parties identified herein were less than $1$0.1 million, and the estimated net profits were less than $1$0.1 million.

In addition, DT, through certain of its non-U.S. subsidiaries, operating a ~~fixed line~~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 September 30, ~~2018~~2019 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 September 30, ~~2018, T-Mobile~~2019, we derecognized net receivables of $2.7 billion upon sale through these arrangements. See Note 5 – Sales of Certain Receivablesof 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.~~2018.

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~~

Index for Notes to the Condensed Consolidated Financial Statements

Leases

We ~~primarily generate our revenue from providing wireless services to customers~~adopted the new lease standard on January 1, 2019 and ~~selling or leasing devices~~recognized right-of-use assets 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.lease liabilities for operating leases that have not previously been recorded.

Significant ~~Judgments~~Judgments:

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

~~For transactions where we recognize a significant financing component, judgment is required~~In evaluating contracts to determine if they qualify as a lease, we consider factors such as if we have obtained or transferred substantially all of the ~~discount rate. For EIP sales,~~rights to the underlying asset through exclusivity, if we can or if we have transferred the ability to direct the use of the asset by making decisions about how and for what purpose the asset will be used and if the lessor has substantive substitution rights.

We recognized right-of-use assets and operating lease liabilities for operating leases that have not previously been recorded. The lease liability for operating leases is based on the net present value of future minimum lease payments. The right-of-use asset for operating leases is based on the lease liability adjusted for the reclassification of certain balance sheet amounts such as prepaid rent and deferred rent which we remeasured at adoption due to the application of hindsight to our lease term estimates. Deferred and prepaid rent will no longer be presented separately.

Capital lease assets previously included within Property and equipment, net, were reclassified to financing lease right-of-use assets and capital lease liabilities previously included in Short-term debt and Long-term debt were reclassified to financing lease liabilities in our Condensed Consolidated Balance Sheet.

•

Certain line items in the Condensed Consolidated Statements of Cash Flows and the “Supplemental disclosure of cash flow information” have been renamed to align with the new terminology presented in the new lease standard; “Repayment of capital lease obligations” is now presented as “Repayments of financing lease obligations” and “Assets acquired under capital lease obligations” is now presented as “Financing lease right-of-use assets obtained in exchange for lease obligations.” In the “Operating Activities” section of the Condensed Consolidated Statements of Cash Flows we have added “Operating lease right-of-use assets” and “Short and long-term operating lease liabilities” which represent the change in the operating lease asset and liability, respectively. Additionally, in the “Supplemental disclosure of cash flow information” section of the Condensed Consolidated Statements of Cash Flows we have added “Operating lease payments,” and in the “Noncash investing and financing activities” section we have added “Operating lease right-of-use assets obtained in exchange for lease obligations.”

In determining the discount rate used to ~~adjust~~measure the ~~transaction~~right-of-use asset and lease liability, we use rates implicit in the lease, or if not readily available, we use our incremental borrowing rate. Our incremental borrowing rate is based on an estimated secured rate comprised of a risk-free LIBOR rate plus a credit spread as secured by our assets.

Certain of our lease agreements include rental payments based on changes in the consumer price ~~primarily reflects current market interest rates and~~index (“CPI”). Lease liabilities are not remeasured as a result of changes in the ~~estimated credit risk of~~CPI; instead, changes in the ~~customer.~~

~~Our products~~CPI are ~~generally sold with a right of return, which is accounted for~~treated as variable ~~consideration when estimating the amount of revenue to recognize. Expected device returns are estimated based on historical experience.~~

Sales of equipment to indirect dealers who have been identified as our customer (referred to as the sell-in model) often include credits subsequently paid to the dealer as a reimbursement for any discount promotions offered to the end consumer. These credits (payments to a customer) are accounted for as variable consideration when estimating the amount of revenue to recognize from the sales of equipment to indirect dealerslease payments and are ~~estimated based on historical experience and other factors, such as expected promotional activity.~~

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 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~~excluded from the measurement of the ~~transaction price all taxes assessed by a governmental authority~~right-of-use asset and lease liability. These payments are recognized in the period in which the related obligation was incurred. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.

We elected the use of hindsight whereby we applied current lease term assumptions that are ~~both imposed~~applied to new leases in determining the expected lease term period for all cell sites. Upon adoption of the new lease standard and application of hindsight our expected lease term has shortened to reflect payments due for the initial non-cancelable lease term only. This assessment corresponds to our lease term assessment for new leases and aligns with the payments that have been disclosed as lease commitments in prior years. As a result, the average remaining lease term for cell sites has decreased from approximately nine to five years based 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).~~lease contracts in effect at transition on January 1, 2019. The aggregate impact of using hindsight is an estimated decrease in Total operating expense of $240 million in fiscal year 2019.

~~Equipment Revenues~~

We ~~generate equipment revenues from~~were also required to reassess the ~~sale or lease~~previously failed sale-leasebacks of ~~mobile~~certain T-Mobile-owned wireless communication ~~devices~~tower sites 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 contract 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 betweendetermine whether the transfer of the assets to the tower operator under the arrangement met the transfer of control criteria in the revenue standard and whether a ~~performance obligation~~sale should be recognized.

Index for Notes to the Condensed Consolidated Financial Statements

We concluded that a sale has not occurred for the 6,200 tower sites transferred to CCI pursuant to a ~~customer~~master prepaid lease arrangement; therefore, these sites will continue to be accounted for as failed sale-leasebacks.

We concluded that a sale should be recognized for the 900 tower sites transferred to CCI pursuant to the sale of a subsidiary and for the 500 tower sites transferred to PTI. Upon adoption on January 1, 2019 we derecognized our existing long-term financial obligation and the ~~customer’s payment~~tower-related property and equipment associated with these 1,400 previously failed sale-leaseback tower sites and recognized a lease liability and right-of-use asset for ~~that performance obligation will be one year or less.~~

~~In addition, for customers who enroll in our JUMP!~~^®~~program, we recognize a liability based on~~ the ~~estimated fair value~~leaseback of the ~~specified-price trade-in right guarantee.~~tower sites. The ~~fair value of the guarantee is deducted~~estimated impacts from the ~~transaction price~~change in accounting conclusion are primarily a decrease in Other revenues of $44 million and a decrease in Interest expense of $34 million in fiscal year 2019.

Rental revenues and expenses associated with co-location tower sites are presented on a net basis under the new ~~revenue standard,~~lease standard. These revenues and expenses were presented on a gross basis under the ~~remaining transaction price is allocated to other elements of the contract, including service and equipment performance obligations.~~ former lease standard.

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 allocated to the performance obligations based on their relative standalone selling prices. Standalone selling price is the price at which T-Mobile would sell the good or service separately to a customer and is most commonly evidenced by the price at which 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 (i.e., 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.

~~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 11 - ~~Revenue from Contracts with Customers~~Leases 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.~~2018.

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

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

PART II. OTHER INFORMATION

Index for Notes to the Condensed Consolidated Financial Statements

Item 1. Legal Proceedings

See Note 153 - Business Combinations and Note 12 – Commitments and Contingenciesof the Notes to the Condensed Consolidated Financial Statements ~~included in Part I, Item 1 of this Form 10-Q~~ 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, as supplemented by the Risk Factors included in Part II, Item 1A “Risk Factors” of our Quarterly Report on Form 10-Q for the quarterly period ended June 30,~~ 2018, and the following risk factors, and the risk factors contained in the section entitled “Risk Factors” in the final joint consent solicitation/proxy statement of T-Mobile and Sprint dated October 29, 2018 forming part of our registration statement on Form S-4 (Registration No. 333-226435) filed with the SEC, 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.

~~We could~~Risks Related to the Proposed Transactions

The closing of the Transactions is subject to a number of conditions, including the receipt of approvals from, and the absence of any order preventing the closing issued by, 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 or delay the anticipated benefits of, the Transactions, and if these conditions are not satisfied or waived, the Transactions will not be ~~harmed by data loss~~completed.

The completion of the Transactions is subject to a number of conditions, including, among others, obtaining certain governmental authorizations, consents, orders or other ~~security breaches, whether directly~~approvals, and the absence of any injunction prohibiting the Transactions or any legal requirements enacted by ~~way of third parties.~~

Our business, like that of most retailers and wireless companies, involves the receipt, storage, and transmission of our customers’ confidential information, including sensitive personal information and payment card information, confidential information about our employees and suppliers, and other sensitive information about our Company, such as our business plans, transactions and intellectual property (“Confidential Information”). Unauthorized access to Confidential Information may be difficult to anticipate, detect, or prevent, particularly given that the methods of unauthorized access constantly change and evolve. We are subject to the threat of unauthorized access or disclosure of Confidential Information by state-sponsored parties, malicious actors, third parties or employees, errors or breaches by third-party suppliers,a court or other ~~security incidents that could compromise~~governmental entity preventing the ~~confidentiality~~completion of the Transactions. In connection with these required approvals, we have agreed to significant actions and ~~integrity~~conditions, including the planned divestiture of ~~Confidential Information. In August 2018, we notified affected customers of an incident involving unauthorized access~~Sprint’s prepaid wireless businesses to certain customer contact information (not involving credit card information, financial data, social security numbers or passwords). While we do not believe the August 2018 security incident was material, we expect to continueDISH Network Corporation and ongoing commercial and transition services arrangements to be entered into in connection with such divestiture, which we and Sprint announced on July 26, 2019 (the “Divestiture Transaction”), a stipulation and order and proposed final judgment with the ~~target~~U.S. Department of ~~cyber-attacks, data breaches, or security incidents,~~Justice, which we and Sprint announced on July 26, 2019 (the “Consent Decree”), the proposed commitments contained in the ex parte presentation filed with the Secretary of the FCC, which we and Sprint announced on May 20, 2019 (the “FCC Commitments”) and any commitments and undertakings we have entered into, and may in the future enter into, with governmental authorities at the federal and state level (collectively, with the Consent Decree and the FCC Commitments, the “Government Commitments”). There is no assurance that the remaining 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 additional required actions, conditions, limitations or restrictions on the combined company’s business, operations or assets. In addition, the attorneys general of certain states and the District of Columbia have commenced litigation seeking an order prohibiting the consummation of the Transactions. Such litigation, and such required actions, conditions, limitations and restrictions, may jeopardize or delay completion of the Transactions, reduce or delay the anticipated benefits of the Transactions or allow the parties to the Business Combination Agreement to terminate the Business Combination Agreement, which could result in a ~~materially~~material adverse effect on our or the combined company’s business, ~~reputation,~~ financial condition ~~and~~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 three specified credit rating agencies, subject to certain qualifications. In the event that we terminate 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, we may be required to pay Sprint an amount equal to $600 million. If the Transactions are not completed by November 1, 2019 (or, if the Marketing Period (as defined in the Business Combination Agreement) has started and is in effect at such date, then January 2, 2020), or if there is a final and non-appealable order or injunction preventing the consummation of the Transactions, either we or Sprint may terminate the Business Combination Agreement. The Business Combination Agreement may also be terminated if the other conditions to closing are not satisfied, and we and Sprint may also mutually decide to terminate the Business Combination Agreement.

~~Cyber-attacks, such as denial of service~~Failure to complete the Merger could negatively impact us and ~~other malicious attacks, could disrupt our internal systems and applications, impair our ability to provide services to our customers, and have other adverse effects on~~ our business, ~~and that~~assets, liabilities, prospects, outlook, financial condition or results of ~~others who depend on our services. As a telecommunications carrier,~~operations.

If the Merger is not completed for any reason, we ~~are considered a critical infrastructure provider and therefore~~ may ~~be more likely to be the target of such attacks. Such attacks against companies may be perpetrated by a variety of groups or persons,~~

including those in jurisdictions where law enforcement measures to address such attacks are ineffective or unavailable, and such attacks may even be perpetrated by or at the behest of foreign governments.

In addition, we provide confidential, proprietary and personal information to third-party service providers when it is necessary. These third-party service providers have experienced data breaches and other attacks that included unauthorized access to Confidential Information in the past, including a breach of the networks of one of our credit decisioning providers in September 2015, during which a subset of records containing current and potential customer information was acquired by an external party.

Our procedures and safeguards to prevent unauthorized access to sensitive data and to defend against attacks seeking to disrupt our services must be continually evaluated and revised to address the ever-evolving threat landscape. We cannot make assurances that all preventive actions taken will adequately repel a significant attack or prevent information security breaches or the misuses of data, unauthorized access by third parties or employees, or exploits against third-party supplier environments. If we or our third-party suppliers are subject to such attacks or security breaches, we may incur significant costs or other material financial impact, be subject to ~~regulatory investigations, sanctions~~a number of material risks. The price of our common stock may decline to the extent that its current market price reflects a market assumption that the Merger will be completed. In addition, some costs related to the Transactions must be paid by us whether or not the Transactions are completed. Furthermore, we may experience negative reactions from our stockholders, customers, employees, suppliers, distributors, retailers, dealers and ~~private litigation, experience disruptions to our operations or suffer damage to our reputation. Any future cyber-attacks, data breaches, or security incidents may~~others who deal with us, which could have ~~a materially~~an adverse effect on our business, financial condition and ~~operating results.~~results of operations.

~~Changes~~

Index for Notes to the Condensed Consolidated Financial Statements

In addition, it is expected that if the Merger is not completed, we will continue to lack the network, scale and financial resources of the current market share leaders in, ~~regulations or~~and other companies that have more recently begun providing, wireless services. Further, if the Merger is not completed, it is expected that we will not be able to deploy a nationwide 5G network on the same scale and on the same timeline as the combined company, and therefore will continue to be limited in our ability to compete effectively in the ~~regulatory framework under which we operate~~5G era.

We are subject to various uncertainties, including litigation and contractual restrictions and requirements while the Transactions are pending that could disrupt our or the combined company’s business and adversely affect our or the combined company’s 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 or the combined company. These uncertainties may impair the 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 the combined company, the combined company’s business following the completion of the Transactions could be negatively impacted. We or the combined company may have to incur significant costs in identifying, hiring and retaining replacements for departing employees and may lose significant expertise and talent. Additionally, these uncertainties could cause customers, suppliers, distributors, dealers, retailers and others to seek to change or cancel existing business relationships with us or the combined company or fail to renew existing relationships. Suppliers, distributors and content and application providers may also delay or cease developing for us or the combined company new products that are necessary for the operations of its business due to the uncertainty created by the Transactions. Competitors may also target our existing customers by highlighting potential uncertainties and integration difficulties that may result from the Transactions.

The Business Combination Agreement also restricts us, without Sprint’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.

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 ~~business,~~or the combined company’s financial condition and ~~operating results.~~results of operations.

~~The FCC regulates~~In addition, we and our affiliates are involved in various disputes, governmental and/or regulatory inspections, investigations and proceedings and litigation matters that arise from time to time, including the licensing, construction, modification, operation, ownership, sale, and interconnection of wireless communications systems, as do some state and local regulatory agencies. In particular, the FCC imposes significant regulation on licensees of wireless spectrum with respect to how radio spectrum is used by licensees, the nature of the services that licensees may offer and how the services may be offered, and the resolution of issues of interference between spectrum bands. Additionally, the Federal Trade Commission and other federal and state agencies have asserted that they have jurisdiction over some consumer protection, and elimination and prevention of anticompetitive business practices with respect to the provision of wireless products and services. We are subject to regulatory oversight by various federal, state and local agencies, as well as judicial review and actions, on issuesantitrust litigation related to the ~~wireless industry~~Transactions brought by the attorneys general of certain states and the District of Columbia, and it is possible that an unfavorable resolution of these matters could prevent the consummation of the Transactions and/or adversely affect us and our results of operations, financial condition and cash flows and the results of operations, financial condition and cash flows of the combined company.

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 completion of which would constitute an alternative transaction for purposes of the Business Combination Agreement. In addition, the Business Combination Agreement does not permit us to terminate the Business Combination Agreement in order to enter into an agreement providing for, or to complete, such an alternative transaction.

Our directors and officers may have interests in the Transactions different from the interests of our stockholders.

Certain of our directors and executive officers negotiated the terms of the Business Combination Agreement. Our directors and executive officers may have interests in the Transactions that are different from, or in addition to, those of our stockholders. These interests include, but are not limited to: roaming, interconnection, spectrum allocation and licensing, facilities siting, pole attachments, intercarrier compensation, Universal Service Fund (“USF”), net neutrality, 911 services, consumer protection, consumer privacy, and cybersecurity. We are also subject to, ~~regulations in connection with other aspects~~the continued service of certain of our ~~business, including handset financing~~directors as directors of the combined company, the continued employment of certain of our executive officers by the combined company, severance arrangements and ~~insurance activities.~~employment terms linked to the Transactions and other rights held by our directors and executive officers, and provisions in the Business Combination Agreement regarding continued indemnification of and advancement of expenses to our directors and officers.

Index for Notes to the Condensed Consolidated Financial Statements

~~We cannot assure you~~

Risks Related to Integration and the Combined Company

Although we expect that the ~~FCC~~Transactions will result in synergies and other benefits, those synergies and benefits may not be realized or ~~any other federal, state or local agencies~~may not be realized within the expected time frame.

Our ability to realize the anticipated benefits of the Transactions will not adopt regulations or take enforcement or other actions that would adversely affect our business, impose new costs, or require changes in current or planned operations. For example, under the Obama administration, the FCC established new net neutrality and privacy regimes that applieddepend, to our operations. Both sets of rules potentially subjected some of our initiatives and practices to more burdensome requirements and heightened scrutiny by federal and state regulators, the public, edge providers, and private litigants regarding whether such initiatives or practices are compliant. While the FCC rules are now largely rolled back under the Trump administration, some state legislators and regulators are seeking to replace them with state laws, perpetuating uncertainty regarding the regulatory environment around these issues.

~~In addition, states are increasingly focused~~a large extent, on the ~~quality of service~~combined company’s ability to integrate our and support that wireless communication providers provide to their customers and several states have proposed or enacted new and potentially burdensome regulations in this area. We also face potential investigations by, and inquiries from or actions by state Public Utility Commissions. We also cannot assure you that Congress will not amend the Communications Act, from which the FCC obtains its authority and which serves to limit state authority, or enact other legislationSprint’s businesses in a manner that ~~could~~facilitates growth opportunities and achieves the projected standalone 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 ~~adverse~~fully realized. Even if the combined company is able to integrate the two companies successfully, the anticipated benefits of the Transactions, including the expected synergies and network benefits, may not be realized fully or at all or may take longer to realize than expected.

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 completing the Divestiture Transaction, satisfying all of the Government Commitments and 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, as well as the Divestiture Transaction and the Government Commitments, may disrupt our business. ~~Additionally, California passed~~The failure to meet the ~~California Consumer Privacy Act (the “CCPA”)~~challenges involved in ~~June 2018, putting into place new data privacy rights for consumers, effective~~combining our and Sprint’s businesses and to realize the anticipated benefits of the Transactions could cause an interruption of, or a loss of momentum in, ~~January 2020. Legislators have stated that they intend to propose amendments to~~ the ~~CCPA before it goes into effect,~~activities of the combined company and ~~it remains unclear what, if any, modifications will be made to this legislation or how it will be interpreted. We will likely have to incur significant implementation costs to ensure~~could adversely affect the results of operations of the combined company. The overall combination of our and Sprint’s businesses, the completion of the Divestiture Transaction and compliance with the ~~CCPA,~~Government Commitments 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, completing the Divestiture Transaction and satisfying all of the Government Commitments include, among others:

the diversion of management attention to integration matters;

difficulties in integrating operations and systems, including intellectual property and communications systems, administrative and information technology infrastructure and financial reporting and internal control systems;

challenges in conforming standards, controls, procedures and accounting and other policies, business cultures and compensation structures between the two companies;

differences in control environments, cultures, and auditor expectations may result in future material weaknesses, significant deficiencies, and/or control deficiencies while we work to integrate the companies and align guidelines and practices;

alignment of key performance measurements may result in a greater need to communicate and manage clear expectations while we work to integrate the companies and align guidelines and practices;

difficulties in integrating employees and attracting and retaining key personnel;

challenges in retaining existing customers and obtaining new customers;

difficulties in achieving anticipated cost savings, synergies, accretion targets, business opportunities, financing plans and growth prospects from the combination;

difficulties in managing the expanded operations of a significantly larger and more complex company;

the impact of the additional debt financing expected to be incurred in connection with the Transactions;

the transition of management to the combined company management team, and the need to address possible differences in corporate cultures and management philosophies;

challenges in managing the divestiture process for the Divestiture Transaction and in conjunction with the ongoing commercial and transition services arrangements to be entered into in connection with the Divestiture Transaction;

difficulties in satisfying the large number of Government Commitments in the required timeframes and the tracking and monitoring of them, including the network build-out obligations under the Government Commitments;

contingent liabilities that are larger than expected; and

potential unknown liabilities, adverse consequences and unforeseen increased expenses associated with the Transactions, the Divestiture Transaction and the Government Commitments.

Index for Notes to the Condensed Consolidated Financial Statements

Some of these factors are outside of our control and/or will be outside the control of the combined company, and any one of them could ~~see~~result in lower revenues, higher costs 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 and Sprint’s businesses are integrated successfully, the full benefits of the Merger may not be realized, including, among others, the synergies, cost savings or sales or growth opportunities that are expected, including as a result of the Divestiture Transaction, the Government Commitments and/or the other actions and conditions we have agreed to in connection with the Transactions, or otherwise. These benefits may not be achieved within the anticipated time frame or at all. Further, additional unanticipated costs may be incurred in the integration of our and Sprint’s businesses and in connection with the Divestiture Transaction and the Government Commitments, including potential penalties that could arise if we fail to fulfill our obligations thereunder. All of these factors could cause dilution to the earnings per share of the combined company, decrease or delay the projected accretive effect of the Merger, and negatively impact the price of our common stock following the Merger. As a result, it cannot be assured that the combination of T-Mobile and Sprint will result in the realization of the full benefits expected from the Transactions within the anticipated time frames or at all.

The indebtedness of the combined company following the completion of the Transactions will be substantially greater than the indebtedness of each of T-Mobile and Sprint on a standalone basis prior to the execution of the Business Combination Agreement. This increased ~~litigation costs once~~level of indebtedness could adversely affect the ~~law goes into effect.~~combined company’s business flexibility and increase its borrowing costs.

In connection with the Transactions, we and Sprint have conducted, and expect to conduct, certain pre-Merger financing transactions, which will be used in part to prepay a portion of our and Sprint’s existing indebtedness and to fund liquidity needs. After giving effect to the pre-Merger financing transactions and the Transactions, we anticipate that the combined company will have consolidated indebtedness of up to approximately $69.0 billion to $71.0 billion, based on estimated September 30, 2019 debt and cash balances, and excluding tower obligations and operating lease liabilities.

Our substantially increased indebtedness following the Transactions could have the effect, among other things, of reducing our flexibility to respond to changing business, economic, market and industry conditions and increasing the amount of cash required to meet interest payments. In addition, this increased level of indebtedness following the Transactions may reduce funds available to support efforts to combine our and Sprint’s businesses and realize the expected benefits of the Transactions, and may also reduce funds available for capital expenditures, share repurchases and other activities that may put the combined company at a competitive disadvantage relative to other companies with lower debt levels. Further, it may be necessary for the combined company to incur substantial additional indebtedness in the future, subject to the restrictions contained in its debt instruments, which could increase the risks associated with the capital structure of the combined company.

Because of the substantial indebtedness of the combined company following the completion of the Transactions, there is a risk that the combined company may not be able to service its debt obligations in accordance with their terms.

The ability of the combined company to service its substantial debt obligations following the Transactions will depend in part on future performance, which will be affected by business, economic, market and industry conditions and other factors, including the ability of the combined company to achieve the expected benefits of the Transactions. There is no guarantee that the combined company will be able to generate sufficient cash flow to service its debt obligations when due. If ~~we are~~the combined company is unable to ~~put proper controls~~meet such obligations or fails to comply with the financial and ~~procedures~~other restrictive covenants contained in ~~place~~the agreements governing such debt obligations, it may be required to ~~ensure compliance, it~~refinance all or part of its debt, sell important strategic assets at unfavorable prices or make additional borrowings. The combined company may not be able to, at any given time, refinance its debt, sell assets or make additional borrowings on commercially reasonable terms or at all, which could have ana material adverse effect on its business, financial condition and results of operations after the Transactions.

Some or all of the combined company’s variable-rate indebtedness may use LIBOR as a benchmark for establishing the rate. LIBOR is the subject of recent national, international and other regulatory guidance and proposals for reform. These reforms and other pressures may cause LIBOR to disappear entirely or to perform differently than in the past. The consequence of these developments cannot be entirely predicted, but could include an increase in the cost of our ~~business. Other states~~variable rate indebtedness. In addition, any hedging agreements we have and may continue to enter into to limit our exposure to interest rate increases or foreign currency fluctuations may not offer complete protection from these risks or may be unsuccessful, and consequently may effectively increase the interest rate we pay on our debt or the exchange rate with respect to such debt, and any portion not subject to such hedging agreements would have full exposure to interest rate increases or foreign currency fluctuations, as applicable. If any financial institutions that are ~~considering similar legislation, which, if passed, could create more~~parties to our hedging agreements were to default on their payment obligations to us, declare bankruptcy or become insolvent, we would be unhedged against the underlying exposures. Any of these risks ~~and potential costs for us.~~

~~Failure to comply with applicable regulations~~ could have a material adverse effect on our business, financial condition and operating results. ~~We could be subject~~

Index for Notes to ~~fines, forfeitures,~~the Condensed Consolidated Financial Statements

The agreements governing the combined company’s indebtedness and other ~~penalties (including,~~financings will include restrictive covenants that limit the combined company’s operating flexibility.

The agreements governing the combined company’s indebtedness and other financings will impose material operating and financial restrictions on the combined company. These restrictions, subject in ~~extreme~~certain cases ~~revocation~~to customary baskets, exceptions and maintenance and incurrence-based financial tests, may limit the combined company’s ability to engage in transactions and pursue strategic business opportunities, 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 securing indebtedness or other obligations;

participating in future FCC auctions of ~~our~~ spectrum ~~licenses)~~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, make share repurchases, refinance or pay principal on its outstanding indebtedness, complete acquisitions for cash or indebtedness or react to business, economic, market and industry conditions and other 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 ~~FCC~~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 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.

The financing of the Transactions is not assured.

Although we have received debt financing commitments from lenders to provide various financing arrangements to facilitate the Transactions, the obligation of the lenders to provide these facilities is subject to a number of conditions and the financing of the Transactions may not be obtained on the expected terms or at all.

In particular, we have received commitments for $27.0 billionin debt financing to fund the Transactions, which is comprised of (i) a $4.0 billion secured revolving credit facility, (ii) a $4.0 billion term loan credit facility and (iii) a $19.0 billion secured bridge loan facility. Our reliance on the financing from the $19.0 billion secured bridge loan facility commitment is intended to be reduced through one or more secured note offerings or other ~~governmental regulations, even if~~long-term financings prior to the Merger closing. However, there can be no assurance that we will be able to issue any such ~~non-compliance was~~secured notes or other long-term financings on terms we find acceptable or at all, especially in light of recent debt market volatility, in which case we may have to exercise some or all of the commitments under the secured bridge facility to fund the Transactions. Accordingly, the costs of financing for the Transactions may be higher than expected.

~~unintentional. The loss~~Credit rating downgrades could adversely affect the businesses, cash flows, financial condition and operating results of ~~any licenses,~~T-Mobile and, following the Transactions, the combined company.

Credit ratings impact the cost and availability of future borrowings, and, as a result, cost of capital. Our current ratings reflect each rating agency’s opinion of our financial strength, operating performance and ability to meet our debt obligations or, ~~any~~ following the completion of the Transactions, obligations to the combined company’s obligors. Each rating agency reviews these ratings periodically and there can be no assurance that such ratings will be maintained in the future. A downgrade in the rating of us and/or Sprint could adversely affect the businesses, cash flows, financial condition and operating results of T-Mobile and, following the Transactions, the combined company.

We have incurred, and will incur, direct and indirect costs as a result of the Transactions.

We have incurred, and will incur, substantial expenses in connection with and as a result of completing the Transactions, the Divestiture Transaction and compliance with the Government Commitments, and over a period of time following the completion of the Transactions, the combined company also expects to incur substantial expenses in connection with integrating and coordinating our and Sprint’s businesses, operations, policies and procedures. A portion of the transaction costs

Index for Notes to the Condensed Consolidated Financial Statements

related ~~fines~~to the Transactions will be incurred regardless of whether the Transactions are completed. While we have assumed that a certain level of transaction expenses will be incurred, factors beyond our control could affect the total amount or ~~forfeitures,~~the timing of these expenses. Many of the expenses that will be incurred, by their nature, are difficult to estimate accurately. These expenses will exceed the costs historically borne by us. These costs could adversely affect our ~~business,~~ financial condition and ~~operating results.~~results of operations prior to the Transactions and the financial condition and results of operations of the combined company following the Transactions.

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

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

Index for Notes to the Condensed Consolidated Financial Statements

Item 6. Exhibits



		~~Incorporated by Reference~~
~~Exhibit No.~~	~~Exhibit Description~~	~~Form~~	~~Date of First Filing~~	~~Exhibit Number~~	~~Filed Herein~~
~~10.1~~	Third Amended and Restated Receivables Purchase and Administration Agreement, dated as of October 23, 2018, by and among T-Mobile Handset Funding LLC, as transferor, T-Mobile Financial LLC, as servicer, T-Mobile US, Inc., as performance guarantor, Royal Bank of Canada, as administrative agent, and certain financial institutions party				X
~~10.2~~	~~Third Amended and Restated Receivables Sale Agreement, dated as of October 23, 2018, by and between T-Mobile Financial LLC, as seller, and T-Mobile Handset Funding LLC, as purchaser.~~				X
~~31.1~~	~~Certifications of Chief Executive Officer Pursuant to~~ ~~Section 302 of the Sarbanes-Oxley Act of 2002.~~				X
~~31.2~~	~~Certifications of Chief Financial Officer Pursuant to~~ ~~Section 302 of the Sarbanes-Oxley Act of 2002.~~				X
32.1*	~~Certification of Chief Executive Officer Pursuant to~~ ~~Section 906 of the Sarbanes-Oxley Act of 2002.~~
32.2*	~~Certification of Chief Financial Officer Pursuant to~~ ~~Section 906 of the Sarbanes-Oxley Act of 2002.~~
~~101.INS~~	~~XBRL Instance Document.~~				X
~~101.SCH~~	~~XBRL Taxonomy Extension Schema Document.~~				X
~~101.CAL~~	~~XBRL Taxonomy Extension Calculation Linkbase Document.~~				X
~~101.DEF~~	~~XBRL Taxonomy Extension Definition Linkbase Document.~~				X
~~101.LAB~~	~~XBRL Taxonomy Extension Label Linkbase Document.~~				X
~~101.PRE~~	~~XBRL Taxonomy Extension Presentation Linkbase Document.~~				X



		Incorporated by Reference
Exhibit No.	Exhibit Description	Form	Date of First Filing	Exhibit Number	Filed Herein
2.1*	Asset Purchase Agreement, dated as of July 26, 2019, by and among T-Mobile US, Inc., Sprint Corporation and DISH Network Corporation	8-K	7/26/2019	2.1
2.2*	Amendment No. 1, dated as of July 26, 2019, to the Business Combination Agreement, dated as of April 29, 2018, by and among T-Mobile US, Inc., Huron Merger Sub LLC, Superior Merger Sub Corporation, Sprint Corporation, Starburst I, Inc., Galaxy Investment Holdings, Inc., and for the limited purposes set forth therein, Deutsche Telekom AG, Deutsche Telekom Holding B.V., and SoftBank Group Corp.	8-K	7/26/2019	2.2
3.1	Sixth Amended and Restated Bylaws of T-Mobile US, Inc.	8-K	10/11/2019	3.1
4.1	Fortieth Supplemental Indenture, dated as of September 27, 2019, by and among T-Mobile USA, Inc., T-Mobile US, Inc., the other guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee.				X
10.1**	Second Amendment, dated as of March 25, 2019, to Amended and Restated Employment Agreement, dated as of December 20, 2017, between T-Mobile US, Inc. and J. Braxton Carter.				X
10.2	Second Amended and Restated Commitment Letter, dated as of September 6, 2019, by and among T-Mobile USA, Inc. and the financial institutions party thereto.	8-K	9/9/2019	10.1
31.1	Certifications of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.				X
31.2	Certifications of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.				X
32.1***	Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2***	Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH	XBRL Taxonomy Extension Schema Document.				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
104	Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).



*		This filing excludes certain schedules pursuant to Item 601(a)(5) of Regulation S-K, which the registrant agrees to furnish supplementally to the SEC upon request by the SEC.
**		Indicates a management contract or compensatory plan or arrangement.
***		Furnished herein.

Index for Notes to the Condensed Consolidated Financial Statements



		~~SIGNATURE~~SIGNATURES

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



		T-MOBILE US, INC.

October ~~30, 2018~~28, 2019		/s/ J. Braxton Carter
		J. Braxton Carter
		Executive Vice President and Chief Financial Officer
		(Principal Financial Officer and Authorized Signatory)

8572



~~DELAWARE~~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)
Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.00001 per share	TMUS	The NASDAQ Stock Market LLC



Class		Shares Outstanding as of October ~~25, 2018~~23, 2019
Common Stock, ~~$0.00001~~ par value $0.00001 per share		~~848,393,022~~855,574,798


(in millions, except share and per share amounts)	September 30, 2018			December 31, 2017			September 30, 2019			December 31, 2018
Assets
Current assets
Cash and cash equivalents	$	329		$	1,219		$	1,653		$	1,203
Accounts receivable, net of allowances of $70 and $86	1,652			1,915
Accounts receivable, net of allowances of $61 and $67							1,822			1,769
Equipment installment plan receivables, net	2,366			2,290			2,425			2,538
Accounts receivable from affiliates	12			22			20			11
Inventories	958			1,566
Inventory							801			1,084
Other current assets	1,969			1,903			1,737			1,676
Total current assets	7,286			8,915			8,458			8,281
Property and equipment, net	22,502			22,196			22,098			23,359
Operating lease right-of-use assets							10,914			—
Financing lease right-of-use assets							2,855			—
Goodwill	1,901			1,683			1,930			1,901
Spectrum licenses	35,553			35,366			36,442			35,559
Other intangible assets, net	229			217			144			198
Equipment installment plan receivables due after one year, net	1,223			1,274			1,469			1,547
Other assets	1,488			912			1,799			1,623
Total assets	$	70,182		$	70,563		$	86,109		$	72,468
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable and accrued liabilities	$	6,500		$	8,528		$	6,406		$	7,741
Payables to affiliates	226			182			252			200
Short-term debt	783			1,612			475			841
Deferred revenue	696			779			608			698
Short-term operating lease liabilities							2,232			—
Short-term financing lease liabilities							1,013			—
Other current liabilities	367			414			1,883			787
Total current liabilities	8,572			11,515			12,869			10,267
Long-term debt	11,993			12,121			10,956			12,124
Long-term debt to affiliates	14,581			14,586			13,986			14,582
Tower obligations	2,565			2,590			2,241			2,557
Deferred tax liabilities	4,370			3,537			5,296			4,472
Operating lease liabilities							10,614			—
Financing lease liabilities							1,440			—
Deferred rent expense	2,761			2,720			—			2,781
Other long-term liabilities	985			935			936			967
Total long-term liabilities	37,255			36,489			45,469			37,483
Commitments and contingencies (Note 15)
Commitments and contingencies (Note 12)
Stockholders' equity
Common Stock, par value $0.00001 per share, 1,000,000,000 shares authorized; 849,890,566 and 860,861,998 shares issued, 848,380,679 and 859,406,651 shares outstanding	—			—
Common Stock, par value $0.00001 per share, 1,000,000,000 shares authorized; 857,072,063 and 851,675,119 shares issued, 855,557,671 and 850,180,317 shares outstanding							—			—
Additional paid-in capital	37,956			38,629			38,433			38,010
Treasury stock, at cost, 1,509,887 and 1,455,347 shares issued	(7		)	(4		)
Accumulated other comprehensive income	—			8
Treasury stock, at cost, 1,514,392 and 1,494,802 shares issued							(8		)	(6		)
Accumulated other comprehensive loss							(1,070		)	(332		)
Accumulated deficit	(13,594		)	(16,074		)	(9,584		)	(12,954		)
Total stockholders' equity	24,355			22,559			27,771			24,718
Total liabilities and stockholders' equity	$	70,182		$	70,563		$	86,109		$	72,468


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


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



PART I. FINANCIAL INFORMATION
	Item 1.	Financial Statements	3
		Condensed Consolidated Balance Sheets	3
		Condensed Consolidated Statements of Comprehensive Income	4
		Condensed Consolidated Statements of Cash Flows	5
		Consolidated Statement of Stockholders’ Equity	6
		Notes to the Condensed Consolidated Financial Statements	69
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4740
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	8064
	Item 4.	Controls and Procedures	8064

PART II. OTHER INFORMATION
	Item 1.	Legal Proceedings	8165
	Item 1A.	Risk Factors	8165
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	83
~~Item 3.~~	~~Defaults Upon Senior Securities~~	83
~~Item 4.~~	~~Mine Safety Disclosures~~	83
~~Item 5.~~	~~Other Information~~	83
~~Item 6.~~	~~Exhibits~~	8470
	~~SIGNATURE~~Item 3.	85Defaults Upon Senior Securities	70
	Item 4.	Mine Safety Disclosures	70
	Item 5.	Other Information	70
	Item 6.	Exhibits	71
		SIGNATURE	72


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended September 30,						Nine Months Ended September 30,
(in millions, except share and per share amounts)	2018			2017			2018			2017			2019			2018			2019			2018
Revenues
Branded postpaid revenues	$	5,244		$	4,920		$	15,478		$	14,465		$	5,746		$	5,244		$	16,852		$	15,478
Branded prepaid revenues	2,395			2,376			7,199			7,009			2,385			2,395			7,150			7,199
Wholesale revenues	338			274			879			778			321			338			938			879
Roaming and other service revenues	89			59			247			151			131			89			346			247
Total service revenues	8,066			7,629			23,803			22,403			8,583			8,066			25,286			23,803
Equipment revenues	2,391			2,118			7,069			6,667			2,186			2,391			6,965			7,069
Other revenues	382			272			993			775			292			382			869			993
Total revenues	10,839			10,019			31,865			29,845			11,061			10,839			33,120			31,865
Operating expenses
Cost of services, exclusive of depreciation and amortization shown separately below	1,586			1,594			4,705			4,520			1,733			1,586			4,928			4,705
Cost of equipment sales	2,862			2,617			8,479			8,149
Cost of equipment sales, exclusive of depreciation and amortization shown separately below													2,704			2,862			8,381			8,479
Selling, general and administrative	3,314			3,098			9,663			8,968			3,498			3,314			10,483			9,663
Depreciation and amortization	1,637			1,416			4,846			4,499			1,655			1,637			4,840			4,846
Gains on disposal of spectrum licenses	—			(29		)	—			(67		)
Total operating expense	9,399			8,696			27,693			26,069			9,590			9,399			28,632			27,693
Operating income	1,440			1,323			4,172			3,776			1,471			1,440			4,488			4,172
Other income (expense)
Interest expense	(194		)	(253		)	(641		)	(857		)	(184		)	(194		)	(545		)	(641		)
Interest expense to affiliates	(124		)	(167		)	(418		)	(398		)	(100		)	(124		)	(310		)	(418		)
Interest income	5			2			17			15			5			5			17			17
Other income (expense), net	3			1			(51		)	(89		)	3			3			(12		)	(51		)
Total other expense, net	(310		)	(417		)	(1,093		)	(1,329		)	(276		)	(310		)	(850		)	(1,093		)
Income before income taxes	1,130			906			3,079			2,447			1,195			1,130			3,638			3,079
Income tax expense	(335		)	(356		)	(831		)	(618		)	(325		)	(335		)	(921		)	(831		)
Net income	795			550			2,248			1,829			$	870		$	795		$	2,717		$	2,248
Dividends on preferred stock	—			(13		)	—			(41		)
Net income attributable to common stockholders	$	795		$	537		$	2,248		$	1,788

Net income	$	795		$	550		$	2,248		$	1,829		$	870		$	795		$	2,717		$	2,248
Other comprehensive income, net of tax
Unrealized gain on available-for-sale securities, net of tax effect of $0, $0, $0 and $2	—			1			—			3
Other comprehensive income	—			1			—			3
Other comprehensive loss, net of tax
Unrealized loss on cash flow hedges, net of tax effect of $88, $0, $256, and $0													(257		)	—			(738		)	—
Other comprehensive loss													(257		)	—			(738		)	—
Total comprehensive income	$	795		$	551		$	2,248		$	1,832		$	613		$	795		$	1,979		$	2,248
Earnings per share
Basic	$	0.94		$	0.65		$	2.65		$	2.15		$	1.02		$	0.94		$	3.18		$	2.65
Diluted	$	0.93		$	0.63		$	2.62		$	2.10		$	1.01		$	0.93		$	3.15		$	2.62
Weighted average shares outstanding
Basic	847,087,120			831,189,779			849,960,290			829,974,146			854,578,241			847,087,120			853,391,370			849,960,290
Diluted	853,852,764			871,420,065			858,248,568			871,735,511			862,690,751			853,852,764			862,854,654			858,248,568



(in millions, except shares)	Common Stock Outstanding		Treasury Shares at Cost			Par Value and Additional Paid-in Capital			Accumulated Other Comprehensive Loss			Accumulated Deficit			Total Stockholders' Equity
Balance as of June 30, 2019	854,452,642		$	(8	)	$	38,242		$	(813	)	$	(10,454	)	$	26,967
Net income	—		—			—			—			870			870
Other comprehensive loss	—		—			—			(257		)	—			(257		)
Stock-based compensation	—		—			140			—			—			140
Exercise of stock options	19,619		—			—			—			—			—
Stock issued for employee stock purchase plan	955,849		—			55			—			—			55
Issuance of vested restricted stock units	179,155		—			—			—			—			—
Shares withheld related to net share settlement of stock awards and stock options	(53,349	)	—			(4		)	—			—			(4		)
Distribution from NQDC plan	3,755		—			—			—			—			—
Balance as of September 30, 2019	855,557,671		$	(8	)	$	38,433		$	(1,070	)	$	(9,584	)	$	27,771

Balance as of December 31, 2018	850,180,317		$	(6	)	$	38,010		$	(332	)	$	(12,954	)	$	24,718
Net income	—		—			—			—			2,717			2,717
Other comprehensive loss	—		—			—			(738		)	—			(738		)
Stock-based compensation	—		—			404			—			—			404
Exercise of stock options	70,754		—			1			—			—			1
Stock issued for employee stock purchase plan	2,091,650		—			124			—			—			124
Issuance of vested restricted stock units	4,729,270		—			—			—			—			—
Forfeiture of restricted stock awards	(20,769	)	—			—			—			—			—
Shares withheld related to net share settlement of stock awards and stock options	(1,474,011	)	—			(108		)	—			—			(108		)
Transfer RSU from NQDC plan	(19,540	)	(2		)	2			—			—			—
Prior year retained earnings	—		—			—			—			653			653
Balance as of September 30, 2019	855,557,671		$	(8	)	$	38,433		$	(1,070	)	$	(9,584	)	$	27,771



Note 1	Summary of Significant Accounting Policies	79
Note 2	Significant Transactions	12
Note 3	Business Combinations	13
Note 34	~~Business Combinations~~Receivables and Allowance for Credit Losses	15
Note 45	Sales of Certain Receivables ~~and Allowance for Credit Losses~~	17
Note 6	Spectrum License Transactions	19
Note 57	~~Sales of Certain Receivables~~Fair Value Measurements	20
Note 68	~~Goodwill~~Tower Obligations	22
Note 9	Revenue from Contracts with Customers	23
Note 710	~~Spectrum License Transactions~~	23
~~Note 8~~	~~Fair Value Measurements~~	24
~~Note 9~~	~~Debt~~Earnings Per Share	25
Note 1011	~~Employee Compensation~~Leases	25
Note 12	Commitments and ~~Benefit Plans~~Contingencies	28
Note 1113	~~Revenue from Contracts with Customers~~Guarantor Financial Information	29
~~Note 12~~	~~Repurchases of Common Stock~~	31
~~Note 13~~	~~Income Taxes~~	31
~~Note 14~~	~~Earnings Per Share~~	32
~~Note 15~~	~~Commitments and Contingencies~~	33
~~Note 16~~	~~Subsequent Event~~	35
~~Note 17~~	~~Guarantor Financial Information~~	35



	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		)



	Three Months Ended September 30, 2018									Nine Months Ended September 30, 2018
(in millions, except per share amounts)	Previous Revenue Standard			New Revenue Standard			Change			Previous Revenue Standard			New Revenue Standard			Change
Revenues
Branded postpaid revenues	$	5,242		$	5,244		$	2		$	15,503		$	15,478		$	(25	)
Branded prepaid revenues	2,396			2,395			(1		)	7,203			7,199			(4		)
Wholesale revenues	295			338			43			836			879			43
Roaming and other service revenues	89			89			—			247			247			—
Total service revenues	8,022			8,066			44			23,789			23,803			14
Equipment revenues	2,286			2,391			105			6,791			7,069			278
Other revenues	382			382			—			993			993			—
Total revenues	10,690			10,839			149			31,573			31,865			292
Operating expenses
Cost of services, exclusive of depreciation and amortization shown separately below	1,562			1,586			24			4,655			4,705			50
Cost of equipment sales	2,867			2,862			(5		)	8,491			8,479			(12		)
Selling, general and administrative	3,320			3,314			(6		)	9,724			9,663			(61		)
Depreciation and amortization	1,637			1,637			—			4,846			4,846			—
Total operating expenses	9,386			9,399			13			27,716			27,693			(23		)
Operating income	1,304			1,440			136			3,857			4,172			315
Total other expense, net	(310		)	(310		)	—			(1,093		)	(1,093		)	—
Income before income taxes	994			1,130			136			2,764			3,079			315
Income tax expense	(300		)	(335		)	(35		)	(750		)	(831		)	(81		)
Net income	$	694		$	795		$	101		$	2,014		$	2,248		$	234
Earnings per share
Basic earnings per share	0.82			0.94			0.12			2.37			2.65			0.28
Diluted earnings per share	0.81			0.93			0.12			2.35			2.62			0.27



	September 30, 2018
(in millions)	Previous Revenue Standard			New Revenue Standard			Change
Assets
Other current assets	$	1,874		$	1,969		$	95
Other assets	969			1,488			519
Liabilities and Stockholders’ Equity
Deferred revenue	$	682		$	696		$	14
Deferred tax liabilities	4,216			4,370			154
Accumulated deficit	(14,040		)	(13,594		)	446



	January 1, 2019
(in millions)	Beginning Balance			Cumulative Effect Adjustment			Beginning Balance, As Adjusted
Assets
Other current assets	$	1,676		$	(78	)	$	1,598
Property and equipment, net	23,359			(2,339		)	21,020
Operating lease right-of-use assets	—			9,251			9,251
Financing lease right-of-use assets	—			2,271			2,271
Other intangible assets, net	198			(12		)	186
Other assets	1,623			(71		)	1,552
Liabilities and Stockholders’ Equity
Accounts payable and accrued liabilities	7,741			(65		)	7,676
Other current liabilities	787			28			815
Short-term and long-term debt	12,965			(2,015		)	10,950
Tower obligations	2,557			(345		)	2,212
Deferred tax liabilities	4,472			231			4,703
Deferred rent expense	2,781			(2,781		)	—
Short-term and long-term operating lease liabilities	—			11,364			11,364
Short-term and long-term financing lease liabilities	—			2,016			2,016
Other long-term liabilities	967			(64		)	903
Accumulated deficit	$	(12,954	)	$	653		$	(12,301	)



	September 30, 2019						December 31, 2018
(in millions)	Prime		Subprime		Total EIP Receivables, gross		Prime		Subprime		Total EIP Receivables, gross
Current - 30 days past due	$	2,178	$	2,021	$	4,199	$	1,987	$	2,446	$	4,433
31 - 60 days past due	13		26		39		15		32		47
61 - 90 days past due	6		17		23		6		19		25
More than 90 days past due	7		21		28		7		22		29
Total receivables, gross	$	2,204	$	2,085	$	4,289	$	2,015	$	2,519	$	4,534



	September 30, 2018						December 31, 2017
(in millions)	Prime		Subprime		Total EIP Receivables, gross		Prime		Subprime		Total EIP Receivables, gross
Current - 30 days past due	$	1,661	$	2,226	$	3,887	$	1,727	$	2,133	$	3,860
31 - 60 days past due	13		31		44		17		29		46
61 - 90 days past due	6		15		21		6		16		22
More than 90 days past due	6		20		26		8		24		32
Total receivables, gross	$	1,686	$	2,292	$	3,978	$	1,758	$	2,202	$	3,960


•	The expected impact on our Condensed Consolidated Statements of Cash Flows is a decrease in Net cash provided by operating activities of $10 millionand a decrease in Net cash used in financing activities of $10 million.



	Three Months Ended September 30, 2017								Nine Months Ended September 30, 2017
(in millions, except per share amounts)	Gross			Reim- bursement		Net			Gross			Reim- bursement		Net
Increase (decrease)
Revenues
Branded postpaid revenues	$	(20	)	$	—	$	(20	)	$	(20	)	$	—	$	(20	)
Of which, postpaid phone revenues	(19		)	—		(19		)	(19		)	—		(19		)
Branded prepaid revenues	(11		)	—		(11		)	(11		)	—		(11		)
Wholesale revenues	—			—		—			—			—		—
Total service revenues	(31		)	—		(31		)	(31		)	—		(31		)
Roaming and other service revenues	—			—		—			—			—		—
Equipment revenues	(8		)	—		(8		)	(8		)	—		(8		)
Total revenues	$	(39	)	$	—	$	(39	)	$	(39	)	$	—	$	(39	)

Operating expenses
Cost of services	$	69		$	—	$	69		$	69		$	—	$	69
Cost of equipment sales	4			—		4			4			—		4
Selling, general and administrative	36			—		36			36			—		36
Of which, bad debt	20			—		20			20			—		20
Total operating expenses	$	109		$	—	$	109		$	109		$	—	$	109

Operating income (loss)	$	(148	)	$	—	$	(148	)	$	(148	)	$	—	$	(148	)
Net income (loss)	(90		)	—		(90		)	(90		)	—		(90		)

Earnings per share - basic	$	(0.11	)	$	—	$	(0.11	)	$	(0.11	)	$	—	$	(0.11	)
Earnings per share - diluted	(0.10		)	—		(0.10		)	(0.10		)	—		(0.10		)



(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



(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



	September 30, 2018									September 30, 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	46			163			209			83			215			298
Write-offs, net of recoveries	(62		)	(179		)	(241		)	(99		)	(205		)	(304		)
Change in imputed discount on short-term and long-term EIP receivables	N/A			155			155			N/A			163			163
Impact on the imputed discount from sales of EIP receivables	N/A			(146		)	(146		)	N/A			(126		)	(126		)
Allowance for credit losses and imputed discount, end of period	$	70		$	389		$	459		$	86		$	363		$	449



(in millions)	Goodwill
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 September 30, 2018	$	1,901
Accumulated impairment losses at September 30, 2018	$	(10,766	)



(in millions)	2019
Balance at December 31, 2018	$	35,559
Spectrum license acquisitions	857
Spectrum licenses transferred to held for sale	—
Costs to clear spectrum	26
Balance at September 30, 2019	$	36,442



(in millions)	Spectrum Licenses
Balance at December 31, 2017	$	35,366
Spectrum license acquisitions	137
Costs to clear spectrum	50
Balance at September 30, 2018	$	35,553


•	~~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.~~



	Level within the Fair Value Hierarchy	September 30, 2019				December 31, 2018
(in millions)	Level within the Fair Value Hierarchy	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Assets:
Deferred purchase price assets	3	$	782	$	782	$	746	$	746



(in millions)	December 31, 2017		Proceeds from Issuances and Borrowings ⁽¹⁾⁽³⁾		Note Redemptions⁽¹⁾⁽³⁾			Repayments			Reclassifications ⁽¹⁾			Consent Fees			Other ⁽²⁾			September 30, 2018
Short-term debt	$	1,612	$	—	$	(3,424	)	$	—		$	2,425		$	—		$	170		$	783
Long-term debt	12,121		2,494		—			—			(2,425		)	(31		)	(166		)	11,993
Total debt to third parties	13,733		2,494		(3,424		)	—			—			(31		)	4			12,776
Short-term debt to affiliates	—		6,050		—			(6,050		)	—			—			—			—
Long-term debt to affiliates	14,586		—		—			—			—			(7		)	2			14,581
Total debt to affiliates	14,586		6,050					(6,050		)	—			(7		)	2			14,581
Total debt	$	28,319	$	8,544	$	(3,424	)	$	(6,050	)	$	—		$	(38	)	$	6		$	27,357


~~(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 revolving credit facility.


~~(3)~~	~~Through net settlement on April 30, 2018, we issued to DT a total of $2.5 billion in aggregate principal~~ amount of New DT Notes (as defined below) 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 (collectively, the “DT Senior Reset Notes”) held by DT.



(in millions)	Principal Issuances		Issuance Costs		Net Proceeds from Issuance of Long-Term Debt		Issue Date
4.500% Senior Notes due 2026	$	1,000	$	2	$	998	January 25, 2018
4.750% Senior Notes due 2028	1,500		4		1,496		January 25, 2018
Total of Senior Notes issued	$	2,500	$	6	$	2,494



(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	%
6.625% Senior Notes due 2023	1,750		(75		)	58		April 1, 2018	103.313	%
6.836% Senior Notes due 2023	600		—			21		April 28, 2018	103.418	%



(in millions)	Principal Amount		Write -off of Embedded Derivatives ⁽¹⁾			Other ⁽²⁾		Redemption Date	Redemption Price
8.097% Senior Notes due 2021	$	1,250	$	(8	)	$	51	April 28, 2018	104.0485	%
8.195% Senior Notes due 2022	1,250		(8		)	51		April 28, 2018	104.0975	%



	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions, except shares, per share and contractual life amounts)	2018		2017		2018		2017
Stock-based compensation expense	$	115	$	82	$	324	$	221
Income tax benefit related to stock-based compensation	$	20	$	21	$	62	$	53
Weighted average fair value per stock award granted	$	65.41	$	63.88	$	61.91	$	63.26
Unrecognized compensation expense	$	613	$	402	$	613	$	402
Weighted average period to be recognized (years)	1.9		1.8		1.9		1.8
Fair value of stock awards vested	$	17	$	17	$	284	$	312



(in millions, except shares, per share and contractual life amounts)	Number of Units or Awards	Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value
Nonvested, December 31, 2017	12,061,608	$	50.69	1.1	$	766
Granted	5,897,295	60.03
Vested	3,700,642	45.26
Forfeited	721,687	56.63
Nonvested, September 30, 2018	13,536,574	56.14		1.0	950



(in millions, except shares, per share and contractual life amounts)	Number of Units	Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value
Nonvested, December 31, 2017	1,633,935	$	48.06	1.1	$	104
Granted	3,185,853	65.95
Vested	1,021,064	36.85
Forfeited	11,580	66.32
Nonvested, September 30, 2018	3,787,144	62.62		1.7	266


•	~~Branded prepaid customers generally include customers who pay for wireless communication services in advance. Our branded prepaid customers include customers of T-Mobile and Metro~~^TM ~~by T-Mobile (“Metro”); and~~