UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2019

or

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

For the transition period from    to

Commission File Number: 1-33409

T-MOBILE US, INC.

(Exact name of registrant as specified in its charter)

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

12920 SE 38th Street

Bellevue, Washington

(Address of principal executive offices)

98006-1350

(Zip Code)

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

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

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

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

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

Large accelerated filer     ☒                        Accelerated filer             ☐

Non-accelerated filer     ☐                        Smaller reporting company        ☐

Emerging growth company    ☐

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

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

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

Class		Shares Outstanding as of October 23, 2019
Common Stock, par value $0.00001 per share		855,574,798

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T-Mobile US, Inc.

Form 10-Q

For the Quarter Ended September 30, 2019

Table of Contents

PART I. FINANCIAL INFORMATION
	Item 1.	Financial Statements	3
		Condensed Consolidated Balance Sheets	3
		Condensed Consolidated Statements of Comprehensive Income	4
		Condensed Consolidated Statements of Cash Flows	5
		Consolidated Statement of Stockholders’ Equity	6
		Notes to the Condensed Consolidated Financial Statements	9
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	40
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	64
	Item 4.	Controls and Procedures	64
PART II. OTHER INFORMATION
	Item 1.	Legal Proceedings	65
	Item 1A.	Risk Factors	65
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	70
	Item 3.	Defaults Upon Senior Securities	70
	Item 4.	Mine Safety Disclosures	70
	Item 5.	Other Information	70
	Item 6.	Exhibits	71
		SIGNATURE	72

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

T-Mobile US, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

(in millions, except share and per share amounts)	September 30, 2019				December 31, 2018
Assets
Current assets
Cash and cash equivalents	$	1,653			$	1,203
Accounts receivable, net of allowances of $61 and $67	1,822				1,769
Equipment installment plan receivables, net	2,425				2,538
Accounts receivable from affiliates	20				11
Inventory	801				1,084
Other current assets	1,737				1,676
Total current assets	8,458				8,281
Property and equipment, net	22,098				23,359
Operating lease right-of-use assets	10,914				—
Financing lease right-of-use assets	2,855				—
Goodwill	1,930				1,901
Spectrum licenses	36,442				35,559
Other intangible assets, net	144				198
Equipment installment plan receivables due after one year, net	1,469				1,547
Other assets	1,799				1,623
Total assets	$	86,109			$	72,468
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable and accrued liabilities	$	6,406			$	7,741
Payables to affiliates	252				200
Short-term debt	475				841
Deferred revenue	608				698
Short-term operating lease liabilities	2,232				—
Short-term financing lease liabilities	1,013				—
Other current liabilities	1,883				787
Total current liabilities	12,869				10,267
Long-term debt	10,956				12,124
Long-term debt to affiliates	13,986				14,582
Tower obligations	2,241				2,557
Deferred tax liabilities	5,296				4,472
Operating lease liabilities	10,614				—
Financing lease liabilities	1,440				—
Deferred rent expense	—				2,781
Other long-term liabilities	936				967
Total long-term liabilities	45,469				37,483
Commitments and contingencies (Note 12)
Stockholders' equity
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	38,433				38,010
Treasury stock, at cost, 1,514,392 and 1,494,802 shares issued	(8		)		(6		)
Accumulated other comprehensive loss	(1,070		)		(332		)
Accumulated deficit	(9,584		)		(12,954		)
Total stockholders' equity	27,771				24,718
Total liabilities and stockholders' equity	$	86,109			$	72,468

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

3

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Index for Notes to the Condensed Consolidated Financial Statements

T-Mobile US, Inc.

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)

	Three Months Ended September 30,								Nine Months Ended September 30,
(in millions, except share and per share amounts)	2019				2018				2019				2018
Revenues
Branded postpaid revenues	$	5,746			$	5,244			$	16,852			$	15,478
Branded prepaid revenues	2,385				2,395				7,150				7,199
Wholesale revenues	321				338				938				879
Roaming and other service revenues	131				89				346				247
Total service revenues	8,583				8,066				25,286				23,803
Equipment revenues	2,186				2,391				6,965				7,069
Other revenues	292				382				869				993
Total revenues	11,061				10,839				33,120				31,865
Operating expenses
Cost of services, exclusive of depreciation and amortization shown separately below	1,733				1,586				4,928				4,705
Cost of equipment sales, exclusive of depreciation and amortization shown separately below	2,704				2,862				8,381				8,479
Selling, general and administrative	3,498				3,314				10,483				9,663
Depreciation and amortization	1,655				1,637				4,840				4,846
Total operating expense	9,590				9,399				28,632				27,693
Operating income	1,471				1,440				4,488				4,172
Other income (expense)
Interest expense	(184		)		(194		)		(545		)		(641		)
Interest expense to affiliates	(100		)		(124		)		(310		)		(418		)
Interest income	5				5				17				17
Other income (expense), net	3				3				(12		)		(51		)
Total other expense, net	(276		)		(310		)		(850		)		(1,093		)
Income before income taxes	1,195				1,130				3,638				3,079
Income tax expense	(325		)		(335		)		(921		)		(831		)
Net income	$	870			$	795			$	2,717			$	2,248
Net income	$	870			$	795			$	2,717			$	2,248
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	$	613			$	795			$	1,979			$	2,248
Earnings per share
Basic	$	1.02			$	0.94			$	3.18			$	2.65
Diluted	$	1.01			$	0.93			$	3.15			$	2.62
Weighted average shares outstanding
Basic	854,578,241				847,087,120				853,391,370				849,960,290
Diluted	862,690,751				853,852,764				862,854,654				858,248,568

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

4

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Index for Notes to the Condensed Consolidated Financial Statements

T-Mobile US, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Three Months Ended September 30,								Nine Months Ended September 30,
(in millions)	2019				2018				2019				2018
Operating activities
Net income	$	870			$	795			$	2,717			$	2,248
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization	1,655				1,637				4,840				4,846
Stock-based compensation expense	126				115				366				324
Deferred income tax expense	294				284				849				762
Bad debt expense	74				80				218				209
Losses from sales of receivables	28				48				91				127
Deferred rent expense	—				10				—				21
Losses on redemption of debt	—				—				19				122
Changes in operating assets and liabilities
Accounts receivable	(745		)		(1,238		)		(2,693		)		(3,247		)
Equipment installment plan receivables	(78		)		(335		)		(478		)		(843		)
Inventories	(36		)		(115		)		(139		)		43
Operating lease right-of-use assets	491				—				1,395				—
Other current and long-term assets	(118		)		(193		)		(288		)		(309		)
Accounts payable and accrued liabilities	(395		)		(265		)		(339		)		(1,372		)
Short and long-term operating lease liabilities	(549		)		—				(1,592		)		—
Other current and long-term liabilities	42				39				136				(21		)
Other, net	89				52				185				35
Net cash provided by operating activities	1,748				914				5,287				2,945
Investing activities
Purchases of property and equipment, including capitalized interest of $118 and $101 and $361 and $246	(1,514		)		(1,362		)		(5,234		)		(4,357		)
Purchases of spectrum licenses and other intangible assets, including deposits	(13		)		(22		)		(863		)		(101		)
Proceeds related to beneficial interests in securitization transactions	900				1,338				2,896				3,956
Acquisition of companies, net of cash acquired	(31		)		—				(31		)		(338		)
Other, net	1				4				(6		)		30
Net cash used in investing activities	(657		)		(42		)		(3,238		)		(810		)
Financing activities
Proceeds from issuance of long-term debt	—				—				—				2,494
Payments of consent fees related to long-term debt	—				—				—				(38		)
Proceeds from borrowing on revolving credit facility	575				1,810				2,340				6,050
Repayments of revolving credit facility	(575		)		(2,130		)		(2,340		)		(6,050		)
Repayments of financing lease obligations	(235		)		(181		)		(550		)		(508		)
Repayments of short-term debt for purchases of inventory, property and equipment, net	(300		)		(246		)		(300		)		(246		)
Repayments of long-term debt	—				—				(600		)		(3,349		)
Repurchases of common stock	—				—				—				(1,071		)
Tax withholdings on share-based awards	(4		)		(5		)		(108		)		(89		)
Cash payments for debt prepayment or debt extinguishment costs	—				—				(28		)		(212		)
Other, net	(4		)		(6		)		(13		)		(6		)
Net cash used in financing activities	(543		)		(758		)		(1,599		)		(3,025		)
Change in cash and cash equivalents	548				114				450				(890		)
Cash and cash equivalents
Beginning of period	1,105				215				1,203				1,219
End of period	$	1,653			$	329			$	1,653			$	329
Supplemental disclosure of cash flow information
Interest payments, net of amounts capitalized	$	327			$	366			$	912			$	1,303
Operating lease payments (1)	703				—				2,094				—
Income tax payments	5				29				77				40
Noncash investing and financing activities
Noncash beneficial interest obtained in exchange for securitized receivables	$	1,734			$	1,263			$	4,862			$	3,596
(Decrease) increase in accounts payable for purchases of property and equipment	(460		)		78				(906		)		(672		)
Leased devices transferred from inventory to property and equipment	298				229				612				813
Returned leased devices transferred from property and equipment to inventory	(65		)		(74		)		(189		)		(246		)
Short-term debt assumed for financing of property and equipment	475				—				775				291
Operating lease right-of-use assets obtained in exchange for lease obligations	989				—				3,083				—
Financing lease right-of-use assets obtained in exchange for lease obligations	395				133				943				451

(1) On January 1, 2019, we adopted Accounting Standards Update (“ASU”) 2016-02, “Leases (Topic 842),” which requires certain supplemental cash flow disclosures. Where these disclosures or a comparable figure were not required under the former lease standard, we have not retrospectively presented historical amounts. See Note 1 – Summary of Significant Accounting Policies for additional details.

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

5

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Index for Notes to the Condensed Consolidated Financial Statements

T-Mobile US, Inc.

Condensed Consolidated Statement of Stockholders’ Equity

(Unaudited)

(in millions, except shares)	Common Stock Outstanding			Treasury 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

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

6

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Index for Notes to the Condensed Consolidated Financial Statements

T-Mobile US, Inc.

Condensed Consolidated Statement of Stockholders’ Equity

(Unaudited)

(in millions, except shares)	Common Stock Outstanding			Treasury Shares at Cost				Par Value and Additional Paid-in Capital				Accumulated Other Comprehensive Income (Loss)				Accumulated Deficit				Total Stockholders' Equity
Balance as of June 30, 2018	847,225,746			$	(7	)		$	37,786			$	—			$	(14,389	)		$	23,390
Net income	—			—				—				—				795				795
Stock-based compensation	—			—				127				—				—				127
Exercise of stock options	36,973			—				—				—				—				—
Stock issued for employee stock purchase plan	942,475			—				48				—				—				48
Issuance of vested restricted stock units	251,953			—				—				—				—				—
Shares withheld related to net share settlement of stock awards and stock options	(77,323	)		—				(5		)		—				—				(5		)
Distribution from NQDC plan	855			—				—				—				—				—
Balance as of September 30, 2018	848,380,679			$	(7	)		$	37,956			$	—			$	(13,594	)		$	24,355
Balance as of December 31, 2017	859,406,651			$	(4	)		$	38,629			$	8			$	(16,074	)		$	22,559
Net income	—			—				—				—				2,248				2,248
Stock-based compensation	—			—				361				—				—				361
Exercise of stock options	174,514			—				3				—				—				3
Stock issued for employee stock purchase plan	2,011,970			—				103				—				—				103
Issuance of vested restricted stock units	4,707,512			—				—				—				—				—
Issuance of restricted stock awards	354,459			—				—				—				—				—
Shares withheld related to net share settlement of stock awards and stock options	(1,481,129	)		—				(89		)		—				—				(89		)
Repurchases of common stock	(16,738,758	)		—				(1,054		)		—				—				(1,054		)
Transfer RSU from NQDC plan	(54,540	)		(3		)		3				—				—				—
Prior year retained earnings	—			—				—				(8		)		232				224
Balance as of September 30, 2018	848,380,679			$	(7	)		$	37,956			$	—			$	(13,594	)		$	24,355

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

7

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Index for Notes to the Condensed Consolidated Financial Statements

T-Mobile US, Inc.

Index for Notes to the Condensed Consolidated Financial Statements

Note 1	Summary of Significant Accounting Policies	9
Note 2	Significant Transactions	12
Note 3	Business Combinations	13
Note 4	Receivables and Allowance for Credit Losses	15
Note 5	Sales of Certain Receivables	17
Note 6	Spectrum License Transactions	19
Note 7	Fair Value Measurements	20
Note 8	Tower Obligations	22
Note 9	Revenue from Contracts with Customers	23
Note 10	Earnings Per Share	25
Note 11	Leases	25
Note 12	Commitments and Contingencies	28
Note 13	Guarantor Financial Information	29

8

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Index for Notes to the Condensed Consolidated Financial Statements

T-Mobile US, Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

Note 1 – Summary of Significant Accounting Policies

Basis of Presentation

The unaudited condensed consolidated financial statements of T-Mobile US, Inc. (“T-Mobile,” “we,” “our,” “us” or “the Company”) include all adjustments of a normal recurring nature necessary for the fair presentation of the results for the interim periods presented. The results for the interim periods are not necessarily indicative of those for the full year. The condensed consolidated financial statements should be read in conjunction with our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2018.

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

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

Accounting Pronouncements Adopted During the Current Year

Leases

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, “Leases (Topic 842),” and has since modified the standard with several ASUs (collectively, the “new lease standard”). The new lease standard is effective for us, and we adopted the standard, on January 1, 2019.

We adopted the standard by recognizing and measuring leases at the adoption date with a cumulative effect of initially applying the guidance recognized at the date of initial application and as a result did not restate the prior periods presented in the Condensed Consolidated Financial Statements.

The new lease standard provides for a number of optional practical expedients in transition. We did not elect the “package of practical expedients” and as a result reassessed under the new lease standard our prior accounting conclusions about lease identification, lease classification and initial direct costs. We elected to use hindsight for determining the reasonably certain lease term. We did not elect the practical expedient pertaining to land easements as it is not applicable to us.

The new lease standard provides practical expedients and policy elections for an entity’s ongoing accounting. Generally, we elected the practical expedient to not separate lease and non-lease components in arrangements whereby we are the lessee. For arrangements in which we are lessor we did not elect this practical expedient. We did not elect the short-term lease recognition exemption, which includes the recognition of right-of-use assets and lease liabilities for existing short-term leases at transition. We have also applied this election to all active leases at transition.

The most significant judgments and impacts upon adoption of the standard include the following:

•

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 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.

9

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Index for Notes to the Condensed Consolidated Financial Statements

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 measure the 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 index (“CPI”). Lease liabilities are not remeasured as a result of changes in the CPI; instead, changes in the CPI are treated as variable lease payments and are excluded from the measurement of the 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 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 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.

•	We were also required to reassess the previously failed sale-leasebacks of certain T-Mobile-owned wireless communication tower sites and determine 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 sale should be recognized.

•	We concluded that a sale has not occurred for the 6,200 tower sites transferred to Crown Castle International Corp. (“CCI”) pursuant to a 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 Phoenix Tower International (“PTI”). Upon adoption on January 1, 2019, we derecognized our existing long-term financial obligation and the 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 the leaseback of the tower sites. The estimated impacts from the 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 lease standard. These revenues and expenses were presented on a gross basis under the former lease standard.

10

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Index for Notes to the Condensed Consolidated Financial Statements

Including the impacts from a change in the accounting conclusion on the 1,400 previously failed sale-leaseback tower sites, the cumulative effect of initially applying the new lease standard on January 1, 2019 is as follows:

	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	)

Including the impacts from the change in the accounting conclusion on the 1,400 previously failed sale-leaseback tower sites and the change in presentation on the income statement of the 6,200 tower sites for which a sale did not occur, the cumulative effects of initially applying the new lease standard for the year ended December 31, 2019 are estimated as follows:

•	The aggregate impact is a decrease in Other revenues of $185 million, a decrease in Total operating expenses of $380 million, a decrease in Interest expense of $34 million and an increase to Net income of $175 million.

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

For arrangements where we are the lessor, including arrangements to lease devices to our service customers, the adoption of the new lease standard did not have a material impact on our financial statements as these leases are classified as operating leases.

Device lease payments are presented as Equipment revenues and recognized as earned on a straight-line basis over the lease term. Recognition of equipment revenue on lease contracts that are determined to not be probable of collection are limited to the amount of payments received. We have made an accounting policy election to exclude from the consideration in the contract all taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by us from a customer (for example, sales, use, value added, and some excise taxes).

At operating lease inception, leased wireless devices are transferred from Inventory to Property and equipment, net. Leased wireless devices are depreciated to their estimated residual value over the period expected to provide utility to us, which is generally shorter than the lease term and considers expected losses. 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 in our Consolidated Statements of Comprehensive Income.

We do not have any leasing transactions with related parties. See Note 11 - Leases for further information.

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

11

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Index for Notes to the Condensed Consolidated Financial Statements

Accounting Pronouncements Not Yet Adopted

Financial Instruments

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” and has since modified the standard with several ASUs (collectively, the “new credit loss standard”). The new credit loss standard requires a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions and reasonable and supportable forecasts that affect the collectibility of the reported amount. The new credit loss standard will become effective for us beginning January 1, 2020, and will require a cumulative-effect adjustment to Accumulated deficit as of the beginning of the first reporting period in which the guidance is effective (that is, a modified-retrospective approach).

We will adopt the new credit loss standard on January 1, 2020, and will recognize lifetime expected credit losses at the inception of our credit risk exposures whereas we currently recognize credit losses only when it is probable that they have been incurred. We will also recognize expected credit losses on our EIP receivables, excluding consideration of any unamortized discount on those receivables. We currently offset our estimate of probable losses on our equipment installment plan (“EIP”) receivables by the amount of the related unamortized discounts on those receivables. We have developed an expected credit loss model and are refining the inputs including the forward-looking loss indicators. The estimated impact of the new credit loss standard on our receivables portfolio as of September 30, 2019, would be an increase to our allowance for credit losses of $70 million to $90 million, an increase to deferred tax assets of approximately $20 million and an increase to Accumulated deficit of $50 million to $70 million.

Cloud Computing Arrangements

In August 2018, the FASB issued ASU 2018-15, “Intangibles - Goodwill and Other - Internal-Use Software (Topic 350): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract.” The standard aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The standard will become effective for us beginning January 1, 2020, and can be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. We are currently evaluating the impact this guidance will have on our Consolidated Financial Statements. We will adopt the standard on January 1, 2020.

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

Note 2 - Significant Transactions

Business Combinations

Proposed Sprint Transaction

On April 29, 2018, we entered into a Business Combination Agreement (as amended, the “Business Combination Agreement”) to merge with Sprint Corporation (“Sprint”). See Note 3 - Business Combinations for further information.

Acquisition

In July 2019, we completed our acquisition of a mobile marketing company for cash consideration of $32 million. See Note 3 - Business Combinations for further information.

Sales of Certain Receivables

In February 2019, the service receivable sale arrangement was amended to extend the scheduled expiration date, as well as extend certain third-party credit support under the arrangement, to March 2021.

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Index for Notes to the Condensed Consolidated Financial Statements

Note Redemption

Effective April 28, 2019, we redeemed $600 million aggregate principal amount of our 9.332% Senior Reset Notes due 2023 (the “DT Senior Reset Notes”) held by Deutsche Telekom AG (“DT”), our majority stockholder. 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 debt prepayment or debt extinguishment costs in our Condensed Consolidated Statements of Cash 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 and was included in Other income (expense), net in our Condensed Consolidated Statements of Comprehensive Income. See Note 7 - Fair Value Measurements for further information.

Note 3 – Business Combinations

Proposed Sprint Transactions

On April 29, 2018, we entered into a Business Combination Agreement to merge with Sprint in an all-stock transaction at a fixed exchange ratio of 0.10256 shares of T-Mobile common stock for each share of Sprint common stock, or 9.75 shares of Sprint common stock for each share of T-Mobile common stock (the “Merger”). The combined company will be named “T-Mobile” and, as a result of the Merger, is expected to be able to rapidly launch a broad and deep nationwide 5G network, accelerate innovation and increase competition in the U.S. wireless, video and broadband industries. Neither T-Mobile nor Sprint on its own could generate comparable benefits to consumers.

The Merger and the other transactions contemplated by the Business Combination Agreement (collectively, the “Transactions”) have been approved by the boards of directors of T-Mobile and Sprint and the required approvals of the stockholders of each of T-Mobile and Sprint have been obtained. Immediately following the Merger, it is anticipated that DT and SoftBank Group Corp. (“SoftBank”) will hold, directly or indirectly, on a fully diluted basis, approximately 41.7% and 27.4%, respectively, of the outstanding T-Mobile common stock, with the remaining approximately 30.9% of the outstanding T-Mobile common stock held by other stockholders, based on closing share prices and certain other assumptions as of December 31, 2018.

In connection with the entry into the Business Combination Agreement, T-Mobile USA, Inc. (“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”). On September 6, 2019, T-Mobile USA amended and restated the Commitment Letter which (i) reduced the commitments under the secured term loan facility from $7 billion to $4 billion and (ii) extended the commitments thereunder through May 1, 2020. 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. We will incur certain fees on the secured term loan facility beginning on November 1, 2019. We expect to incur certain additional fees in connection with the financing provided for in the Commitment Letter, if the Merger is consummated. There were no fees accrued as of September 30, 2019.

In connection with the entry into the Business Combination Agreement, DT and T-Mobile USA entered into a financing matters agreement, dated as of April 29, 2018, pursuant to 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. If the Merger is consummated, we will make payments for requisite consents to DT. There were no consent payments accrued as of September 30, 2019.

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 subsidiaries. If the Merger is consummated, we will make payments for requisite consents to third-party note holders. There were no consent payments accrued as of September 30, 2019.

Under the terms of the Business Combination Agreement, Sprint may be required to reimburse us for 33% of the upfront consent and related bank fees we paid, or $14 million, if the Business Combination Agreement is terminated. There were no reimbursements accrued as of September 30, 2019. On May 18, 2018, Sprint also obtained consents necessary to effect certain amendments to certain existing debt of Sprint and its subsidiaries. Under the terms of the Business Combination Agreement, we may also be required to reimburse Sprint for 67% of the upfront consent and related bank fees it paid, or $162 million, if the Business Combination Agreement is terminated. There were no fees accrued as of September 30, 2019.

13

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Index for Notes to the Condensed Consolidated Financial Statements

We recognized merger-related costs of $159 million and $53 million for the three months ended September 30, 2019 and 2018, respectively, and $494 million and $94 million for the nine months ended September 30, 2019 and 2018, respectively. These costs generally included consulting and legal fees and were recognized as Selling, general and administrative expenses in our Condensed Consolidated Statements of Comprehensive Income.

The consummation of the Transactions remains subject to regulatory approvals and certain other customary closing conditions. We now expect the Merger will be permitted to close in early 2020. The Business Combination Agreement contains certain termination rights for both Sprint and us. If we terminate the Business Combination Agreement in connection with a failure to satisfy the closing condition related to specified minimum credit ratings for the combined company on the closing date of the Merger (after giving effect to the Merger) from at least two of the three credit rating agencies, then in certain circumstances, we may be required to pay Sprint an amount equal to $600 million.

On June 18, 2018, we filed the Public Interest Statement and applications for approval of the Merger with the Federal Communications Commission (“FCC”). On July 18, 2018, the FCC issued a Public Notice formally accepting our applications and establishing a period for public comment. On May 20, 2019, to facilitate the FCC’s review and approval of the FCC license transfers associated with the proposed Merger, we and Sprint filed with the FCC a written ex parte presentation (the “Presentation”) relating to the proposed Merger. The Presentation included proposed commitments from us and Sprint. Following the Presentation, we received statements of support for the Merger by the FCC Chairman Ajit Pai and Commissioners Carr and O’Rielly. The Federal Communications Commission voted to approve the Merger on October 16, 2019.

On June 11, 2019, a number of state attorneys general filed a lawsuit against us, DT, Sprint, and SoftBank Group Corp. in the U.S. District Court for the Southern District of New York, alleging that the Merger, if consummated, would violate Section 7 of the Clayton Act and so should be enjoined. After it was filed, several additional states joined the lawsuit. Of the states that joined the lawsuit, two have subsequently withdrawn from the suit having resolved their concerns with the Merger. Discovery in the lawsuit is ongoing, and the court has set a trial date of December 9, 2019. We believe the plaintiffs’ claims are without merit, and we intend to defend the lawsuit vigorously.

On July 26, 2019, we entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Sprint and DISH Network Corporation (“DISH”). We and Sprint are collectively referred to as the “Sellers.” Pursuant to the Asset Purchase Agreement, upon the terms and subject to the conditions thereof, following the consummation of the Merger, DISH will acquire Sprint’s prepaid wireless business, currently operated under the Boost Mobile, Virgin Mobile and Sprint prepaid brands (excluding the Assurance brand Lifeline customers and the prepaid wireless customers of Shenandoah Telecommunications Company and Swiftel Communications, Inc.), including customer accounts, inventory, contracts, intellectual property and certain other specified assets (the “Prepaid Business”), and will assume certain related liabilities (the “Prepaid Transaction”). DISH will pay the Sellers $1.4 billion for the Prepaid Business, subject to a working capital adjustment. The consummation of the Prepaid Transaction is subject to the consummation of the Merger and other customary closing conditions.

At the closing of the Prepaid Transaction, the Sellers and DISH will enter into (i) a License Purchase Agreement pursuant to which (a) the Sellers will sell certain 800 MHz spectrum licenses held by Sprint to DISH for a total of approximately $3.6 billion in a transaction to be completed, subject to certain additional closing conditions, following an application for FCC approval to be filed three years following the closing of the Merger and (b) the Sellers will have the option to lease back from DISH, as needed, a portion of the spectrum sold for an additional two years following the closing of the spectrum sale transaction, (ii) a Transition Services Agreement providing for the Sellers’ provision of transition services to DISH in connection with the Prepaid Business for a period of up to three years following the closing of the Prepaid Transaction, (iii) a Master Network Services Agreement providing for the Sellers’ provision of network services to customers of the Prepaid Business for a period of up to seven years following the closing of the Prepaid Transaction, and (iv) an Option to Acquire Tower and Retail Assets offering DISH the option to acquire certain decommissioned towers and retail locations from the Sellers, subject to obtaining all necessary third-party consents, for a period of up to five years following the closing of the Prepaid Transaction.

On July 26, 2019, in connection with the entry into the Asset Purchase Agreement, we and the other parties to the Business Combination Agreement entered into Amendment No. 1 (the “Amendment”) to the Business Combination Agreement. The Amendment extends the Outside Date (as defined in the Business Combination Agreement) to 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. The Amendment also provides that the closing of the Merger will occur on the first business day of the first month (other than the third month of any calendar quarter) where such first business day is at least three business days following the satisfaction or waiver of all of the conditions to the closing of the Merger, or, if the Marketing Period has not ended at the time

14

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Index for Notes to the Condensed Consolidated Financial Statements

of such satisfaction or waiver, the closing shall occur on the earlier of (a) any date during or after the Marketing Period specified by T-Mobile (subject to the consent of Sprint to the extent such date falls after the Outside Date) or (b) the first business day of the first month (other than the third month of any calendar quarter) where such first business day is at least three business days following the final day of the Marketing Period. The Amendment also modifies the Business Combination Agreement so as to limit the actions the parties may be required to undertake or agree to in order to obtain any remaining governmental consents or avoid an action or proceeding by any governmental entity in connection with the Transactions, recognizing the substantial undertakings already agreed to by the parties, including the transactions contemplated by the Asset Purchase Agreement.

On July 26, 2019, the U.S. Department of Justice (the “DOJ”) filed a complaint and a proposed final judgment (the “Proposed Consent Decree”) agreed to by us, DT, Sprint, SoftBank and DISH with the U.S. District Court for the District of Columbia. The Proposed Consent Decree would fully resolve DOJ’s investigation into the Merger and would require the parties to, among other things, carry out the divestitures to be made pursuant to the Asset Purchase Agreement described above upon closing of the Merger. The Proposed Consent Decree is subject to judicial approval.

The consummation of the Merger remains subject to regulatory approvals and certain other customary closing conditions. We now expect the Merger will be permitted to close in early 2020.

Acquisition

In July 2019, we completed our acquisition of a mobile marketing company, for cash consideration of $32 million. Upon closing of the transaction, the acquired company became a wholly-owned consolidated subsidiary to T-Mobile. We recorded Goodwill of approximately $29 million, calculated as the excess of the purchase price paid over the fair value of net assets acquired. The acquired goodwill was allocated to our wireless reporting unit and will be tested for impairment at this level.

The assets acquired and liabilities assumed were not material to our Condensed Consolidated Balance Sheets. The financial results from the acquisition closing date through September 30, 2019 were not material to our Condensed Consolidated Statements of Comprehensive Income. The acquisition was not material to our prior period consolidated results on a pro forma basis.

Note 4 – Receivables and Allowance for Credit Losses

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

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

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

15

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Index for Notes to the Condensed Consolidated Financial Statements

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

(in millions)	September 30, 2019				December 31, 2018
EIP receivables, gross	$	4,289			$	4,534
Unamortized imputed discount	(294		)		(330		)
EIP receivables, net of unamortized imputed discount	3,995				4,204
Allowance for credit losses	(101		)		(119		)
EIP receivables, net	$	3,894			$	4,085
Classified on the balance sheet as:
Equipment installment plan receivables, net	$	2,425			$	2,538
Equipment installment plan receivables due after one year, net	1,469				1,547
EIP receivables, net	$	3,894			$	4,085

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

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

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

The EIP receivables had weighted average effective imputed interest rates of 9.2% and 10.0% as of September 30, 2019, and December 31, 2018, respectively.

Activity for the nine months ended September 30, 2019 and 2018, in the allowance for credit losses and unamortized imputed discount balances for the accounts receivable and EIP receivables segments were as follows:

	September 30, 2019												September 30, 2018
(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	$	67			$	449			$	516			$	86			$	396			$	482
Bad debt expense	51				167				218				46				163				209
Write-offs, net of recoveries	(57		)		(185		)		(242		)		(62		)		(179		)		(241		)
Change in imputed discount on short-term and long-term EIP receivables	N/A				91				91				N/A				155				155
Impact on the imputed discount from sales of EIP receivables	N/A				(127		)		(127		)		N/A				(146		)		(146		)
Allowance for credit losses and imputed discount, end of period	$	61			$	395			$	456			$	70			$	389			$	459

Management considers the aging of receivables to be an important credit indicator. The following table provides delinquency status for the unpaid principal balance for receivables within the EIP portfolio segment, which we actively monitor as part of our current credit risk management practices and policies:

	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

16

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Index for Notes to the Condensed Consolidated Financial Statements

Note 5 – Sales of Certain Receivables

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

Sales of Service Accounts Receivable

Overview of the Transaction

In 2014, we entered into an arrangement to sell certain service accounts receivable on a revolving basis (the “service receivable sale arrangement”). The maximum funding commitment of the service receivable sale arrangement is $950 million. In February 2019, the service receivable sale arrangement was amended to extend the scheduled expiration date, as well as certain third-party credit support under the arrangement, to March 2021. As of September 30, 2019 and December 31, 2018, the service receivable sale arrangement provided funding of $950 million and $774 million, respectively. Sales of receivables occur daily and are settled on a monthly basis. The receivables consist of service charges currently due from customers and are short-term in nature.

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

Variable Interest Entity

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

The following table summarizes the carrying amounts and classification of assets, which consists primarily of the deferred purchase price and liabilities included in our Condensed Consolidated Balance Sheets that relate to our variable interest in the Service VIE:

(in millions)	September 30, 2019				December 31, 2018
Other current assets	$	352			$	339
Accounts payable and accrued liabilities	1				59
Other current liabilities	275				149

Sales of EIP Receivables

Overview of the Transaction

In 2015, we entered into an arrangement to sell certain EIP accounts receivable on a revolving basis (the “EIP sale arrangement”). The maximum funding commitment of the EIP sale arrangement is $1.3 billion, and the scheduled expiration date is November 2020.

17

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Index for Notes to the Condensed Consolidated Financial Statements

As of both September 30, 2019 and December 31, 2018, the EIP sale arrangement provided funding of $1.3 billion. Sales of EIP receivables occur daily and are settled on a monthly basis.

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

Variable Interest Entity

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

The following table summarizes the carrying amounts and classification of assets, which consists primarily of the deferred purchase price and liabilities included in our Condensed Consolidated Balance Sheets that relate to the EIP BRE:

(in millions)	September 30, 2019				December 31, 2018
Other current assets	$	347			$	321
Other assets	85				88
Other long-term liabilities	21				22

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

Sales of Receivables

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

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

The deferred purchase price represents a financial asset that is primarily tied to the creditworthiness of the customers and which can be settled in such a way that we may not recover substantially all of our recorded investment, due to default by the customers on the underlying receivables. We elected, at inception, to measure the deferred purchase price at fair value with changes in fair value included in Selling, general and administrative expense in our Condensed Consolidated Statements of Comprehensive Income. The fair value of the deferred purchase price is determined based on a discounted cash flow model which uses primarily unobservable inputs (Level 3 inputs), including customer default rates. As of September 30, 2019, and December 31, 2018, our deferred purchase price related to the sales of service receivables and EIP receivables was $782 million and $746 million, respectively.

18

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Index for Notes to the Condensed Consolidated Financial Statements

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

(in millions)	September 30, 2019				December 31, 2018
Derecognized net service receivables and EIP receivables	$	2,664			$	2,577
Other current assets	699				660
of which, deferred purchase price	698				658
Other long-term assets	85				88
of which, deferred purchase price	85				88
Accounts payable and accrued liabilities	1				59
Other current liabilities	275				149
Other long-term liabilities	21				22
Net cash proceeds since inception	1,953				1,879
Of which:
Change in net cash proceeds during the year-to-date period	74				(179		)
Net cash proceeds funded by reinvested collections	1,879				2,058

We recognized losses from sales of receivables, including adjustments to the receivables’ fair values and changes in fair value of the deferred purchase price, of $28 million and $48 million for the three months ended September 30, 2019 and 2018, respectively, and $91 million and $127 million for the nine months ended September 30, 2019 and 2018, respectively, in Selling, general and administrative expense in our Condensed Consolidated Statements of Comprehensive Income.

Continuing Involvement

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

In addition, we have continuing involvement with the sold receivables as we may be responsible for absorbing additional credit losses pursuant to the sale arrangements. Our maximum exposure to loss related to the involvement with the service receivables and EIP receivables sold under the sale arrangements was $1.2 billion as of September 30, 2019. The maximum exposure to loss, which is a required disclosure under U.S. GAAP, represents an estimated loss that would be incurred under severe, hypothetical circumstances whereby we would not receive the deferred purchase price portion of the contractual proceeds withheld by the purchasers and would also be required to repurchase the maximum amount of receivables pursuant to the sale arrangements without consideration for any recovery. We believe the probability of these circumstances occurring is remote and the maximum exposure to loss is not an indication of our expected loss.

Note 6 – Spectrum License Transactions

Spectrum Licenses

The following table summarizes our spectrum license activity for the nine months ended September 30, 2019:

(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

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Index for Notes to the Condensed Consolidated Financial Statements

The following is a summary of significant spectrum transactions for the nine months ended September 30, 2019:

Millimeter Wave Spectrum Auctions

In June 2019, the FCC announced that we were the winning bidder of 2,211 licenses in the 24 GHz and 28 GHz spectrum auction for an aggregate price of $842 million.

At the inception of the 28 GHz spectrum auction in October 2018, we deposited $20 million with the FCC. Upon conclusion of the 28 GHz spectrum auction in February 2019, we made an additional payment of $19 million for the purchase price of licenses won in the auction.

At the inception of the 24 GHz spectrum auction in February 2019, we deposited $147 million with the FCC. Upon conclusion of the 24 GHz spectrum auction in June 2019, we made an additional payment of $656 million for the purchase price of licenses won in the auction.

The licenses are included in Spectrum licenses as of September 30, 2019, in our Condensed Consolidated Balance Sheets. Cash payments to acquire spectrum licenses and payments for costs to clear spectrum are included in Purchases of spectrum licenses and other intangible assets, including deposits in our Condensed Consolidated Statements of Cash Flows for the three and nine months ended September 30, 2019.

Note 7 – Fair Value Measurements

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

Derivative Financial Instruments

Interest rate lock derivatives

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

We record interest rate lock derivatives on our Condensed Consolidated Balance Sheets at fair value that is derived primarily from observable market data, including yield curves. Interest rate lock derivatives were classified as Level 2 in the fair value hierarchy. Cash flows associated with qualifying hedge derivative instruments are presented in the same category on the Condensed Consolidated Statements of Cash Flows as the item being hedged.

In October 2018, we entered into interest rate lock derivatives with notional amounts of $9.6 billion. The fair value of 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. As of and for the three and nine months ended September 30, 2019, no amounts were accrued or amortized into Interest expense in the Condensed Consolidated Statements of Comprehensive Income. Aggregate changes in fair value, net of tax, of $1.1 billion and $332 million are presented in Accumulated other comprehensive loss as of September 30, 2019, and December 31, 2018, respectively.

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 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. There were no cash payments or receipts associated with these derivatives for the three and nine months ended September 30, 2019.

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Index for Notes to the Condensed Consolidated Financial Statements

Embedded derivatives

Effective April 28, 2019, we redeemed $600 million aggregate principal amount of our 9.332% Senior Reset Notes due 2023 held by DT. 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 write-off of embedded derivatives upon redemption of the DT Senior Reset Notes resulted in a gain of $11 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.

Deferred Purchase Price Assets

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

The carrying amounts and fair values of our assets measured at fair value on a recurring basis included in our Condensed Consolidated Balance Sheets were as follows:

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

Long-term Debt

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

Although we have determined the estimated fair values using available market information and commonly accepted valuation methodologies, considerable judgment was required in interpreting market data to develop fair value estimates for the Senior Notes to affiliates, Incremental Term Loan Facility to affiliates and Senior Reset Notes to affiliates. The fair value estimates were based on information available as of September 30, 2019, and December 31, 2018. As such, our estimates are not necessarily indicative of the amount we could realize in a current market exchange.

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

	Level within the Fair Value Hierarchy		September 30, 2019								December 31, 2018
(in millions)			Carrying Amount				Fair Value				Carrying Amount				Fair Value
Liabilities:
Senior Notes to third parties	1		$	10,956			$	11,506			$	10,950			$	10,945
Senior Notes to affiliates	2		9,986				10,384				9,984				9,802
Incremental Term Loan Facility to affiliates	2		4,000				4,000				4,000				3,976
Senior Reset Notes to affiliates	2		—				—				598				640

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Index for Notes to the Condensed Consolidated Financial Statements

Guarantee Liabilities

We offer a device trade-in program, JUMP!, which provides eligible customers a specified-price trade-in right to upgrade their device. For customers who enroll in JUMP!, we recognize a liability and reduce revenue for the portion of revenue which represents the estimated fair value of the specified-price trade-in right guarantee, incorporating the expected probability and timing of handset upgrade and the estimated fair value of the handset which is returned. Accordingly, our guarantee liabilities were classified as Level 3 within the fair value hierarchy. When customers upgrade their device, the difference between the EIP balance credit to the customer and the fair value of the returned device is recorded against the guarantee liabilities. Guarantee liabilities are included in Other current liabilities in our Condensed Consolidated Balance Sheets.

The carrying amounts of our guarantee liabilities measured at fair value on a non-recurring basis included in our Condensed Consolidated Balance Sheets were $65 million and $73 million as of September 30, 2019, and December 31, 2018, respectively.

The total estimated remaining gross EIP receivable balances of all enrolled handset upgrade program customers, which are the remaining EIP amounts underlying the JUMP! guarantee, including EIP receivables that have been sold, was $2.9 billion as of September 30, 2019. This is not an indication of our expected loss exposure as it does not consider the expected fair value of the used handset or the probability and timing of the trade-in.

Note 8 – Tower Obligations

In 2012, we conveyed to CCI the exclusive right to manage and operate approximately 7,100 T-Mobile-owned wireless communication tower sites in exchange for net proceeds of $2.5 billion (the “2012 Tower Transaction”). Rights to approximately 6,200 of the tower sites were transferred to CCI via a master prepaid lease with site lease terms ranging from 23 to 37 years (“CCI Lease Sites”), while the remaining tower sites were sold to CCI (“CCI Sales Sites”). CCI has fixed-price purchase options for the CCI Lease Sites totaling approximately $2.0 billion, exercisable at the end of the lease term. We lease back space at certain tower sites for an initial term of ten years, followed by optional renewals at customary terms.

In 2015, we conveyed to PTI the exclusive right to manage and operate certain T-Mobile-owned wireless communication tower sites (“PTI Sales Sites”) in exchange for net proceeds of approximately $140 million (the “2015 Tower Transaction”). As of September 30, 2019, rights to approximately 150 of the tower sites remain operated by PTI under a management agreement. We lease back space at certain tower sites for an initial term of ten years, followed by optional renewals at customary terms.

Assets and liabilities associated with the operation of the tower sites were transferred to special purpose entities (“SPEs”). Assets included ground lease agreements or deeds for the land on which the towers are situated, the towers themselves and existing subleasing agreements with other mobile network operator tenants, who lease space at the tower sites. Liabilities included the obligation to pay ground lease rentals, property taxes and other executory costs. Upon closing of the 2012 Tower Transaction, CCI acquired all of the equity interests in the SPE containing CCI Sales Sites and an option to acquire the CCI Lease Sites at the end of their respective lease terms and entered into a master lease agreement under which we agreed to lease back space at certain of the tower sites. Upon closing of the 2015 Tower Transaction, PTI acquired all of the equity interests in the SPEs containing PTI Sales Sites and entered into a master lease agreement under which we agreed to lease back space at certain of the tower sites.

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

Due to our continuing involvement with the tower sites, we previously determined that we were precluded from applying sale-leaseback accounting. We recorded long-term financial obligations in the amount of the net proceeds received and recognized interest on the tower obligations at a rate of approximately 8% for the 2012 Tower Transaction and 5% for the 2015 Tower Transaction using the effective interest method. The tower obligations are increased by interest expense and amortized through contractual leaseback payments made by us to CCI or PTI and through net cash flows generated and retained by CCI or PTI from operation of the tower sites. Our historical tower site asset costs continue to be reported in Property and equipment, net in our Condensed Consolidated Balance Sheets and are depreciated.

Upon adoption of the new leasing standard we were required to reassess the previously failed sale-leasebacks and determine 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 sale should be recognized. We concluded that a sale has not occurred for the CCI Lease Sites and these sites continue to be accounted for as a failed sale-leaseback. We concluded that a sale had occurred for the CCI Sales Sites and the PTI Sales Sites and therefore we derecognized our existing long-term financial obligation and the tower-related property and equipment associated with these sites as part of the cumulative effect adjustment on January 1, 2019.

The following table summarizes the balances of the failed sale-leasebacks in the Condensed Consolidated Balance Sheets:

(in millions)	September 30, 2019				December 31, 2018
Property and equipment, net	$	211			$	329
Tower obligations	2,241				2,557

Future minimum payments related to the tower obligations are approximately $158 million for the year ending September 30, 2020, $315 million in total for the years ending September 30, 2021 and 2022, $315 million in total for years ending September 30, 2023 and 2024, and $498 million in total for years thereafter.

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Index for Notes to the Condensed Consolidated Financial Statements

We are contingently liable for future ground lease payments through the remaining term of the CCI Lease Sites. These contingent obligations are not included in Operating lease liabilities as any amount due is contractually owed by CCI based on the subleasing arrangement. See Note 11 - Leases for further information.

Note 9 – Revenue from Contracts with Customers

Disaggregation of Revenue

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

•	Branded postpaid customers generally include customers who are qualified to pay after receiving wireless communication services utilizing phones, wearables, DIGITS, or connected devices which includes tablets and SyncUP DRIVE™

•	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 by T-Mobile; and

•	Wholesale customers include Machine-to-Machine (“M2M”) and Mobile Virtual Network Operator (“MVNO”) customers that operate on our network but are managed by wholesale partners.

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

	Three Months Ended September 30,								Nine Months Ended September 30,
(in millions)	2019				2018				2019				2018
Branded postpaid service revenues
Branded postpaid phone revenues	$	5,400			$	4,955			$	15,870			$	14,658
Branded postpaid other revenues	346				289				982				820
Total branded postpaid service revenues	$	5,746			$	5,244			$	16,852			$	15,478

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

Equipment revenues from the lease of mobile communication devices were as follows:

	Three Months Ended September 30,								Nine Months Ended September 30,
(in millions)	2019				2018				2019				2018
Equipment revenues from the lease of mobile communication devices	$	142			$	176			$	446			$	524

Contract Balances

The opening and closing balances of our contract asset and contract liability balances from contracts with customers as of December 31, 2018 and September 30, 2019, were as follows:

(in millions)	Contract Assets				Contract Liabilities
Balance as of December 31, 2018	$	51			$	645
Balance as of September 30, 2019	55				550
Change	$	4			$	(95	)

Contract assets primarily represent revenue recognized for equipment sales with promotional bill credits offered to customers that are paid over time and are contingent on the customer maintaining a service contract. The change in the contract asset balance includes customer activity related to new promotions, offset by billings on existing contracts and impairment which is recognized as bad debt expense. The current portion of our Contract Assets of approximately $44 million and $51 million as of September 30, 2019 and December 31, 2018, respectively, was included in Other current assets in our Condensed Consolidated Balance Sheets.

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Index for Notes to the Condensed Consolidated Financial Statements

Contract liabilities are recorded when fees are collected, or we have an unconditional right to consideration (a receivable) in advance of delivery of goods or services. The change in contract liabilities is primarily related to the migration of customers to unlimited rate plans. Contract liabilities are included in Deferred revenue in our Condensed Consolidated Balance Sheets.

Revenues for the three and nine months ended September 30, 2019 and 2018, include the following:

	Three Months Ended September 30,								Nine Months Ended September 30,
(in millions)	2019				2018				2019				2018
Amounts included in the beginning of year contract liability balance	$	39			$	23			$	642			$	582

Remaining Performance Obligations

As of September 30, 2019, the aggregate amount of transaction price allocated to remaining service performance obligations for branded postpaid contracts with promotional bill credits that result in an extended service contract is $229 million. We expect to recognize this revenue as service is provided over the extended contract term in the next 24 months.

Certain of our wholesale, roaming and other service contracts include variable consideration based on usage. This variable consideration has been excluded from the disclosure of remaining performance obligations. As of September 30, 2019, the aggregate amount of the contractual minimum consideration for wholesale, roaming and other service contracts is $336 million, $1.2 billion and $1.6 billion for 2019, 2020 and 2021 and beyond, respectively. These contracts have a remaining duration of less than one to eleven years.

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

Contract Costs

The total balance of deferred incremental costs to obtain contracts as of September 30, 2019, was $831 million compared to $644 million as of December 31, 2018. Deferred contract costs incurred to obtain postpaid service contracts are amortized over a period of 24 months. The amortization period is monitored to reflect any significant change in assumptions. Amortization of deferred contract costs was $162 million and $79 million for the three months ended September 30, 2019 and 2018, respectively, and $415 million and $171 million for the nine months ended September 30, 2019 and 2018, respectively.

The deferred contract cost asset is assessed for impairment on a periodic basis. There were no impairment losses recognized on deferred contract cost assets for the three and nine months ended September 30, 2019 and 2018.

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Index for Notes to the Condensed Consolidated Financial Statements

Note 10 – Earnings Per Share

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

	Three Months Ended September 30,								Nine Months Ended September 30,
(in millions, except shares and per share amounts)	2019				2018				2019				2018
Net income	$	870			$	795			$	2,717			$	2,248
Weighted average shares outstanding - basic	854,578,241				847,087,120				853,391,370				849,960,290
Effect of dilutive securities:
Outstanding stock options and unvested stock awards	8,112,510				6,765,644				9,463,284				8,288,278
Weighted average shares outstanding - diluted	862,690,751				853,852,764				862,854,654				858,248,568
Earnings per share - basic	$	1.02			$	0.94			$	3.18			$	2.65
Earnings per share - diluted	$	1.01			$	0.93			$	3.15			$	2.62
Potentially dilutive securities:
Outstanding stock options and unvested stock awards	241				537,810				30,314				779,644

As of September 30, 2019, we had authorized 100 million shares of preferred stock, with a par value of $0.00001 per share. There was no preferred stock outstanding as of September 30, 2019 and 2018.

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

Note 11 - Leases

Leases (Topic 842) Disclosures

Lessee

We are lessee for non-cancellable operating and finance leases for cell sites, switch sites, retail stores and office facilities with contractual terms through 2029. The majority of cell site leases have an initial non-cancelable term of five to ten years with several renewal options that can extend the lease term from five to thirty-five years. In addition, we have finance leases for network equipment that generally have a non-cancelable lease term of two to five years; the finance leases do not have renewal options and contain a bargain purchase option at the end of the lease.

The components of lease expense were as follows:

(in millions)	Three Months Ended September 30, 2019				Nine Months Ended September 30, 2019
Operating lease expense	$	657			$	1,893
Financing lease expense:
Amortization of right-of-use assets	146				376
Interest on lease liabilities	21				61
Total financing lease expense	167				437
Variable lease expense	62				185
Total lease expense	$	886			$	2,515

25

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Index for Notes to the Condensed Consolidated Financial Statements

Information relating to the lease term and discount rate is as follows:

	September 30, 2019
Weighted Average Remaining Lease Term (Years)
Operating leases	6
Financing leases	3
Weighted Average Discount Rate
Operating leases	4.9	%
Financing leases	4.3	%

Maturities of lease liabilities as of September 30, 2019, were as follows:

(in millions)	Operating Leases				Finance Leases
Twelve Months Ending September 30,
2020	$	2,716			$	1,073
2021	2,557				764
2022	2,311				467
2023	1,905				102
2024	1,602				75
Thereafter	4,009				131
Total lease payments	$	15,100			$	2,612
Less imputed interest	2,254				159
Total	$	12,846			$	2,453

Interest payments for financing leases for the three and nine months ended September 30, 2019, were $20 million and $61 million, respectively.

As of September 30, 2019, we have additional operating leases for cell sites and commercial properties that have not yet commenced with lease payments of approximately $315 million.

As of September 30, 2019, we were contingently liable for future ground lease payments related to the tower obligations. These contingent obligations are not included in the above table as the amounts owed are contractually owed by CCI based on the subleasing arrangement. See Note 8 - Tower Obligations for further information.

Lessor

JUMP! On Demand allows customers to lease a device (handset or tablet) over a period of 18 months and upgrade it for a new device up to one time per month. Upon device upgrade or at lease end, customers must return or purchase their device. The purchase price at the expiration of the lease is established at lease commencement and reflects the estimated residual value of the device, which reflects the estimated fair value of the underlying asset at the end of the lease term. The JUMP! On Demand leases do not contain any residual value guarantees or variable lease payments, and there are no restrictions or covenants imposed by these leases. Leased wireless devices are included in Property and equipment, net in our Condensed Consolidated Balance Sheets.

The components of leased wireless devices under our JUMP! On Demand program were as follows:

(in millions)	September 30, 2019				December 31, 2018
Leased wireless devices, gross	$	1,033			$	1,159
Accumulated depreciation	(490		)		(622		)
Leased wireless devices, net	$	543			$	537

26

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Index for Notes to the Condensed Consolidated Financial Statements

For equipment revenues from the lease of mobile communication devices, see Note 9 - Revenue from Contracts with Customers.

Future minimum payments expected to be received over the lease term related to the leased wireless devices, which exclude optional residual buy-out amounts at the end of the lease term, are summarized below:

(in millions)	Total
Twelve Months Ending September 30,
2020	$	350
2021	73
Total	$	423

Leases (Topic 840) Disclosures

On January 1, 2019, we adopted the new lease standard using a modified-retrospective approach by recognizing and measuring leases at the adoption date with a cumulative effect of initially applying the guidance recognized at the date of initial application and did not restate the prior periods presented in our Consolidated Financial Statements. As such, prior periods presented in our Consolidated Financial Statements continue to be in accordance with the former lease standard, Topic 840 Leases. See Note 1 - Summary of Significant Accounting Policies for further information.

Operating Leases

Under the previous lease standard, we had non-cancellable operating leases for cell sites, switch sites, retail stores and office facilities. As of December 31, 2018, these leases had contractual terms expiring through 2028, with the majority of cell site leases having an initial non-cancelable term of five to ten years with several renewal options. In addition, we had operating leases for dedicated transportation lines with varying expiration terms through 2027.

Our commitments under leases existing as of December 31, 2018 were approximately $2.7 billion for the year ending December 31, 2019, $4.7 billion in total for the years ending December 31, 2020 and 2021, $3.3 billion in total for the years ending December 31, 2022 and 2023 and $3.8 billion in total for years thereafter.

Total rent expense under operating leases, including dedicated transportation lines, was $759 million and $2.3 billion for the three and nine months ended September 30, 2018, and was classified as Cost of services and Selling, general and administrative expense in our Condensed Consolidated Statements of Comprehensive Income.

Lessor

As of December 31, 2018, the future minimum payments expected to be received over the lease term related to the leased wireless devices, which exclude optional residual buy-out amounts at the end of the lease term, are summarized below:

(in millions)	Total
Year Ended December 31,
2019	$	419
2020	59
Total	$	478

Capital Leases

Within property and equipment, wireless communication systems include capital lease agreements for network equipment with varying expiration terms through 2033. Capital lease assets and accumulated amortization were $3.1 billion and $867 million as of December 31, 2018.

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Index for Notes to the Condensed Consolidated Financial Statements

As of December 31, 2018, the future minimum payments required under capital leases, including interest and maintenance, over their remaining terms are summarized below:

(in millions)	Future Minimum Payments
Year Ended December 31,
2019	$	909
2020	631
2021	389
2022	102
2023	66
Thereafter	106
Total	$	2,203
Included in Total
Interest	$	143
Maintenance	45

Note 12 – Commitments and Contingencies

Purchase Commitments

We have commitments for non-dedicated transportation lines with varying expiration terms through 2035. In addition, we have commitments to purchase and lease spectrum licenses, wireless devices, network services, equipment, software, marketing sponsorship agreements and other items in the ordinary course of business, with various terms through 2043. These amounts are not reflective of our entire anticipated purchases under the related agreements but are determined based on the non-cancelable quantities or termination amounts to which we are contractually obligated.

Our purchase obligations are approximately $4.2 billion for the year ending September 30, 2020, $3.2 billion in total for the years ending September 30, 2021 and 2022, $1.8 billion in total for the years ending September 30, 2023 and 2024 and $1.5 billion in total for the years thereafter.

In September 2018, we signed a reciprocal long-term spectrum lease with Sprint. The lease includes an offsetting amount to be received from Sprint for the lease of our spectrum. Lease payments began in the fourth quarter of 2018. The minimum commitment under this lease as of September 30, 2019, is $495 million. The reciprocal long-term lease is a distinct transaction from the Merger.

Under the previous lease standard certain of our network backhaul arrangements were accounted for as operating leases. Obligations under these agreements were included within our operating lease commitments as of December 31, 2018.

These agreements no longer qualify as leases under the new lease standard. Our commitments under these agreements as of September 30, 2019, were approximately $152 million for the year ending September 30, 2020, $250 million in total for the years ended September 30, 2021 and 2022, $166 million in total for the years ended September 30, 2023 and 2024, and $204 million in total for years thereafter.

Interest rate lock derivatives

In October 2018, we entered into interest rate lock derivatives with notional amounts of $9.6 billion. These interest rate lock derivatives were designated as cash flow hedges to reduce variability in cash flows due to changes in interest payments attributable to increases or decreases in the benchmark interest rate during the period leading up to the probable issuance of fixed-rate debt. The fair value of interest rate lock derivatives as of September 30, 2019, was a liability of $1.4 billion and is included in Other current liabilities in our Condensed Consolidated Balance Sheets. See Note 7 – Fair Value Measurements for further information.

Renewable Energy Purchase Agreements

In April 2019, T-Mobile USA entered into a Renewable Energy Purchase Agreement (“REPA”) with a third party that is based on the expected operation of a solar photovoltaic electrical generation facility located in Texas and will remain in effect until the fifteenth anniversary of the facility’s entry into commercial operation. Commercial operation of the facility is expected to

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Index for Notes to the Condensed Consolidated Financial Statements

occur in July 2021. The REPA consists of an energy forward agreement that is net settled based on energy prices and the energy output generated by the facility. We have determined that the REPA does not meet the definition of a derivative because the expected energy output of the facility may not be reliably estimated (the arrangement lacks a notional amount). The REPA does not contain any unconditional purchase obligations because amounts under the agreement are not fixed and determinable. Our participation in the REPA did not require an upfront investment or capital commitment. We do not control the activities that most significantly impact the energy-generating facility, nor do we direct the use of, or receive specific energy output from, the facility.

Contingencies and Litigation

Litigation Matters

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

Note 13 – Guarantor Financial Information

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

The guarantees of the Guarantor Subsidiaries are subject to release in limited circumstances only upon the occurrence of certain customary conditions. The indentures and credit facilities governing the long-term debt contain covenants that, among other things, limit the ability of the Issuer and the Guarantor Subsidiaries to incur more debt, pay dividends and make distributions, make certain investments, repurchase stock, create liens or other encumbrances, enter into transactions with affiliates, enter into transactions that restrict dividends or distributions from subsidiaries, and merge, consolidate or sell, or otherwise dispose of, substantially all of their assets. Certain provisions of each of the credit facilities, indentures and supplemental indentures relating to the long-term debt restrict the ability of the Issuer to loan funds or make payments to Parent. However, the Issuer and Guarantor Subsidiaries are allowed to make certain permitted payments to the Parent under the terms of the indentures and the supplemental indentures.

On October 23, 2018, SLMA LLC was formed as a limited liability company in Delaware to serve as an escrow subsidiary to facilitate the contemplated issuance of notes by Parent in connection with the Transactions. SLMA LLC is an indirect, 100% owned finance subsidiary of Parent, as such term is used in Rule 3-10(b) of Regulation S-X, and has been designated as an unrestricted subsidiary under the Issuer’s existing debt securities. Any debt securities that may be issued from time to time by SLMA LLC will be fully and unconditionally guaranteed by Parent.

In September 2019, certain Non-Guarantor Subsidiaries became Guarantor Subsidiaries. Certain prior period amounts have been reclassified to conform to the current period’s presentation.

Presented below is the condensed consolidating financial information as of September 30, 2019 and December 31, 2018, and for the three and nine months ended September 30, 2019 and 2018.

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Index for Notes to the Condensed Consolidated Financial Statements

Condensed Consolidating Balance Sheet Information

September 30, 2019

(in millions)	Parent				Issuer				Guarantor Subsidiaries				Non-Guarantor Subsidiaries				Consolidating and Eliminating Adjustments				Consolidated
Assets
Current assets
Cash and cash equivalents	$	5			$	1			$	1,539			$	108			$	—			$	1,653
Accounts receivable, net	—				—				1,524				298				—				1,822
Equipment installment plan receivables, net	—				—				2,425				—				—				2,425
Accounts receivable from affiliates	—				5				20				—				(5		)		20
Inventory	—				—				801				—				—				801
Other current assets	—				—				1,042				695				—				1,737
Total current assets	5				6				7,351				1,101				(5		)		8,458
Property and equipment, net (1)	—				—				21,891				207				—				22,098
Operating lease right-of-use assets	—				—				10,914				—				—				10,914
Financing lease right-of-use assets	—				—				2,855				—				—				2,855
Goodwill	—				—				1,930				—				—				1,930
Spectrum licenses	—				—				36,442				—				—				36,442
Other intangible assets, net	—				—				144				—				—				144
Investments in subsidiaries, net	27,946				50,500				—				—				(78,446		)		—
Intercompany receivables and note receivables	—				4,603				—				—				(4,603		)		—
Equipment installment plan receivables due after one year, net	—				—				1,469				—				—				1,469
Other assets	—				9				1,720				210				(140		)		1,799
Total assets	$	27,951			$	55,118			$	84,716			$	1,518			$	(83,194	)		$	86,109
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable and accrued liabilities	$	—			$	136			$	6,005			$	265			$	—			$	6,406
Payables to affiliates	—				177				80				—				(5		)		252
Short-term debt	—				475				—				—				—				475
Deferred revenue	—				—				608				—				—				608
Short-term operating lease liabilities	—				—				2,232				—				—				2,232
Short-term financing lease liabilities	—				—				1,013				—				—				1,013
Other current liabilities	—				1,442				145				296				—				1,883
Total current liabilities	—				2,230				10,083				561				(5		)		12,869
Long-term debt	—				10,956				—				—				—				10,956
Long-term debt to affiliates	—				13,986				—				—				—				13,986
Tower obligations (1)	—				—				75				2,166				—				2,241
Deferred tax liabilities	—				—				5,436				—				(140		)		5,296
Operating lease liabilities	—				—				10,614				—				—				10,614
Financing lease liabilities	—				—				1,440				—				—				1,440
Negative carrying value of subsidiaries, net	—				—				787				—				(787		)		—
Intercompany payables and debt	180				—				4,075				348				(4,603		)		—
Other long-term liabilities	—				—				915				21				—				936
Total long-term liabilities	180				24,942				23,342				2,535				(5,530		)		45,469
Total stockholders' equity (deficit)	27,771				27,946				51,291				(1,578		)		(77,659		)		27,771
Total liabilities and stockholders' equity	$	27,951			$	55,118			$	84,716			$	1,518			$	(83,194	)		$	86,109

(1)	Assets and liabilities for Non-Guarantor Subsidiaries are primarily included in VIEs related to the 2012 Tower Transaction. See Note 8 – Tower Obligations for further information.

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Index for Notes to the Condensed Consolidated Financial Statements

Condensed Consolidating Balance Sheet Information

December 31, 2018

(in millions)	Parent				Issuer				Guarantor Subsidiaries				Non-Guarantor Subsidiaries				Consolidating and Eliminating Adjustments				Consolidated
Assets
Current assets
Cash and cash equivalents	$	2			$	1			$	1,082			$	118			$	—			$	1,203
Accounts receivable, net	—				—				1,510				259				—				1,769
Equipment installment plan receivables, net	—				—				2,538				—				—				2,538
Accounts receivable from affiliates	—				—				11				—				—				11
Inventory	—				—				1,084				—				—				1,084
Other current assets	—				—				1,032				644				—				1,676
Total current assets	2				1				7,257				1,021				—				8,281
Property and equipment, net (1)	—				—				23,113				246				—				23,359
Goodwill	—				—				1,901				—				—				1,901
Spectrum licenses	—				—				35,559				—				—				35,559
Other intangible assets, net	—				—				198				—				—				198
Investments in subsidiaries, net	25,314				46,516				—				—				(71,830		)		—
Intercompany receivables and note receivables	—				5,174				—				—				(5,174		)		—
Equipment installment plan receivables due after one year, net	—				—				1,547				—				—				1,547
Other assets	—				7				1,540				217				(141		)		1,623
Total assets	$	25,316			$	51,698			$	71,115			$	1,484			$	(77,145	)		$	72,468
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable and accrued liabilities	$	—			$	228			$	7,263			$	250			$	—			$	7,741
Payables to affiliates	—				157				43				—				—				200
Short-term debt	—				—				841				—				—				841
Deferred revenue	—				—				698				—				—				698
Other current liabilities	—				447				164				176				—				787
Total current liabilities	—				832				9,009				426				—				10,267
Long-term debt	—				10,950				1,174				—				—				12,124
Long-term debt to affiliates	—				14,582				—				—				—				14,582
Tower obligations (1)	—				—				384				2,173				—				2,557
Deferred tax liabilities	—				—				4,613				—				(141		)		4,472
Deferred rent expense	—				—				2,781				—				—				2,781
Negative carrying value of subsidiaries, net	—				—				676				—				(676		)		—
Intercompany payables and debt	598				—				4,258