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T-Mobile US, Inc. - Quarter Report: 2021 June (Form 10-Q)

Table of Contents
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 June 30, 2021
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
tmus-20210630_g1.jpg
T-MOBILE US, INC.
(Exact name of registrant as specified in its charter)
Delaware20-0836269
(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 classTrading SymbolName of each exchange on which registered
Common Stock, par value $0.00001 per shareTMUSThe 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 filerSmaller 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.
ClassShares Outstanding as of July 28, 2021
Common Stock, par value $0.00001 per share1,247,966,318 



1


T-Mobile US, Inc.
Form 10-Q
For the Quarter Ended June 30, 2021

Table of Contents


2

Index for Notes to the Condensed Consolidated Financial Statements
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)June 30,
2021
December 31,
2020
Assets
Current assets
Cash and cash equivalents$7,793 $10,385 
Accounts receivable, net of allowance for credit losses of $123 and $194
4,528 4,254 
Equipment installment plan receivables, net of allowance for credit losses and imputed discount of $482 and $478
4,064 3,577 
Accounts receivable from affiliates18 22 
Inventory1,707 2,527 
Prepaid expenses818 624 
Other current assets1,642 2,496 
Total current assets20,570 23,885 
Property and equipment, net39,752 41,175 
Operating lease right-of-use assets27,511 28,021 
Financing lease right-of-use assets3,072 3,028 
Goodwill11,152 11,117 
Spectrum licenses82,917 82,828 
Other intangible assets, net4,600 5,298 
Equipment installment plan receivables due after one year, net of allowance for credit losses and imputed discount of $115 and $127
2,284 2,031 
Other assets12,266 2,779 
Total assets$204,124 $200,162 
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable and accrued liabilities$8,411 $10,196 
Payables to affiliates105 157 
Short-term debt4,648 4,579 
Short-term debt to affiliates2,235 — 
Deferred revenue939 1,030 
Short-term operating lease liabilities3,577 3,868 
Short-term financing lease liabilities1,045 1,063 
Other current liabilities877 810 
Total current liabilities21,837 21,703 
Long-term debt65,897 61,830 
Long-term debt to affiliates2,490 4,716 
Tower obligations2,919 3,028 
Deferred tax liabilities10,391 9,966 
Operating lease liabilities26,515 26,719 
Financing lease liabilities1,376 1,444 
Other long-term liabilities5,229 5,412 
Total long-term liabilities114,817 113,115 
Commitments and contingencies (Note 11)
Stockholders' equity
Common Stock, par value $0.00001 per share, 2,000,000,000 shares authorized; 1,249,478,357 and 1,243,345,584 shares issued, 1,247,920,536 and 1,241,805,706 shares outstanding
— — 
Additional paid-in capital72,919 72,772 
Treasury stock, at cost, 1,557,821 and 1,539,878 shares issued
(14)(11)
Accumulated other comprehensive loss(1,510)(1,581)
Accumulated deficit(3,925)(5,836)
Total stockholders' equity67,470 65,344 
Total liabilities and stockholders' equity$204,124 $200,162 
The accompanying notes are an integral part of these condensed consolidated financial statements.
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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 June 30,Six Months Ended June 30,
(in millions, except share and per share amounts)2021202020212020
Revenues
Postpaid revenues$10,492 $9,959 $20,795 $15,846 
Prepaid revenues2,427 2,311 4,778 4,684 
Wholesale revenues935 408 1,832 733 
Other service revenues638 552 1,279 813 
Total service revenues14,492 13,230 28,684 22,076 
Equipment revenues5,215 4,269 10,561 6,386 
Other revenues243 172 464 322 
Total revenues19,950 17,671 39,709 28,784 
Operating expenses
Cost of services, exclusive of depreciation and amortization shown separately below3,491 3,098 6,875 4,737 
Cost of equipment sales, exclusive of depreciation and amortization shown separately below5,453 3,667 10,595 6,196 
Selling, general and administrative4,823 5,604 9,628 9,292 
Impairment expense— 418 — 418 
Depreciation and amortization4,077 4,064 8,366 5,782 
Total operating expenses17,844 16,851 35,464 26,425 
Operating income2,106 820 4,245 2,359 
Other income (expense)
Interest expense(820)(776)(1,612)(961)
Interest expense to affiliates(32)(63)(78)(162)
Interest income18 
Other expense, net(1)(195)(126)(205)
Total other expense, net(851)(1,028)(1,811)(1,310)
Income (loss) from continuing operations before income taxes1,255 (208)2,434 1,049 
Income tax expense(277)(2)(523)(308)
Income (loss) from continuing operations978 (210)1,911 741 
Income from discontinued operations, net of tax— 320 — 320 
Net income$978 $110 $1,911 $1,061 
Net income$978 $110 $1,911 $1,061 
Other comprehensive income (loss), net of tax
Unrealized gain (loss) on cash flow hedges, net of tax effect of $12, $3, $24, and $(273)
34 68 (790)
Unrealized gain on foreign currency translation adjustment, net of tax effect of $0, $0, $0, and $0
— — 
Other comprehensive income (loss)35 71 (790)
Total comprehensive income$1,013 $112 $1,982 $271 
Earnings (loss) per share
Basic earnings (loss) per share:
Continuing operations$0.78 $(0.17)$1.53 $0.71 
Discontinued operations— 0.26 — 0.30 
Basic$0.78 $0.09 $1.53 $1.01 
Diluted earnings (loss) per share:
Continuing operations$0.78 $(0.17)$1.52 $0.70 
Discontinued operations— 0.26 — 0.30 
Diluted$0.78 $0.09 $1.52 $1.00 
Weighted average shares outstanding
Basic1,247,563,331 1,236,528,444 1,245,552,847 1,047,338,364 
Diluted1,253,718,122 1,236,528,444 1,254,264,464 1,057,120,389 

The accompanying notes are an integral part of these condensed consolidated financial statements.
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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 June 30,Six Months Ended June 30,
(in millions)2021202020212020
Operating activities
Net income$978 $110 $1,911 $1,061 
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization4,077 4,064 8,366 5,782 
Stock-based compensation expense134 259 272 397 
Deferred income tax expense226 98 437 408 
Bad debt expense72 233 154 346 
(Gains) losses from sales of receivables(12)30 (30)55 
Losses on redemption of debt28 163 129 163 
Impairment expense— 418 — 418 
Changes in operating assets and liabilities
Accounts receivable(1,839)(498)(1,743)(1,246)
Equipment installment plan receivables(568)127 (1,295)196 
Inventories584 (553)863 (1,064)
Operating lease right-of-use assets1,272 937 2,396 1,464 
Other current and long-term assets(154)(104)(100)(98)
Accounts payable and accrued liabilities28 (1,261)(1,356)(1,666)
Short and long-term operating lease liabilities(996)(1,077)(2,365)(1,802)
Other current and long-term liabilities(47)(2,190)(264)(2,111)
Other, net(4)21 65 91 
Net cash provided by operating activities3,779 777 7,440 2,394 
Investing activities
Purchases of property and equipment, including capitalized interest of $57, $119, $141, and $231
(3,270)(2,257)(6,453)(4,010)
Purchases of spectrum licenses and other intangible assets, including deposits(8)(745)(8,930)(844)
Proceeds from sales of tower sites31 — 31 — 
Proceeds related to beneficial interests in securitization transactions1,137 602 2,028 1,470 
Net cash related to derivative contracts under collateral exchange arrangements— 1,212 — 632 
Acquisition of companies, net of cash and restricted cash acquired(1)(5,000)(30)(5,000)
Other, net28 (168)32 (184)
Net cash used in investing activities(2,083)(6,356)(13,322)(7,936)
Financing activities
Proceeds from issuance of long-term debt3,006 26,694 9,769 26,694 
Payments of consent fees related to long-term debt— (109)— (109)
Repayments of financing lease obligations(269)(236)(556)(518)
Repayments of short-term debt for purchases of inventory, property and equipment and other financial liabilities(36)(151)(91)(176)
Repayments of long-term debt(3,150)(10,529)(5,369)(10,529)
Issuance of common stock— 17,290 — 17,290 
Repurchases of common stock— (16,990)— (16,990)
Proceeds from issuance of short-term debt— 18,743 — 18,743 
Repayments of short-term debt— (18,929)— (18,929)
Tax withholdings on share-based awards(76)(138)(294)(279)
Cash payments for debt prepayment or debt extinguishment costs(6)(24)(71)(24)
Other, net(46)(91)
Net cash (used in) provided by financing activities(577)15,628 3,297 15,175 
Change in cash and cash equivalents, including restricted cash1,119 10,049 (2,585)9,633 
Cash and cash equivalents, including restricted cash
Beginning of period6,759 1,112 10,463 1,528 
End of period$7,878 $11,161 $7,878 $11,161 
The accompanying notes are an integral part of these condensed consolidated financial statements.
5

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 OutstandingTreasury Shares at CostPar Value and Additional Paid-in CapitalAccumulated Other Comprehensive LossAccumulated DeficitTotal Stockholders' Equity
Balance as of March 31, 20211,246,773,175 $(14)$72,839 $(1,545)$(4,903)$66,377 
Net income— — — — 978 978 
Other comprehensive income— — — 35 — 35 
Stock-based compensation— — 150 — — 150 
Exercise of stock options100,238 — — — 
Issuance of vested restricted stock units1,603,258 — — — — — 
Shares withheld related to net share settlement of stock awards and stock options(559,630)— (76)— — (76)
Transfers with NQDC plan3,495 — — — — — 
Balance as of June 30, 20211,247,920,536 $(14)$72,919 $(1,510)$(3,925)$67,470 
Balance as of December 31, 20201,241,805,706 $(11)$72,772 $(1,581)$(5,836)$65,344 
Net income— — — — 1,911 1,911 
Other comprehensive income— — — 71 — 71 
Stock-based compensation— — 304 — — 304 
Exercise of stock options181,040 — — — 
Stock issued for employee stock purchase plan1,272,253 — 125 — — 125 
Issuance of vested restricted stock units7,025,097 — — — — — 
Shares withheld related to net share settlement of stock awards and stock options(2,345,617)— (294)— — (294)
Transfers with NQDC plan(17,943)(3)— — — 
Balance as of June 30, 20211,247,920,536 $(14)$72,919 $(1,510)$(3,925)$67,470 

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


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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 OutstandingTreasury Shares at CostPar Value and Additional Paid-in CapitalAccumulated Other Comprehensive LossAccumulated DeficitTotal Stockholders' Equity
Balance as of March 31, 2020861,128,106 $(11)$38,597 $(1,660)$(7,949)$28,977 
Net income— — — — 110 110 
Other comprehensive income— — — — 
Stock-based compensation— — 272 — — 272 
Exercise of stock options262,394 — 14 — — 14 
Stock issued for employee stock purchase plan(13)— — — — — 
Issuance of vested restricted stock units4,157,095 — — — — — 
Shares withheld related to net share settlement of stock awards and stock options(1,564,635)— (138)— — (138)
Transfers with NQDC plan(40,263)(1)— — — 
Shares issued in secondary offering173,564,426 — 17,216 — — 17,216 
Shares repurchased from SoftBank (1)
(173,564,426)— (16,990)— — (16,990)
Merger consideration373,396,310 — 33,533 — — 33,533 
Balance as of June 30, 20201,237,338,994 $(12)$72,505 $(1,658)$(7,839)$62,996 
Balance as of December 31, 2019856,905,400 $(8)$38,498 $(868)$(8,833)$28,789 
Net income— — — — 1,061 1,061 
Other comprehensive loss— — — (790)— (790)
Executive put option(342,000)— — — 
Stock-based compensation— — 424 — — 424 
Exercise of stock options311,587 — 15 — — 15 
Stock issued for employee stock purchase plan1,246,304 — 83 — — 83 
Issuance of vested restricted stock units8,912,304 — — — — — 
Shares withheld related to net share settlement of stock awards and stock options(3,055,034)— (279)— — (279)
Transfers with NQDC plan(35,877)(4)— — — 
Shares issued in secondary offering173,564,426 — 17,216 — — 17,216 
Shares repurchased from SoftBank (1)
(173,564,426)— (16,990)— — (16,990)
Merger consideration373,396,310 — 33,533 — — 33,533 
Prior year Retained Earnings— — — — (67)(67)
Balance as of June 30, 20201,237,338,994 $(12)$72,505 $(1,658)$(7,839)$62,996 
(1)     On June 22, 2020, we entered into a Master Framework Agreement and related transactions with SoftBank Group Corp. (“SoftBank”) to facilitate SoftBank’s monetization of a portion of our common stock held by SoftBank. We received a payment of $300 million from SoftBank. This amount, net of tax, was treated as a reduction of the purchase price of the shares acquired from SoftBank and was recorded as Additional paid-in capital.

The accompanying notes are an integral part of these condensed consolidated financial statements.
7

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

8

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

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, 2020.

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 (“VIEs”) where we are deemed to be the primary beneficiary and VIEs which cannot be deconsolidated, such as those related to our obligations to pay for the management and operation of certain of our wireless communications tower sites. 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 that affect the financial statements and accompanying notes. Estimates are based on historical experience, where applicable, and other assumptions that management believes are reasonable under the circumstances, including but not limited to, the valuation of assets acquired and liabilities assumed through the merger (the “Merger”) with Sprint Corporation (“Sprint”). These estimates are inherently subject to judgment and actual results could differ from those estimates.

Accounting Pronouncements Not Yet Adopted

Reference Rate Reform

In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting,” and has since modified the standard with ASU 2021-01, “Reference Rate Reform (Topic 848): Scope” (together, the “reference rate reform standard”). The reference rate reform standard provides temporary optional expedients and allows for certain exceptions to applying existing GAAP for contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued as a result of reference rate reform. The reference rate reform standard is available for adoption through December 31, 2022, and the optional expedients for contract modifications must be elected for all arrangements within a given Accounting Standards Codification (“ASC”) Topic or Industry Subtopic. We expect to elect the optional expedients for eligible contract modifications accounted for under a given ASC Topic as they occur through December 31, 2022. The application of these expedients is not expected to have a material impact on our consolidated financial statements.

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

Note 2 – Business Combinations

Business Combination Agreement and Amendments

On April 29, 2018, we entered into a Business Combination Agreement with Sprint and the other parties named therein (as amended, the “Business Combination Agreement”) for the Merger. The Business Combination Agreement was subsequently amended to provide that, following the closing of the Merger and the other transactions contemplated by the Business Combination Agreement (collectively, the “Transactions”), SoftBank would indemnify us against certain specified matters and the loss of value arising out of, or resulting from, cessation of access to spectrum under certain circumstances and subject to certain limitations and qualifications.

On February 20, 2020, T-Mobile, SoftBank and Deutsche Telekom AG (“DT”) entered into a letter agreement (the “Letter Agreement”). Pursuant to the Letter Agreement, SoftBank agreed to cause its applicable affiliates to surrender to T-Mobile, for
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Index for Notes to the Condensed Consolidated Financial Statements
no additional consideration, an aggregate of 48,751,557 shares of T-Mobile common stock (such number of shares, the “SoftBank Specified Shares Amount”), effective immediately following the Effective Time (as defined in the Business Combination Agreement), making SoftBank’s exchange ratio 11.31 shares of Sprint common stock for each share of T-Mobile common stock. This resulted in an effective exchange ratio of approximately 11.00 shares of Sprint common stock for each share of T-Mobile common stock immediately following the closing of the Merger, an increase from the originally agreed 9.75 shares. Sprint stockholders, other than SoftBank, received the original fixed exchange ratio of 0.10256 shares of T-Mobile common stock for each share of Sprint common stock, or the equivalent of approximately 9.75 shares of Sprint common stock for each share of T-Mobile common stock.

The Letter Agreement requires T-Mobile to issue to SoftBank 48,751,557 shares of T-Mobile common stock, subject to the terms and conditions set forth in the Letter Agreement, for no additional consideration, if certain conditions are met. The issuance of these shares is contingent on the trailing 45-day volume-weighted average price per share of T-Mobile common stock on the NASDAQ Global Select Market being equal to or greater than $150.00, at any time during the period commencing on April 1, 2022 and ending on December 31, 2025. If the threshold price is not met, then none of the SoftBank Specified Shares Amount will be issued.

Closing of Sprint Merger

On April 1, 2020, we completed the Merger, and as a result, Sprint and its subsidiaries became wholly owned consolidated subsidiaries of T-Mobile. Sprint was the fourth-largest telecommunications company in the U.S., offering a comprehensive range of wireless and wireline communication products and services. As a combined company, we have been able to rapidly launch a broad and deep nationwide 5G network, accelerate innovation, increase competition in the U.S. wireless and broadband industries and achieve significant synergies and cost reductions by eliminating redundancies within the combined network as well as other business processes and operations.

Upon completion of the Merger, each share of Sprint common stock was exchanged for 0.10256 shares of T-Mobile common stock, or 9.75 shares of Sprint common stock for each share of T-Mobile common stock. After adjustments, including the holdback of the SoftBank Specified Shares Amount and fractional shares, we issued 373,396,310 shares of T-Mobile common stock to Sprint stockholders. The fair value of the T-Mobile common stock provided in exchange for Sprint common stock was approximately $31.3 billion.

Additional components of consideration included the repayment of certain of Sprint’s debt, replacement of equity awards attributable to pre-combination services, contingent consideration and a cash payment received from SoftBank for certain reimbursed Merger expenses.

Immediately following the closing of the Merger and the surrender of the SoftBank Specified Shares Amount, pursuant to the Letter Agreement described above, DT and SoftBank held, directly or indirectly, approximately 43.6% and 24.7%, respectively, of the outstanding T-Mobile common stock, with the remaining approximately 31.7% of the outstanding T-Mobile common stock held by other stockholders.

Consideration Transferred

The acquisition-date fair value of consideration transferred in the Merger totaled $40.8 billion, comprised of the following:
(in millions)April 1, 2020
Fair value of T-Mobile common stock issued to Sprint stockholders (1)
$31,328 
Fair value of T-Mobile replacement equity awards attributable to pre-combination service (2)
323 
Repayment of Sprint’s debt (including accrued interest and prepayment penalties) (3)
7,396 
Fair value of contingent consideration (4)
1,882 
Payment received from selling stockholder (5)
(102)
Total consideration exchanged$40,827 
(1)     Represents the fair value of T-Mobile common stock issued to Sprint stockholders pursuant to the Business Combination Agreement, less shares surrendered by SoftBank pursuant to the Letter Agreement. The fair value is based on 373,396,310 shares of T-Mobile common stock issued at an exchange ratio of 0.10256 shares of T-Mobile common stock per share of Sprint common stock, less 48,751,557 T-Mobile shares surrendered by SoftBank which are treated as contingent consideration, and the closing price per share of T-Mobile common stock on NASDAQ on March 31, 2020, of $83.90, as shares were transferred to Sprint stockholders prior to the opening of markets on April 1, 2020.
(2)     Equity-based awards held by Sprint employees prior to the acquisition date have been replaced with T-Mobile equity-based awards. The portion of the equity-based awards that relates to services performed by the employee prior to the acquisition date is included within consideration transferred, and includes stock options, restricted stock units and performance-based restricted stock units.
(3)     Represents the cash consideration paid concurrent with the close of the Merger to retire certain Sprint debt, as required by change in control provisions of the debt, plus interest and prepayment penalties.
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Index for Notes to the Condensed Consolidated Financial Statements
(4)     Represents the fair value of the SoftBank Specified Shares Amount contingent consideration that may be issued as set forth in the Letter Agreement.
(5)     Represents receipt of a cash payment from SoftBank for certain reimbursed Merger expenses.

The SoftBank Specified Shares Amount was determined to be contingent consideration with an acquisition-date fair value of $1.9 billion. We estimated the fair value using the income approach, a probability-weighted discounted cash flow model, whereby a Monte Carlo simulation method estimated the probability of different outcomes as the likelihood of achieving the 45-day volume-weighted average price threshold is not easily predicted. This fair value measurement is based on significant inputs not observable in the market and, therefore, represents a Level 3 measurement as defined in ASC 820: Fair Value Measurement. The key assumptions in applying the income approach include estimated future share-price volatility, which was based on historical market trends and estimated future performance of T-Mobile.

The maximum amount of contingent consideration that could be issued to SoftBank has an estimated value of $7.3 billion, based on SoftBank Specified Shares Amount of 48,751,557 multiplied by the defined volume-weighted average price per share of $150.00. The contingent consideration that could be delivered to SoftBank is classified within equity and is not subject to remeasurement.

Fair Value of Assets Acquired and Liabilities Assumed

We accounted for the Merger as a business combination. The identifiable assets acquired and liabilities assumed of Sprint were recorded at their fair values as of the acquisition date and consolidated with those of T-Mobile. Assigning fair market values to the assets acquired and liabilities assumed at the date of an acquisition requires the use of significant judgment regarding estimates and assumptions. For the fair values of the assets acquired and liabilities assumed, we used the cost, income and market approaches, including market participant assumptions.

The following table summarizes the fair values for each major class of assets acquired and liabilities assumed at the acquisition date. We retained the services of certified valuation specialists to assist with assigning values to certain acquired assets and assumed liabilities.
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Index for Notes to the Condensed Consolidated Financial Statements
(in millions)April 1, 2020
Cash and cash equivalents$2,084 
Accounts receivable1,775 
Equipment installment plan receivables1,088 
Inventory658 
Prepaid expenses140 
Assets held for sale1,908 
Other current assets637 
Property and equipment18,435 
Operating lease right-of-use assets6,583 
Financing lease right-of-use assets291 
Goodwill9,423 
Spectrum licenses45,400 
Other intangible assets6,280 
Equipment installment plan receivables due after one year, net247 
Other assets (1)
540 
Total assets acquired95,489 
Accounts payable and accrued liabilities5,015 
Short-term debt2,760 
Deferred revenue508 
Short-term operating lease liabilities1,818 
Short-term financing lease liabilities
Liabilities held for sale475 
Other current liabilities681 
Long-term debt29,037 
Tower obligations950 
Deferred tax liabilities3,478 
Operating lease liabilities5,615 
Financing lease liabilities12 
Other long-term liabilities4,305 
Total liabilities assumed54,662 
Total consideration transferred$40,827 
(1)     Included in Other assets acquired is $80 million in restricted cash.

Amounts initially disclosed for the estimated values of certain acquired assets and liabilities assumed were adjusted through March 31, 2021 (the close of the measurement period) based on information arising after the initial valuation.

Intangible Assets and Liabilities

Goodwill with an assigned value of $9.4 billion represents the excess of the consideration transferred over the fair values of assets acquired and liabilities assumed. The goodwill recognized includes synergies expected to be achieved from the operations of the combined company, the assembled workforce of Sprint and intangible assets that do not qualify for separate recognition. Expected synergies from the Merger include the cost savings from the planned integration of network infrastructure, facilities, personnel and systems. None of the goodwill resulting from the Merger is deductible for tax purposes. All of the goodwill acquired is allocated to the wireless reporting unit.

Other intangible assets include $4.9 billion of customer relationships with a weighted-average useful life of eight years and tradenames of $207 million with a useful life of two years. Leased spectrum arrangements that have favorable (asset) and unfavorable (liability) terms compared to current market rates were assigned fair values of $745 million and $125 million, respectively, with 18-year and 19-year weighted average useful lives, respectively.

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Index for Notes to the Condensed Consolidated Financial Statements
The fair value of Spectrum licenses of $45.4 billion was estimated using the income approach, specifically a Greenfield model. This fair value measurement is based on significant inputs not observable in the market and, therefore, represents a Level 3 measurement as defined in ASC 820: Fair Value Measurement. The key assumptions in applying the income approach include the discount rate, estimated market share, estimated capital and operating expenditures, forecasted service revenue and a long-term growth rate for a hypothetical market participant that enters the wireless industry and builds a nationwide wireless network.

Acquired Receivables

The fair value of the assets acquired includes Accounts receivable of $1.8 billion and Equipment installment plan (“EIP”) receivables of $1.3 billion. The unpaid principal balance under these contracts as of April 1, 2020, the date of the Merger, was $1.8 billion and $1.6 billion, respectively. The difference between the fair value and the unpaid principal balance primarily represents amounts expected to be uncollectible.

Indemnification Assets and Contingent Liabilities

Pursuant to Amendment No 2. to the Business Combination Agreement, SoftBank agreed to indemnify us against certain specified matters and losses. As of the acquisition date, we recorded a contingent liability and an offsetting indemnification asset for the expected reimbursement by SoftBank for certain Lifeline matters. The liability is presented in Accounts payable and accrued liabilities, and the indemnification asset is presented in Other current assets within our acquired assets and liabilities at the acquisition date. In November 2020, we entered into a consent decree with the Federal Communications Commission (“FCC”) to resolve certain Lifeline matters, which resulted in a payment of $200 million by SoftBank. Final resolution of these matters could require making additional reimbursements and paying additional fines and penalties, which we do not expect to have a significant impact on our financial results. We expect that any additional liabilities related to these matters would be indemnified and reimbursed by SoftBank.

Deferred Taxes

As a result of the Merger, we acquired deferred tax assets for which a valuation allowance reserve is deemed to be necessary, as well as additional uncertain tax benefit reserves. As of the date of the Merger, the amount of the valuation allowance reserve and uncertain tax benefit reserves was $851 million and $660 million, respectively. We continue to monitor positive and negative evidence related to the utilization of our deferred tax assets subject to a valuation allowance. It is possible the valuation allowance we deem to be necessary will be reduced within the next 12 months.

Transaction Costs

There were no significant transaction costs recognized in the three months ended June 30, 2021. We recognized transaction costs of $145 million for the three months ended June 30, 2020, and $13 million and $184 million for the six months ended June 30, 2021 and 2020, respectively. These costs were associated with legal and professional services and were recognized as Selling, general and administrative expenses in our Condensed Consolidated Statements of Comprehensive Income.

Pro Forma Information

The following unaudited pro forma financial information gives effect to the Transactions as if they had been completed on January 1, 2019. The unaudited pro forma information was prepared in accordance with the requirements of ASC 805: Business Combinations, which is a different basis than pro forma information prepared under Article 11 of Regulation S-X (“Article 11”). As such, they are not directly comparable with historical results for stand-alone T-Mobile prior to April 1, 2020, historical results for T-Mobile from April 1, 2020 that reflect the Transactions and are inclusive of the results and operations of Sprint, nor our previously provided pro forma financials prepared in accordance with Article 11. The pro forma results for the three and six months ended June 30, 2020 include the impact of several significant nonrecurring pro forma adjustments to previously reported operating results. The pro forma adjustments are based on historically reported transactions by the respective companies. The pro forma results do not include any anticipated synergies or other expected benefits of the acquisition.
(in millions)Three Months Ended June 30, 2020Six Months Ended June 30, 2020
Total revenues$17,665 $35,073 
(Loss) income from continuing operations(9)1,102 
Income from discontinued operations, net of tax320 677 
Net income311 1,779 

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Index for Notes to the Condensed Consolidated Financial Statements
Significant nonrecurring pro forma adjustments include:

Transaction costs of $145 million and $202 million that were incurred during the three and six months ended June 30, 2020, respectively, are assumed to have occurred on the pro forma close date of January 1, 2019, and are recognized as if incurred in the first quarter of 2019;
The Prepaid Business divested on July 1, 2020, is assumed to have been classified as discontinued operations as of January 1, 2019, and the related activities are presented in Income from discontinued operations, net of tax;
Permanent financing issued and debt redemptions occurring in connection with the closing of the Merger are assumed to have occurred on January 1, 2019, and historical interest expense associated with repaid borrowings is removed;
Tangible and intangible assets are assumed to be recorded at their estimated fair values as of January 1, 2019 and are depreciated or amortized over their estimated useful lives; and
Accounting policies of Sprint are conformed to those of T-Mobile including depreciation for leased devices, distribution arrangements with Brightstar US, Inc., amortization of costs to acquire a contract and certain tower lease transactions.

The selected unaudited pro forma condensed combined financial information is provided for illustrative purposes only and does not purport to represent what the actual consolidated results of operations would have been had the Transactions actually occurred on January 1, 2019, nor do they purport to project the future consolidated results of operations.

Regulatory Matters

The Transactions were the subject of various legal and regulatory proceedings involving a number of state and federal agencies. In connection with those proceedings and the approval of the Transactions, we have certain commitments and other obligations to various state and federal agencies and certain nongovernmental organizations. See Note 11 - Commitments and Contingencies for further information.

Shenandoah Personal Communications Company Affiliate Relationship

Sprint PCS (specifically Sprint Spectrum L.P.) was party to a variety of publicly filed agreements with Shenandoah Personal Communications Company LLC (“Shentel”), pursuant to which Shentel was the exclusive provider of Sprint PCS’s wireless mobility communications network products in certain parts of Maryland, North Carolina, Virginia, West Virginia, Kentucky, Ohio and Pennsylvania. Pursuant to one such agreement, the Sprint PCS Management Agreement, dated November 5, 1999 (as amended, supplemented and modified from time to time, the “Management Agreement”), Sprint PCS was granted an option to purchase Shentel’s wireless telecommunications assets (the “Wireless Assets”) used to provide services pursuant to the Management Agreement. On August 26, 2020, Sprint, now our indirect subsidiary, on behalf of and as the direct or indirect owner of Sprint PCS, exercised its option by delivering a binding notice of exercise to Shentel.

On May 28, 2021, T-Mobile USA, Inc., a Delaware corporation and our direct wholly-owned subsidiary, entered into an asset purchase agreement (the “Purchase Agreement”) with Shentel, for the acquisition of the Wireless Assets for an aggregate purchase price of approximately $1.9 billion in cash, subject to certain adjustments prescribed by the Management Agreement and such additional adjustments agreed by the parties.

Subsequent to June 30, 2021 and upon the completion of certain customary conditions, including the receipt of certain regulatory approvals, on July 1, 2021, we closed on the acquisition of the Wireless Assets pursuant to the Purchase Agreement and, as a result, T-Mobile became the legal owner of the Wireless Assets. Concurrently and as agreed to through the Purchase Agreement, T-Mobile and Shentel entered into certain separate transactions, including the effective settlement of the pre-existing arrangements between T-Mobile and Shentel under the Management Agreement. In exchange, T-Mobile transferred cash of approximately $2.0 billion, approximately $1.9 billion of which was determined to be consideration transferred for the Wireless Assets and the remainder of which was determined to relate to separate transactions, primarily associated with the effective settlement of pre-existing arrangements between T-Mobile and Shentel. Accordingly, these separate transactions are not included in the calculation of the consideration transferred in exchange for the Wireless Assets. We do not currently expect any additional material adjustments to the consideration already transferred.

We have concluded that the acquired set of the Wireless Assets constitutes a business as defined in ASC 805, “Business Combinations,” and we therefore will account for the acquired set of Wireless Assets as a business combination. The major classes of assets acquired through the acquisition of the Wireless Assets include fixed assets and network equipment, operating lease right-of-use assets, reacquired rights and other intangible assets. The major classes of liabilities assumed include operating
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Index for Notes to the Condensed Consolidated Financial Statements
lease liabilities. Due to the limited time since the acquisition date and the complexity of the acquisition, the accounting for the business combination and separate transactions as agreed to through the Purchase Agreement are not yet complete. We are not able to provide the allocation of consideration paid to the assets acquired or liabilities assumed, nor are we able to provide additional details on the accounting for the concurrent transactions agreed to through the Purchase Agreement. The financial results of the Wireless Assets are not expected to be material to our Condensed Consolidated Statements of Comprehensive Income.

Note 3 – Receivables and Expected Credit Losses

We maintain an allowance for expected credit losses that assesses the lifetime credit losses that we expect to incur related to our receivable portfolio segments. Each period, management assesses the appropriateness of the level of allowance for credit losses by considering credit risk inherent within each portfolio segment as of period end.

We consider a receivable past due when a customer has not paid us by the contractually specified payment due date. Account balances are written off against the allowance for credit losses if collection efforts are unsuccessful and the receivable balance is deemed uncollectible, based on factors such as customer credit ratings as well as the length of time the amounts are past due.

Our portfolio of receivables is comprised of two portfolio segments: accounts receivable and EIP receivables.

Accounts Receivable Portfolio Segment

Our accounts receivable segment primarily consists of amounts currently due from customers, including service and leased device receivables, device insurance administrators, wholesale partners, third-party retail channels and other carriers.

We estimate expected credit losses associated with our accounts receivable portfolio using an aging schedule methodology that utilizes historical information and current conditions to develop expected credit losses by aging bucket, including for receivables that are not past due.

To determine the appropriate credit loss percentages by aging bucket, we consider a number of factors, including our overall historical credit losses, net of recoveries and timely payment experience as well as current collection trends such as write-off frequency and severity, credit quality of the customer base, and other qualitative factors such as macro-economic conditions, including the expected economic impacts of the COVID-19 pandemic (the “Pandemic”).

We consider the need to adjust our estimate of expected credit losses for reasonable and supportable forecasts of future economic conditions. To do so, we monitor professional forecasts of changes in real U.S. gross domestic product and forecasts of consumer credit behavior for comparable credit exposures. We also periodically evaluate other economic indicators such as unemployment rates to assess their level of correlation with our historical credit loss statistics.

EIP Receivables Portfolio Segment

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

Installment loans acquired in the Merger are included in EIP receivables. We applied our proprietary credit scoring model to the customers acquired in the Merger with an outstanding EIP receivable balance. Based on tenure, consumer credit risk score and credit profile, these acquired customers were classified into our customer classes of Prime or Subprime.

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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)June 30,
2021
December 31,
2020
EIP receivables, gross$6,945 $6,213 
Unamortized imputed discount(342)(325)
EIP receivables, net of unamortized imputed discount6,603 5,888 
Allowance for credit losses(255)(280)
EIP receivables, net of allowance for credit losses and imputed discount$6,348 $5,608 
Classified on the balance sheet as:
Equipment installment plan receivables, net of allowance for credit losses and imputed discount$4,064 $3,577 
Equipment installment plan receivables due after one year, net of allowance for credit losses and imputed discount2,284 2,031 
EIP receivables, net of allowance for credit losses and imputed discount$6,348 $5,608 

We manage our EIP receivables portfolio using delinquency and customer credit class as key credit quality indicators. The following table presents the amortized cost of our EIP receivables by delinquency status, customer credit class and year of origination as of June 30, 2021:
Originated in 2021Originated in 2020Originated prior to 2020Total EIP Receivables, net of
unamortized imputed discounts
(in millions)PrimeSubprimePrimeSubprimePrimeSubprimePrimeSubprimeGrand total
Current - 30 days past due$2,177 $1,436 $1,613 $954 $221 $100 $4,011 $2,490 $6,501 
31 - 60 days past due12 18 11 17 25 38 63 
61 - 90 days past due13 19 
More than 90 days past due13 20 
EIP receivables, net of unamortized imputed discount$2,193 $1,461 $1,630 $985 $226 $108 $4,049 $2,554 $6,603 

We estimate expected credit losses on our EIP receivables by using historical data adjusted for current conditions to calculate default probabilities for our outstanding EIP loans. We consider various risk characteristics when calculating default probabilities, such as how long such loans have been outstanding, customer credit ratings, customer tenure, delinquency status and other correlated variables identified through statistical analyses. We multiply these estimated default probabilities by our estimated loss given default, which considers recoveries.

As we do for our accounts receivable portfolio segment, we consider the need to adjust our estimate of expected losses on EIP receivables for reasonable and supportable forecasts of economic conditions through monitoring external professional forecasts and periodic internal statistical analyses, including the expected economic impacts of the Pandemic.

For EIP receivables acquired in the Merger, the difference between the fair value and unpaid principal balance of the loan at the acquisition date is accreted to interest income over the contractual life of the loan using the effective interest method. EIP receivables had a combined weighted average effective interest rate of 6.3% and 6.7% as of June 30, 2021 and December 31, 2020, respectively.

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Index for Notes to the Condensed Consolidated Financial Statements
Activity for the six months ended June 30, 2021 and 2020, in the allowance for credit losses and unamortized imputed discount balances for the accounts receivable and EIP receivables segments were as follows:
June 30, 2021June 30, 2020
(in millions)Accounts Receivable AllowanceEIP Receivables AllowanceTotalAccounts Receivable AllowanceEIP Receivables AllowanceTotal
Allowance for credit losses and imputed discount, beginning of period$194 $605 $799 $61 $399 $460 
Beginning balance adjustment due to implementation of the new credit loss standard— — — — 91 91 
Bad debt expense76 78 154 178 168 346 
Write-offs, net of recoveries(147)(104)(251)(56)(96)(152)
Change in imputed discount on short-term and long-term EIP receivablesN/A91 91 N/A10 10 
Impact on the imputed discount from sales of EIP receivablesN/A(73)(73)N/A(81)(81)
Allowance for credit losses and imputed discount, end of period$123 $597 $720 $183 $491 $674 

Off-Balance-Sheet Credit Exposures

We do not have material, unmitigated off-balance-sheet credit exposures as of June 30, 2021. In connection with the sales of certain service and EIP accounts receivable pursuant to the sale arrangements, we have deferred purchase price assets included in our Condensed Consolidated Balance Sheets measured at fair value that are based on a discounted cash flow model using Level 3 inputs, including customer default rates and credit worthiness, dilutions and recoveries. See Note 4 – Sales of Certain Receivables for further information.

Note 4 – Sales of Certain Receivables

We have entered into transactions to sell certain service accounts receivable 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 EIP Receivables

Overview of the Transaction

In 2015, we entered into an arrangement to sell certain EIP receivables on a revolving basis (the “EIP sale arrangement”). The maximum funding commitment of the sale arrangement is $1.3 billion. The scheduled expiration date of the EIP sale arrangement is November 18, 2021.

On April 30, 2020, we agreed with the purchaser banks to update our collection policies to temporarily allow for flexibility for modifications to the EIP receivables sold that are impacted by the Pandemic and exclusion of such EIP receivables from all pool performance triggers.

As of both June 30, 2021 and December 31, 2020, 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 over which we do not exercise any level of control, nor does the third-party entity qualify as a VIE.

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Index for Notes to the Condensed Consolidated Financial Statements
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 have 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 consist primarily of the deferred purchase price, and liabilities included in our Condensed Consolidated Balance Sheets with respect to the EIP BRE:
(in millions)June 30,
2021
December 31,
2020
Other current assets$436 $388 
Other assets133 120 
Other long-term liabilities

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 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, and the facility expires in March 2022. As of June 30, 2021 and December 31, 2020, the service receivable sale arrangement provided funding of $775 million and $772 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”). In March 2021, we amended the sale arrangement to conform its structure to the EIP sale arrangement (the “March 2021 Amendment”). This involved, among other things, removal of an unaffiliated special purpose entity that we did not consolidate under the original structure and changes in contractual counterparties. While the amendment simplified the structure of the arrangement making it more efficient, it did not impact the maximum funding commitment under, or the level of funding provided by, the facility.

Pursuant to the amended service receivable sale arrangement, our wholly owned subsidiary transfers selected receivables to the Service BRE. The Service BRE then sells the receivables to a non-consolidated and unaffiliated third-party entity over which we do not exercise any level of control and which does not qualify as a VIE.

Variable Interest Entity

Prior to the March 2021 Amendment, the Service BRE did not qualify as a VIE, but due to the significant level of control we exercised over the entity, it was consolidated.

The March 2021 Amendment to the service receivable sale arrangement triggered a VIE reassessment, and we determined that the Service BRE now qualifies as a VIE. We have a variable interest in the Service BRE and have determined that we are the primary beneficiary based on our ability to direct the activities that most significantly impact the Service BRE’s economic performance. Those activities include selecting which receivables are transferred into the Service BRE and sold in the service receivable sale arrangement and funding the Service BRE. Additionally, our equity interest in the Service BRE obligates us to absorb losses and gives us the right to receive benefits from the Service BRE that could potentially be significant to the Service BRE. Accordingly, we include the balances and results of operations of the Service BRE in our condensed consolidated financial statements.

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Index for Notes to the Condensed Consolidated Financial Statements
The following table summarizes the carrying amounts and classification of assets, which consist primarily of the deferred purchase price, and liabilities included in our Condensed Consolidated Balance Sheets with respect to the Service BRE:
(in millions)June 30,
2021
December 31,
2020
Other current assets$202 $378 
Other current liabilities313 357 

In addition, the Service BRE is a separate legal entity with its own separate creditors who will be entitled, prior to any liquidation of the Service BRE, to be satisfied prior to any value in the Service BRE becoming available to us. Accordingly, the assets of the Service BRE may not be used to settle our general obligations, and creditors of the Service 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. At inception, we elected 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 Level 3 inputs, including customer default rates. As of June 30, 2021 and December 31, 2020, our deferred purchase price related to the sales of service receivables and EIP receivables was $770 million and $884 million, respectively.

The following table summarizes the impact of the sale of certain service receivables and EIP receivables in our Condensed Consolidated Balance Sheets:
(in millions)June 30,
2021
December 31,
2020
Derecognized net service receivables and EIP receivables$2,491 $2,528 
Other current assets638 766 
of which, deferred purchase price637 764 
Other long-term assets133 120 
of which, deferred purchase price133 120 
Other current liabilities313 357 
Other long-term liabilities
Net cash proceeds since inception1,755 1,715 
Of which:
Change in net cash proceeds during the year-to-date period40 (229)
Net cash proceeds funded by reinvested collections1,715 1,944 

We recognized a gain from sales of receivables, including adjustments to the receivables’ fair values and changes in fair value of the deferred purchase price, of $12 million and a loss from sales of receivables of $30 million for the three months ended June 30, 2021 and 2020, respectively, and a gain of $30 million and a loss of $55 million for the six months ended June 30, 2021 and 2020, respectively, in Selling, general and administrative expense in our Condensed Consolidated Statements of Comprehensive Income.

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Index for Notes to the Condensed Consolidated Financial Statements
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, are required to repurchase certain receivables, including ineligible receivables, aged receivables and receivables where write-off is imminent, and may be responsible for absorbing credit losses through reduced collections on our deferred purchase price assets. 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. At the direction of the purchasers of the sold receivables, we apply the same policies and procedures while servicing 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.

Note 5 – Goodwill, Spectrum License Transactions and Other Intangible Assets

Goodwill

The changes in the carrying amount of goodwill for the six months ended June 30, 2021 and year ended December 31, 2020, are as follows:
(in millions)Goodwill
Historical goodwill, net of accumulated impairment losses of $10,766
$1,930 
Goodwill from acquisitions in 20209,405 
Layer3 goodwill impairment(218)
Balance as of December 31, 202011,117 
Purchase price adjustment of goodwill from acquisitions in 202022 
Goodwill from acquisitions in 202113 
Balance as of June 30, 2021$11,152 
Accumulated impairment losses at June 30, 2021$(10,984)

On April 1, 2020, we completed our Merger with Sprint, which was accounted for as a business combination resulting in $9.4 billion in goodwill. The acquired goodwill was allocated to the wireless reporting unit and will be tested for impairment at this level. See Note 2 - Business Combinations for further information.

Intangible Assets

Identifiable Intangible Assets Acquired

The following table summarizes the fair value of the intangible assets acquired in the Merger:
Weighted Average Useful Life (in years)Fair Value as of April 1, 2020
(in millions)
Spectrum licensesIndefinite-lived$45,400 
Tradenames (1)
2 years
207 
Customer relationships
8 years
4,900 
Favorable spectrum leases
18 years
745 
Other intangible assets
7 years
428 
Total intangible assets acquired$51,680 
(1)     Tradenames include the Sprint brand.

Spectrum licenses are issued for a fixed period of time, typically up to 15 years; however, the FCC has granted license renewals routinely and at a nominal cost. The spectrum licenses acquired expire at various dates and we believe we will be able to meet all requirements necessary to secure renewal of our spectrum licenses at a nominal cost. Moreover, we determined that there are currently no legal, regulatory, contractual, competitive, economic or other factors that limit the useful lives of our spectrum licenses. Therefore, we determined the spectrum licenses should be treated as indefinite-lived intangible assets. The fair value of spectrum licenses includes the value associated with aggregating a nationwide portfolio of owned and leased spectrum.

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Index for Notes to the Condensed Consolidated Financial Statements
Favorable spectrum leases represent a contract where the market rate is higher than the future contractual lease payments. We lease this spectrum from third parties who hold the spectrum licenses. As these contracts pertain to intangible assets, they are excluded from the lease accounting guidance (ASC 842) and are accounted for as service contracts in which the expense is recognized on a straight-line basis over the lease team. Favorable spectrum leases of $745 million were recorded as an intangible asset as a result of purchase accounting and are amortized on a straight-line basis over the associated remaining lease term. Additionally, we recognized unfavorable spectrum lease liabilities of $125 million, which are also amortized over their respective remaining lease terms and are included in Other liabilities in our Condensed Consolidated Balance Sheets.

The customer relationship intangible assets represent the value associated with the acquired Sprint customers. The customer relationship intangible assets are amortized using the sum-of-the-years’ digits method over periods of up to eight years.

Other intangible assets are amortized over the remaining period that the asset is expected to provide benefit to us.

Spectrum Licenses

The following table summarizes our spectrum license activity for the six months ended June 30, 2021:
(in millions)2021
Spectrum licenses, beginning of year$82,828 
Spectrum license acquisitions87 
Costs to clear spectrum
Spectrum licenses, end of period$82,917 

In March 2021, the FCC announced that we were the winning bidder of 142 licenses in Auction 107 (C-band spectrum) for an aggregate purchase price of $9.3 billion, excluding relocation costs. At the inception of Auction 107 in October 2020, we deposited $438 million. Upon conclusion of Auction 107 in March 2021, we paid the FCC the remaining $8.9 billion for the licenses won in the auction. 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 six months ended June 30, 2021. We expect to incur an additional $1.2 billion in relocation costs which will be paid through 2024.

The aggregate cash payments made to the FCC are included in Other assets as of June 30, 2021, in our Condensed Consolidated Balance Sheets, as the licenses had not yet been issued. As of June 30, 2021, the activities that are necessary to get the C-band spectrum ready for its intended use have not begun, as such, capitalization of the interest associated with the costs of acquiring the C-band spectrum has not begun. Subsequent to June 30, 2021, on July 23, 2021, the FCC issued to us the licenses won in the Auction.

Other Intangible Assets

The components of Other intangible assets were as follows:
Useful LivesJune 30, 2021December 31, 2020
(in millions)Gross AmountAccumulated AmortizationNet AmountGross AmountAccumulated AmortizationNet Amount
Customer relationships
Up to 8 years
$4,903 $(1,398)$3,505 $4,900 $(865)$4,035 
Tradenames and patents
Up to 19 years
606 (486)120 598 (412)186 
Favorable spectrum leases
Up to 27 years
741 (54)687 790 (35)755 
Other
Up to 10 years
377 (89)288 377 (55)322 
Other intangible assets$6,627 $(2,027)$4,600 $6,665 $(1,367)$5,298 

Amortization expense for intangible assets subject to amortization was $295 million and $387 million for the three months ended June 30, 2021 and 2020, respectively, and $661 million and $411 million for the six months ended June 30, 2021 and 2020, respectively.

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Index for Notes to the Condensed Consolidated Financial Statements
The estimated aggregate future amortization expense for intangible assets subject to amortization are summarized below:
(in millions)Estimated Future Amortization
Twelve Months Ending June 30,
2022$1,095 
2023903 
2024746 
2025588 
2026428 
Thereafter840 
Total$4,600 
Substantially all of the estimated future amortization expense is associated with intangible assets acquired in the Merger.

Note 6 – 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 vendor financing arrangements with our primary network equipment suppliers approximate fair value due to the short-term maturities of these instruments.

Derivative Financial Instruments

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.

Interest Rate Lock Derivatives
In October 2018, we entered into interest rate lock derivatives with notional amounts of $9.6 billion. In November 2019, we extended the mandatory termination date on our interest rate lock derivatives to June 3, 2020. For the three months ended March 31, 2020, we made net collateral transfers to certain of our derivative counterparties totaling $580 million, which included variation margin transfers to (or from) such derivative counterparties based on daily market movements. No amounts were transferred to the derivative counterparties subsequent to March 31, 2020. These collateral transfers are included in Net cash related to derivative contracts under collateral exchange arrangements within Net cash used in investing activities in our Condensed Consolidated Statements of Cash Flows.

We recorded interest rate lock derivatives on our Condensed Consolidated Balance Sheets at fair value that was 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.

Aggregate changes in the fair value of the interest rate lock derivatives, net of tax and amortization, of $1.5 billion and $1.6 billion are presented in Accumulated other comprehensive loss as of June 30, 2021 and December 31, 2020, respectively.
Between April 2 and April 6, 2020, in connection with the issuance of an aggregate of $19.0 billion of Senior Secured Notes bearing interest rates ranging from 3.500% to 4.500% and maturing in 2025 through 2050, we terminated our interest rate lock derivatives.

At the time of termination in the second quarter of 2020, the interest rate lock derivatives were a liability of $2.3 billion, of which $1.2 billion was cash-collateralized. The cash flows associated with the settlement of interest rate lock derivatives are presented on a gross basis in our Condensed Consolidated Statements of Cash Flows, with the total cash payments to settle the swaps of $2.3 billion presented in changes in Other current and long-term liabilities within Net cash provided by operating activities and the return of cash collateral of $1.2 billion presented as an inflow in Net cash related to derivative contracts under collateral exchange arrangements within Net cash used in investing activities for the three and six months ended June 30, 2020.

Upon the issuance of debt to which the hedged interest rate risk related, we began amortizing the Accumulated other comprehensive loss related to the derivatives into Interest expense in a manner consistent with how the hedged interest payments affect earnings. For the three and six months ended June 30, 2021, $47 million and $93 million, respectively, was amortized from Accumulated other comprehensive loss into Interest expense in the Condensed Consolidated Statements of
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Index for Notes to the Condensed Consolidated Financial Statements
Comprehensive Income. For both the three and six months ended June 30, 2020, $39 million was amortized from Accumulated other comprehensive loss into Interest expense. We expect to amortize $196 million of the Accumulated other comprehensive loss associated with the derivatives into Interest expense over the next 12 months.

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 4 – Sales of Certain Receivables for further information.

The carrying amounts of our deferred purchase price assets, which are measured at fair value on a recurring basis and are included in our Condensed Consolidated Balance Sheets, were $770 million and $884 million at June 30, 2021 and December 31, 2020, respectively. Fair value was equal to carrying amount at June 30, 2021 and December 31, 2020.

Debt

The fair value of our Senior Unsecured Notes and Senior Secured Notes to third parties was determined based on quoted market prices in active markets, and therefore were classified as Level 1 within the fair value hierarchy. The fair value of our Senior Notes to affiliates was 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 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. The fair value estimates were based on information available as of June 30, 2021 and December 31, 2020. 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 HierarchyJune 30, 2021December 31, 2020
(in millions)
Carrying Amount (1)
Fair Value (1)
Carrying Amount (1)
Fair Value (1)
Liabilities:
Senior Unsecured Notes to third parties1$34,768 $36,967 $29,966 $32,450 
Senior Notes to affiliates24,725 4,937 4,716 4,991 
Senior Secured Notes to third parties135,629 38,612 36,204 40,519 
(1)     Excludes $148 million and $240 million as of June 30, 2021 and December 31, 2020, respectively, in vendor financing arrangements and other debt as the carrying values approximate fair value primarily due to the short-term maturities of these instruments.

Note 7 – Debt

The following table sets forth the debt balances and activity as of, and for the six months ended, June 30, 2021:
(in millions)December 31,
2020
Proceeds from Issuances and Borrowings (1)
Note Redemptions (1)
Repayments
Reclassifications (1)
Other (2)
June 30,
2021
Short-term debt$4,579 $— $— $(660)$786 $(57)$4,648 
Long-term debt61,830 9,768 (4,742)— (786)(173)65,897 
Total debt to third parties66,409 9,768 (4,742)(660)— (230)70,545 
Short-term debt to affiliates— — — — 2,231 2,235 
Long-term debt to affiliates4,716 — — — (2,231)2,490 
Total debt$71,125 $9,768 $(4,742)$(660)$— $(221)$75,270 
(1)Issuances and borrowings, note redemptions, and reclassifications are recorded net of related issuance costs, discounts and premiums.
(2)Other includes the amortization of premiums, discounts, debt issuance costs and consent fees.

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Index for Notes to the Condensed Consolidated Financial Statements
Our effective interest rate, excluding the impact of derivatives and capitalized interest, was approximately 4.1% and 4.9% for the three months ended June 30, 2021 and 2020, respectively, and 4.2% and 4.7% for the six months ended June 30, 2021 and 2020, respectively, on weighted average debt outstanding of $75.5 billion and $66.1 billion for the three months ended June 30, 2021 and 2020, respectively, and $74.5 billion and $48.5 billion for the six months ended June 30, 2021 and 2020, respectively. The weighted average debt outstanding was calculated by applying an average of the monthly ending balances of total short-term and long-term debt and short-term and long-term debt to affiliates, net of unamortized premiums, discounts, debt issuance costs and consent fees.

Issuances and Borrowings

During the six months ended June 30, 2021, we issued the following Senior Notes:
(in millions)Principal IssuancesPremiums and Issuance CostsNet Proceeds from Issuance of Long-Term DebtIssue Date
2.250% Senior Notes due 2026
$1,000 $(7)$993 January 14, 2021
2.625% Senior Notes due 2029
1,000 (7)993 January 14, 2021
2.875% Senior Notes due 2031
1,000 (6)994 January 14, 2021
2.625% Senior Notes due 2026
1,200 (7)1,193 March 23, 2021
3.375% Senior Notes due 2029
1,250 (7)1,243 March 23, 2021
3.500% Senior Notes due 2031
1,350 (8)1,342 March 23, 2021
2.250% Senior Notes due 2026
800 (2)798 May 13, 2021
3.375% Senior Notes due 2029
1,100 1,106 May 13, 2021
3.500% Senior Notes due 2031
1,100 1,106 May 13, 2021
Total of Senior Notes issued$9,800 $(32)$9,768 

Credit Facilities

On October 30, 2020, we entered into a $5.0 billion senior secured term loan commitment with certain financial institutions. On January 14, 2021, we issued an aggregate of $3.0 billion of Senior Notes. A portion of the senior secured term loan commitment was reduced by an amount equal to the aggregate gross proceeds of the Senior Notes, which reduced the commitment to $2.0 billion. On March 23, 2021, we issued an aggregate of $3.8 billion of Senior Notes. The senior secured term loan commitment was terminated upon the issuance of the $3.8 billion of Senior Notes.

Senior Notes

On January 14, 2021, we issued $1.0 billion of 2.250% Senior Notes due 2026, $1.0 billion of 2.625% Senior Notes due 2029, and $1.0 billion of 2.875% Senior Notes due 2031.

On March 23, 2021, we issued $1.2 billion of 2.625% Senior Notes due 2026, $1.25 billion of 3.375% Senior Notes due 2029, and $1.35 billion of 3.500% Senior Notes due 2031.

On May 13, 2021, we issued $800 million of 2.250% Senior Notes due 2026, $1.1 billion of 3.375% Senior Notes due 2029, and $1.1 billion of 3.500% Senior Notes due 2031.
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Index for Notes to the Condensed Consolidated Financial Statements

Note Redemptions and Repayments

During the six months ended June 30, 2021, we made the following note redemptions and repayments:
(in millions)Principal Amount
Write-off of Issuance Cost and Consent Fees (1)
Redemption Premium (2)
Redemption DateRedemption Price
6.500% Senior Notes due 2026
$2,000 $36 $65 March 27, 2021103.250 %
6.000% Senior Notes due 2023
1,300 10 — May 23, 2021100.000 %
6.000% Senior Notes due 2024
1,000 — May 23, 2021100.000 %
5.125% Senior Notes due 2025
500 May 23, 2021101.281 %
Total Senior Notes to third parties redeemed$4,800 $58 $71 
3.360% Secured Series 2016-1 A-1 Notes due 2021
$438 $— $— VariousN/A
4.738% Secured Series 2018-1 A-1 Notes due 2025
131 — — VariousN/A
Other debt91 — — VariousN/A
Total Repayments$660 $— $— 
(1)Write-off of issuance costs and consent fees are included in Other expense, net in our Condensed Consolidated Statements of Comprehensive Income. Write-off of issuance costs and consent fees are included in Loss on redemption of debt within Net cash provided by operating activities in our Condensed Consolidated Statements of Cash Flows.
(2)The redemption premium is the excess paid over the principal amount. Redemption premiums are included within Net cash used in financing activities in our Condensed Consolidated Statements of Cash Flows.

On March 27, 2021, we redeemed $2.0 billion aggregate principal amount of our 6.500% Senior Notes due 2026. The notes were redeemed at a redemption price equal to 103.250% of the principal amount of the notes (plus accrued and unpaid interest thereon), and were paid on March 26, 2021. The redemption premium was $65 million and the write off of issuance costs and consent fees was approximately $36 million, which was included in Other expense, net in our Condensed Consolidated Statements of Comprehensive Income and Losses on redemption of debt in our Condensed Consolidated Statements of Cash Flows.

On May 23, 2021, we redeemed $1.3 billion aggregate principal amount of our 6.000% Senior Notes due 2023, $1.0 billion aggregate principal amount of our 6.000% Senior Notes due 2024 and $500 million aggregate principal amount of our 5.125% Senior Notes due 2025. The notes were redeemed at a redemption price equal to 100.000%, 100.000% and 101.281% of the principal amount of the notes (plus accrued and unpaid interest thereon), respectively, and were paid on May 21, 2021. The redemption premium of our 5.125% Senior Notes due 2025 was $6 million, and the write off of issuance costs and consent fees of our 6.000% Senior Notes due 2023, 6.000% Senior Notes due 2024 and 5.125% Senior Notes due 2025 was approximately $10 million, $9 million and $3 million, respectively, which were included in Other expense, net in our Condensed Consolidated Statements of Comprehensive Income and Losses on redemption of debt in our Condensed Consolidated Statements of Cash Flows.

Subsequent to June 30, 2021, on August 2, 2021, we delivered a notice of prepayment on the remaining aggregate principal amount of our 3.360% Secured Series 2016-1 A-1 Notes due 2021. The aggregate principal amount, plus accrued and unpaid interest, of approximately $220 million is expected to be paid on or around August 20, 2021.

Restricted Cash

Certain provisions of our debt agreements require us to maintain specified cash collateral balances. Amounts associated with these balances are considered to be restricted cash.

Note 8 – Tower Obligations

Existing CCI Tower Lease Arrangements

In 2012, we conveyed to Crown Castle International Corp. (“CCI”) the exclusive right to manage and operate approximately 6,200 tower sites (“CCI Lease Sites”) via a master prepaid lease with site lease terms ranging from 23 to 37 years (the “2012 Tower Transaction”). 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 a portion of the space at certain tower sites for an initial term of 10 years, followed by optional renewals at customary terms.

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Index for Notes to the Condensed Consolidated Financial Statements
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 that lease space at the tower sites. Liabilities included the obligation to pay ground lease rentals, property taxes and other executory costs.

We determined the SPEs containing the CCI Lease Sites (“Lease Site SPEs”) are VIEs as they lack sufficient equity to finance their activities. We have a variable interest in the Lease Site SPEs but are not the primary beneficiary as we lack the power to direct the activities that most significantly impact the Lease Site SPEs’ economic performance. 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 Lease Site SPEs are not included in our condensed consolidated financial statements.

However, we also considered if this arrangement resulted in the sale of the CCI Lease Sites for which we would de-recognize the tower assets. By assessing whether control had transferred, we concluded that transfer of control criteria, as discussed in the revenue standard, were not met. Accordingly, we recorded this arrangement as a financing whereby we recorded debt, a financial obligation, and the CCI Lease Sites tower assets remained on our balance sheet. We recorded long-term financial obligations in the amount of the net proceeds received and recognize interest on the tower obligations at a rate of approximately 8% using the effective interest method. The tower obligations are increased by interest expense and amortized through contractual leaseback payments made by us to CCI and through net cash flows generated and retained by CCI from operation of the tower sites.

Acquired CCI Tower Lease Arrangements

Prior to the Merger, Sprint entered into a lease-out and leaseback arrangement with Global Signal Inc., a third party that was subsequently acquired by CCI, that conveyed to CCI the exclusive right to manage and operate approximately 6,400 tower sites (“Master Lease Sites”) via a master prepaid lease. These agreements were assumed upon the close of the Merger, at which point the remaining term of the lease-out was approximately 17 years with no renewal options. CCI has a fixed price purchase option for all (but not less than all) of the leased or subleased sites for approximately $2.3 billion, exercisable one year prior to the expiration of the agreement and ending 120 days prior to the expiration of the agreement. We lease back a portion of the space at certain tower sites for an initial term of 10 years, followed by optional renewals at customary terms.

We considered if this arrangement resulted in the sale of the Master Lease Sites for which we would de-recognize the tower assets. By assessing whether control had transferred, we concluded that transfer of control criteria, as discussed in the revenue standard, were not met. Accordingly, we recorded this arrangement as a financing whereby we recorded debt, a financial obligation, and the Master Lease Sites tower assets remained on our balance sheet.

As of the closing date of the Merger, we recognized Property and equipment with a fair value of $2.8 billion and tower obligations related to amounts owed to CCI under the leaseback of $1.1 billion. Additionally, we recognized $1.7 billion in Other long-term liabilities associated with contract terms that are unfavorable to current market rates, which includes unfavorable terms associated with the fixed-price purchase option in 2037.

We recognize interest expense on the tower obligations at a rate of approximately 6% using the effective interest method. The tower obligations are increased by interest expense and amortized through contractual leaseback payments made by us to CCI. The tower assets are reported in Property and equipment, net in our Condensed Consolidated Balance Sheets and are depreciated to their estimated residual values over the expected useful life of the towers, which is 20 years.

The following table summarizes the balances associated with both of the tower arrangements in the Condensed Consolidated Balance Sheets:
(in millions)June 30,
2021
December 31,
2020
Property and equipment, net$2,634 $2,838 
Tower obligations2,919 3,028 
Other long-term liabilities1,712 1,712 

Future minimum payments related to the tower obligations are approximately $401 million for the year ending June 30, 2022, $664 million in total for the years ending June 30, 2023 and 2024, $603 million in total for the years ending June 30, 2025 and 2026, and $473 million in total for the 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 and the Master 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. Under the arrangement, we remain primarily liable for ground lease payments on approximately 900 sites and have included lease liabilities of $282 million in our Operating lease liabilities as of June 30, 2021.

Note 9 – Revenue from Contracts with Customers

Disaggregation of Revenue

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

Postpaid customers generally include customers who are qualified to pay after receiving wireless communications services utilizing phones, home internet, wearables, DIGITS (a service that allows our customers to use multiple mobile numbers on any compatible smartphone or device with internet connection), or other connected devices which includes tablets and SyncUP products;
Prepaid customers generally include customers who pay for wireless communications services in advance; and
Wholesale customers include Machine-to-Machine and Mobile Virtual Network Operator customers that operate on our network but are managed by wholesale partners.

Postpaid service revenues, including postpaid phone revenues and postpaid other revenues, were as follows:
Three Months Ended June 30,Six Months Ended June 30,
(in millions)2021202020212020
Postpaid service revenues
Postpaid phone revenues$9,667 $9,341 $19,150 $14,918 
Postpaid other revenues825 618 1,645 928 
Total postpaid service revenues$10,492 $9,959 $20,795 $15,846 

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 premium services to customers, such as device insurance services. Revenue generated from the lease of mobile communication devices is included within Equipment revenues in our Condensed Consolidated Statements of Comprehensive Income.

We provide wireline communication services to domestic and international customers. Wireline service revenues were $187 million and $384 million for the three and six months ended June 30, 2021, respectively and were $211 million for both the three and six months ended June 30, 2020. Wireline service revenues are presented in Other service revenues in our Condensed Consolidated Statements of Comprehensive Income.

Equipment revenues from the lease of mobile communication devices were as follows:
Three Months Ended June 30,Six Months Ended June 30,
(in millions)2021202020212020
Equipment revenues from the lease of mobile communication devices$914 $1,421 $1,955 $1,586 

Contract Balances

The contract asset and contract liability balances from contracts with customers as of December 31, 2020 and June 30, 2021, were as follows:
(in millions)Contract AssetsContract Liabilities
Balance as of December 31, 2020$278 $824 
Balance as of June 30, 2021267 789 
Change$(11)$(35)

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.
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Index for Notes to the Condensed Consolidated Financial Statements

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 $206 million and $204 million as of June 30, 2021 and December 31, 2020, respectively, was included in Other current assets in our Condensed Consolidated Balance Sheets.

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. Changes in contract liabilities are primarily related to the activity of prepaid customers. Contract liabilities are primarily included in Deferred revenue in our Condensed Consolidated Balance Sheets.

Revenues for the three and six months ended June 30, 2021 and 2020 include the following:
Three Months Ended June 30,Six Months Ended June 30,
(in millions)2021202020212020
Amounts included in the beginning of year contract liability balance$41 $10 $724 $538 

Remaining Performance Obligations

As of June 30, 2021, the aggregate amount of transaction price allocated to remaining service performance obligations for postpaid contracts with subsidized devices and promotional bill credits that result in an extended service contract is $1.2 billion. We expect to recognize revenue as the service is provided on these postpaid contracts over an extended contract term of 24 months.

As of June 30, 2021, the aggregate amount of transaction price allocated to remaining service and lease performance obligations associated with operating leases was $668 million and $403 million, respectively. We expect to recognize this revenue as service is provided over the lease contract term of 18 months.

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.

Certain of our wholesale, roaming and service contracts include variable consideration based on usage. This variable consideration has been excluded from the disclosure of remaining performance obligations. As of June 30, 2021, the aggregate amount of the contractual minimum consideration for wholesale, roaming and service contracts is $805 million, $1.4 billion and $1.0 billion for 2021, 2022, and 2023 and beyond, respectively. These contracts have a remaining duration ranging from less than one year to nine years.

Contract Costs

The total balance of deferred incremental costs to obtain contracts was $1.2 billion and $1.1 billion as of June 30, 2021 and December 31, 2020, respectively, and is included in Other assets in our Condensed Consolidated Balance Sheets. 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 is included in Selling, general and administrative expenses in our Condensed Consolidated Statements of Comprehensive Income and was $264 million and $205 million for the three months ended June 30, 2021 and 2020, respectively, and $512 million and $410 million for the six months ended June 30, 2021 and 2020, 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 six months ended June 30, 2021 and 2020.

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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 June 30,Six Months Ended June 30,
(in millions, except shares and per share amounts)2021202020212020
Income (loss) from continuing operations$978 $(210)$1,911 $741 
Income from discontinued operations, net of tax— 320 — 320 
Net income$978 $110 $1,911 $1,061 
Weighted average shares outstanding - basic1,247,563,331 1,236,528,444 1,245,552,847 1,047,338,364 
Effect of dilutive securities:
Outstanding stock options and unvested stock awards6,154,791 — 8,711,617 9,782,025 
Weighted average shares outstanding - diluted1,253,718,122 1,236,528,444 1,254,264,464 1,057,120,389 
Basic earnings (loss) per share:
Continuing operations$0.78 $(0.17)$1.53 $0.71 
Discontinued operations— 0.26 — 0.30 
Earnings per share - basic$0.78 $0.09 $1.53 $1.01 
Diluted earnings (loss) per share:
Continuing operations$0.78 $(0.17)$1.52 $0.70 
Discontinued operations— 0.26 — 0.30 
Earnings per share - diluted$0.78 $0.09 $1.52 $1.00 
Potentially dilutive securities:
Outstanding stock options and unvested stock awards50,873 10,234,947 26,646 443,679 
SoftBank contingent consideration (1)
48,751,557 48,751,557 48,751,557 24,375,778 
(1)     Represents the weighted average SoftBank Specified Shares that are contingently issuable from the acquisition date of April 1, 2020.

As of June 30, 2021, 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 June 30, 2021 and 2020. Potentially dilutive securities were not included in the computation of diluted earnings per share if to do so would have been anti-dilutive or if there was a loss from continuing operations for the period.

The SoftBank Specified Shares Amount of 48,751,557 shares of T-Mobile common stock was determined to be contingent consideration for the Merger and is not dilutive until the defined volume-weighted average price per share is reached.

Note 11 – Commitments and Contingencies

Purchase Commitments

We have commitments for non-dedicated transportation lines with varying expiration terms that generally extend through 2029. In addition, we have commitments to purchase wireless devices, network services, equipment, software, marketing sponsorship agreements and other items in the ordinary course of business, with various terms through 2043.

Our purchase commitments are approximately $3.9 billion for the year ending June 30, 2022, $4.5 billion in total for the years ending June 30, 2023 and 2024, $2.3 billion in total for the years ending June 30, 2025 and 2026 and $1.6 billion in total for the years thereafter. 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.

Spectrum Leases

In connection with the Merger, we assumed certain spectrum lease contracts from Sprint that include service obligations to the lessors. Certain of the spectrum leases provide for minimum lease payments, additional charges, renewal options and escalation clauses. Leased spectrum agreements have varying expiration terms that generally extend through 2050. We expect that all renewal periods in our spectrum leases will be exercised by us.

29

Index for Notes to the Condensed Consolidated Financial Statements
Our spectrum lease and service credit commitments, including renewal periods, are approximately $339 million for the year ending June 30, 2022, $624 million in total for the years ending June 30, 2023 and 2024, $582 million in total for the years ending June 30, 2025 and 2026 and $4.9 billion in total for the years thereafter.

We accrue a monthly obligation for the services and equipment based on the total estimated available service credits divided by the term of the lease. The obligation is reduced by services provided and as actual invoices are presented and paid to the lessors. The maximum remaining service commitment on June 30, 2021 was $89 million and is expected to be incurred over the term of the related lease agreements, which generally range from 15 to 30 years.

Merger Commitments

In connection with the regulatory proceedings and approvals of the Transactions, we have commitments and other obligations to various state and federal agencies and certain nongovernmental organizations, including pursuant to the Consent Decree agreed to by us, DT, Sprint, SoftBank and DISH Network Corporation (“DISH”) and entered by the U.S. District Court for the District of Columbia, and the FCC’s memorandum opinion and order approving our applications for approval of the Merger. These commitments and obligations include, among other things, extensive 5G network build-out commitments, obligations to deliver high-speed wireless services to the vast majority of Americans, including Americans residing in rural areas, and the marketing of an in-home broadband product where spectrum capacity is available. Other commitments relate to national security, pricing, service, employment and support of diversity initiatives. Many of the commitments specify time frames for compliance. Failure to fulfill our obligations and commitments in a timely manner could result in substantial fines, penalties, or other legal and administrative actions.

We expect that our monetary commitments associated with these matters are approximately $9 million for the year ending June 30, 2022, $13 million in total for the years ending June 30, 2023 and 2024 and $3 million in total for the years ending June 30, 2025 and 2026. These amounts do not represent our entire anticipated costs to achieve specified network coverage and performance requirements, employment targets or commitments to provide access to affordable rate plans, but represent only those amounts for which we are required to make a specified payment in connection with our commitments or settlements.

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. Those Litigation Matters are at various stages, and some of them may proceed to trial, arbitration, hearing, or other adjudication that could result in fines, penalties, or awards of monetary or injunctive relief in the coming 12 months if they are not otherwise resolved. We have established an accrual with respect to certain of these matters, where appropriate, which is reflected in the condensed consolidated financial statements but that 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. For Litigation Matters which may result in a contingent gain, we recognize such gains in the condensed consolidated financial statements when the gain is realized or realizable. We do not expect that the ultimate resolution of these Litigation Matters, individually or in the aggregate, will have a material adverse effect on our financial position, but we note that an unfavorable outcome of some or all of the specific matters identified below 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.

On February 28, 2020, we received a Notice of Apparent Liability for Forfeiture and Admonishment from the FCC, which proposed a penalty against us for allegedly violating section 222 of the Communications Act and the FCC’s regulations governing the privacy of customer information. In the first quarter of 2020, we recorded an accrual for an estimated payment amount. We maintained the accrual as of June 30, 2021, which was included in Accounts payable and accrued liabilities in our Condensed Consolidated Balance Sheets.

On April 1, 2020, in connection with the closing of the Merger, we assumed the contingencies and litigation matters of Sprint. Those matters include a wide variety of disputes, claims, government agency investigations and enforcement actions, and other
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Index for Notes to the Condensed Consolidated Financial Statements
proceedings. These matters include, among other things, certain ongoing FCC and state government agency investigations into Sprint’s Lifeline program. In September 2019, Sprint notified the FCC that it had claimed monthly subsidies for serving subscribers even though these subscribers may not have met usage requirements under Sprint's usage policy for the Lifeline program, due to an inadvertent coding issue in the system used to identify qualifying subscriber usage that occurred in July 2017 while the system was being updated. Sprint has made a number of payments to reimburse the federal government and certain states for excess subsidy payments.

We note that pursuant to Amendment No. 2 to the Business Combination Agreement, SoftBank agreed to indemnify us against certain specified matters and losses, including those relating to Lifeline matters. Resolution of these matters could require making additional reimbursements and paying additional fines and penalties, which we do not expect to have a significant impact on our financial results. We expect that any additional liabilities related to these indemnified matters would be indemnified and reimbursed by SoftBank. See Note 2 - Business Combinations for further information.

On June 4, 2021, a putative shareholder class action and derivative action was filed in the Delaware Court of Chancery, Dinkevich v. Deutsche Telekom AG, et al., Case No. C.A. No. 2021-0479, against DT, SoftBank and certain of our current and former officers and directors, asserting breach of fiduciary duty claims relating to the repricing amendment to the Business Combination Agreement, and to SoftBank’s monetization of its T-Mobile shares. We are also named as a nominal defendant in the case. We are unable to predict the potential outcome of these claims. We intend to vigorously defend this lawsuit.

Note 12 – Restructuring Costs

Upon close of the Merger, we began implementing restructuring initiatives to realize cost efficiencies and reduce redundancies. The major activities associated with the restructuring initiatives to date include contract termination costs associated with the rationalization of retail stores, distribution channels, duplicative network and backhaul services and other agreements, severance costs associated with the integration of redundant processes and functions and the decommissioning of certain small cell sites and distributed antenna systems to achieve synergies in network costs.

The following table summarizes the expenses incurred in connection with our restructuring initiatives:
(in millions)Three Months Ended June 30, 2021Six Months Ended June 30, 2021Incurred to Date
Contract termination costs$$$187 
Severance costs19 404 
Network decommissioning42 54 551 
Total restructuring plan expenses$48 $82 $1,142 

The expenses associated with the restructuring initiatives are included in Costs of services and Selling, general and administrative in our Condensed Consolidated Statements of Comprehensive Income.

Our restructuring initiatives also include the acceleration or termination of certain of our operating and financing leases for cell sites, switch sites, retail stores, network equipment and office facilities. Incremental expenses associated with accelerating amortization of the right-of-use assets on lease contracts were $261 million and $384 million for the three and six months ended June 30, 2021, respectively, and are included within Costs of services and Selling, general and administrative in our Condensed Consolidated Statements of Comprehensive Income. No restructuring expenses were incurred related to the acceleration or termination of leases for the three and six months ended June 30, 2020.

The changes in the liabilities associated with our restructuring initiatives, including expenses incurred and cash payments, are as follows:
(in millions)December 31,
2020
Expenses IncurredCash Payments
Adjustments for Non-Cash Items (1)
June 30,
2021
Contract termination costs$81 $$(65)$— $25 
Severance costs52 19 (53)(4)14 
Network decommissioning30 54 (29)(16)39 
Total$163 $82 $(147)$(20)$78 
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Index for Notes to the Condensed Consolidated Financial Statements
(1)    Non-cash items consists of non-cash stock-based compensation included within Severance costs and the write-off of assets within Network decommissioning.

The liabilities accrued in connection with our restructuring initiatives are presented in Accounts payable and accrued liabilities in our Condensed Consolidated Balance Sheets.

Our restructuring activities are expected to occur over the next three years with substantially all costs incurred by the end of fiscal year 2023. We are evaluating additional restructuring initiatives, which are dependent on consultations and negotiation with certain counterparties and the expected impact on our business operations, which could affect the amount or timing of the restructuring costs and related payments.

Note 13 – Additional Financial Information

Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities are summarized as follows:
(in millions)June 30,
2021
December 31,
2020
Accounts payable$3,855 $5,564 
Payroll and related benefits1,149 1,163 
Property and other taxes, including payroll1,589 1,540 
Interest769 771 
Commissions257 399 
Toll and interconnect331 217 
Advertising65 135 
Other396 407 
Accounts payable and accrued liabilities$8,411 $10,196 

Book overdrafts included in accounts payable and accrued liabilities were $281 million and $628 million as of June 30, 2021 and December 31, 2020, respectively.

Supplemental Consolidated Statements of Cash Flows Information

The following table summarizes T-Mobile’s supplemental cash flow information:
Three Months Ended June 30,Six Months Ended June 30,
(in millions)2021202020212020
Interest payments, net of amounts capitalized$913 $608 $1,858 $949 
Operating lease payments1,263 1,269 2,914 2,144 
Income tax payments63 31 85 55