0001283699-14-000051.txt : 20141028 0001283699-14-000051.hdr.sgml : 20141028 20141027211651 ACCESSION NUMBER: 0001283699-14-000051 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 38 CONFORMED PERIOD OF REPORT: 20141027 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20141028 DATE AS OF CHANGE: 20141027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T-Mobile US, Inc. CENTRAL INDEX KEY: 0001283699 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 200836269 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33409 FILM NUMBER: 141175572 BUSINESS ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 800-318-9270 MAIL ADDRESS: STREET 1: 12920 SE 38TH STREET CITY: BELLEVUE STATE: WA ZIP: 98006 FORMER COMPANY: FORMER CONFORMED NAME: METROPCS COMMUNICATIONS INC DATE OF NAME CHANGE: 20040315 8-K 1 tmus09302014form8-k.htm TMUS FORM 8-K TMUS 09/30/2014 Form 8-K


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): October 27, 2014
T-MOBILE US, INC.
(Exact Name of Registrant as Specified in Charter)

 
 
 
 
 
DELAWARE
 
1-33409
 
20-0836269
(State or other jurisdiction
 
(Commission File Number)
 
(I.R.S. Employer
of incorporation or organization)
 
 
 
 Identification No.)
 
 
 
12920 SE 38th Street
 
 
Bellevue, Washington
 
98006-1350
(Address of principal executive offices)
 
(Zip Code)

Registrant’s telephone number, including area code: (425) 378-4000
(Former Name or Former Address, if Changed Since Last Report):


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item 2.02 — Results of Operations and Financial Condition
On October 27, 2014, T-Mobile US, Inc. issued a press release and Investor Factbook announcing the financial and operating results for T-Mobile US, Inc. for the quarter ended September 30, 2014. The text of the press release, Investor Factbook and accompanying financial information are attached as exhibits and incorporated herein by reference.

Item 9.01 — Financial Statements and Exhibits
The following exhibits are furnished as part of this report:
(d) Exhibits:
Exhibit
 
Description
99.1
 
Press release, dated October 27, 2014, entitled "T-Mobile US Reports Third Quarter 2014 Results, Best Quarter Ever of Branded Postpaid Net Adds and Double-Digit Percentage Service Revenue Growth"
99.2
 
Investor Factbook of T-Mobile US, Inc. Third Quarter 2014 Results

SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
T-MOBILE US, INC.
 
 
 
October 28, 2014
 
/s/ J. Braxton Carter
 
 
J. Braxton Carter
Executive Vice President and Chief Financial Officer





EX-99.1 2 tmus09302014ex991.htm TMUS EXHIBIT 99.1 TMUS 09/30/2014 EX 99.1


EXHIBIT 99.1

T-Mobile US Reports Third Quarter 2014 Results
Best Quarter Ever of Branded Postpaid Net Adds and
Double-Digit Percentage Service Revenue Growth

Third Quarter 2014 Highlights:
Biggest growth quarter in T-Mobile’s history:
Best quarter ever of branded postpaid net adds - 1.4 million
Branded postpaid phone net adds more than doubled quarter-over-quarter to 1.2 million
Branded prepaid net adds up more than four times quarter-over-quarter to 411,000
10 million total customers added over the last 6 quarters - 2.3 million in the third quarter alone
Service revenues grew 10.6% year-over-year to $5.7 billion
Best ever Average Billings Per User (ABPU) of $61.59, up 4.2% year-over-year
Adjusted EBITDA of $1.35 billion, flat year-over-year, impacted by record customer growth
With the fastest nationwide 4G LTE network:
Already reached year-end goal of covering 250 million Americans - targeting 300 million in 2015
Aggressively rolling out Wideband LTE and 4G LTE on 700 MHz A-Block and 1900 MHz PCS spectrum
Continue to lead the industry in innovation:
Un-carrier 7.0 - Wi-Fi Un-leashed: first US carrier to adopt Wi-Fi calling across all its new smartphones
iPhone 6: T-Mobile’s biggest device launch ever
Expect strong finish in 2014:
Guidance range for branded postpaid net adds increased significantly to 4.3 to 4.7 million
Guidance range for Adjusted EBITDA unchanged at $5.6 to $5.8 billion
 
 
BELLEVUE, Wash. - October 27, 2014 - T-Mobile US, Inc. (NYSE: TMUS) today reported third quarter 2014 earnings which demonstrated continued customer momentum and strong financial results.

T-Mobile reported 2.3 million total net customer additions with 1.8 million total branded net customer additions for the quarter, including branded postpaid net additions of 1.4 million and branded prepaid net additions of 411,000. The strong branded postpaid net addition performance resulted from continued momentum in phone gross additions, which were up 46% year-over-year.

“Despite our competitors’ best efforts, the Un-carrier revolution made huge advances in the third quarter with record net new customers,” said John Legere, President and CEO of T-Mobile. “More proof of the resurgent strength of our brand and the massive momentum behind the Un-carrier consumer movement.”

Un-Carrier Delivering Results
Since launching Un-carrier in 2013, T-Mobile has transformed the wireless industry with innovations such as No Annual Service Contracts, equipment installment plans, the JUMP! device upgrade program, free international data roaming, and lifetime free data allowances for tablets. Earlier this year, the Company launched “Contract Freedom” which reimburses Early Termination Fees (ETFs) for individuals and families who make the switch to T-Mobile and launched T-Mobile Test Drive and Music Freedom in June. In the third quarter of 2014, the Company again expanded the Un-carrier portfolio with:
Un-carrier 7.0: “Wi-Fi Unleashed”: In September 2014, T-Mobile made voice and texting available worldwide, anywhere a Wi-Fi connection is available. The program also offers postpaid customers a Personal CellSpot device free of charge to boost coverage in more areas, and also enables free in-flight texting in a partnership with Gogo. T-Mobile is the first U.S. carrier to adopt Wi-Fi calling across all of its new smartphones as well as the first to introduce nationwide Voice over LTE ("VoLTE"). Customers can experience these groundbreaking technologies, including seamless handover between Wi-Fi and VoLTE, on the Apple iPhone.

T-Mobile US, Inc.
12920 SE 38th Street
Bellevue, Washington 98006
Phone 1-800-318-9270
Internet http://www.T-Mobile.com
1



Operational and Financial Highlights for the Third Quarter of 2014
T-Mobile continues to deliver strong customer growth and ended the third quarter of 2014 with 52.9 million total customers, an increase of 2.3 million total customers from the end of the second quarter of 2014 and 10 million total customers over the last 6 quarters. With 1.8 million branded net customer additions in the quarter, the Company grew its branded customer base at a record pace. Branded postpaid net customer additions were 1.4 million, including 1.2 million phone net additions, more than double the growth in the second quarter of 2014, and 204,000 mobile broadband net additions.

T-Mobile’s branded prepaid business is expected to again lead the industry with 411,000 prepaid net customer additions in the third quarter of 2014, up more than four times versus the second quarter of 2014.

As part of the ongoing movement towards simplifying the business, the Company continued to drive the penetration of Simple Choice plans within its customer base. The portion of branded postpaid customers on Simple Choice plans was 84% at the end of the third quarter of 2014, up from 80% at the end of the second quarter of 2014.

Consistent with industry trends, T-Mobile’s customers continued to migrate to smartphones. Total smartphone sales, including sales to branded postpaid and prepaid customers, were 6.9 million units in the third quarter of 2014, or 93% of all phone units sold.

In addition to strong customer growth, T-Mobile delivered strong financial results. In the third quarter 2014, the Company again produced the fastest revenue growth in the industry in both service and total revenues. Service revenues for the third quarter of 2014 grew by 10.6% year-over-year, primarily due to rapid growth in the Company’s customer base and increased adoption of insurance and upgrade programs, partially offset by lower branded postpaid phone ARPU due to increased adoption of Simple Choice plans. Service revenue growth for the third quarter of 2014 accelerated compared to the second quarter of 2014 when service revenues increased by 7.1% year-over-year on a pro forma combined basis. On a sequential basis, service revenues grew by 3.6%. T-Mobile grew total revenues in the third quarter of 2014 by 9.9% year-over-year due to growth in equipment revenues and an increasing contribution from service revenues. On a sequential basis, total revenues increased by 2.3%.

Branded postpaid Average Billings Per User (ABPU) was $61.59 in the third quarter of 2014, up 4.2% compared to the third quarter of 2013, a significant acceleration over the 1.8% year-over-year growth in the second quarter of 2014. ABPU in the third quarter was the highest in the Company’s history. Branded postpaid phone Average Revenue Per User (ARPU) increased sequentially by 1.1% to $49.84. Branded prepaid ARPU increased by 5.3% year-over-year to $37.59.

Branded postpaid phone churn amounted to 1.6% in the third quarter of 2014, down 10 basis points year-over-year, but up 10 basis points quarter-over-quarter due to seasonal factors. Year-over-year, the decrease was primarily due to the continued success of the Un-carrier initiatives.

Adjusted EBITDA for the third quarter of 2014 was $1.346 billion, flat year-over-year but down 7.2% sequentially. Quarter-over-quarter, Adjusted EBITDA was impacted by the higher costs associated with the record growth in customers, including higher selling, general and administrative expenses and higher losses on equipment sales. The Adjusted EBITDA margin was 24% compared to 26% in both the third quarter of 2013 and second quarter of 2014.

Network Expansion and Capital Expenditures
The Company’s network expansion is continuing at an accelerated pace. T-Mobile’s 4G LTE network - America’s Fastest - now covers 250 million people, already reaching its year-end goal. The Company is now targeting a population coverage of 300 million people by year-end 2015. T-Mobile is rapidly deploying Wideband LTE, while at the same time rolling out 4G LTE on its 700 MHz A-Block and 1900 MHz PCS spectrum.

Cash capital expenditures reflect T-Mobile’s continued investment in network modernization, 4G LTE deployment, and commencing the rollout of 4G LTE on its 700 MHz A-Block and 1900 MHz PCS spectrum. In the third quarter of 2014, cash capital expenditures were $1.1 billion, up from $0.9 billion in the second quarter of 2014 and up from $1.0 billion in the third quarter of 2013.




T-Mobile US, Inc.
12920 SE 38th Street
Bellevue, Washington 98006
Phone 1-800-318-9270
Internet http://www.T-Mobile.com
2



MetroPCS Combination

T-Mobile continued to make rapid progress on the expansion and integration of MetroPCS. As of September 30, 2014, MetroPCS was in 55 markets with nearly 11,000 points of sale in total, which includes 4,000 in the 40 expansion markets, an increase of 900 points of sale in the third quarter alone.

The MetroPCS customer base continues to rapidly migrate off the legacy CDMA network. At the end of the third quarter of 2014, 78% of the total MetroPCS customer base was already on the T-Mobile network. Approximately 63% of the MetroPCS spectrum has been re-farmed and integrated into the T-Mobile network at the end of the third quarter of 2014.

In July 2014, T-Mobile shut down the CDMA portion of the MetroPCS networks in Boston, Hartford, and Las Vegas. The CDMA portion of the MetroPCS network in Philadelphia was shut down early in the fourth quarter. Costs for these CDMA network shutdowns planned for 2014 are expected to be between $250 million and $300 million for the year, of which $97 million was recognized in the third quarter of 2014. The network shutdowns will facilitate the realization of the network synergies associated with the business combination of T-Mobile and MetroPCS.

2014 Outlook Guidance
T-Mobile expects to drive further momentum while continuing to invest in profitable growth. With the success of its Simple Choice plans and the continued evolution of the Un-carrier strategy, branded postpaid net customer additions for 2014 are now expected to be between 4.3 and 4.7 million, up significantly from the prior guidance of 3.0 to 3.5 million.

For the full year of 2014, T-Mobile expects Adjusted EBITDA to be in the range of $5.6 to $5.8 billion, unchanged from the prior guidance. Given the expected customer growth momentum, the Company anticipates an Adjusted EBITDA at the very low end of the range.

Cash capital expenditures are expected to be in the range of $4.3 to $4.6 billion, unchanged from prior guidance.

With this growth and rate plan migrations, the penetration of Simple Choice plans in the branded postpaid base is projected to be between 85% and 90% by the end of 2014, again, unchanged from prior guidance.

Quarterly Financial Results

For more details on T-Mobile’s third quarter 2014 financial results, including its “Investor Factbook” with detailed financial tables and reconciliations of certain non-GAAP measures disclosed in this release to the most comparable measures under GAAP, please visit T-Mobile US, Inc.'s Investor Relations website at http://investor.T-Mobile.com.

T-Mobile Social Media

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

About T-Mobile US, Inc.:

As America's Un-carrier, T-Mobile US, Inc. (NYSE: TMUS) is redefining the way consumers and businesses buy wireless services through leading product and service innovation. The Company's advanced nationwide 4G LTE network delivers outstanding wireless experiences to approximately 53 million customers who are unwilling to compromise on quality and value. Based in Bellevue, Washington, T-Mobile US provides services through its subsidiaries and operates its flagship brands, T-Mobile and MetroPCS. For more information, please visit http://www.t-mobile.com.

T-Mobile US, Inc.
12920 SE 38th Street
Bellevue, Washington 98006
Phone 1-800-318-9270
Internet http://www.T-Mobile.com
3



Q3 2014 Earnings Conference Call
T-Mobile US, Inc. will host a conference call to discuss its financial and operational results for the third quarter 2014:
T-Mobile Conference Call Information:
Date:
Tuesday, October 28, 2014
Time:
11:00 a.m. (EDT)
Call-in Numbers: 
800-432-9830
International: 
719-234-7318
Participant Passcode: 
2988828

Please plan on accessing the conference call ten minutes prior to the scheduled start time. The conference call will be broadcast live via the Company's Investor Relations website at http://investor.t-mobile.com. T-Mobile will also take questions via Twitter at the handle: @TMobileIR.

A replay of the conference call will be available for two weeks starting shortly after the call concludes and can be accessed by dialing 888-203-1112 (toll free) or 719-457-0820 (international). The passcode required to listen to the replay is 2988828.

Forward-Looking Statements

This news release includes "forward-looking statements" within the meaning of the U.S. federal securities laws. Any statements made herein that are not statements of historical fact, including statements about T-Mobile US, Inc.'s plans, outlook, beliefs, opinion, projections, guidance, strategy, integration of MetroPCS, expected network modernization and other advancements, are forward-looking statements. Generally, forward-looking statements may be identified by words such as "anticipate," "expect," "suggests," "plan," “project,” "believe," "intend," "estimates," "targets," "views," "may," "will," "forecast," and other similar expressions. The forward-looking statements speak only as of the date made, are based on current assumptions and expectations, and involve a number of risks and uncertainties. Important factors that could affect future results and cause those results to differ materially from those expressed in the forward-looking statements include, among others, the following: our ability to compete in the highly competitive U.S. wireless telecommunications industry; adverse conditions in the U.S. and international economies and markets; significant capital commitments and the capital expenditures required to effect our business plan; our ability to adapt to future changes in technology, enhance existing offerings, and introduce new offerings to address customers' changing demands; changes in legal and regulatory requirements, including any change or increase in restrictions on our ability to operate our network; our ability to successfully maintain and improve our network, and the possibility of incurring additional costs in doing so; major equipment failures; severe weather conditions or other force majeure events; and other risks described in our filings with the Securities and Exchange Commission, including those described in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 25, 2014. You should not place undue reliance on these forward-looking statements. We do not undertake to update forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Press Contact:    
 
Investor Relations Contact:
Media Relations
 
Nils Paellmann
T-Mobile US, Inc.
 
T-Mobile US, Inc.
mediarelations@t-mobile.com
 
877-281-TMUS or 212-358-3210
http://newsroom.t-mobile.com
 
investor.relations@t-mobile.com
 
 
http://investor.t-mobile.com

T-Mobile US, Inc.
12920 SE 38th Street
Bellevue, Washington 98006
Phone 1-800-318-9270
Internet http://www.T-Mobile.com
4



T-Mobile US, Inc.
Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures
(Unaudited)


This Press Release includes non-GAAP financial measures. The non-GAAP financial measures should be considered in addition to, but not as a substitute for, the information provided in accordance with GAAP. Reconciliations for the non-GAAP financial measures to the most directly comparable GAAP financial measures are provided below.

Adjusted EBITDA is reconciled to net income (loss) as follows:
 
Quarter
 
Nine Months Ended September 30,
(in millions)
Q1
2013
 
Q2
2013
 
Q3
2013
 
Q4
2013
 
Q1
2014
 
Q2
2014
 
Q3
2014
 
2013
 
2014
Net income (loss)
$
107

 
$
(16
)
 
$
(36
)
 
$
(20
)
 
$
(151
)
 
$
391

 
$
(94
)
 
$
55

 
$
146

Adjustments:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest expense to affiliates
178

 
225

 
183

 
92

 
18

 
85

 
83

 
586

 
186

Interest expense
51

 
109

 
151

 
234

 
276

 
271

 
260

 
311

 
807

Interest income
(35
)
 
(40
)
 
(50
)
 
(64
)
 
(75
)
 
(83
)
 
(97
)
 
(125
)
 
(255
)
Other expense (income), net
6

 
(118
)
 
7

 
16

 
6

 
12

 
14

 
(105
)
 
32

Income tax expense (benefit)
72

 
21

 
42

 
(119
)
 
(102
)
 
286

 
(117
)
 
135

 
67

Operating income (loss)
379

 
181

 
297

 
139

 
(28
)
 
962

 
49

 
857

 
983

Depreciation and amortization
755

 
888

 
987

 
997

 
1,055

 
1,129

 
1,138

 
2,630

 
3,322

Cost of MetroPCS business combination
13

 
26

 
12

 
57

 
12

 
22

 
97

 
51

 
131

Stock-based compensation

 
6

 
48

 
46

 
49

 
63

 
45

 
54

 
157

Gains on disposal of spectrum licenses (1)

 

 

 

 

 
(731
)
 
11

 

 
(720
)
Other, net (1)
31

 
23

 

 

 

 
6

 
6

 
54

 
12

Adjusted EBITDA
$
1,178

 
$
1,124

 
$
1,344

 
$
1,239

 
$
1,088

 
$
1,451

 
$
1,346

 
$
3,646

 
$
3,885

Adjusted EBITDA of MetroPCS (2)
291

 
141

 

 

 

 

 

 
432

 

Pro Forma Combined Adjusted EBITDA
$
1,469

 
$
1,265

 
$
1,344

 
$
1,239

 
$
1,088

 
$
1,451

 
$
1,346

 
$
4,078

 
$
3,885


(1)
Gains on disposal of spectrum licenses and other, net transactions may not agree in total to the gains on disposal of spectrum licenses and other, net in the condensed consolidated statements of comprehensive income (loss) primarily due to certain routine operating activities, such as insignificant routine spectrum license exchanges that would be expected to reoccur, and are therefore included in Adjusted EBITDA.

(2)
The Adjusted EBITDA of MetroPCS for the second quarter of 2013 reflects the Adjusted EBITDA of MetroPCS for April 2013 and is included for informational purposes to allow for a comparison of T-Mobiles Adjusted EBITDA for periods following the completion of the business combination of T-Mobile USA and MetroPCS to pro forma combined Adjusted EBITDA for periods prior to the completion of the business combination. For the first quarter of 2013, the Adjusted EBITDA of MetroPCS reflects the amounts previously reported by MetroPCS.


"Adjusted EBITDA" - Earnings before interest expense (net of interest income), tax, depreciation, amortization, stock-based compensation and expenses not reflective of T-Mobile's ongoing operating performance. Adjusted EBITDA is a non-GAAP financial measure utilized by T-Mobile's management to monitor the financial performance of its operations. T-Mobile uses Adjusted EBITDA internally as a metric to evaluate and compensate its personnel and management for their performance, and as a benchmark to evaluate T-Mobile's operating performance in comparison to its competitors. Management also uses Adjusted EBITDA to measure its ability to provide cash flows to meet future debt service, capital expenditures and working capital requirements, and to fund future growth. T-Mobile believes analysts and investors use Adjusted EBITDA as a supplemental measure to evaluate overall operating performance and facilitate comparisons with other wireless communications companies. Adjusted EBITDA has limitations as an analytical tool and should not be considered in isolation or as a substitute for income from operations, net income, or any other measure of financial performance reported in accordance with GAAP.








T-Mobile US, Inc.
12920 SE 38th Street
Bellevue, Washington 98006
Phone 1-800-318-9270
Internet http://www.T-Mobile.com
5



T-Mobile US, Inc.
Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures (continued)
(Unaudited)

The following schedule reflects the branded postpaid phone ARPU calculation and provides a reconciliation to total branded postpaid service revenues reported in T-Mobile's condensed consolidated statements of comprehensive income.
 
 
Quarter
 
Nine Months Ended September 30,
(in millions, except average number of branded postpaid phone customers and branded postpaid phone ARPU)
 
Q1
2013
 
Q2
2013
 
Q3
2013
 
Q4
2013
 
Q1
2014
 
Q2
2014
 
Q3
2014
 
2013
 
2014
Branded postpaid service revenues
 
$
3,263

 
$
3,284

 
$
3,302

 
$
3,317

 
$
3,447

 
$
3,511

 
$
3,670

 
$
9,849

 
$
10,628

Less: Branded postpaid mobile broadband revenues
 
(44
)
 
(42
)
 
(41
)
 
(42
)
 
(47
)
 
(54
)
 
(68
)
 
(127
)
 
(169
)
Branded postpaid phone service revenues
 
$
3,219

 
$
3,242

 
$
3,261

 
$
3,275

 
$
3,400

 
$
3,457

 
$
3,602

 
$
9,722

 
$
10,459

Divided by: Average number of branded postpaid phone customers (in thousands) and number of months in period
 
19,689

 
19,999

 
20,657

 
21,352

 
22,447

 
23,368

 
24,091

 
20,115

 
23,302

Branded postpaid phone ARPU
 
$
54.50

 
$
54.04

 
$
52.62

 
$
51.13

 
$
50.48

 
$
49.32

 
$
49.84

 
$
53.70

 
$
49.87


Average Revenue Per User (“ARPU”) - Average monthly service revenue earned from customers. Service revenues for the specified period divided by the average customers during the period, further divided by the number of months in the period. T-Mobile believes ARPU provides management with useful information to assess its per-customer service revenue realization and to assist in forecasting its future service revenues, and evaluate the average monthly service revenues generated from its customer base.


The following schedule reflects the branded postpaid ABPU calculation and provides a reconciliation of the billings for branded postpaid customers used for the branded postpaid ABPU calculation to total branded postpaid service revenues reported in T-Mobile's condensed consolidated statements of comprehensive income.
 
 
Quarter
 
Nine Months Ended September 30,
(in millions, except average number of branded postpaid customers and branded postpaid ABPU)
 
Q1
2013
 
Q2
2013
 
Q3
2013
 
Q4
2013
 
Q1
2014
 
Q2
2014
 
Q3
2014
 
2013
 
2014
Branded postpaid service revenues
 
$
3,263

 
$
3,284

 
$
3,302

 
$
3,317

 
$
3,447

 
$
3,511

 
$
3,670

 
$
9,849

 
$
10,628

Add: EIP billings
 
194

 
314

 
435

 
528

 
657

 
810

 
967

 
943

 
2,434

Total billings for branded postpaid customers
 
$
3,457

 
$
3,598

 
$
3,737

 
$
3,845

 
$
4,104

 
$
4,321

 
$
4,637

 
$
10,792

 
$
13,062

Divided by: Average number of branded postpaid customers (in thousands) and number of months in period
 
20,117

 
20,425

 
21,084

 
21,805

 
22,975

 
24,092

 
25,095

 
20,542

 
24,054

Branded postpaid ABPU
 
$
57.28

 
$
58.72

 
$
59.08

 
$
58.78

 
$
59.54

 
$
59.79

 
$
61.59

 
$
58.38

 
$
60.34


Branded Postpaid Average Billings per User ("ABPU") - Average monthly branded postpaid service revenue earned from customers plus equipment installment plan ("EIP") billings divided by the average branded postpaid customers during the period, further divided by the number of months in the period. T-Mobile believes ABPU provides management, investors, and analysts with useful information to evaluate average per-branded postpaid customer billings as it approximates the expected cash collections, including equipment installments, from T-Mobile's customers each month.










T-Mobile US, Inc.
12920 SE 38th Street
Bellevue, Washington 98006
Phone 1-800-318-9270
Internet http://www.T-Mobile.com
6



Pro Forma Combined Results

The following pages contain certain pro forma combined financial and other operating data for periods through the second quarter of 2013 that are presented solely for informational purposes to provide comparative customer and financial trends since the business combination of T-Mobile USA and MetroPCS was completed for the combined company.  The pro forma combined amounts for periods through and including the second quarter of 2013 were created by combining certain financial results and other operating data of the individual entities for the relevant periods.  The pro forma combined financial data have not been determined in accordance with the requirements of Article 11 of Regulation S-X. The following pages also include reconciliations for certain additional non-GAAP financial measures to the most directly comparable GAAP financial measures.

Pro Forma Combined Reconciliations

 
 
Quarter
 
Nine Months Ended September 30,
(in millions)
 
Q1 2013
 
Q2 2013
 
Q3 2013
 
Q4 2013
 
Q1 2014
 
Q2 2014
 
Q3 2014
 
2013
 
2014
Service Revenues
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
T-Mobile (1)
 
$
4,005

 
$
4,756

 
$
5,138

 
$
5,169

 
$
5,337

 
$
5,484

 
$
5,684

 
$
13,899

 
$
16,505

MetroPCS
 
1,101

 
366

 

 

 

 

 

 
1,467

 

Total service revenues
 
$
5,106

 
$
5,122

 
$
5,138

 
$
5,169

 
$
5,337

 
$
5,484

 
$
5,684

 
$
15,366

 
$
16,505

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Branded Revenues
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
T-Mobile (1)
 
$
3,766

 
$
4,526

 
$
4,896

 
$
4,923

 
$
5,095

 
$
5,247

 
$
5,460

 
$
13,188

 
$
15,802

MetroPCS
 
1,101

 
366

 

 

 

 

 

 
1,467

 

Total branded revenues
 
$
4,867

 
$
4,892

 
$
4,896

 
$
4,923

 
$
5,095

 
$
5,247

 
$
5,460

 
$
14,655

 
$
15,802

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Branded Prepaid Revenues
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
T-Mobile (1)
 
$
503

 
$
1,242

 
$
1,594

 
$
1,606

 
$
1,648

 
$
1,736

 
$
1,790

 
$
3,339

 
$
5,174

MetroPCS
 
1,101

 
366

 

 

 

 

 

 
1,467

 

Total branded prepaid revenues
 
$
1,604

 
$
1,608

 
$
1,594

 
$
1,606

 
$
1,648

 
$
1,736

 
$
1,790

 
$
4,806

 
$
5,174

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Revenues
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
T-Mobile (1)
 
$
4,677

 
$
6,228

 
$
6,688

 
$
6,827

 
$
6,875

 
$
7,185

 
$
7,350

 
$
17,593

 
$
21,410

MetroPCS
 
1,287

 
423

 

 

 

 

 

 
1,710

 

Total revenues
 
$
5,964

 
$
6,651

 
$
6,688

 
$
6,827

 
$
6,875

 
$
7,185

 
$
7,350

 
$
19,303

 
$
21,410


 
 
Quarter
 
Nine Months Ended September 30,
(in millions)
 
Q1 2013
 
Q2 2013
 
Q3 2013
 
Q4 2013
 
Q1 2014
 
Q2 2014
 
Q3 2014
 
2013
 
2014
Cash Capex - Property & Equipment
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
T-Mobile (1)
 
$
1,076

 
$
1,050

 
$
1,017

 
$
882

 
$
947

 
$
940

 
$
1,131

 
$
3,143

 
$
3,018

MetroPCS
 
154

 
61

 

 

 

 

 

 
215

 

Total Cash Capex - Property & Equipment
 
$
1,230

 
$
1,111

 
$
1,017

 
$
882

 
$
947

 
$
940

 
$
1,131

 
$
3,358

 
$
3,018

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1) The second quarter of 2013 represents the results for T-Mobile USA for April, 2013 and the results for T-Mobile USA and MetroPCS on a combined basis for May and June 2013, as the business combination was completed on April 30, 2013.

T-Mobile US, Inc.
12920 SE 38th Street
Bellevue, Washington 98006
Phone 1-800-318-9270
Internet http://www.T-Mobile.com
7



 
 
Quarter
 
Nine Months Ended September 30,
(in millions)
 
Q1 2013
 
Q2 2013
 
Q3 2013
 
Q4 2013
 
Q1 2014
 
Q2 2014
 
Q3 2014
 
2013
 
2014
Simple Free Cash Flow
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Pro Forma Combined Adjusted EBITDA
 
$
1,469

 
$
1,265

 
$
1,344

 
$
1,239

 
$
1,088

 
$
1,451

 
$
1,346

 
$
4,078

 
$
3,885

Pro Forma Combined Total Cash Capex - Property & Equipment
 
1,230

 
1,111

 
1,017

 
882

 
947

 
940

 
1,131

 
3,358

 
3,018

Simple Free Cash Flow
 
$
239

 
$
154

 
$
327

 
$
357

 
$
141

 
$
511

 
$
215

 
$
720

 
$
867

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 




T-Mobile US, Inc.
12920 SE 38th Street
Bellevue, Washington 98006
Phone 1-800-318-9270
Internet http://www.T-Mobile.com
8
EX-99.2 3 tmus09302014ex992.htm TMUS EXHIBIT 99.2 TMUS 09/30/2014 EX 99.2

EXHIBIT 99.2


1





2



CUSTOMER METRICS
Branded Postpaid Customers
Branded postpaid net customer additions were 1,379,000 in the third quarter of 2014 compared to 908,000 in the second quarter of 2014 and 648,000 in the third quarter of 2013. The third quarter of 2014 was the best quarter ever in terms of branded postpaid net additions due to the continued success of the Un-carrier initiatives and strong uptake of promotions for services and devices.
T-Mobile again led the industry in branded postpaid phone net customer additions with 1,175,000 in the third quarter of 2014, more than doubling the 579,000 reported in the second quarter of 2014 and up from 643,000 in the third quarter of 2013. Sequentially and year-over-year, the increase was primarily due to higher gross additions, which were up 47% compared to the second quarter of 2014 and up 46% compared to the third quarter of 2013.
Branded postpaid mobile broadband net customer additions (including tablets) were 204,000 in the third quarter of 2014, compared to 329,000 in the second quarter of 2014 and 5,000 in the third quarter of 2013. Sequentially, the decline was primarily a result of lower gross additions due to few new product introductions in the category.
Branded postpaid phone churn was 1.6% in the third quarter of 2014, up 10 basis points compared to the second quarter of 2014 and down 10 basis points compared to the third quarter of 2013. Sequentially, the increase in phone churn was primarily due to seasonal factors as the second half of the calendar year typically experiences a higher rate of churn. Year-over-year, the decrease in phone churn was primarily due to the continued success of the Company’s Un-carrier initiatives.












3


Branded Prepaid Customers
T-Mobile is expected to again lead the industry in branded prepaid net customer additions with 411,000 in the third quarter of 2014, quadrupling the 102,000 reported in the second quarter of 2014 and up from 24,000 in the third quarter of 2013. Sequentially and year-over-year, the increase was primarily due to the continued strength of the MetroPCS brand, expansion to additional markets, and the successful execution of promotional programs.
Migrations to branded postpaid plans reduced branded prepaid net customer additions in the third quarter of 2014 by approximately 110,000, up from 85,000 in the second quarter of 2014, but down from 150,000 in the third quarter of 2013.
Branded prepaid churn was 4.8% in the third quarter of 2014, up 30 basis points from 4.5% in the second quarter of 2014 and down 20 basis points from 5.0% in the third quarter of 2013. Sequentially, the increase in churn was primarily due to higher deactivations as a result of the competitive environment in the prepaid market and seasonal factors as the second half of the calendar year typically experiences a higher rate of churn. Year-over-year, the decrease in churn was primarily due to the growth of MetroPCS customers, which historically have lower rates of churn than T-Mobile branded prepaid customers.


Total Branded Customers
Total branded net customer additions were 1,790,000 in the third quarter of 2014 compared to 1,010,000 in the second quarter of 2014 and 672,000 in the third quarter of 2013. This was the third consecutive quarter in which branded customer net additions surpassed the one million milestone, and was also the best quarter ever in terms of total branded net customer additions.





4


Wholesale Customers
Total wholesale net customer additions were 555,000 in the third quarter of 2014 compared to 460,000 in the second quarter of 2014 and 351,000 in the third quarter of 2013.
MVNO net customer additions were 333,000 in the third quarter of 2014 compared to 235,000 in the second quarter of 2014 and 344,000 in the third quarter of 2013.
M2M net customer additions were 222,000 in the third quarter of 2014 compared to 225,000 in the second quarter of 2014 and 7,000 in the third quarter of 2013.

Total Customers
Total net customer additions were 2,345,000 in the third quarter of 2014 compared to 1,470,000 in the second quarter of 2014 and 1,023,000 in the third quarter of 2013. This was the second quarter in 2014 with total net customer additions in excess of two million.
T-Mobile has added 10 million total customers over the last 6 quarters, since the launch of the Un-carrier initiatives.
Total customers at the end of the third quarter of 2014 were 52.9 million.


NETWORK
Network Modernization Update
T-Mobile’s 4G LTE network now covers 250 million people, already reaching its year-end goal. The company expects to cover more than 260 million people with 4G LTE by year-end 2014.
T-Mobile is upgrading its remaining 2G only footprint by adding 4G LTE, and expects to cover more than 280 million people with 4G LTE by mid-2015.


5


The Company is targeting a 4G LTE population coverage of 300 million people by year-end 2015.
T-Mobile has rolled out 10+10 MHz 4G LTE in 43 of the Top 50 markets. Wideband LTE, which refers to markets that have bandwidth of at least 15+15 MHz dedicated to 4G LTE, is currently available in 19 markets and is expected to be available in at least 26 markets by year-end 2014. Customers in Wideband LTE markets are regularly observing peak speeds in the 70 Mbps range, with maximum real-world speeds in excess of 145 Mbps.


Network Speed
T-Mobile has the fastest nationwide 4G LTE network in the U.S. based on download speed from millions of user generated test results. This is the third consecutive quarter that T-Mobile has led the industry in download speeds.
In the third quarter of 2014, T-Mobile’s average 4G LTE download speed was 18.8 Mbps compared to Verizon at 16.8 Mbps, AT&T at 14.3 Mbps, and Sprint at 9.6 Mbps.
T-Mobile’s average 4G LTE download speed in the third quarter of 2014 was 12% faster than Verizon, 31% faster than AT&T, and nearly twice as fast as Sprint.

Spectrum
T-Mobile currently owns an average of 82 MHz of spectrum across the top 25 markets in the U.S. This is comprised of 9 MHz in the 700 MHz band, 30 MHz in the 1900 MHz PCS band, and 43 MHz in the AWS band.
The Company expects to be a participant in future FCC spectrum auctions including the AWS-3 spectrum auction and the broadcast incentive auction.


6


A-Block Update
T-Mobile owns or has agreements to own 700 MHz A-Block spectrum covering 176 million people or approximately 55% of the U.S. population and more than 70% of the Company’s existing customer base. The spectrum covers 9 of the Top 10 metro areas and 22 of the Top 30 metro areas in the U.S.
The first 700 MHz sites are already on air and several Band 12 capable handsets are available in the market, including the Samsung Note 4. The Company will continue to aggressively roll-out new 700 MHz sites going forward. More Band 12 capable handsets will become available in the remainder of 2014 and first half of 2015.
More than 50% of the markets covered by the Company’s A-Block spectrum are free and clear and ready to be deployed. The remaining markets are encumbered by Channel 51 broadcasts, generally limiting T-Mobile’s ability to use the spectrum until after the incumbent broadcasters are relocated. However, the Company has already entered into agreements to relocate broadcasters to new frequencies in 6 markets covering more than 17 million people, making those markets available for launch in 2015.
T-Mobile has also entered into several agreements with multiple parties to acquire A-Block spectrum in additional markets covering 18 million people since completing the Verizon A-Block spectrum transaction in April 2014, bringing the total coverage to 176 million people.
METROPCS
Integration and Expansion
The MetroPCS customer base continues to rapidly migrate off the legacy CDMA network. At the end of the third quarter of 2014, 78% of the total MetroPCS customer base was already on the T-Mobile network compared to 67% and the end of the second quarter of 2014.
Approximately 63% of the MetroPCS spectrum on a MHz/POP basis has already been re-farmed and integrated into the T-Mobile network at the end of the third quarter of 2014 compared to 60% at the end of the second quarter of 2014.
MetroPCS expanded into an additional 10 markets in the third quarter of 2014, bringing the total market count to 55. New MetroPCS markets include Chicago, St. Louis, Minneapolis, Kansas City, and Salt Lake City.
MetroPCS added 900 new points of sale in the third quarter of 2014, bringing the total to 4,000 in the 40 expansion markets and nearly 11,000 MetroPCS points of sale nationwide.


7




Synergies and Integration Costs
At the time the business combination with MetroPCS was announced, the original projected synergy target called for $1.5 billion in annual run-rate synergies to be realized by the fifth year after the transaction close. The Company remains confident that the realized synergies will come in ahead of the original schedule.
In July 2014, T-Mobile decommissioned the CDMA portion of the MetroPCS networks in Boston, Hartford, and Las Vegas, over two years ahead of the initial plan. The Company shut down the CDMA portion of the MetroPCS network in Philadelphia early in the fourth quarter, and will potentially de-commission several additional markets by the end of the year. These network shutdowns will provide the CDMA customers of MetroPCS with access to a faster 4G LTE network, free up spectrum that can be re-used to further improve the speed and quality of the T-Mobile network, and enable the Company to realize the synergies from running a single network structure.
T-Mobile expects to incur network decommissioning costs between $250 million and $300 million in 2014, of which $97 million were recognized in the third quarter of 2014. Network decommissioning costs primarily relate to the accelerated recognition of future lease costs for cell sites, and will be excluded from Adjusted EBITDA.
The Company will provide a full financial update on the realized and targeted synergies when it reports its full year 2014 results.


UN-CARRIER INITIATIVES
At the end of the third quarter of 2014, 84% of the branded postpaid customer base was on a Simple Choice plan, up from 80% at the end of the second quarter of 2014 and 61% at the end of the third quarter of 2013.


8


At the end of the third quarter of 2014, 8.0 million customers were enrolled in the JUMP! program, up from 6.7 million at the end of the second quarter of 2014 and 2.2 million at the end of the third quarter of 2013.


Un-carrier 7.0
Introduced in September 2014, “Wi-Fi Unleashed” makes voice and texting available to customers worldwide, anywhere a Wi-Fi connection is available. The program also offers postpaid customers a Personal CellSpot device free of charge to boost coverage in more areas, and also enables free in-flight texting in a partnership with Gogo.
T-Mobile is the first U.S. carrier to adopt Wi-Fi calling across all new smartphones as well as the first to introduce nationwide Voice over LTE (“VoLTE”). Customers can experience these ground-breaking technologies, including seamless handover between the two, on both the iPhone 6 and iPhone 6 Plus.
DEVICES
Total device sales were 7.7 million units in the third quarter of 2014 compared to 6.9 million units in the second quarter of 2014 and 6.3 million units in the third quarter of 2013.
Total smartphone sales were 6.9 million units in the third quarter of 2014 compared to 6.2 million units in the second quarter of 2014 and 5.6 million units in the third quarter of 2013. Smartphones comprised 93% of total phone unit sales in the third quarter of 2014.
At the end of the third quarter of 2014, 84% of the total branded postpaid phone customer base used smartphones, flat compared to the second quarter of 2014, and up from 77% in the third quarter of 2013.
At the end of the third quarter of 2014, 84% of the total branded prepaid phone customer base used smartphones, up from 83% in the second quarter of 2014 and 80% in the third quarter of 2013.
The upgrade rate for branded postpaid customers was approximately 9% in the third quarter of 2014 compared to approximately 8% in the second quarter of 2014 and approximately 9% in the third quarter of 2013.
T-Mobile has seen tremendous demand for the new iPhones. The launch of the iPhone 6 and iPhone 6 Plus was T-Mobile’s biggest launch ever.



9








EQUIPMENT INSTALLMENT PLANS (EIP)
T-Mobile financed $1.317 billion of equipment sales on EIP in the third quarter of 2014, down 1.9% from $1.342 billion in the second quarter of 2014 and up 30.3% from $1.011 billion in the third quarter of 2013.
Customers on Simple Choice plans had associated EIP billings of $967 million in the third quarter of 2014, up 19.4% from the $810 million reported in the second quarter of 2014 and up 122.3% from the $435 million reported in the third quarter of 2013.
Total EIP receivables, net of deferred interest and allowances for credit losses, were $3.963 billion at the end of the third quarter of 2014 compared to $3.583 billion at the end of the second quarter of 2014 and $1.867 billion at the end of the third quarter of 2013. The $380 million sequential increase in total EIP receivables, net in the third quarter of 2014 was lower than the sequential increase of $497 million in the second quarter of 2014, and represents the third consecutive quarter in which the sequential increase in the total EIP receivable has declined.
CUSTOMER QUALITY
EIP receivables classified as Prime were 53% of total gross EIP receivables at the end of the third quarter of 2014, flat compared to the end of the second quarter of 2014 and the third quarter of 2013.
Total bad debt expense was $85 million in the third quarter of 2014 compared to $87 million in the second quarter of 2014 and $120 million in the third quarter of 2013. Service bad debt in the third quarter of 2014 was flat sequentially and down 84% year-over-year. The year-over-year decrease was primarily due to the sale of service receivables under a factoring arrangement, which no longer results in service bad debt for receivables


10


sold. EIP bad debt in the third quarter of 2014 decreased by 3% sequentially and increased by 48% year-over-year. The year-over-year increase was primarily due to a large expansion in the EIP program.
The net expense from the factoring arrangement was $67 million in the third quarter of 2014 compared to $77 million in the second quarter of 2014. The net expense from the factoring arrangement represents losses from the sale of receivables as well as transaction fees.
Total bad debt and net expense from the factoring arrangement was $152 million in the third quarter of 2014 compared to $164 million in the second quarter of 2014 and $120 million in the third quarter of 2013. Year-over-year, the increase was primarily due to an increase in bad debt related to growth in the EIP program.


AVERAGE BILLINGS PER USER (ABPU) and AVERAGE REVENUE PER USER (ARPU)
Branded Postpaid ABPU
Branded postpaid ABPU was $61.59 in the third quarter of 2014, up 3.0% from $59.79 in the second quarter of 2014 and up 4.2% from $59.08 in the third quarter of 2013. ABPU in the third quarter of 2014 was the highest in the Company’s history. Year-over-year, the increase was primarily due to growth in EIP billings on a per user basis, offset in part by a lower branded postpaid phone ARPU. The 4.2% year-over-year increase represents a significant improvement from the 1.8% year-over-year growth rate in the second quarter of 2014.

Branded Postpaid Phone ARPU
Branded postpaid phone ARPU was $49.84 in the third quarter of 2014, up 1.1% from $49.32 in the second quarter of 2014 and down 5.3% from $52.62 in the third quarter of 2013. Branded postpaid phone ARPU in the second quarter of 2014 was impacted by a reduction in certain regulatory surcharges and a revenue adjustment for expected customer refunds on premium SMS charges. Excluding the $0.61 impact resulting from these non-


11


recurring factors, branded postpaid phone ARPU stabilized from the second quarter of 2014 to the third quarter of 2014.
Sequentially, branded postpaid phone ARPU was supported by the fact that most of the customer base has already converted to Simple Choice plans, and by recent pricing actions including changes in requalification for corporate discount programs and the increase in pricing for unlimited data. These increases were partially offset by some dilution caused by promotions for services, including the “4 for $100” offer.
Year-over-year, branded postpaid phone ARPU decreased primarily due to the continued growth of Simple Choice plans and promotions for services, including the “4 for $100” offer. Changes in requalification for corporate discounts programs positively impacted branded postpaid phone ARPU in the third quarter of 2014. The decrease in branded postpaid phone ARPU of 5.3% year-over-year was a significant improvement from the 7.6% year-over-year decline in the second quarter of 2014, excluding the non-recurring factors described above.

Branded Prepaid ARPU

Branded prepaid ARPU was $37.59 in the third quarter of 2014, up 1.2% from $37.16 in the second quarter of 2014 and up 5.3% from $35.71 in the third quarter of 2013. Sequentially and year-over-year, the increase in ARPU was primarily due to growth in the MetroPCS customer base, which generates higher ARPU than T-Mobile’s other branded prepaid customers.

REVENUES
Service Revenues
T-Mobile again led the industry in year-over-year service revenue growth and registered the sixth consecutive quarter of sequential growth.


12


Service revenues were $5.684 billion in the third quarter of 2014, up 3.6% from $5.484 billion in the second quarter of 2014 and up 10.6% from $5.138 billion in the third quarter of 2013. The year-over-year growth rate of 10.6% in the third quarter of 2014 showed a further acceleration from the 7.1% pro forma combined year-over-year growth rate reported in the second quarter of 2014 and the 4.5% pro forma combined year-over-year growth rate reported in the first quarter of 2014.
Sequentially, the increase in service revenues was primarily due to growth in the customer base.
Year-over-year, the increase in service revenues was primarily due to growth in the customer base and increased adoption of insurance and upgrade programs such as JUMP!, partially offset by lower ARPU due to increased adoption of Simple Choice plans.
    
 

Equipment Sales Revenues
Equipment sales revenues were $1.561 billion in the third quarter of 2014, down 2.4% from $1.600 billion in the second quarter of 2014 and up 6.4% from $1.467 billion in the third quarter of 2013.
Sequentially, the decrease in equipment sales revenues was primarily due to revenue reductions from the reimbursement of other carriers’ ETFs and a lower average revenue per unit sold. These decreases were partially offset by growth in the number of devices and accessories sold and higher device upgrade volumes.
Year-over-year, the increase in equipment sales revenues was primarily due to growth in the number of devices sold and higher upgrade volumes. The increases were partially offset by reductions to equipment sales revenues from the reimbursement of other carrier’s ETFs and a lower average revenue per unit sold.



13



Total Revenues
T-Mobile again led the industry in year-over-year total revenue growth.
Total revenues were $7.350 billion in the third quarter of 2014, up 2.3% from $7.185 billion in the second quarter of 2014 and up 9.9% from $6.688 billion in the third quarter of 2013.







OPERATING EXPENSES
Cost of Services
Cost of services was $1.488 billion in the third quarter of 2014, up 2.4% from $1.453 billion in the second quarter of 2014 and up 3.0% from $1.444 billion in the third quarter of 2013. The sequential and year-over-year increases were primarily due to higher lease expense relating to spectrum license lease agreements.
While cost of services was up slightly compared to the second quarter of 2014, it declined as a percentage of service revenues by 30 basis points sequentially and by 190 basis points year-over-year.


Cost of Equipment Sales
Cost of equipment sales was $2.308 billion in the third quarter of 2014, up 4.2% from $2.215 billion in the second quarter of 2014 and up 14.5% from $2.015 billion in the third quarter of 2013. The sequential and year-


14


over-year increases were primarily due to growth in the number of devices and accessories sold and higher device upgrade volumes. These increases were offset in part by a lower average device cost.


Selling, General and Admin. (“SG&A”) Expenses
SG&A expenses were $2.283 billion in the third quarter of 2014, up 6.1% from $2.151 billion in the second quarter of 2014 and up 18.1% from $1.933 billion in the third quarter of 2013. The sequential and year-over-year increases were primarily due to higher commission expenses driven by increased gross customer additions and higher promotional costs. Additional year-over-year increases resulted from higher employee-related expenses associated with an increase in the number of retail and customer support employees.



Adjusted EBITDA

Adjusted EBITDA was $1.346 billion in the third quarter of 2014, down 7.2% from $1.451 billion in the second quarter of 2014 and flat compared to the $1.344 billion reported in the third quarter of 2013. Sequentially, Adjusted EBITDA decreased primarily due to higher costs associated with a record level of customer additions in the third quarter of 2014 relative to the second quarter of 2014, including higher SG&A expenses and losses on equipment sales.
Adjusted EBITDA margin was 24% in the third quarter of 2014 compared to 26% in the second quarter of 2014 and 26% in the third quarter of 2013.


15




EARNINGS PER SHARE
Diluted earnings per share was a loss of $0.12 in the third quarter of 2014 compared to earnings of $0.48 in the second quarter of 2014 and a loss of $0.05 in the third quarter of 2013. The sequential decrease in earnings per share was primarily due to a non-cash gain of $731 million recognized in the second quarter of 2014 related to spectrum license transactions. Year-over-year, the loss increased partially due to higher MetroPCS business combination costs due to the shutdown of the CDMA portion of the MetroPCS network in Boston and Las Vegas.
    

CAPITAL EXPENDITURES
Cash capital expenditures for property and equipment were $1.131 billion in the third quarter of 2014 compared to $940 million in the second quarter of 2014 and $1.017 billion in the third quarter of 2013. The sequential and year-over-year increase was primarily due to the timing of network spend in connection with T-Mobile’s modernization program as well as commencing the rollout of 4G LTE on the 700 MHz A-Block and 1900 MHz PCS spectrum.



SIMPLE FREE CASH FLOW
Simple free cash flow was $215 million in the third quarter of 2014 compared to $511 million in the second quarter of 2014 and $327 million in the third quarter of 2013. Sequentially, the decrease was primarily due to lower Adjusted EBITDA and higher cash capital expenditures. Year-over-year, the decrease was primarily due to higher capital expenditures.

CAPITAL STRUCTURE
Net debt excluding tower obligations at the end of the third quarter of 2014 was $17.3 billion.
Total debt excluding tower obligations at the end of the third quarter of 2014 was $23.1 billion and was comprised of short-term debt of $1.2 billion, long-term debt to affiliates of $5.6 billion, and long-term debt of $16.3 billion.
The ratio of net debt to Adjusted EBITDA for the trailing last twelve month (“LTM”) period was 3.4x at the end of the third quarter of 2014 compared to 3.4x at the end of the second quarter of 2014 and 2.9x at the end of the third quarter of 2013.
The Company’s cash position remains strong with $5.8 billion in cash at the end of the third quarter of 2014. This was reduced by approximately $1.0 billion in early October due to the redemption of the 7.875% Senior Notes due 2018.
GUIDANCE
T-Mobile expects to drive further momentum while continuing to invest in profitable growth. With the success of T-Mobile's Simple Choice plan and the continued evolution of the Un-carrier value proposition, branded postpaid net additions for 2014 are now expected to be between 4.3 and 4.7 million, up significantly from the prior guidance of 3.0 to 3.5 million.



For the full year of 2014, T-Mobile expects Adjusted EBITDA to be in the range of $5.6 to $5.8 billion, which is unchanged from prior guidance. Given the expected customer growth momentum, the Company anticipates an Adjusted EBITDA at the very low end of the range.
Cash capital expenditures are expected to be in the range of $4.3 to $4.6 billion, which is unchanged from prior guidance.
With this growth and rate plan migrations, the penetration of Simple Choice plans in the branded postpaid base is projected to be between 85% and 90% by the end of 2014, also unchanged from prior guidance.
In the fourth quarter of 2014, T-Mobile expects branded postpaid phone ARPU will be down approximately 2.5% on a sequential basis primarily due to two factors. First, the Company saw incremental growth well beyond the expectations it provided previously, driven partially from lower-ARPU but very successful, NPV positive one-time promotions, including the “4 for $100” promotion. This incremental growth is estimated to reduce branded postpaid phone ARPU in the fourth quarter of 2014 by approximately 1.7%. Second, the Company is expected to see a reduction in certain regulatory surcharges, which are estimated to reduce branded postpaid phone ARPU in the fourth quarter of 2014 by approximately 0.8%. The reduction from regulatory surcharges will not affect EBITDA, since these are pass-through charges. When normalizing for this EBITDA-neutral item and for the incremental high quality growth beyond the forecasts T-Mobile provided previously, the Company is right on track for branded postpaid phone ARPU stabilization. The Company expects branded postpaid phone ARPU to increase sequentially in the first quarter of 2015, demonstrating the short-term nature of these effects in the fourth quarter of 2014.

OTHER EVENTS
Debt Issuance
In September 2014, T-Mobile USA, Inc. issued $3.0 billion aggregate principal amount of notes in a registered public offering, consisting of $1.3 billion aggregate principal amount of 6.000% Senior Notes due 2023 and $1.7 billion aggregate principal amount of 6.375% Senior Notes due 2025.
On October 6, 2014, T-Mobile used approximately $1.0 billion of the proceeds from the debt issuance to redeem its outstanding 7.875% Senior Notes due 2018.


18


T-Mobile expects to use the balance of the offering proceeds for general corporate purposes, which may include capital investments and the acquisition of spectrum.


UPCOMING EVENTS (All dates and attendance tentative)
Wells Fargo Technology, Media and Telecom Conference, November 12-13, 2014, New York, NY
UBS 42nd Annual Global Media and Communications Conference, December 8-10, 2014, New York, NY
CITI 25th Annual Global Internet, Media and Telecom Conference, January 5-7, 2015, Las Vegas, NV
T-Mobile US, Inc. Q4 2014 Earnings Report, February 19, 2015



 
CONTACT INFORMATION
Press:                             Investor Relations:
Media Relations                        Nils Paellmann, nils.paellmann@t-mobile.com
T-Mobile US, Inc.                    Ben Barrett, ben.barrett@t-mobile.com
Chezzarae Hart, chezzarae.hart@t-mobile.com

877-281-TMUS or 212-358-3210
mediarelations@t-mobile.com                investor.relations@t-mobile.com
http://newsroom.t-mobile.com                http://investor.t-mobile.com






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

(in millions, except share and per share amounts)
September 30,
2014
 
December 31,
2013
Assets
 
 
 
Current assets
 
 
 
Cash and cash equivalents
$
5,787

 
$
5,891

Accounts receivable, net of deferred interest and allowances of $465 and $381
4,433

 
3,619

Accounts receivable from affiliates
82

 
41

Inventory
674

 
586

Current portion of deferred tax assets, net
950

 
839

Other current assets
1,369

 
1,252

Total current assets
13,295

 
12,228

Property and equipment, net of accumulated depreciation of $21,410 and $19,649
15,798

 
15,349

Goodwill
1,683

 
1,683

Spectrum licenses
21,689

 
18,122

Other intangible assets, net of accumulated amortization of $726 and $476
956

 
1,204

Other assets
1,694

 
1,367

Total assets
$
55,115

 
$
49,953

Liabilities and Stockholders' Equity
 
 
 
Current liabilities
 
 
 
Accounts payable and accrued liabilities
$
6,057

 
$
4,567

Current payables to affiliates
315

 
199

Short-term debt
1,168

 
244

Deferred revenue
452

 
445

Other current liabilities
613

 
353

Total current liabilities
8,605

 
5,808

Long-term debt to affiliates
5,600

 
5,600

Long-term debt
16,284

 
14,345

Long-term financial obligation
2,510

 
2,496

Deferred tax liabilities
4,744

 
4,645

Deferred rents
2,289

 
2,113

Other long-term liabilities
558

 
701

Total long-term liabilities
31,985

 
29,900

Commitments and contingencies
 
 
 
Stockholders' equity
 
 
 
Preferred stock, par value $0.00001 per share, 100,000,000 shares authorized; no shares issued and outstanding

 

Common stock, par value $0.00001 per share, 1,000,000,000 shares authorized; 808,680,349 and 803,262,309 shares issued, 807,297,844 and 801,879,804 shares outstanding

 

Additional paid-in capital
37,466

 
37,330

Treasury stock, at cost, 1,382,505 and 1,382,505 shares issued

 

Accumulated other comprehensive income
1

 
3

Accumulated deficit
(22,942
)
 
(23,088
)
Total stockholders' equity
14,525

 
14,245

Total liabilities and stockholders' equity
$
55,115

 
$
49,953




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

 
Three Months Ended
 
Nine Months Ended September 30,
(in millions, except shares and per share amounts)
September 30,
2014
 
June 30,
2014
 
September 30,
2013
 
2014
 
2013
Revenues
 
 
 
 
 
 
 
 
 
Branded postpaid revenues
$
3,670

 
$
3,511

 
$
3,302

 
$
10,628

 
$
9,849

Branded prepaid revenues
1,790

 
1,736

 
1,594

 
5,174

 
3,339

Total branded revenues
5,460

 
5,247

 
4,896

 
15,802

 
13,188

Wholesale revenues
171

 
172

 
157

 
517

 
449

Roaming and other service revenues
53

 
65

 
85

 
186

 
262

Total service revenues
5,684

 
5,484

 
5,138

 
16,505

 
13,899

Equipment sales
1,561

 
1,600

 
1,467

 
4,609

 
3,452

Other revenues
105

 
101

 
83

 
296

 
242

Total revenues
7,350

 
7,185

 
6,688

 
21,410

 
17,593

Operating expenses
 
 
 
 
 
 
 
 
 
Cost of services, exclusive of depreciation and amortization shown separately below
1,488

 
1,453

 
1,444

 
4,405

 
3,880

Cost of equipment sales
2,308

 
2,215

 
2,015

 
6,809

 
4,837

Selling, general and administrative
2,283

 
2,151

 
1,933

 
6,530

 
5,286

Depreciation and amortization
1,138

 
1,129

 
987

 
3,322

 
2,630

Cost of MetroPCS business combination
97

 
22

 
12

 
131

 
51

Gains on disposal of spectrum licenses
(13
)
 
(747
)
 

 
(770
)
 

Other, net

 

 

 

 
52

Total operating expenses
7,301

 
6,223

 
6,391

 
20,427

 
16,736

Operating income
49

 
962

 
297

 
983

 
857

Other income (expense)
 
 
 
 
 
 
 
 
 
Interest expense to affiliates
(83
)
 
(85
)
 
(183
)
 
(186
)
 
(586
)
Interest expense
(260
)
 
(271
)
 
(151
)
 
(807
)
 
(311
)
Interest income
97

 
83

 
50

 
255

 
125

Other income (expense), net
(14
)
 
(12
)
 
(7
)
 
(32
)
 
105

Total other expense, net
(260
)
 
(285
)
 
(291
)
 
(770
)
 
(667
)
Income (loss) before income taxes
(211
)
 
677

 
6

 
213

 
190

Income tax expense (benefit)
(117
)
 
286

 
42

 
67

 
135

Net income (loss)
$
(94
)
 
$
391

 
$
(36
)
 
$
146

 
$
55

Other comprehensive income (loss), net of tax
 
 
 
 
 
 
 
 
 
 Net gain on cross currency interest rate swaps, net of tax effect of $0, $0, $0, $0, and $13

 

 

 

 
23

Net loss on foreign currency translation, net of tax effect of $0, $0, $0, $0, and ($37)

 

 

 

 
(62
)
Unrealized gain (loss) on available-for-sale securities, net of tax effect of $0, $0, $0, ($1), and $0
1

 

 

 
(2
)
 

Other comprehensive income (loss), net of tax
1

 

 

 
(2
)
 
(39
)
Total comprehensive income (loss)
$
(93
)
 
$
391

 
$
(36
)
 
$
144

 
$
16

Earnings (loss) per share
 
 
 
 
 
 
 
 
 
Basic
$
(0.12
)
 
$
0.49

 
$
(0.05
)
 
$
0.18

 
$
0.09

Diluted
(0.12
)
 
0.48

 
(0.05
)
 
0.18

 
0.09

Weighted average shares outstanding
 
 
 
 
 
 
 
 
 
Basic
807,221,761

 
803,923,913

 
726,877,458

 
804,572,685

 
642,957,645

Diluted
807,221,761

 
813,556,137

 
726,877,458

 
813,507,827

 
645,520,524



21


T-Mobile US, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
 
Three Months Ended
 
Nine Months Ended September 30,
(in millions)
September 30,
2014
 
June 30,
2014
 
September 30,
2013
 
2014
 
2013
Operating activities
 
 
 
 
 
 
 
 
 
Net cash provided by operating activities
$
1,062

 
$
970

 
$
826

 
$
2,791

 
$
2,541

 
 
 
 
 
 
 
 
 
 
Investing activities
 
 
 
 
 
 
 
 
 
Purchases of property and equipment
(1,131
)
 
(940
)
 
(1,017
)
 
(3,018
)
 
(3,143
)
Purchases of spectrum licenses and other intangible assets
(23
)
 
(2,367
)
 
(1
)
 
(2,390
)
 
(52
)
Short term affiliate loan receivable, net

 

 

 

 
300

Cash and cash equivalents acquired in MetroPCS business combination

 

 

 

 
2,144

Change in restricted cash equivalents

 

 
(100
)
 

 
(100
)
Investments in unconsolidated affiliates, net
(10
)
 
(9
)
 
(22
)
 
(30
)
 
(22
)
Other, net
(1
)

6


10

 
(2
)
 
5

Net cash used in investing activities
(1,165
)
 
(3,310
)
 
(1,130
)
 
(5,440
)
 
(868
)
 
 
 
 
 
 
 
 
 
 
Financing activities
 
 
 
 
 
 
 
 
 
Proceeds from issuance of long-term debt
2,993

 

 
498

 
2,993

 
498

Proceeds from issuance of short-term debt for purchases of inventory
100

 

 

 
100

 

Repayments of short-term debt for purchases of inventory, property and equipment
(283
)
 
(5
)
 
(194
)
 
(514
)
 
(194
)
Repayments related to a variable interest entity

 

 
(40
)
 

 
(80
)
Distribution to affiliate

 

 

 

 
(41
)
Proceeds from exercise of stock options
2

 
9

 
44

 
25

 
116

Taxes paid related to net share settlement of stock awards

 
(72
)
 

 
(72
)
 

Excess tax benefit from stock-based compensation
1

 
33

 
1

 
34

 
4

Other, net
(3
)
 
(16
)
 
(2
)
 
(21
)
 
(5
)
Net cash provided by (used in) financing activities
2,810

 
(51
)
 
307

 
2,545

 
298

 
 
 
 
 
 
 
 
 
 
Change in cash and cash equivalents
2,707

 
(2,391
)
 
3

 
(104
)
 
1,971

Cash and cash equivalents
 
 
 
 
 
 
 
 
 
Beginning of period
3,080

 
5,471

 
2,362

 
5,891

 
394

End of period
$
5,787

 
$
3,080

 
$
2,365

 
$
5,787

 
$
2,365



22


T-Mobile US, Inc. Supplementary Operating and Financial Data

 
 
Quarter
 
Nine Months Ended September 30,
(in thousands)
 
Q1 2013
 
Q2 2013
 
Q3 2013
 
Q4 2013
 
Q1 2014
 
Q2 2014
 
Q3 2014
 
2013
 
2014
Customers, end of period
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Branded postpaid phone customers
 
19,668

 
20,355

 
20,997

 
21,797

 
23,054

 
23,633

 
24,807

 
20,997

 
24,807

Branded postpaid mobile broadband customers
 
426

 
428

 
433

 
502

 
568

 
897

 
1,102

 
433

 
1,102

Total branded postpaid customers
 
20,094

 
20,783

 
21,430

 
22,299

 
23,622

 
24,530

 
25,909

 
21,430

 
25,909

Branded prepaid customers
 
6,028

 
14,935

 
14,960

 
15,072

 
15,537

 
15,639

 
16,050

 
14,960

 
16,050

Total branded customers
 
26,122

 
35,718

 
36,390

 
37,371

 
39,159

 
40,169

 
41,959

 
36,390

 
41,959

M2M customers
 
3,290

 
3,423

 
3,430

 
3,602

 
3,822

 
4,047

 
4,269

 
3,430

 
4,269

MVNO customers
 
4,556

 
4,875

 
5,219

 
5,711

 
6,094

 
6,329

 
6,662

 
5,219

 
6,662

Total wholesale customers
 
7,846

 
8,298

 
8,649

 
9,313

 
9,916

 
10,376

 
10,931

 
8,649

 
10,931

Total customers, end of period
 
33,968

 
44,016

 
45,039

 
46,684

 
49,075

 
50,545

 
52,890

 
45,039

 
52,890


 
 
Quarter
 
Nine Months Ended September 30,
(in thousands)
 
Q1 2013
 
Q2 2013
 
Q3 2013
 
Q4 2013
 
Q1 2014
 
Q2 2014
 
Q3 2014
 
2013
 
2014
Net customer additions (losses)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Branded postpaid phone customers
 
(190
)
 
685

 
643