T-MOBILE US 
Cautionary Statement Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q ("Form 10-Q") of T-Mobile US, Inc.
("T-Mobile," "we," "our," "us" or the "Company") includes forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. All statements, other than statements of historical fact, including
information concerning our future results of operations, are forward-looking
statements. These forward-looking statements are generally identified by the
words "anticipate," "believe," "estimate," "expect," "intend," "may," "could" or
similar expressions. Forward-looking statements are based on current
expectations and assumptions, which are subject to risks and uncertainties that
may cause actual results to differ materially from the forward-looking
statements. The following important factors, along with the Risk Factors
included in Part I, Item 1A of our Annual Report on Form 10-K for the year ended
December 31, 2021 and Part II , Item 1A of this Form 10-Q, could affect
future results and cause those results to differ materially from those expressed
in the forward-looking statements:
•adverse impact caused by the COVID-19 pandemic (the "Pandemic"), including supply chain shortages;
•competition, industry consolidation and changes in the market for wireless services;
•disruption, data loss or other security breaches, such as the criminal
cyberattack we became aware of in
•our inability to take advantage of technological developments on a timely basis;
•our inability to retain or motivate key personnel, hire qualified personnel or maintain our corporate culture;
•system failures and business disruptions, allowing for unauthorized use of or interference with our network and other systems;
•the scarcity and cost of additional wireless spectrum, and regulations relating to spectrum use;
•the impacts of the actions we have taken and conditions we have agreed to in
connection with the regulatory proceedings and approvals of the Transactions (as
defined below), including the acquisition by DISH Network Corporation ("DISH")
of the prepaid wireless business operated under the Boost Mobile and Sprint
prepaid brands (excluding the Assurance brand Lifeline customers and the prepaid
wireless customers of Shenandoah Personal Communications Company LLC and Swiftel
Communications, Inc. ), including customer accounts, inventory, contracts,
intellectual property and certain other specified assets, and the assumption of
certain related liabilities (collectively, the "Prepaid Transaction"), the
complaint and proposed final judgment agreed to by us, Deutsche Telekom AG
("DT"), Sprint Corporation , now known as Sprint LLC ("Sprint"), SoftBank Group
Corp. ("SoftBank") and DISH with the U.S. District Court for the District of
Columbia , which was approved by the Court on April 1, 2020 , the proposed
commitments filed with the Secretary of the Federal Communications Commission
("FCC"), which we announced on May 20, 2019 , certain national security
commitments and undertakings, and any other commitments or undertakings entered
into, including but not limited to, those we have made to certain states and
nongovernmental organizations (collectively, the "Government Commitments"), and
the challenges in satisfying the Government Commitments in the required time
frames and the significant cumulative costs incurred in tracking and monitoring
compliance;
•adverse economic, political or market conditions in the U.S. and international
markets, including changes resulting from increases in inflation, impacts of
current geopolitical instability caused by the war in Ukraine , and those caused
by the Pandemic;
•our inability to manage the ongoing commercial and transition services arrangements entered into in connection with the Prepaid Transaction, and known or unknown liabilities arising in connection therewith;
•the effects of any future acquisition, investment, or merger involving us;
•any disruption or failure of our third parties (including key suppliers) to provide products or services for the operation of our business;
•our substantial level of indebtedness and our inability to service our debt obligations in accordance with their terms or to comply with the restrictive covenants contained therein;
•changes in the credit market conditions, credit rating downgrades or an inability to access debt markets;
•restrictive covenants including the agreements governing our indebtedness and other financings;
•the risk of future material weaknesses we may identify while we continue to work to integrate following the Merger (as defined below), or any other failure by us to maintain effective internal controls, and the resulting significant costs and reputational damage;
•any changes in regulations or in the regulatory framework under which we operate;
•laws and regulations relating to the handling of privacy and data protection;
•unfavorable outcomes of and increased costs from existing or future legal proceedings, including these proceedings and inquiries relating to the criminal cyberattack we became aware of inAugust 2021 ; 26
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•the possibility that we may be unable to adequately protect our intellectual property rights or be accused of infringing the intellectual property rights of others;
•our offering of regulated financial services products and exposure to a wide variety of state and federal regulations;
•new or amended tax laws or regulations or administrative interpretations and judicial decisions affecting the scope or application of tax laws or regulations;
•our exclusive forum provision as provided in our Certificate of Incorporation;
•interests of our significant stockholders that may differ from the interests of other stockholders;
•future sales of our common stock by DT and SoftBank and our inability to
attract additional equity financing outside
•failure to realize the expected benefits and synergies of the merger (the "Merger") with Sprint, pursuant to the Business Combination Agreement with Sprint and the other parties named therein (as amended, the "Business Combination Agreement") and the other transactions contemplated by the Business Combination Agreement (collectively, the "Transactions") in the expected time frames or in the amounts anticipated;
•any delay and costs of, or difficulties in, integrating our business and Sprint's business and operations, and unexpected additional operating costs, customer loss and business disruptions, including challenges in maintaining relationships with employees, customers, suppliers or vendors; and
•unanticipated difficulties, disruption, or significant delays in our long-term strategy to migrate Sprint's legacy customers onto T-Mobile's existing billing platforms. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Investors and others should note that we announce material information to our investors using our investor relations website (https://investor.t-mobile.com), newsroom website (https://t-mobile.com/news), press releases,SEC filings and public conference calls and webcasts. We intend to also use certain social media accounts as means of disclosing information about us and our services and for complying with our disclosure obligations under Regulation FD (the @TMobileIR Twitter account (https://twitter.com/TMobileIR), the @MikeSievert Twitter account (https://twitter.com/MikeSievert), whichMr. Sievert also uses as a means for personal communications and observations, and the @TMobileCFO Twitter Account (https://twitter.com/tmobilecfo) and our Chief Financial Officer's LinkedIn account (https://www.linkedin.com/in/peter-osvaldik-3887394), both of which Mr. Osvaldik also uses as a means for personal communication and observations). The information we post through these social media channels may be deemed material. Accordingly, investors should monitor these social media channels in addition to following our press releases,SEC filings and public conference calls and webcasts. The social media channels that we intend to use as a means of disclosing the information described above may be updated from time to time as listed on our Investor Relations website.
Overview
The objectives of our Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") are to provide users of our condensed consolidated financial statements with the following:
•A narrative explanation from the perspective of management of our financial condition, results of operations, cash flows, liquidity and certain other factors that may affect future results;
•Context to the condensed consolidated financial statements; and
•Information that allows assessment of the likelihood that past performance is indicative of future performance.
Our MD&A is provided as a supplement to, and should be read together with, our unaudited condensed consolidated financial statements as of and for the three and six months ended June 30, 2022, included in Part I, Item 1 of this Form 10-Q, and audited consolidated financial statements, included in Part II, Item 8 of our Annual Report on Form 10-K for the year endedDecember 31, 2021 . Except as expressly stated, the financial condition and results of operations discussed throughout our MD&A are those ofT-Mobile US, Inc. and its consolidated subsidiaries. 27
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Sprint Merger, Network Integration and Decommissioning Activities
Merger-Related Costs
Merger-related costs associated with the Merger and acquisitions of affiliates generally include:
•Integration costs to achieve efficiencies in network, retail, information technology and back office operations, migrate customers to the T-Mobile network and billing systems and the impact of legal matters assumed as part of the Merger;
•Restructuring costs, including severance, store rationalization and network decommissioning; and
•Transaction costs, including legal and professional services related to the completion of the transactions.
Restructuring costs are disclosed in Note 1 2 - Restructuring Costs of the Notes to the Condensed Consolidated Financial Statements. Merger-related costs have been excluded from our calculations of Adjusted EBITDA and Core Adjusted EBITDA, which are non-GAAP financial measures, as we do not consider these costs to be reflective of our ongoing operating performance. See "Adjusted EBITDA and Core Adjusted EBITDA" in the " Performance Measures " section of this MD&A. Net cash payments for Merger-related costs, including payments related to our restructuring plan, are included in Net cash provided by operating activities on our Condensed Consolidated Statements of Cash Flows.
Merger-related costs are presented below:
Three Months Ended Six Months Ended
June 30, Change June 30, Change
(in millions) 2022 2021 $ % 2022 2021 $ %
Merger-related costs
Cost of services,
exclusive of depreciation
and amortization $ 961 $ 273 $ 688 252 % $ 1,568 $ 409 $ 1,159 283 %
Cost of equipment sales,
exclusive of depreciation
and amortization 459 87 372 NM 1,210 104 1,106 NM
Selling, general and
administrative 248 251 (3) (1) % 303 396 (93) (23) %
Total Merger-related costs $ 1,668 $ 611 $ 1,057 173 % $ 3,081 $ 909 $ 2,172 239 %
Net cash payments for
Merger-related costs $ 907 $ 190 $ 717 377 % $ 1,800 $ 467 $ 1,333 285 %
NM - Not Meaningful
We expect to incur a total of$12.0 billion of Merger-related costs, excluding capital expenditures, of which$9.6 billion has been incurred since the beginning of 2018, including$700 million of costs incurred by Sprint prior to the Merger. We expect to incur the remaining$2.4 billion to complete our integration and restructuring activities over the next two years with substantially all costs incurred by the end of 2023. Total Merger-related costs for the year endingDecember 31, 2022 , are expected to be between$4.7 billion to$5.0 billion , including$1.7 billion and$3.1 billion incurred during the three and six months endedJune 30, 2022 , respectively. 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. We expect our principal sources of funding to be sufficient to meet our liquidity requirements and anticipated payments associated with the restructuring initiatives.
Network Integration
To achieve Merger synergies in network costs, we are performing rationalization activities to identify duplicative networks, backhaul services and other agreements in addition to decommissioning certain small cell sites and distributed antenna systems. These initiatives also include the acceleration or termination of certain of our operating and financing leases for cell sites, switch sites and network equipment. We have targeted approximately 35,000 cell sites for decommissioning. As ofJune 30, 2022 , we had decommissioned nearly two-thirds of the targeted cell sites and expect to substantially complete the remaining site decommissioning in the third quarter of 2022. 28
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To allow for the realization of these synergies associated with network integration, we retired certain legacy networks including the legacy Sprint CDMA network and began the orderly shut-down of the LTE network in the second quarter of 2022. Customers impacted by the decommissioning of these networks have been excluded from our customer base and postpaid account base. See Performance Measures for more details.
Restructuring
Upon the close of the Merger, we began implementing restructuring initiatives to realize cost efficiencies from the Merger. The major activities associated with the restructuring initiatives to date include:
•Contract termination costs associated with rationalization of retail stores, distribution channels, duplicative network and backhaul services and other agreements;
•Severance costs associated with the reduction of redundant processes and functions; and
•The decommissioning of certain small cell sites and distributed antenna systems to achieve Merger synergies in network costs.
For more information regarding our restructuring activities, see Note 1
2 - Restructuring Costs of the Notes to the Condensed Consolidated Financial Statements. Other Impacts Anticipated Merger Synergies As a result of our ongoing restructuring and integration activities, we expect to realize Merger synergies by eliminating redundancies within our combined network as well as other business processes and operations. For full-year 2022, we expect Merger synergies from Selling, general and administrative expense reductions of$2.3 billion to$2.4 billion , Cost of service expense reductions of$1.8 billion to$1.9 billion and avoided network expenses of$1.3 billion .
Wireline Impacts
Previously, the operation of the legacy Sprint CDMA and LTE wireless networks was supported by the legacy Sprint Wireline network. During the second quarter of 2022, we retired the legacy Sprint CDMA network and began the orderly shut-down of the LTE network. We determined that the retirement of the legacy Sprint CDMA and LTE wireless networks triggered the need to assess the Wireline long-lived assets for impairment, as these assets no longer support our wireless network and the associated customers and cash flows in a significant manner. The results of this assessment indicated that certain Wireline long-lived assets were impaired, and as a result, we recorded non-cash impairment expense of$477 million related to Wireline Property and equipment, Operating lease right-of-use assets and Other intangible assets for the three and six months endedJune 30, 2022 . We continue to provide Wireline services to existing Wireline customers.
For more information regarding this non-cash impairment, see Note 13 - Additional Financial Information of the Notes to the Condensed Consolidated Financial Statements
Cyberattack As we previously reported, we were subject to a criminal cyberattack involving unauthorized access to T-Mobile's systems. We promptly located and closed the unauthorized access to our systems. Our forensic investigation was completed inOctober 2021 . There are no material updates with respect to theAugust 2021 cyberattack and subsequent inquiries, investigations, litigations and remedial measures from our Annual Report on Form 10-K for the year endedDecember 31, 2021 , except as disclosed in Note 11 - Commitments and Contingencies . In connection with the proposed class action settlement and the separate settlements reached with a number of consumers, we recorded a total pre-tax charge of approximately$400 million in the second quarter of 2022. We expect to continue to incur additional expenses in future periods, including costs to remediate the attack, resolve inquiries by various government authorities, provide additional customer support and enhance customer protection, only some of which may be covered and reimbursable by insurance. In addition to the committed aggregate incremental spend of$150 million for data security and related technology in 2022 and 2023 under the proposed settlement agreement, we intend to commit substantial additional resources towards cybersecurity initiatives over the next several years. 29
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COVID-19 Pandemic and Other Macroeconomic Trends
The Pandemic has resulted in a widespread health crisis that has adversely affected businesses, economies and financial markets worldwide, and has caused significant volatility in theU.S. and international debt and equity markets. In addition, the Pandemic has resulted in economic uncertainty, which could affect our customers' purchasing decisions and ability to make timely payments. Current and future Pandemic-related restrictions on, or disruptions of, transportation networks and supply chain shortages could impact our ability to acquire handsets or other end user devices in amounts sufficient to meet customer demand and to obtain the equipment required to meet our current and future network build-out plans. We will continue to monitor the Pandemic and its impacts and may adjust our actions as needed to continue to provide our products and services to our communities and employees.
As a critical communications infrastructure provider as designated by the government, our focus has been on providing crucial connectivity to our customers and impacted communities while ensuring the safety and well-being of our employees.
Other macroeconomic trends may result in adverse impacts on our business, and we continue to monitor the potential impacts of, for example, higher inflation, potential for economic recession and changes in theFederal Reserve's monetary policy, as well as geopolitical risks, including the war inUkraine . Such scenarios and uncertainties may affect, among others, expected credit loss activity as well as certain fair value estimates. 30
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Table of Contents Results of Operations
Set forth below is a summary of our consolidated financial results:
Three Months Ended Six Months Ended
June 30, Change June 30, Change
(in millions) 2022 2021 $ % 2022 2021 $ %
Revenues
Postpaid revenues $ 11,445 $ 10,492 $ 953 9 % $ 22,646 $ 20,795 $ 1,851 9 %
Prepaid revenues 2,469 2,427 42 2 % 4,924 4,778 146 3 %
Wholesale and other
service revenues 1,402 1,573 (171) (11) % 2,874 3,111 (237) (8) %
Total service revenues 15,316 14,492 824 6 % 30,444 28,684 1,760 6 %
Equipment revenues 4,130 5,215 (1,085) (21) % 8,824 10,561 (1,737) (16) %
Other revenues 255 243 12 5 % 553 464 89 19 %
Total revenues 19,701 19,950 (249) (1) % 39,821 39,709 112 - %
Operating expenses
Cost of services,
exclusive of depreciation
and amortization shown
separately below 4,060 3,491 569 16 % 7,787 6,875 912 13 %
Cost of equipment sales,
exclusive of depreciation
and amortization shown
separately below 5,108 5,453 (345) (6) % 11,054 10,595 459 4 %
Selling, general and
administrative 5,856 4,823 1,033 21 % 10,912 9,628 1,284 13 %
Impairment expense 477 - 477 NM 477 - 477 NM
Depreciation and
amortization 3,491 4,077 (586) (14) % 7,076 8,366 (1,290) (15) %
Total operating expenses 18,992 17,844 1,148 6 % 37,306 35,464 1,842 5 %
Operating income 709 2,106 (1,397) (66) % 2,515 4,245 (1,730) (41) %
Other expense, net
Interest expense, net (851) (850) (1) - % (1,715) (1,685) (30) 2 %
Other expense, net (21) (1) (20) 2,000 % (32) (126) 94 (75) %
Total other expense, net (872) (851) (21) 2 % (1,747) (1,811) 64 (4) %
(Loss) income before
income taxes (163) 1,255 (1,418) (113) % 768 2,434 (1,666) (68) %
Income tax benefit
(expense) 55 (277) 332 (120) % (163) (523) 360 (69) %
Net (loss) income $ (108) $ 978 $ (1,086) (111) % $ 605 $ 1,911 $ (1,306) (68) %
Statement of Cash Flows
Data
Net cash provided by
operating activities $ 4,209 $ 3,779 $ 430 11 % $ 8,054 $ 7,440 $ 614 8 %
Net cash used in
investing activities (2,559) (2,083) (476) 23 % (7,651) (13,322) 5,671 (43) %
Net cash (used in)
provided by financing
activities (1,744) (577) (1,167) 202 % (3,880) 3,297 (7,177) (218) %
Non-GAAP Financial
Measures
Adjusted EBITDA 7,004 6,906 98 1 % 13,954 13,811 143 1 %
Core Adjusted EBITDA 6,618 5,992 626 10 % 13,081 11,856 1,225 10 %
Free Cash Flow 1,758 1,671 87 5 % 3,407 2,975 432 15 %
NM - Not Meaningful
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The following discussion and analysis is for the three and six months ended
Total revenues decreased$249 million , or 1%, for the three months ended and was relatively flat for the six months endedJune 30, 2022 . The components of these changes are discussed below. Postpaid revenues increased$953 million , or 9%, for the three months ended and increased$1.9 billion , or 9%, for the six months endedJune 30, 2022 , primarily from:
•Higher average postpaid accounts; and
•Higher postpaid ARPA. See "Postpaid ARPA" in the " Performance Measures
"
section of this MD&A.
Prepaid revenues increased
The increase for the three months ended
•Higher average prepaid customers; and
•Higher prepaid ARPU. See "Prepaid ARPU" in the " Performance Measures " section of this MD&A.
The increase for the six months ended
•Higher prepaid ARPU. See "Prepaid ARPU" in the " Performance Measures " section of this MD&A; and
•Higher average prepaid customers.
Wholesale and other service revenues decreased$171 million , or 11%, for the three months ended and decreased$237 million , or 8%, for the six months endedJune 30, 2022 , primarily from:
•Lower advertising and wireline revenues; partially offset by
•Higher Lifeline revenues.
Equipment revenues decreased
The decrease for the three months ended
•A decrease of$528 million in lease revenues and a decrease of$196 million in customer purchases of leased devices primarily due to a lower number of customer devices under lease as a result of the continued strategic shift from device financing from leasing to EIP; and
•A decrease of
•Lower average revenue per device sold, driven primarily by higher promotions, which included promotions for Sprint customers to facilitate their migration to the T-Mobile network; partially offset by
•An increase in the number of devices sold, including to facilitate the migration of Sprint customers to the T-Mobile network.
The decrease for the six months ended
•A decrease of$1.1 billion in lease revenues and a decrease of$336 million in customer purchases of leased devices primarily due to a lower number of customer devices under lease as a result of the continued strategic shift from device financing from leasing to EIP; and
•A decrease of
•Lower average revenue per device sold, driven primarily by higher promotions, which included promotions for Sprint customers to facilitate their migration to the T-Mobile network, partially offset by an increase in the high-end device mix; partially offset by
•An increase in the number of devices sold, including to facilitate the migration of Sprint customers to the T-Mobile network.
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Other revenues were essentially flat for the three months ended and increased
The increase for the six months ended
•Higher revenue from our device recovery program; and
•Higher interest income on our EIP receivables.
Total operating expenses increased$1.1 billion , or 6%, for the three months ended and increased$1.8 billion , or 5%, for the six months endedJune 30, 2022 . The components of this change are discussed below. Cost of services, exclusive of depreciation and amortization, increased$569 million , or 16%, for the three months ended and increased$912 million , or 13%, for the six months endedJune 30, 2022 .
The increase for the three months ended
•An increase of
•Higher site costs related to the continued build-out of our nationwide 5G network; partially offset by
•Higher realized Merger synergies.
The increase for the six months ended
•An increase of
•Higher lease expenses related to a new tower master lease agreement. See
Note
10 - Leases of the Notes to the Condensed Consolidated Financial Statements for additional information; and
•Higher site costs related to the continued build-out of our nationwide 5G network; partially offset by
•Higher realized Merger synergies.
Cost of equipment sales, exclusive of depreciation and amortization, decreased$345 million , or 6%, for the three months ended and increased$459 million , or 4%, for the six months endedJune 30, 2022 .
The decrease for the three months ended
•A decrease of
•A decrease of
•Lower average costs per device sold; partially offset by
•An increase in the number of devices sold, driven by devices sold to facilitate the migration of Sprint customers to the T-Mobile network.
•Merger-related costs, primarily to facilitate the migration of Sprint customers to the T-Mobile network, were$459 million for the three months endedJune 30, 2022 , compared to$87 million for the three months endedJune 30, 2021 .
The increase for the six months ended
•An increase of
•An increase in the number of devices sold, including devices sold to facilitate the migration of Sprint customers to the T-Mobile network; and
•Higher average costs per device sold due to an increase in the high-end device mix; partially offset by
•A decrease of
•Merger-related costs, primarily to facilitate the migration of Sprint customers to the T-Mobile network, were$1.2 billion for the six months endedJune 30, 2022 , compared to$104 million for the six months endedJune 30, 2021 . 33
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Selling, general and administrative expenses increased$1.0 billion , or 21%, for the three months ended and increased$1.3 billion , or 13%, for the six months endedJune 30, 2022 .
The increase for the three months ended
•Higher legal-related expenses, including the settlement of certain litigation
associated with the
•Higher bad debt expense driven by higher receivable balances, as well as normalization relative to muted Pandemic levels a year ago and estimated potential future macroeconomic impacts; partially offset by
•Higher realized Merger synergies.
•Selling, general and administrative expenses for the three months endedJune 30, 2022 , included$248 million of Merger-related costs primarily related to integration and restructuring, compared to$251 million of Merger-related costs for the three months endedJune 30, 2021 .
The increase for the six months ended
•Higher legal-related expenses, including the settlement of certain litigation
associated with the
•Higher bad debt expense driven by higher receivable balances, as well as normalization relative to muted Pandemic levels a year ago and estimated potential future macroeconomic impacts; partially offset by
•Lower Merger-related costs and higher realized Merger synergies.
•Selling, general and administrative expenses for the six months endedJune 30, 2022 , included$303 million of Merger-related costs primarily related to integration, restructuring and legal-related expenses, offset by legal settlement gains, compared to$396 million of Merger-related costs for the six months endedJune 30, 2021 . Impairment expense was$477 million for the three and six months endedJune 30, 2022 , due to the non-cash impairment of certain Wireline Property and equipment, Operating lease right-of-use assets and Other intangible assets. See Note 13 - Additional Financial Information of the Notes to the Condensed Consolidated Financial Statements for additional information. There was no impairment expense for the three and six months endedJune 30, 2021 .
Depreciation and amortization decreased
•Lower depreciation expense on leased devices resulting from a lower number of total customer devices under lease; and
•Certain 4G-related network assets becoming fully depreciated, including assets impacted by the decommissioning of the legacy Sprint CDMA and LTE networks; partially offset by
•Higher depreciation expense, excluding leased devices, from the continued build-out of our nationwide 5G network.
Operating income, the components of which are discussed above, decreased$1.4 billion , or 66%, for the three months ended and decreased$1.7 billion , or 41%, for the six months endedJune 30, 2022 .
Interest expense, net was essentially flat.
Other expense, net was essentially flat for the three months ended and decreased$94 million , or 75%, for the six months ended,June 30, 2022 . The decrease for the six months endedJune 30, 2022 , was primarily from lower losses on the extinguishment of debt. (Loss) income before income taxes, the components of which are discussed above, was a loss of$163 million and income of$1.3 billion for the three months endedJune 30, 2022 and 2021, respectively, and was income of$768 million and$2.4 billion for the six months endedJune 30, 2022 and 2021, respectively. 34
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Income tax expense decreased
The decrease for the three months ended
•A loss before income taxes for the three months ended
•Reduced benefits from state law changes.
Our effective tax rate was 33.6% and 22.0% for the three months ended
The decrease for the six months ended
•Lower Income before income taxes; partially offset by
•A decrease in excess tax benefits related to the vesting of restricted stock awards; and
•Reduced benefits from state law changes.
Our effective tax rate was 21.2% and 21.5% for the six months ended
Net (loss) income, the components of which are discussed above, was a loss of$108 million and income of$978 million for the three months endedJune 30, 2022 and 2021, respectively, and was income of$605 million and$1.9 billion for the six months endedJune 30, 2022 and 2021, respectively, and included the following: •Merger-related costs, net of tax, of$1.3 billion and$2.3 billion for the three and six months endedJune 30, 2022 , respectively, compared to$453 million and$673 million for the three and six months endedJune 30, 2021 , respectively. •Impairment expense of$358 million , net of tax, for the three and six months endedJune 30, 2022 , compared to no impairment expense for the three and six months endedJune 30, 2021 . •Legal-related expenses, including from the impact of the settlement of certain litigation associated with theAugust 2021 cyberattack, of$300 million , net of tax, for the three and six months endedJune 30, 2022 .
Guarantor Financial Information
In connection with our Merger with Sprint, we assumed certain registered debt to third parties issued by Sprint,Sprint Communications LLC , formerly known asSprint Communications, Inc. ("Sprint Communications ") andSprint Capital Corporation (collectively, the "Sprint Issuers").
Pursuant to the applicable indentures and supplemental indentures, the Senior
Notes to affiliates and third parties issued by
Pursuant to the applicable indentures and supplemental indentures, the Senior Secured Notes to third parties issued byT-Mobile USA, Inc. are fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by Parent and the Guarantor Subsidiaries, except for the guarantees of Sprint,Sprint Communications andSprint Capital Corporation , which are provided on a senior unsecured basis. The guarantees of the Guarantor Subsidiaries are subject to release in limited circumstances only upon the occurrence of certain customary conditions. The indentures, supplemental indentures and credit agreements governing the long-term debt contain covenants that, among other things, limit the ability of the Issuers or borrowers and the Guarantor Subsidiaries to incur more debt, pay dividends and make distributions, make certain investments, repurchase stock, create liens or other encumbrances, enter into transactions with affiliates, enter into transactions that restrict dividends or distributions from subsidiaries, and merge, consolidate or sell, or otherwise dispose of, substantially all of their assets. Certain provisions of each of the credit agreements, indentures and supplemental indentures relating to the long-term debt restrict the ability of the Issuers or borrowers to loan funds or make payments to Parent. However, the Issuers or borrowers and Guarantor Subsidiaries are allowed to make certain permitted payments to Parent under the terms of the indentures, supplemental indentures and credit agreements. 35
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Table of Contents Basis of Presentation The following tables include summarized financial information of the obligor groups of debt issued byT-Mobile USA, Inc. , Sprint,Sprint Communications andSprint Capital Corporation . The summarized financial information of each obligor group is presented on a combined basis with balances and transactions within the obligor group eliminated. Investments in and the equity in earnings of non-guarantor subsidiaries, which would otherwise be consolidated in accordance with GAAP, are excluded from the below summarized financial information pursuant to SEC Regulation S-X Rule 13-01.
The summarized balance sheet information for the consolidated obligor group of
debt issued by
June 30, 2022 December 31, 2021
Current assets $ 16,117 $ 19,522
Noncurrent assets 181,340 174,980
Current liabilities 19,093 22,195
Noncurrent liabilities 121,028 115,126
Due to non-guarantors 7,780 8,208
Due to related parties 1,553 3,842
The summarized results of operations information for the consolidated obligor
group of debt issued by
Six Months Ended Year Ended
(in millions) June 30, 2022 December 31, 2021
Total revenues $ 38,552 $ 78,538
Operating income 710 3,835
Net (loss) income (916) 402
Revenue from non-guarantors 1,189 1,769
Operating expenses to non-guarantors 1,313 2,655
Other expense to non-guarantors (99) (148)
The summarized balance sheet information for the consolidated obligor group of
debt issued by Sprint and Sprint Communications is presented in the table below:
(in millions) June 30, 2022 December 31, 2021
Current assets $ 8,313 $ 11,969
Noncurrent assets 10,366 10,347
Current liabilities 12,060 15,136
Noncurrent liabilities 69,562 70,262
Due from non-guarantors 1,146 1,787
Due to related parties 1,553 3,842
The summarized results of operations information for the consolidated obligor
group of debt issued by Sprint and Sprint Communications is presented in the
table below:
Six Months Ended Year Ended
(in millions) June 30, 2022 December 31, 2021
Total revenues $ 3 $ 7
Operating loss (1,136) (751)
Net loss (1,593) (2,161)
Other income, net, from non-guarantors 616 1,706
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The summarized balance sheet information for the consolidated obligor group of debt issued bySprint Capital Corporation is presented in the table below: (in millions) June 30, 2022 December 31, 2021 Current assets$ 8,313 $ 11,969 Noncurrent assets 19,357 19,375 Current liabilities 12,132 15,208 Noncurrent liabilities 74,976 75,753 Due from non-guarantors 10,137 10,814 Due to related parties 1,553 3,842 The summarized results of operations information for the consolidated obligor group of debt issued bySprint Capital Corporation is presented in the table below: Six Months Ended Year Ended (in millions) June 30, 2022 December 31, 2021 Total revenues $ 3 $ 7 Operating loss (1,136) (751) Net loss (1,552) (2,590) Other income, net, from non-guarantors 804 2,076
Affiliates Whose Securities Collateralize the Senior Secured Notes
The collateral arrangements relating to securities of affiliates that collateralize the Senior Secured Notes are the same as those described in the section entitled "Affiliates Whose Securities Collateralize the Notes and the Guarantees" in the Company's Registration Statement on Form S-4/A filed with theSEC onApril 22, 2022 , which section is incorporated herein by reference. The assets, liabilities and results of operations of the combined affiliates whose securities are pledged as collateral are not materially different than the corresponding amounts presented in the condensed consolidated financial statements of the Company.
Performance Measures
In managing our business and assessing financial performance, we supplement the information provided by our condensed consolidated financial statements with other operating or statistical data and non-GAAP financial measures. These operating and financial measures are utilized by our management to evaluate our operating performance and, in certain cases, our ability to meet liquidity requirements. Although companies in the wireless industry may not define each of these measures in precisely the same way, we believe that these measures facilitate comparisons with other companies in the wireless industry on key operating and financial measures.
Total Postpaid Accounts
A postpaid account is generally defined as a billing account number that
generates revenue. Postpaid accounts generally consist of customers that are
qualified for postpaid service utilizing phones, High Speed Internet, wearables,
DIGITS or other connected devices, which include tablets and SyncUp products,
where they generally pay after receiving service.
As of June 30, Change
(in thousands) 2022 2021 # %
Total postpaid customer accounts (1) (2) 27,818 26,363 1,455 6 %
(1) Customers impacted by the decommissioning of the legacy Sprint CDMA and LTE and T-Mobile UMTS networks have been excluded from our postpaid account base resulting in the removal of 57,000 postpaid accounts in the first quarter of 2022 and 69,000 postpaid accounts in the second quarter of 2022.
(2) In the first quarter of 2021, we acquired 4,000 postpaid accounts through our acquisition of an affiliate.
Total postpaid customer accounts increased 1,455,000, or 6%, primarily due to continued growth in High Speed Internet.
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Postpaid Net Account Additions
The following table sets forth the number of postpaid net account additions:
Three Months Ended Six Months Ended
June 30, Change June 30, Change
(in thousands) 2022 2021 # % 2022 2021 # %
Postpaid net account
additions 380 348 32 9 % 728 605 123 20 %
Postpaid net account additions increased 32,000, or 9%, for the three months
ended and increased 123,000, or 20%, for the six months ended June 30, 2022 ,
primarily due to continued growth in High Speed Internet.
Customers
A customer is generally defined as a SIM number with a unique T-Mobile identifier which is associated with an account that generates revenue. Customers are qualified either for postpaid service utilizing phones, High Speed Internet, wearables, DIGITS or other connected devices, which include tablets and SyncUp products, where they generally pay after receiving service, or prepaid service, where they generally pay in advance of receiving service.
The following table sets forth the number of ending customers:
As of June 30, Change
(in thousands) 2022 2021 # %
Customers, end of period
Postpaid phone customers (1) (2) 71,053 68,029 3,024 4 %
Postpaid other customers (1) (2) 17,734 15,819 1,915 12 %
Total postpaid customers 88,787 83,848 4,939 6 %
Prepaid customers 21,236 20,941 295 1 %
Total customers 110,023 104,789 5,234 5 %
Adjustments to customers (1) (2) (1,878) 12 (1,890) NM
(1) The total base adjustment in the second quarter of 2022 was a reduction of 1,320,000 total customers. Customers impacted by the decommissioning of the legacy Sprint CDMA and LTE and T-Mobile UMTS networks have been excluded from our customer base resulting in the removal of 212,000 postpaid phone customers and 349,000 postpaid other customers in the first quarter of 2022 and 284,000 postpaid phone customers, 946,000 postpaid other customers and 28,000 prepaid customers in the second quarter of 2022. In connection with our acquisition of companies, we included a base adjustment in the first quarter of 2022 to increase postpaid phone customers by 17,000 and reduce postpaid other customers by 14,000. Certain customers now serviced through reseller contracts were removed from our reported postpaid customer base resulting in the removal of 42,000 postpaid phone customers and 20,000 postpaid other customers in the second quarter of 2022.
(2) In the first quarter of 2021, we acquired 11,000 postpaid phone customers and 1,000 postpaid other customers through our acquisition of an affiliate.
NM - Not Meaningful
Total customers increased 5,234,000, or 5%, primarily from:
•Higher postpaid phone customers, primarily due to growth in new customer account relationships;
•Higher postpaid other customers, primarily due to growth in other connected devices, including growth in High Speed Internet and wearable products; and
•Higher prepaid customers, primarily due to the continued success of our prepaid business due to promotional activity and rate plan offers; partially offset by lower prepaid industry demand associated with continued industry shift to postpaid plans.
Total customers included High Speed Internet customers of 1,544,000 and 288,000
as of
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The following table sets forth the number of net customer additions:
Three Months Ended Six Months Ended
June 30, Change June 30, Change
(in thousands) 2022 2021 # % 2022 2021 # %Net customer additions
Postpaid phone customers 723 627 96 15 % 1,312 1,400 (88) (6) % Postpaid other customers 933 649 284 44 % 1,662 1,086 576 53 % Total postpaid customers 1,656 1,276 380 30 % 2,974 2,486 488 20 % Prepaid customers 146 76 70 92 % 208 227 (19) (8) % Total customers 1,802 1,352 450 33 % 3,182 2,713 469 17 % Adjustments to customers (1,320) - (1,320) NM (1,878) 12 (1,890) NM NM - Not Meaningful
Total net customer additions increased 450,000, or 33%, for the three months
ended and increased 469,000, or 17%, for the six months ended
The increase for the three months ended
•Higher postpaid other net customer additions primarily due to an increase in High Speed Internet net customer additions;
•Higher postpaid phone net customer additions primarily due to higher gross additions driven by growth in new customer account relationships and lower churn, partially offset by lower migrations of prepaid to postpaid plans; and
•Higher prepaid net customer additions primarily due to the introduction of our High Speed Internet offering, higher gross additions, lower churn and lower migrations to postpaid plans.
•High Speed Internet net customer additions included in postpaid other net customer additions were 497,000 and 95,000 for the three months endedJune 30, 2022 and 2021, respectively. High Speed Internet net customer additions included in prepaid net customer additions were 63,000 for the three months endedJune 30, 2022 . Our prepaid High Speed Internet launch was in the first quarter of 2022, therefore there were no prepaid High Speed Internet net customer additions for the three months endedJune 30, 2021 .
The increase for the six months ended
•Higher postpaid other net customer additions primarily due to an increase in High Speed Internet net customer additions, connected devices and wearables; partially offset by •Lower postpaid phone net customer additions driven by a focus on deepening Sprint customer relationships in the prior year in order to decrease churn, as Sprint customers historically had fewer lines per account, partially offset by lower churn; and •Lower prepaid net customer additions associated with the continued industry shift to postpaid plans, partially offset by the introduction of our High Speed Internet offering and lower churn. •High Speed Internet net customer additions included in postpaid other net customer additions were 826,000 and 188,000 for the six months endedJune 30, 2022 and 2021, respectively. High Speed Internet net customer additions included in prepaid net customer additions were 72,000 for the six months endedJune 30, 2022 . Our prepaid High Speed Internet launch was in the first quarter of 2022, therefore there were no prepaid High Speed Internet net customer additions for the six months endedJune 30, 2021 . 39
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Table of Contents Churn Churn represents the number of customers whose service was disconnected as a percentage of the average number of customers during the specified period further divided by the number of months in the period. The number of customers whose service was disconnected is presented net of customers that subsequently have their service restored within a certain period of time. We believe that churn provides management, investors and analysts with useful information to evaluate customer retention and loyalty.
The following table sets forth the churn:
Three Months Ended Six Months Ended
June 30, Change June 30, Change
2022 2021 2022 2021
Postpaid phone churn 0.80 % 0.87 % -7 bps 0.86 % 0.92 % -6 bps
Prepaid churn 2.58 % 2.62 % -4 bps 2.62 % 2.70 % -8 bps
Postpaid phone churn decreased 7 basis points for three months ended and
decreased 6 basis points for the six months ended
•Reduced Sprint churn as we progress through the integration process; partially offset by
•More normalized switching activity and payment performance relative to the muted Pandemic-driven conditions a year ago. Prepaid churn decreased 4 basis points for the three months ended and decreased 8 basis points for the six months endedJune 30, 2022 , primarily from:
•Promotional activity; partially offset by
•More normalized switching activity relative to the muted Pandemic-driven conditions a year ago.
Average Revenue Per Account
Average Revenue per Account ("ARPA") represents the average monthly postpaid
service revenue earned per account. We believe postpaid ARPA provides
management, investors and analysts with useful information to assess and
evaluate our postpaid service revenue realization and assist in forecasting our
future postpaid service revenues on a per account basis. We consider postpaid
ARPA to be indicative of our revenue growth potential given the increase in the
average number of postpaid phone customers per account and increases in postpaid
other customers, including High Speed Internet, wearables, DIGITS or other
connected devices, which include tablets and SyncUp products.
The following table sets forth our operating measure ARPA:
Three Months Ended Six Months Ended
June 30, Change June 30, Change
(in dollars) 2022 2021 $ % 2022 2021 $ %
Postpaid ARPA $ 137.92 $ 133.55 $ 4.37 3 % $ 137.23 $ 133.23 $ 4.00 3 %
Postpaid ARPA increased
•Higher premium services, including Magenta Max; and
•An increase in customers per account, including from the success of High Speed Internet.
Average Revenue Per User
ARPU represents the average monthly service revenue earned from customers. We
believe ARPU provides management, investors and analysts with useful information
to assess and evaluate our service revenue per customer and assist in
forecasting our future service revenues generated from our customer base.
Postpaid phone ARPU excludes postpaid other customers and related revenues,
which include High Speed Internet, wearables, DIGITS and other connected devices
such as tablets and SyncUp products.
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The following table sets forth our operating measure ARPU:
Three Months Ended Six Months Ended
June 30, Change June 30, Change
(in dollars) 2022 2021 $ % 2022 2021 $ %
Postpaid phone ARPU $ 48.96 $ 47.61 $ 1.35 3 % $ 48.69 $ 47.45 $ 1.24 3 %
Prepaid ARPU 38.71 38.53 0.18 - % 38.95 38.17 0.78 2 %
Postpaid Phone ARPU
Postpaid phone ARPU increased
•Higher premium services, including Magenta Max.
Prepaid ARPU
Prepaid ARPU increased slightly for the three and six months ended
•Higher premium services; partially offset by
•Increased promotional activity.
Adjusted EBITDA and Core Adjusted EBITDA
Adjusted EBITDA represents earnings before Interest expense, net of Interest
income, Income tax expense, Depreciation and amortization, stock-based
compensation and certain income and expenses not reflective of our ongoing
operating performance. Core Adjusted EBITDA represents Adjusted EBITDA less
device lease revenues. Adjusted EBITDA margin represents Adjusted EBITDA divided
by Service revenues. Core Adjusted EBITDA margin represents Core Adjusted EBITDA
divided by Service revenues.
Adjusted EBITDA, Adjusted EBITDA margin, Core Adjusted EBITDA and Core Adjusted
EBITDA margin are non-GAAP financial measures utilized by our management to
monitor the financial performance of our operations. We use Adjusted EBITDA
internally as a measure to evaluate and compensate our personnel and management
for their performance. We use Adjusted EBITDA and Core Adjusted EBITDA as
benchmarks to evaluate our operating performance in comparison to our
competitors. Management believes analysts and investors use Adjusted EBITDA and
Core Adjusted EBITDA as supplemental measures to evaluate overall operating
performance and facilitate comparisons with other wireless communications
services companies because they are indicative of our ongoing operating
performance and trends by excluding the impact of interest expense from
financing, non-cash depreciation and amortization from capital investments,
stock-based compensation, Merger-related costs, including network
decommissioning costs, impairment expense and certain legal-related expenses, as
they are not indicative of our ongoing operating performance, as well as certain
nonrecurring income and expenses. Management believes analysts and investors use
Core Adjusted EBITDA because it normalizes for the transition in the Company's
device financing strategy, by excluding the impact of device lease revenues from
Adjusted EBITDA, to align with the exclusion of the related depreciation expense
on leased devices from Adjusted EBITDA. Adjusted EBITDA, Adjusted EBITDA margin,
Core Adjusted EBITDA and Core Adjusted EBITDA margin have limitations as
analytical tools and should not be considered in isolation or as substitutes for
income from operations, net income or any other measure of financial performance
reported in accordance with GAAP.
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The following table illustrates the calculation of Adjusted EBITDA and Core
Adjusted EBITDA and reconciles Adjusted EBITDA and Core Adjusted EBITDA to Net
(loss) income, which we consider to be the most directly comparable GAAP
financial measure:
Three Months Ended Six Months Ended
June 30, Change June 30, Change
(in millions) 2022 2021 $ % 2022 2021 $ %
Net (loss) income $ (108) $ 978 $ (1,086) (111) % $ 605 $ 1,911 $ (1,306) (68) %
Adjustments:
Interest expense, net 851 850 1 - % 1,715 1,685 30 2 %
Other expense, net 21 1 20 2,000 % 32 126 (94) (75) %
Income tax (benefit)
expense (55) 277 (332) (120) % 163 523 (360) (69) %
Operating income 709 2,106 (1,397) (66) % 2,515 4,245 (1,730) (41) %
Depreciation and
amortization 3,491 4,077 (586) (14) % 7,076 8,366 (1,290) (15) %
Stock-based compensation
(1) 149 129 20 16 % 285 259 26 10 %
Merger-related costs 1,668 611 1,057 173 % 3,081 909 2,172 239 %
Impairment expense 477 - 477 NM 477 - 477 NM
Legal-related expenses
(2) 400 - 400 NM 400 - 400 NM
Other, net (3) 110 (17) 127 (747) % 120 32 88 275 %
Adjusted EBITDA 7,004 6,906 98 1 % 13,954 13,811 143 1 %
Lease revenues (386) (914) 528 (58) % (873) (1,955) 1,082 (55) %
Core Adjusted EBITDA $ 6,618 $ 5,992 $ 626 10 % $ 13,081 $ 11,856 $ 1,225 10 %
Net (loss) income margin
(Net (loss) income
divided by Service
revenues) (1) % 7 % -800 bps 2 % 7 % -500 bps
Adjusted EBITDA margin
(Adjusted EBITDA divided
by Service revenues) 46 % 48 % -200 bps 46 % 48 % -200 bps
Core Adjusted EBITDA
margin (Core Adjusted
EBITDA divided by Service
revenues) 43 % 41 % 200 bps 43 % 41 % 200 bps
(1)Stock-based compensation includes payroll tax impacts and may not agree with
stock-based compensation expense in the condensed consolidated financial
statements. Additionally, certain stock-based compensation expenses associated
with the Transactions have been included in Merger-related costs.
(2)Legal-related expenses consists of the settlement of certain litigation
associated with the
(3)Other, net, primarily consists of certain severance, restructuring and other expenses and income not directly attributable to the Merger which would not be expected to reoccur or are not reflective of T-Mobile's ongoing operating performance, and are, therefore, excluded from Adjusted EBITDA and Core Adjusted EBITDA. Core Adjusted EBITDA increased$626 million , or 10%, for the three months ended and increased$1.2 billion , or 10%, for the six months endedJune 30, 2022 . The components comprising Core Adjusted EBITDA are discussed further above.
The increase for the three months ended
•Higher Total service revenues;
•Lower Cost of equipment sales, excluding Merger-related costs; and
•Lower Cost of services, excluding Merger-related costs; partially offset by
•Lower Equipment revenues, excluding lease revenues; and
•Higher Selling, general and administrative expenses, excluding Merger-related costs and other special expense items.
The increase for the six months ended
•Higher Total service revenues;
•Lower Cost of equipment sales, excluding Merger-related costs; and
•Lower Cost of services, excluding Merger-related costs; partially offset by
•Higher Selling, general and administrative expenses, excluding Merger-related costs and other special expense items; and
•Lower Equipment revenues, excluding lease revenues.
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Adjusted EBITDA was relatively flat for the three and six months endedJune 30, 2022 . The slight increases were primarily due to the fluctuations in Core Adjusted EBITDA, discussed above, including changes in Lease revenues. Lease revenues decreased$528 million for the three months ended and decreased$1.1 billion for the six months endedJune 30, 2022 .
Liquidity and Capital Resources
Our principal sources of liquidity are our cash and cash equivalents and cash generated from operations, proceeds from issuance of debt, financing leases, the sale of certain receivables and the Revolving Credit Facility (as defined below). Further, the incurrence of additional indebtedness may inhibit our ability to incur new debt under the terms governing our existing and future indebtedness, which may make it more difficult for us to incur new debt in the future to finance our business strategy.
Cash Flows
The following is a condensed schedule of our cash flows:
Three Months Ended Six Months Ended
June 30, Change June 30, Change
(in millions) 2022 2021 $ % 2022 2021 $ %
Net cash provided by
operating activities $ 4,209 $ 3,779 $ 430 11 % $ 8,054 $ 7,440 $ 614 8 %
Net cash used in investing
activities (2,559) (2,083) (476) 23 % (7,651) (13,322) 5,671 (43) %
Net cash (used in)
provided by financing
activities (1,744) (577) (1,167) 202 % (3,880) 3,297 (7,177) (218) %
Operating Activities
Net cash provided by operating activities increased $430 million , or 11%, for
the three months ended and increased $614 million , or 8%, for the six months
ended June 30, 2022 .
The increase for the three months ended
•A$1.5 billion decrease in net cash outflows from changes in working capital, primarily due to lower use of cash from Operating lease right-of-use assets, Equipment installment plan receivables, Accounts receivable, Short- and long-term operating lease liabilities and Other current and long-term liabilities, partially offset by higher use of cash from Inventories; partially offset by
•A
•Net cash provided by operating activities includes the impact of$907 million and$190 million in net payments for Merger-related costs for the three months endedJune 30, 2022 and 2021, respectively.
The increase for the six months ended
•A$2.5 billion decrease in net cash outflows from changes in working capital, primarily due to lower use of cash from Accounts payable and accrued liabilities, Short- and long-term operating lease liabilities, Operating lease right-of-use assets and Equipment installment plan receivables, partially offset by higher use of cash from Accounts receivable and Inventories; partially offset by
•A
•Net cash provided by operating activities includes the impact of$1.8 billion and$467 million in net payments for Merger-related costs for the six months endedJune 30, 2022 and 2021, respectively.
Investing Activities
Net cash used in investing activities increased$476 million , or 23%, for the three months ended and decreased$5.7 billion , or 43%, for the six months endedJune 30, 2022 .
The use of cash for the three months ended
•$3.6 billion in Purchases of property and equipment, including capitalized
interest, from the accelerated build-out of our nationwide 5G network, including
from network integration related to the Merger; partially offset by
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•$1.1 billion in Proceeds related to beneficial interests in securitization transactions.
The use of cash for the six months ended
•$7.0 billion in Purchases of property and equipment, including capitalized interest, from the accelerated build-out of our nationwide 5G network, including from network integration related to the Merger; and •$3.0 billion in Purchases of spectrum licenses and other intangible assets, including deposits, primarily due to$2.8 billion paid for spectrum licenses won at the conclusion of Auction 110 inFebruary 2022 ; partially offset by
•$2.3 billion in Proceeds related to beneficial interests in securitization transactions.
Financing Activities Net cash used in financing activities increased$1.2 billion , or 202%, for the three months endedJune 30, 2022 , and increased$7.2 billion from a net source of cash for the six months endedJune 30, 2021 , to a net use of cash for the six months endedJune 30, 2022 .
The use of cash for the three months ended
•$288 million in Repayments of financing lease obligations.
The use of cash for the six months ended
•$3.0 billion in Repayments of long-term debt;
•$590 million in Repayments of financing lease obligations; and
•$215 million in Tax withholdings on share-based awards.
Cash and Cash Equivalents
As of
Free Cash Flow
Free Cash Flow represents Net cash provided by operating activities less cash
payments for Purchases of property and equipment, including Proceeds from sales
of tower sites and Proceeds related to beneficial interests in securitization
transactions, less Cash payments for debt prepayment or debt extinguishment.
Free Cash Flow is a non-GAAP financial measure utilized by management, investors
and analysts of our financial information to evaluate cash available to pay debt
and provide further investment in the business.
The table below provides a reconciliation of Free Cash Flow to Net cash provided
by operating activities, which we consider to
be the most directly comparable GAAP financial measure.
Three Months Ended Six Months Ended
June 30, Change June 30, Change
(in millions) 2022 2021 $ % 2022 2021 $ %
Net cash provided by
operating activities $ 4,209 $ 3,779 $ 430 11 % $ 8,054 $ 7,440 $ 614 8 %
Cash purchases of
property and equipment (3,572) (3,270) (302) 9 % (6,953) (6,453) (500) 8 %
Proceeds from sales of
tower sites - 31 (31) (100) % - 31 (31) (100) %
Proceeds related to
beneficial interests in
securitization
transactions 1,121 1,137 (16) (1) % 2,306 2,028 278 14 %
Cash payments for debt
prepayment or debt
extinguishment costs - (6) 6 (100) % - (71) 71 (100) %
Free Cash Flow $ 1,758 $ 1,671 $ 87 5 % $ 3,407 $ 2,975 $ 432 15 %
Free Cash Flow increased
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The increase for the three months ended
•Higher Net cash provided by operating activities, as described above; partially offset by
•Higher Cash purchases of property and equipment, including capitalized interest.
•Free Cash Flow includes
The increase for the six months ended
•Higher Net cash provided by operating activities, as described above; and
•Higher Proceeds related to beneficial interests in securitization transactions; partially offset by
•Higher Cash purchases of property and equipment, including capitalized interest.
•Free Cash Flow includes
Borrowing Capacity
We maintain a revolving credit facility (the "Revolving Credit Facility") with an aggregate commitment amount of$5.5 billion . As ofJune 30, 2022 , there was no outstanding balance under the Revolving Credit Facility.
Debt Financing
As ofJune 30, 2022 , our total debt and financing lease liabilities were$73.8 billion , excluding our tower obligations, of which$68.0 billion was classified as long-term debt and$1.6 billion was classified as long-term financing lease liabilities. During the six months endedJune 30, 2022 , we repaid short- and long-term debt with an aggregate principal amount of$3.0 billion . There were no new issuances or borrowings during the six months endedJune 30, 2022 .
For more information regarding our debt financing transactions, see Note
6 - Debt of the Notes to the Condensed Consolidated Financial
Statements.
Spectrum Auction
In January 2022 , the FCC announced that we were the winning bidder of 199
licenses in Auction 110 (mid-band spectrum) for an aggregate purchase price of
$2.9 billion . At the inception of Auction 110 in September 2021 , we deposited
$100 million . We paid the FCC the remaining $2.8 billion for the licenses won in
the auction in February 2022 .
For more information regarding our spectrum licenses, see Note 4 - Spectrum License Transactions of the Notes to the Condensed Consolidated Financial Statements.
Off-Balance Sheet Arrangements
We have arrangements, as amended from time to time, to sell certain EIP accounts receivable and service accounts receivable on a revolving basis as a source of liquidity. As ofJune 30, 2022 , we derecognized net receivables of$2.3 billion upon sale through these arrangements. For more information regarding these off-balance sheet arrangements, see Note 3 - Sales of Certain Receivables of the Notes to the Condensed Consolidated Financial Statements. 45
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Future Sources and Uses of Liquidity
We may seek additional sources of liquidity, including through the issuance of additional debt, to continue to opportunistically acquire spectrum licenses or other assets in private party transactions or for the refinancing of existing long-term debt on an opportunistic basis. Excluding liquidity that could be needed for spectrum acquisitions, other assets or for any potential shareholder returns, we expect our principal sources of funding to be sufficient to meet our anticipated liquidity needs for business operations for the next 12 months as well as our longer-term liquidity needs. Our intended use of any such funds is for general corporate purposes, including for capital expenditures, spectrum purchases, opportunistic investments and acquisitions, redemption of debt, tower obligations and the execution of our integration plan. We determine future liquidity requirements, for both operations and capital expenditures, based in large part upon projected financial and operating performance, and opportunities to acquire additional spectrum. We regularly review and update these projections for changes in current and projected financial and operating results, general economic conditions, the competitive landscape and other factors. We have incurred, and will incur, substantial expenses to comply with the Government Commitments, and we are also expected to incur substantial restructuring expenses in connection with integrating and coordinating T-Mobile's and Sprint's businesses, operations, policies and procedures. See "Restructuring" of this MD&A. While we have assumed that a certain level of Merger-related expenses will be incurred, factors beyond our control, including required consultation and negotiation with certain counterparties, could affect the total amount or the timing of these expenses. These expenses could exceed the costs historically borne by us and adversely affect our financial condition and results of operations. There are a number of additional risks and uncertainties, including those due to the impact of the Pandemic, that could cause our financial and operating results and capital requirements to differ materially from our projections, which could cause future liquidity to differ materially from our assessment. The indentures, supplemental indentures and credit agreements governing our long-term debt to affiliates and third parties, excluding financing leases, contain covenants that, among other things, limit the ability of the Issuers or borrowers and the Guarantor Subsidiaries to incur more debt, pay dividends and make distributions on our common stock, make certain investments, repurchase stock, create liens or other encumbrances, enter into transactions with affiliates, enter into transactions that restrict dividends or distributions from subsidiaries, and merge, consolidate or sell, or otherwise dispose of, substantially all of their assets. Certain provisions of each of the credit agreements, indentures and supplemental indentures relating to the long-term debt to affiliates and third parties restrict the ability of the Issuers or borrowers to loan funds or make payments to Parent. However, the Issuers or borrowers are allowed to make certain permitted payments to Parent under the terms of each of the credit agreements, indentures and supplemental indentures relating to the long-term debt to affiliates and third parties. We were in compliance with all restrictive debt covenants as ofJune 30, 2022 .
Financing Lease Facilities
We have entered into uncommitted financing lease facilities with certain third parties that provide us with the ability to enter into financing leases for network equipment and services. As ofJune 30, 2022 , we have committed to$7.2 billion of financing leases under these financing lease facilities, of which$536 million and$836 million was executed during the three and six months endedJune 30, 2022 , respectively. We expect to enter into up to an additional$364 million in financing lease commitments during the year endingDecember 31, 2022 .
Capital Expenditures
Our liquidity requirements have been driven primarily by capital expenditures for spectrum licenses, the construction, expansion and upgrading of our network infrastructure and the integration of the networks, spectrum, technology, personnel and customer base of T-Mobile and Sprint. Property and equipment capital expenditures primarily relate to the integration of our network and spectrum licenses, including acquired Sprint PCS and 2.5 GHz spectrum licenses, as we build out our nationwide 5G network. We expect a reduction in capital expenditures related to these efforts following 2022. Future capital expenditure requirements will include the deployment of our recently acquired C-band and 3.45 GHz licenses.
For more information regarding our spectrum licenses, see Note 4 - Spectrum License Transactions of the Notes to the Condensed Consolidated Financial Statements.
Stockholder Returns
We have never declared or paid any cash dividends on our common stock, and we do not intend to declare or pay any cash dividends on our common stock in the foreseeable future.
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We may use cash to repurchase shares of our common stock, subject to, among other things, approval by the Board of Directors and our sufficient access to sources of liquidity, including potentially debt capital markets.
Related Party Transactions
We have related party transactions associated with DT or its affiliates in the ordinary course of business, including intercompany servicing and licensing. SoftBank and its affiliates are no longer deemed related parties to us pursuant to our Related Person Transaction Policy. As ofJuly 22, 2022 , DT and SoftBank held, directly or indirectly, approximately 48.3% and 3.2%, respectively, of the outstanding T-Mobile common stock, with the remaining approximately 48.5% of the outstanding T-Mobile common stock held by other stockholders. As a result of the Proxy, Lock-Up and ROFR Agreement, datedApril 1, 2020 , by and between DT and SoftBank and the Proxy, Lock-Up and ROFR Agreement, datedJune 22, 2020 , by and among DT,Claure Mobile LLC , andMarcelo Claure , DT has voting control, as ofJuly 22, 2022 , over approximately 51.8% of the outstanding T-Mobile common stock.
Disclosure of Iranian Activities under Section 13(r) of the Securities Exchange Act of 1934
Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012
added Section 13(r) to the Exchange Act of 1934, as amended ("Exchange
Act"). Section 13(r) requires an issuer to disclose in its annual or quarterly
reports, as applicable, whether it or any of its affiliates knowingly engaged in
certain activities, transactions or dealings relating to Iran or with designated
natural persons or entities involved in terrorism or the proliferation of
weapons of mass destruction. Disclosure is required even where the activities,
transactions or dealings are conducted outside the U.S. by non-U.S. affiliates
in compliance with applicable law, and whether or not the activities are
sanctionable under U.S. law.
As of the date of this report, we are not aware of any activity, transaction or
dealing by us or any of our affiliates for the three months ended June 30, 2022 ,
that requires disclosure in this report under Section 13(r) of the Exchange Act,
except as set forth below with respect to affiliates that we do not control and
that are our affiliates solely due to their common control with either DT or
SoftBank. We have relied upon DT and SoftBank for information regarding their
respective activities, transactions and dealings.
DT, through certain of its non-U.S. subsidiaries, is party to roaming and
interconnect agreements with the following mobile and fixed line
telecommunication providers in Iran , some of which are or may be
government-controlled entities: Irancell Telecommunications Services Company ,
Telecommunication Kish Company , Mobile Telecommunication Company of Iran , and
Telecommunication Infrastructure Company of Iran . In addition, during the three
months ended June 30, 2022 , DT, through certain of its non-U.S. subsidiaries,
provided basic telecommunications services to four customers in Germany
identified on the Specially Designated Nationals and Blocked Persons List
maintained by the U.S. Department of Treasury's Office of Foreign Assets
Control : Bank Melli , Europäisch-Iranische Handelsbank, CPG Engineering &
Commercial Services GmbH and Golgohar Trade and Technology GmbH . These services
have been terminated or are in the process of being terminated. For the three
months ended June 30, 2022 , gross revenues of all DT affiliates generated by
roaming and interconnection traffic and telecommunications services with the
Iranian parties identified herein were less than $0.1 million , and the estimated
net profits were less than $0.1 million .
In addition, DT, through certain of its non-U.S. subsidiaries that operate a
fixed-line network in their respective European home countries (in particular
Germany ), provides telecommunications services in the ordinary course of
business to the Embassy of Iran in those European countries. Gross revenues and
net profits recorded from these activities for the three months ended June 30,
2022 were less than $0.1 million . We understand that DT intends to continue
these activities.
Separately, SoftBank, through one of its non-U.S. subsidiaries, provides roaming
services in Iran through Irancell Telecommunications Services Company . During
the three months ended June 30, 2022 , SoftBank had no gross revenues from such
services and no net profit was generated. We understand that the SoftBank
subsidiary intends to continue such services. This subsidiary also provides
telecommunications services in the ordinary course of business to accounts
affiliated with the Embassy of Iran in Japan . During the three months ended
June 30, 2022 , SoftBank estimates that gross revenues and net profit generated
by such services were both under $0.1 million . We understand that the SoftBank
subsidiary is obligated under contract and intends to continue such services.
In addition, SoftBank, through one of its non-U.S. indirect subsidiaries,
provides office supplies to the Embassy of Iran in Japan . SoftBank estimates
that gross revenue and net profit generated by such services during the three
months ended June 30, 2022 , were both under $0.1 million . We understand that the
SoftBank subsidiary intends to continue such activities.
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Table of Contents
Critical Accounting Policies and Estimates
Preparation of our condensed consolidated financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the reported amounts of certain assets, liabilities, revenues and expenses, as well as related disclosure of contingent assets and liabilities. There have been no material changes to the critical accounting policies and estimates as previously disclosed in Part II, Item 8 of our Annual Report on Form 10-K for the year endedDecember 31, 2021 , and which are hereby incorporated by reference herein.
Accounting Pronouncements Not Yet Adopted
For information regarding recently issued accounting standards, see Note 1 - Summary of Significant Accounting Policies of the Notes to the Condensed Consolidated Financial Statements.
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