# UNITED	STATES

# SECURITIES	AND	EXCHANGE	COMMISSION

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

# For	the	fiscal	year	ended	December	31,	2017

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

# For	the	transition	period	from				to

tmuslogo.jpg

# T-MOBILE	US,	INC.

(Exact	name	of	registrant	as	specified	in	its	charter)

DELAWARE

(State	or	other	jurisdiction	of	incorporation	or	organization)

12920	SE	38th	Street,	Bellevue,	Washington

(Address	of	principal	executive	offices)

(I.R.S.	Employer	Identification	No.)

(Zip	Code)

(Registrant's	telephone	number,	including	area	code)

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

# Title	of	Each	Class

# Name	of	Each	Exchange	on	Which	Registered

The	NASDAQ	Stock	Market	LLC

# 	Securities	registered	pursuant	to	Section	12(g)	of	the	Act:	None.

Indicate	by	check	mark	if	the	registrant	is	a	well-known	seasoned	issuer,	as	defined	in	Rule	405	of	the	Securities	Act.				Yes	x	No	¨

Indicate	by	check	mark	if	the	registrant	is	not	required	to	file	reports	pursuant	to	Section	13	or	Section	15(d)	of	the	Act.				Yes	¨	No	x

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

Indicate	by	check	mark	whether	the	registrant	has	submitted	electronically	and	posted	on	its	corporate	Web	site,	if	any,	every	Interactive	Data	File	required	to	be submitted	and	posted	pursuant	to	Rule	405	of	Regulation	S-T	(§232.405	of	this	chapter)	during	the	preceding	12	months	(or	for	such	shorter	period	that	the	registrant	was required	to	submit	and	post	such	files).				Yes	x	No	¨

Indicate	by	check	mark	if	disclosure	of	delinquent	filers	pursuant	to	Item	405	of	Regulation	S-K	(§	229.405	of	this	chapter)	is	not	contained	herein,	and	will	not	be contained,	to	the	best	of	registrant's	knowledge,	in	definitive	proxy	or	information	statements	incorporated	by	reference	in	Part	III	of	this	Form	10-K	or	any	amendment to	this	Form	10-K.				x

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

Non-accelerated	filer					¨	(Do	not	check	if	a	smaller	reporting	company)				Smaller	reporting	company								¨

Emerging	growth	company				¨

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

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

As	of	June	30,	2017,	the	aggregate	market	value	of	the	registrant's	common	stock	held	by	non-affiliates	of	the	registrant	was	$17.8	billion	based	on	the	closing	sale	price as	reported	on	NASDAQ.	As	of	February	2,	2018,	there	were	854,428,593	shares	of	common	stock	outstanding.

# DOCUMENTS	INCORPORATED	BY	REFERENCE

Part	III	of	this	Annual	Report	on	Form	10-K	incorporates	by	reference	certain	portions	of	the	definitive	Proxy	Statement	for	the	registrant's	Annual	Meeting	of Stockholders,	which	definitive	Proxy	Statement	shall	be	filed	with	the	Securities	and	Exchange	Commission	within	120	days	after	the	end	of	the	fiscal	year	to	which	this Report	relates.

# Table	of	Contents

# PART	I.

# PART	II.

# PART	III.

# PART	IV.

# Cautionary	Statement	Regarding	Forward-Looking	Statements

This	Annual	Report	on	Form	10-K	("Form	10-K")	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	and	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	this	Form	10-K,	could	affect	future	results	and cause	those	results	to	differ	materially	from	those	expressed	in	the	forward-looking	statements:

•adverse	economic	or	political	conditions	in	the	U.S.	and	international	markets;

•competition,	industry	consolidation,	and	changes	in	the	market	for	wireless	services	could	negatively	affect	our	ability	to	attract	and	retain customers;

•the	effects	of	any	future	merger,	investment,	or	acquisition	involving	us,	as	well	as	the	effects	of	mergers,	investments,	or	acquisitions	in	the	technology,	media and	telecommunications	industry;

•challenges	in	implementing	our	business	strategies	or	funding	our	operations,	including	payment	for	additional	spectrum	or	network upgrades;

•the	possibility	that	we	may	be	unable	to	renew	our	spectrum	licenses	on	attractive	terms	or	acquire	new	spectrum	licenses	at	reasonable	costs	and terms;

•difficulties	in	managing	growth	in	wireless	data	services,	including	network

quality;

•material	changes	in	available	technology	and	the	effects	of	such	changes,	including	product	substitutions	and	deployment	costs	and performance;

•the	timing,	scope	and	financial	impact	of	our	deployment	of	advanced	network	and	business technologies;

•the	impact	on	our	networks	and	business	from	major	technology	equipment failures;

•breaches	of	our	and/or	our	third-party	vendors'	networks,	information	technology	and	data security;

•natural	disasters,	terrorist	attacks	or	similar	incidents;

•unfavorable	outcomes	of	existing	or	future	litigation;

•any	changes	in	the	regulatory	environments	in	which	we	operate,	including	any	increase	in	restrictions	on	the	ability	to	operate	our networks;

•any	disruption	or	failure	of	our	third	parties'	or	key	suppliers'	provisioning	of	products	or

services;

•material	adverse	changes	in	labor	matters,	including	labor	campaigns,	negotiations	or	additional	organizing	activity,	and	any	resulting	financial,	operational and/or	reputational	impact;

•the	ability	to	make	payments	on	our	debt	or	to	repay	our	existing	indebtedness	when	due	or	to	comply	with	the	covenants	contained therein;

•adverse	change	in	the	ratings	of	our	debt	securities	or	adverse	conditions	in	the	credit

markets;

•changes	in	accounting	assumptions	that	regulatory	agencies,	including	the	Securities	and	Exchange	Commission	("SEC"),	may	require,	which	could	result	in	an impact	on	earnings;

•changes	in	tax	laws,	regulations	and	existing	standards	and	the	resolution	of	disputes	with	any	taxing	jurisdictions;

•the	possibility	that	the	reset	process	under	our	trademark	license	with	Deutsche	Telekom	results	in	changes	to	the	royalty	rates	for	our trademarks.

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.	In	this	Form	10-K,	unless	the	context	indicates	otherwise, references	to	"T-Mobile,"	"T-Mobile	US,"	"our	Company,"	"the	Company,"	"we,"	"our,"	and	"us"	refer	to	T-Mobile	US,	Inc.,	a	Delaware	corporation,	and	its	wholly- owned	subsidiaries.

Investors	and	others	should	note	that	we	announce	material	financial	and	operational	information	to	our	investors	using	our	investor	relations	website,	press	releases, SEC	filings	and	public	conference	calls	and	webcasts.	We	intend	to	also	use	the	@TMobileIR	Twitter	account	(https://twitter.com/TMobileIR)	and	the	@JohnLegere Twitter	(https://twitter.com/JohnLegere),	Facebook	and	Periscope	accounts,	which	Mr.	Legere	also	uses	as	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	we	intend	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.

# Item	1.	Business

# Business	Overview	and	Strategy

# Un-carrier	Strategy

We	are	the	Un-carrier.	Through	our	Un-carrier	strategy,	we've	disrupted	the	wireless	communications	services	industry	by	listening	to	our	customers	and	providing them	with	added	value	and	an	exceptional	experience.	We	introduced	our	Un-carrier	strategy	in	2013	and	have	since	announced	14	signature	initiatives	that	changed	the wireless	industry	forever.	We	ended	annual	service	contracts,	overages,	unpredictable	international	roaming	fees,	data	buckets	and	more.	Customer	response	to	our	Un- carrier	strategy	has	allowed	T-Mobile	to	grow	into	the	third	largest	wireless	provider	in	the	United	States.	We	will	continue	our	relentless	focus	on	customers	and	are determined	to	bring	the	Un-carrier	to	every	potential	customer	in	the	United	States.

Our	relentless	focus	on	customer	experience	through	increased	investment	in	customer	care,	distribution	expansion,	and	digital	initiatives	has	strengthened	our	customer growth	and	increased	customer	retention	and	satisfaction.	We	continue	to	invest	and	innovate	in	these	areas	to	deliver	our	customers	the	best	value	in	the	industry. Everything	we	do	is	powered	by	our	nationwide	4G	LTE	network,	and	we	are	rapidly	preparing	for	the	next	generation	of	5G	services.	Going	forward,	it	is	this	network that	will	allow	us	to	deliver	innovative	new	products	and	services	with	the	same	customer	focused	and	industry	disrupting	mentality	that	has	redefined	wireless	service	in the	United	States.

# History

T-Mobile	USA,	Inc.	("T-Mobile	USA"),	a	Delaware	corporation,	was	formed	in	1994	as	VoiceStream	Wireless	PCS	("VoiceStream"),	a	subsidiary	of	Western	Wireless Corporation	("Western	Wireless").	VoiceStream	was	spun	off	from	Western	Wireless	in	1999,	acquired	by	Deutsche	Telekom	AG	("Deutsche	Telekom")	in	2001	and renamed	T-Mobile	USA,	Inc.	in	2002.

In	2013,	T-Mobile	US,	Inc.	was	formed	through	the	business	combination	between	T-Mobile	USA	and	MetroPCS	Communications,	Inc.	("MetroPCS").	The	business combination	was	accounted	for	as	a	reverse	acquisition	with	T-Mobile	USA	as	the	accounting	acquirer.	Accordingly,	T-Mobile	USA's	historical	financial	statements became	the	historical	financial	statements	of	the	combined	company.

Our	common	stock	trades	on	the	NASDAQ	Global	Select	Market	of	The	NASDAQ	Stock	Market	LLC	("NASDAQ")	under	the	symbol	"TMUS."

# Business

We	provide	wireless	services	to	72.6	million	customers	in	the	postpaid,	prepaid,	and	wholesale	markets	and	generate	revenue	by	providing	affordable	wireless communication	services	to	these	customers,	as	well	as	a	wide	selection	of	wireless	devices	and	accessories.	Our	most	significant	expenses	are	related	to	acquiring	and retaining	high-quality	customers,	providing	a	full	range	of	devices,	compensating	employees,	and	operating	and	expanding	our	network.	We	provide	service,	devices	and accessories	across	our	flagship	brands,	T-Mobile	and	MetroPCS,	through	our	owned	and	operated	retail	stores,	third	party	distributors	and	our	websites	(www.T- Mobile.com	and	www.MetroPCS.com).	The	information	on	our	websites	is	not	part	of	this	Form	10-K.	See	Item	7.	Management's	Discussion	and	Analysis	of	Financial Condition	and	Results	of	Operations	for	addition	information.

# Customers

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

•Branded	postpaid	customers	generally	include	customers	that	are	qualified	to	pay	after	receiving	wireless	communication	services	utilizing	phones,	mobile broadband	devices	(including	tablets),	or	DIGITS;

•Branded	prepaid	customers	generally	include	customers	who	pay	for	wireless	communication	services	in	advance.	Our	branded	prepaid	customers	include customers	of	T-Mobile	and	MetroPCS;	and

•Wholesale	customers	include	Machine-to-Machine	("M2M")	and	MVNO	that	operate	on	our	network,	but	are	managed	by	wholesale partners.

We	generate	the	majority	of	our	service	revenues	by	providing	wireless	communication	services	to	branded	postpaid	and	branded	prepaid	customers.	Our	ability	to acquire	and	retain	branded	postpaid	and	prepaid	customers	is	important	to	our	business	in	the	generation	of	service	revenues,	equipment	revenues	and	other	revenues.	In 2017,	our	service	revenues	generated	by	providing	wireless	communication	services	by	customer	category	were:

# •65%	Branded	postpaid

•31%	Branded	prepaid	customers;

•4%	Wholesale	customers	and	Roaming	and	other	services.

# Segment	and	Geographic	Information

We	operate	as	a	single	operating	segment.	See	Note	1	–	Summary	of	Significant	Accounting	Policies	of	the	Notes	to	the	Consolidated	Financial	Statements	included	in Part	II,	Item	8	of	this	Form	10-K	for	further	information.

All	of	our	revenues	for	the	years	ended	December	31,	2017,	2016,	and	2015	were	earned	in	the	United	States,	including	Puerto	Rico	and	the	U.S.	Virgin	Islands.	All	of our	long-lived	assets	are	located	in	the	United	States,	including	Puerto	Rico	and	the	U.S.	Virgin	Islands.

# Services	and	Products

We	provide	wireless	communication	services	through	a	variety	of	service	plan	options.	We	also	offer	a	wide	selection	of	wireless	devices,	including	smartphones,	tablets and	other	mobile	communication	devices,	which	are	manufactured	by	various	suppliers.	Services,	devices	and	accessories	are	offered	directly	to	consumers	through	the retail	stores	we	operate,	as	well	as	through	our	websites	and	customer	care	channels.	In	addition,	we	sell	devices	to	dealers	and	other	third-party	distributors	for	resale through	independent	third-party	retail	outlets	and	a	variety	of	third-party	websites.

Our	primary	service	plan	offerings,	which	allow	customers	to	subscribe	for	wireless	services	separately	from	the	purchase	of	a	device	include:

•Our	T-Mobile	ONE	plan	("T-Mobile	ONE")	which	gives	our	customers	unlimited	calls,	unlimited	text	and	unlimited	high-speed	4G	LTE	data	on	their	device, where	monthly	wireless	service	fees	and	sales	taxes	are	included	in	the	advertised	monthly	recurring	charge.	On	T-Mobile	ONE,	video	typically	streams	at DVD	(480p)	quality	and	tethering	is	at	maximum	3G	speeds.	Customers	on	T-Mobile	ONE	can	keep	their	price	for	service	until	they	decide	to	change	it	and participating	customers	who	use	2	GB	or	less	of	data	in	a	month	will	get	up	to	a	$10	credit	per	qualifying	line	on	their	next	month's	bill.	Additionally,

qualifying	T-Mobile	ONE	customers	on	family	plans	can	opt	in	for	a	standard	monthly	Netflix	service	plan	at	no	additional	cost.	Customers	can	choose	to	add on	additional	features	for	an	additional	cost	as	follows:

•On	T-Mobile	ONE	Plus,	customers	also	receive	unlimited	High	Definition	video	streaming,	10	GB	of	high-speed	4G	LTE	tethering,	Voicemail	to Text,	NameID,	unlimited	Gogo	in-flight	internet	passes	on	capable	domestic	flights	and	up	to	two	times	faster	speeds	when	traveling	abroad	in	140+ countries	and	destinations.

•On	T-Mobile	ONE	Plus	International,	customers	receive	the	benefits	of	T-Mobile	ONE	Plus	as	well	as	free	and	reduced	calling	from	the	U.S., Mexico,	and	Canada	to	foreign	countries	and	unlimited	high-speed	4G	LTE	tethering.

•Simple	Choice	plans,	which	were	launched	in	2013	as	part	of	phase	1.0	of	our	Un-carrier	initiatives,	eliminated	annual	service	contracts	and	simplified	the lineup	of	consumer	rate	plans	to	one	affordable	plan	for	unlimited	voice	and	messaging	services	with	the	option	to	add	data	services.	On	January	25,	2017,	we streamlined	our	Simple	Choice	plan	offerings	to	new	customers	into	our	T-Mobile	ONE	plan.

Depending	on	their	credit	profile,	customers	are	qualified	either	for	postpaid	or	prepaid	service.

Our	device	options	for	customers	on	T-Mobile	ONE,	and	previously	on	Simple	Choice	plans,	include:

•Depending	on	their	credit	profile,	qualifying	customers	who	purchase	a	device	from	us	have	the	option	of	financing	all	or	a	portion	of	the	purchase	price	at	the time	of	sale	over	an	installment	period	of	up	to	24	months	using	our	Equipment	Installment	Plan	("EIP").

•In	addition,	qualifying	customers	who	finance	their	initial	device	with	an	EIP	can	enroll	in	our	Just	Upgrade	My	Phone	("JUMP!"®)	program	to	later	upgrade their	device.	Upon	a	qualifying	JUMP!	upgrade,	the	customer's	remaining	EIP	balance	is	settled	provided	they	trade-in	their	used	device	at	the	time	of	upgrade in	good	working	condition	and	purchase	a	new	device	from	us	on	a	new	EIP.

•In	2015,	we	introduced	JUMP!	On	Demand.	With	JUMP!	On	Demand,	a	low	monthly	payment	covers	the	cost	of	leasing	a	new	device	and	gives	qualified customers	the	freedom	to	exchange	it	for	a	new	device	up	to	one	time	per	month	for	no	extra	fee.	Upon	device	upgrade	or	at	lease	end,	customers	must	return their	device	in	good	working	condition	or	purchase	their	device.	Customers	that	choose	to	purchase	their	device	have	the	option	to	finance	their	device	over	a nine-month	EIP.

# Network

The	speed	and	capacity	of	our	LTE	network	allows	us	to	offer	"America's	Best	Unlimited	Network"	to	our	customers.	Our	advancements	in	network	technology	and	our spectrum	resources	ensure	we	can	continue	to	increase	the	breadth	and	depth	of	our	network	as	the	industry	moves	towards	5G.

# Spectrum	Growth

We	provide	mobile	communication	services	utilizing	mid-band	spectrum	licenses,	such	as	Advanced	Wireless	Services	("AWS")	and	Personal	Communications	Service ("PCS"),	and	low-band	spectrum	licenses	utilizing	our	600	MHz	and	700	MHz	spectrum.

•We	owned	an	average	of	110	MHz	of	spectrum	nationwide	as	of	December	31,	2017,	comprised	of	an	average	of	31	MHz	in	the	600	MHz	band,	10	MHz	in	the 700	MHz	band,	29	MHz	in	the	1900	MHz	PCS	band	and	40	MHz	in	the	AWS	band.	This	is	compared	to	an	average	of	79	MHz	of	spectrum	nationwide	as	of December	31,	2016.

•In	April	2017,	the	Federal	Communications	Commission	(the	"FCC")	announced	the	results	of	the	broadcast	incentive	auction	which	showed	that	we purchased	a	nationwide	average	of	31	MHz	of	600	MHz	low-band	spectrum	for	$8.0	billion.	This	spectrum	covered	328	million	points	of	presence	("POPs")	as of	December	31,	2017.	See	Note	5	-	Goodwill,	Spectrum	Licenses	and	Other	Intangible	Assets	included	in	Part	II,	Item	8	of	this	Form	10-K	for	further information.

•As	of	December	31,	2017,	T-Mobile	owned	approximately	41	MHz	of	low-band	spectrum	(600	MHz	and	700	MHz),	quadruple	its	pre-auction	low-band holdings.	The	purchased	spectrum	covers	100%	of	the	U.S.

•As	of	December	31,	2017,	at	least	10	MHz	of	600	MHz	spectrum	covering	over	1.2	million	square	miles	and	approximately	62	million	POPs	was	clear and	available	for	deployment.

•T-Mobile	has	actively	engaged	with	broadcasters	to	accelerate	FCC	clearance	timelines,	entering	into	approximately	40	agreements	with	several parties.	These	agreements	will,	in	aggregate,	accelerate	clearing,	bringing	the	total	clearing	target	to	over	100	million	POPs	expected	by	year-end 2018.	We	expect	to	reach	a	clearing	target	of	250	million	POPs	by	year-end	2019.	T-Mobile	remains	committed	to	assisting	broadcasters	occupying 600	MHz	spectrum	to	move	to	new	frequencies.

•In	addition	to	spectrum	clearing,	T-Mobile	aggressively	started	deployments	of	600	MHz	spectrum,	lighting	up	spectrum	in	586	cities	and	towns	in	28 states	across	the	country,	covering	300,000	square	miles	as	of	December	31,	2017.

•We	had	two	new	600	MHz-capable	devices	in	our	retail	distribution	for	the	2017	holiday	season	(LG	V30	and	Samsung	GS8	Active).	We	expect	more than	a	dozen	new	smartphones	to	be	rolled	out	in	2018	to	be	600	MHz-capable.

•Our	600	MHz	spectrum	holdings	will	be	used	to	deploy	America's	first	nationwide	5G	network	expected	by

•Over	the	last	year,	we	have	entered	into	and	closed	on	various	agreements	for	the	acquisition	and	exchange	of	700	MHz	A-Block,	AWS	and	PCS	spectrum licenses.	See	Note	5	–	Goodwill,	Spectrum	Licenses	and	Other	Intangible	Assets	of	the	Notes	to	the	Consolidated	Financial	Statements	included	in	Part	II,	Item 8	of	this	Form	10-K	for	further	information.

•We	intend	to	opportunistically	acquire	spectrum	licenses	in	private	party	transactions	and	future	FCC	spectrum	license auctions.

•Our	wireless	infrastructure	included	approximately	61,000	macro	sites	and	approximately	18,000	distributed	antenna	system	(DAS)	and	small	cell	sites	as	of December	31,	2017.

# Network	Coverage	Growth

•We	continue	to	expand	our	coverage	breadth	and	covered	322	million	people	with	4G	LTE	as	of	December	31,

•By	the	end	of	2018,	we	are	targeting	a	population	coverage	of	325	million	and	a	geographic	coverage	of	2.5	million	square miles.

# Network	Speed	Leadership

As	"America's	Best	Unlimited	Network,"	we	offer	the	fastest	nationwide	4G	LTE	upload	and	download	speeds	in	the	United	States.	The	fourth	quarter	of	2017	is	the 16th	consecutive	quarter	we	have	led	the	industry	in	both	categories,	and	this	is	based	on	the	results	of	millions	of	user-generated	speed	tests.

# Network	Capacity	Growth

We	continue	to	expand	our	capacity	through	the	re-farming	of	existing	spectrum	and	implementation	of	new	technologies	including	Voice	over	LTE	("VoLTE"),	Carrier Aggregation,	4x4	MIMO,	256	Quadrature	Amplitude	Modulation	("QAM")	and	Licensed	Assisted	Access	("LAA").

•VoLTE	comprised	almost	80%	of	total	voice	calls	as	of	December	31,	2017,	compared	to	64%	as	of	December	31,	2016.	Moving	voice	traffic	to	VoLTE	frees up	spectrum	and	allows	for	the	transition	of	spectrum	currently	used	for	2G	and	3G	to	4G	LTE.	We	are	leading	the	U.S.	wireless	industry	in	the	rate	of	VoLTE adoption.

•Carrier	aggregation	is	live	for	our	customers	in	over	875	markets.	This	advanced	technology	delivers	superior	speed	and	performance	by	bonding	multiple discrete	spectrum	channels	together.

•4x4	MIMO	is	currently	available	in	over	475	markets.	This	technology	effectively	delivers	twice	the	speed	and	incremental	network	capacity	to	customers	by doubling	the	number	of	data	paths	between	the	cell	site	and	a	customer's	device.	We	plan	to	start	deploying	massive	MIMO	(FD-MIMO)	in	selected	locations later	in	2018.

•We	have	rolled	out	256	QAM	in	over	925	markets.	256	QAM	increases	the	number	of	bits	delivered	per	transmission	to	enable	faster	speed.	T-Mobile	is	the first	carrier	globally	to	have	rolled	out	the	combination	of	carrier	aggregation,	4x4	MIMO	and	256	QAM.

•T-Mobile	is	implementing	a	significant	small	cell	program.	We	plan	to	roll	out	25,000	small	cells	in	2018	and	early	2019.	This	is	on	top	of	the	approximately 18,000	small	cells	and	DAS	nodes	already	rolled	out	as	of	the	end	of	2017.	In	conjunction	with	the	small	cell	rollout,	we	have	also	started	rolling	out	License Assisted	Access.	The	first	LAA	small	cell	went	live	in	New	York	City	in	the	fourth	quarter	of	2017.

# Distribution

Our	network	expansion	has	provided	a	unique	opportunity	to	grow	our	distribution	footprint	by	over	30	million	POPs	from	the	beginning	of	2016	through	year-end 2017,	bringing	our	total	distribution	footprint	to	over	260	million	people.	In	2017,	we	built	nearly	1,500	new	T-Mobile	stores	and	over	1,300	net	new	MetroPCS	stores. Many	of	these	additional	stores	are	in	geographic	areas	where	T-Mobile	had	not	previously	competed.	In	2017,	we	opened	T-Mobile	stores	in	more	than	600	cities	and towns	where	we	did	not	previously	have	a	retail	presence.

As	of	December	31,	2017,	we	had	approximately	20,100	total	points	of	distribution,	including	approximately	2,200	direct	owned	stores,	13,300	exclusive	third	party locations	and	4,600	non-exclusive	third-party	locations	as	well	as	distribution	through	our	websites	and	customer	care	channels.	Our	distribution	density	in	major metropolitan	areas	provides	customers	with	the	convenience	of	having	retail	and	service	locations	close	to	where	they	live	and	work.

Expansion	of	our	distribution	footprint	will	continue	in	2018.	In	2018,	our	retail	store	expansion	will	be	exclusively	focused	on	Greenfield	markets,	building	on	this significant	future	growth	opportunity.

# Competition

The	wireless	telecommunications	industry	is	highly	competitive.	We	are	the	third	largest	provider	of	postpaid	service	plans	and	the	largest	provider	of	prepaid	service plans	in	the	U.S.	as	measured	by	customers.	Our	competitors	include	other	national	carriers,	such	as	AT&T	Inc.	("AT&T"),	Verizon	Communications,	Inc.	("Verizon") and	Sprint	Corporation	("Sprint").	AT&T	and	Verizon	are	significantly	larger	than	us	and	enjoy	greater	resources	and	scale	advantages	as	compared	to	us.	In	addition, our	competitors	include	numerous	smaller	regional	carriers,	existing	MVNOs,	including	TracFone	Wireless,	Inc.	and	Comcast	Corporation	("Comcast"),	and	future MVNOs,	such	as	Charter	Communications,	Inc.,	many	of	which	offer	or	plan	to	offer	no-contract,	postpaid	and	prepaid	service	plans.	Competitors	also	include	providers who	offer	similar	communication	services,	such	as	voice,	messaging	and	data	services,	using	alternative	technologies	or	services.	Competitive	factors	within	the	wireless telecommunications	industry	include	pricing,	market	saturation,	service	and	product	offerings,	customer	experience,	network	investment	and	quality,	development	and deployment	of	technologies,	availability	of	additional	spectrum	licenses	and	regulatory	changes.	Some	competitors	have	shown	a	willingness	to	use	aggressive	pricing	as a	source	of	differentiation.	Other	competitors	have	sought	to	add	ancillary	services,	like	mobile	video,	to	enhance	their	offerings.	Taken	together,	the	competitive	factors we	face	continue	to	put	pressure	on	growth	and	margins	as	companies	compete	to	retain	the	current	customer	base	and	continue	to	add	new	customers.

# Employees

As	of	December	31,	2017,	we	employed	approximately	51,000	full-time	and	part-time	employees,	including	network,	retail,	administrative	and	customer	support functions.

# Regulation

The	FCC	regulates	many	key	aspects	of	our	business,	including	licensing,	construction,	the	operation	and	use	of	our	network,	modifications	of	our	network,	control	and ownership	of	our	licenses	and	authorizations,	the	sale,	transfer	and	acquisition	of	certain	licenses,	domestic	roaming	arrangements	and	interconnection	agreements, pursuant	to	its	authority	under	the	Communications	Act	of	1934,	as	amended	("Communications	Act").	The	FCC	has	a	number	of	complex	requirements	and proceedings	that	affect	our	operations	and	that	could	increase	our	costs	or	diminish	our	revenues.	For	example,	the	FCC	has	rules	regarding	provision	of	911	and	E-911 services,	porting	telephone	numbers,	interconnection,	roaming,	internet	openness	or	net	neutrality,	disabilities	access,	privacy	and	cybersecurity,	consumer	protection, and	the	universal	service	and	Lifeline	programs.	Many	of	these	and	other	issues	are	being	considered	in	ongoing	proceedings,	and	we	cannot	predict	whether	or	how such	actions	will	affect	our	business,	financial	condition	or	results	of	operations.	Our	ability	to	provide	services	and	generate	revenues	could	be	harmed	by	adverse regulatory	action	or	changes	to	existing	laws	and	regulations.	In	addition,	regulation	of	companies	that	offer	competing	services	can	impact	our	business	indirectly.

Wireless	communications	providers	must	be	licensed	by	the	FCC	to	provide	communications	services	at	specified	spectrum	frequencies	within	specified	geographic areas	and	must	comply	with	the	rules	and	policies	governing	the	use	of	the	spectrum	as	adopted	by	the	FCC.	The	FCC	issues	each	license	for	a	fixed	period	of	time, typically	10	years	in	the	case	of	cellular,	PCS	and	point-to-point	microwave	licenses.	AWS	licenses	have	an	initial	term	of	15	years,	with	successive	10-year	terms thereafter.	While	the	FCC	has	generally	renewed	licenses	given	to	operating	companies	like	us,	the	FCC	has	authority	to	both	revoke	a	license	for	cause	and	to	deny	a license	renewal	if	a	renewal	is	not	in	the	public	interest.	Furthermore,	we	could	be	subject	to	fines,	forfeitures	and	other	penalties	for	failure	to	comply	with	FCC regulations,	even	if	any	such	non-compliance	was	unintentional.	In	extreme	cases,	penalties	can	include	revocation	of	our	licenses.	The	loss	of	any	licenses,	or	any related	fines	or	forfeitures,	could	adversely	affect	our	business,	results	of	operations	and	financial	condition.

Additionally,	Congress'	and	the	FCC's	allocation	of	additional	spectrum	for	broadband	commercial	mobile	radio	service	("CMRS"),	which	includes	cellular,	PCS	and specialized	mobile	radio,	could	significantly	increase	competition.	We	cannot	assess	the	impact	that	any	developments	that	may	occur	in	the	U.S.	economy	or	any	future spectrum	allocations	by	the	FCC	may	have	on	license	values.	FCC	spectrum	auctions	and	other	market	developments	may	adversely	affect	the	market	value	of	our licenses	in	the	future.	A	significant	decline	in	the	value	of	our	licenses	could	adversely	affect	our	financial	condition	and	results	of	operations.	In	addition,	the	FCC periodically	reviews	its	policies	on	how	to	evaluate	carriers'	spectrum	holdings.	A	change	in	these	policies	could	affect	spectrum	resources	and	competition	among	us and	other	carriers.

Congress	and	the	FCC	have	imposed	limitations	on	foreign	ownership	of	CMRS	licensees	that	exceed	20%	direct	ownership	or	25%	indirect	ownership.	The	FCC	has ruled	that	higher	levels	of	indirect	foreign	ownership,	even	up	to	100%,	are	presumptively	consistent	with	the	public	interest	albeit	subject	to	review.	Consistent	with that	established	policy,	the	FCC	has	issued	a	declaratory	ruling	authorizing	up	to	100%	ownership	of	our	company	by	Deutsche	Telekom.	This	declaratory	ruling,	and our	licenses,	are	conditioned	on	Deutsche	Telekom's	and	the	Company's	compliance	with	a	network	security	agreement

with	the	Department	of	Justice,	the	Federal	Bureau	of	Investigation	and	the	Department	of	Homeland	Security.	Failure	to	comply	with	the	terms	of	this	agreement	could result	in	fines,	injunctions	and	other	penalties,	including	potential	revocation	of	our	spectrum	licenses.

While	the	Communications	Act	generally	preempts	state	and	local	governments	from	regulating	the	entry	of,	or	the	rates	charged	by,	wireless	communication	providers, certain	state	and	local	governments	regulate	other	terms	and	conditions	of	wireless	service,	including	billing,	termination	of	service	arrangements	and	the	imposition	of early	termination	fees,	advertising,	network	outages,	the	use	of	devices	while	driving,	zoning	and	land	use.	Additionally,	the	Federal	Trade	Commission	("FTC")	and other	federal	agencies	have	asserted	that	they	have	jurisdiction	over	some	consumer	protection	and	elimination	and	prevention	of	anticompetitive	business	practices	with respect	to	the	provision	of	non-common	carrier	services.	Further,	the	FCC	and	the	Federal	Aviation	Administration	regulate	the	siting,	lighting	and	construction	of transmitter	towers	and	antennae.	Tower	siting	and	construction	are	also	subject	to	state	and	local	zoning,	as	well	as	federal	statutes	regarding	environmental	and	historic preservation.	The	future	costs	to	comply	with	all	relevant	regulations	are	to	some	extent	unknown	and	changes	to	regulations,	or	the	applicability	of	regulations,	could result	in	higher	operating	and	capital	expenses,	or	reduced	revenues	in	the	future.

# Available	Information

Our	Form	10-K	and	all	other	reports	and	amendments	filed	with	or	furnished	to	the	SEC,	are	publicly	available	free	of	charge	on	the	Investor	Relations	section	of	our website	at	investor.t-mobile.com	or	at	www.sec.gov	as	soon	as	reasonably	practicable	after	these	materials	are	filed	with	or	furnished	to	the	SEC.	Our	corporate governance	guidelines,	code	of	ethics	for	senior	financial	officers,	code	of	business	conduct,	and	charters	for	the	audit,	compensation,	nominating	and	corporate governance	and	executive	committees	of	our	Board	of	Directors	are	also	posted	on	the	Investor	Relations	section	of	our	website	at	investor.t-mobile.com.	The information	on	our	websites	is	not	part	of	this	or	any	other	report	we	file	with,	or	furnishes	to,	the	SEC.

# Item	1A.	Risk	Factors

In	addition	to	the	other	information	contained	in	this	Form	10-K,	the	following	risk	factors	should	be	considered	carefully	in	evaluating	T-Mobile.	Our	business, financial	condition,	liquidity,	or	operating	results,	as	well	as	the	price	of	our	common	stock	and	other	securities,	could	be	materially	adversely	affected	by	any	of	these risks.

# Risks	Related	to	Our	Business	and	the	Wireless	Industry

# Competition,	industry	consolidation,	and	changes	in	the	market	for	wireless	services	could	negatively	affect	our	ability	to	attract	and	retain	customers	and adversely	affect	our	business,	financial	condition,	and	operating	results.

We	have	multiple	wireless	competitors,	some	of	which	have	greater	resources	than	us	and	compete	for	customers	based	principally	on	service/device	offerings;	price; network	coverage,	speed	and	quality;	and	customer	service.	We	expect	market	saturation	to	continue	to	cause	the	wireless	industry's	customer	growth	rate	to	be moderate	in	comparison	with	historical	growth	rates,	or	possibly	negative,	leading	to	ongoing	competition	for	customers.	We	also	expect	that	our	customers'	appetite	for data	services	will	place	increasing	demands	on	our	network	capacity.	This	competition	and	our	capacity	will	continue	to	put	pressure	on	pricing	and	margins	as companies	compete	for	potential	customers.	Our	ability	to	compete	will	depend	on,	among	other	things,	continued	absolute	and	relative	improvement	in	network	quality and	customer	service,	effective	marketing	and	selling	of	products	and	services,	innovation,	attractive	pricing,	and	cost	management,	all	of	which	will	involve	significant expenses.

Joint	ventures,	mergers,	acquisitions	and	strategic	alliances	in	the	wireless	sector	have	resulted	in	and	are	expected	to	result	in	larger	competitors	competing	for	a	limited number	of	customers.	The	two	largest	national	wireless	communication	providers	currently	serve	a	significant	percentage	of	all	wireless	customers	and	hold	significant spectrum	and	other	resources.	Our	largest	competitors	may	be	able	to	enter	into	exclusive	handset,	device,	or	content	arrangements,	execute	pervasive	advertising	and marketing	campaigns,	or	otherwise	improve	their	cost	position	relative	to	ours.	In	addition,	refusal	of	our	large	competitors	to	provide	critical	access	to	resources	and inputs,	such	as	roaming	services	on	reasonable	terms,	could	improve	their	position	within	the	wireless	broadband	mobile	services	industry.

We	face	intense	and	increasing	competition	from	other	service	providers	as	industry	sectors	converge,	such	as	cable,	telecom	services	and	content,	satellite,	and	other service	providers.	Companies	like	Comcast	and	AT&T	(and	AT&T's	proposed	acquisition	of	Time	Warner,	Inc.)	will	have	the	scale	and	assets	to	aggressively	compete in	a	converging	industry.	Verizon,	through	the	acquisitions	of	AOL,	Inc.	and	Yahoo!	Inc.	is	also	a	significant	competitor	focusing	on	premium	content	offerings	to diversify	outside	of	core	wireless.	Further,	some	of	our	competitors	now	provide	content	services	in	addition	to	voice	and

broadband	services,	and	consumers	are	increasingly	accessing	video	content	from	Internet-based	providers	and	applications,	all	of	which	create	increased	competition	in this	area.	These	factors,	together	with	the	effects	of	the	increasing	aggregate	penetration	of	wireless	services	in	all	metropolitan	areas	and	the	ability	of	our	larger competitors	to	use	resources	to	build	out	their	networks	and	to	quickly	deploy	advanced	technologies,	could	make	it	more	difficult	for	us	to	continue	to	attract	and	retain customers,	and	may	adversely	affect	our	competitive	position	and	ability	to	grow,	which	would	have	a	material	adverse	effect	on	our	business,	financial	condition	and operating	results.

# The	scarcity	and	cost	of	additional	wireless	spectrum,	and	regulations	relating	to	spectrum	use,	may	adversely	affect	our	business	strategy	and	financial condition	and	operating	results.

We	will	need	to	acquire	additional	spectrum	in	order	to	continue	our	customer	growth,	expand	and	deepen	our	coverage,	maintain	our	quality	of	service,	meet	increasing customer	demands	and	deploy	new	technologies.	We	will	be	at	a	competitive	disadvantage	and	possibly	experience	erosion	in	the	quality	of	service	in	certain	markets	if we	fail	to	gain	access	to	necessary	spectrum	before	reaching	network	capacity.	As	a	result,	we	are	actively	seeking	to	make	additional	investment	in	spectrum,	which could	be	significant.

The	continued	interest	in,	and	acquisition	of,	spectrum	by	existing	carriers	and	others	may	reduce	our	ability	to	acquire	and/or	increase	the	cost	of	acquiring	spectrum	in the	secondary	market	or	negatively	impact	our	ability	to	gain	access	to	spectrum	through	other	means,	including	government	auctions.	We	may	need	to	enter	into spectrum	sharing	or	leasing	arrangements,	which	are	subject	to	certain	risks	and	uncertainties	and	may	involve	significant	expenditures.	Gaining	access	to	the	spectrum we	won	in	the	FCC	600	MHz	auction	in	2017	may	take	up	to	three	years	or	more.	Any	material	delay	could	adversely	impact	our	ability	to	implement	our	plans	and efforts	to	improve	our	network.	In	addition,	our	return	on	investment	in	spectrum	depends	on	our	ability	to	attract	additional	customers	and	to	provide	additional	services and	usage	to	existing	customers.	As	a	result,	the	return	on	any	investment	in	spectrum	that	we	make	may	not	be	as	much	as	we	anticipate	or	take	longer	than	expected. Additionally,	we	may	be	unable	to	secure	the	spectrum	we	need	in	any	auction	we	may	elect	to	participate	in	or	in	the	secondary	market,	on	favorable	terms	or	at	all.

The	FCC	may	impose	conditions	on	the	use	of	new	wireless	broadband	mobile	spectrum	that	may	negatively	impact	our	ability	to	obtain	spectrum	economically	or	in appropriate	configurations	or	coverage	areas.	Additional	conditions	that	may	be	imposed	by	the	FCC	include	heightened	build-out	requirements,	limited	license	terms	or renewal	rights,	and	clearing	obligations	that	may	make	it	less	attractive	or	less	economical	to	acquire	spectrum.	In	addition,	rules	may	be	established	for	future government	spectrum	auctions	that	may	negatively	impact	our	ability	to	obtain	spectrum	economically	or	in	appropriate	configurations	or	coverage	areas.

If	we	cannot	acquire	needed	spectrum	from	the	government	or	otherwise,	if	competitors	acquire	spectrum	that	will	allow	them	to	provide	services	competitive	with	our services,	or	if	we	cannot	deploy	services	over	acquired	spectrum	on	a	timely	basis	without	burdensome	conditions,	at	reasonable	cost,	and	while	maintaining	network quality	levels,	then	our	ability	to	attract	and	retain	customers	and	our	associated	financial	condition	and	operating	results	could	be	materially	adversely	affected.

# If	we	are	unable	to	take	advantage	of	technological	developments	on	a	timely	basis,	we	may	experience	a	decline	in	demand	for	our	services	or	face	challenges in	implementing	or	evolving	our	business	strategy.

Significant	technological	changes	continue	to	impact	the	communications	industry.	In	general,	these	technological	changes	enhance	communications	and	enable	a broader	array	of	companies	to	offer	services	competitive	with	ours.	In	order	to	grow	and	remain	competitive	with	new	and	evolving	technologies	in	our	industry,	we	will need	to	adapt	to	future	changes	in	technology,	continually	invest	in	our	network,	enhance	our	existing	offerings,	and	introduce	new	offerings	to	address	our	current	and potential	customers'	changing	demands.	Enhancing	our	network,	such	as	deploying	5G,	is	subject	to	risk	from	equipment	changes	and	migration	of	customers	from existing	spectrum	bands	and	the	potential	inability	to	secure	spectrum	necessary	to	deploy	advanced	technologies.	Adopting	new	and	sophisticated	technologies	may result	in	implementation	issues	such	as	scheduling	and	supplier	delays,	unexpected	or	increased	costs,	technological	constraints,	regulatory	permitting	issues,	customer dissatisfaction,	and	other	issues	that	could	cause	delays	in	launching	new	technological	capabilities,	which	in	turn	could	result	in	significant	costs	or	reduce	the anticipated	benefits	of	the	upgrades.	In	general,	the	development	of	new	services	in	the	wireless	telecommunications	industry	will	require	us	to	anticipate	and	respond	to the	continuously	changing	demands	of	our	customers,	which	we	may	not	be	able	to	do	accurately	or	timely.	If	our	new	services	fail	to	retain	or	gain	acceptance	in	the marketplace	or	if	costs	associated	with	these	services	are	higher	than	anticipated,	this	could	have	a	material	adverse	effect	on	our	business,	financial	condition	and operating	results.

# We	could	be	harmed	by	data	loss	or	other	security	breaches,	whether	directly	or	by	way	of	third	parties.

Our	business,	like	that	of	most	retailers	and	wireless	companies,	involves	the	receipt,	storage,	and	transmission	of	confidential	information,	including	sensitive	personal information	and	payment	card	information,	confidential	information	about	our	employees	and	suppliers,	and	other	sensitive	information	about	our	Company,	such	as	our business	plans,	transactions	and	intellectual	property	("confidential	information").	Unauthorized	access	to	confidential	information	may	be	difficult	to	anticipate,	detect, or	prevent,	particularly	given	that	the	methods	of	unauthorized	access	constantly	change	and	evolve.	We	may	experience	unauthorized	access	or	distribution	of confidential	information	by	third	parties	or	employees,	errors	or	breaches	by	third	party	suppliers,	or	other	breaches	of	security	that	compromise	the	integrity	of confidential	information,	and	such	breaches	can	have	a	materially	adverse	effect	on	our	business	or	damage	our	reputation.

Cyber-attacks,	such	as	denial	of	service	and	other	malicious	attacks,	could	disrupt	our	internal	systems	and	applications,	impair	our	ability	to	provide	services	to	our customers,	and	have	other	adverse	effects	on	our	business	and	that	of	others	who	depend	on	our	services.	As	a	telecommunications	carrier,	we	are	considered	a	critical infrastructure	provider	and	therefore	may	be	more	likely	to	be	the	target	of	such	attacks.	Such	attacks	against	companies	may	be	perpetrated	by	a	variety	of	groups	or persons,	including	those	in	jurisdictions	where	law	enforcement	measures	to	address	such	attacks	are	ineffective	or	unavailable,	and	such	attacks	may	even	be perpetrated	by	or	at	the	behest	of	foreign	governments.

In	addition,	we	provide	confidential,	proprietary	and	personal	information	to	third-party	service	providers	when	it	is	necessary	to	pursue	business	objectives.	We	and	our third-party	service	providers	have	been	subject	to	unauthorized	access	to	confidential	information	in	the	past,	including	a	breach	at	one	of	our	credit	check	providers	in September	2015	in	which	a	subset	of	records	containing	current	and	potential	customer	information	was	compromised	by	an	external	party.

Our	procedures	and	safeguards	to	prevent	unauthorized	access	to	sensitive	data	and	to	defend	against	attacks	seeking	to	disrupt	our	services	must	be	continually evaluated	and	revised	to	address	the	ever-evolving	threat	landscape.	We	cannot	make	assurances	that	all	preventive	actions	taken	will	adequately	repel	a	significant attack	or	prevent	information	security	breaches	or	the	misuses	of	data,	unauthorized	access	by	third	parties	or	employees,	or	exploits	against	third-party	supplier environments.	If	we	are	subject	to	such	attacks	or	security	breaches,	we	may	incur	significant	costs,	be	subject	to	regulatory	investigations,	sanctions	and	private litigation,	experience	disruptions	to	our	operations	or	suffer	damage	to	our	reputation.	Any	future	cyber-attacks	or	security	breaches	may	materially	adversely	affect	our business,	financial	condition,	and	operating	results.

# System	failures	and	business	disruptions	may	allow	unauthorized	use	of	or	interference	with	our	network	and	other	systems	which	could	be	materially adversely	affect	our	reputation	and	financial	condition.

To	be	successful,	we	must	provide	our	customers	with	reliable,	trustworthy	service	and	protect	the	communications,	location,	and	personal	information	shared	or generated	by	our	customers.	We	rely	upon	both	our	systems	and	networks	and	the	systems	and	networks	of	other	providers	and	suppliers	to	provide	and	support	our services	and,	in	some	cases,	protect	our	customers'	information	and	our	information.	Failure	of	our	or	others'	systems,	networks,	or	infrastructure	may	prevent	us	from providing	reliable	service	or	may	allow	for	the	unauthorized	use	of	or	interference	with	our	networks	and	other	systems	or	for	the	compromise	of	customer	information. Examples	of	these	risks	include:

•human	error	such	as	responding	to	deceptive	communications	or	unintentionally	executing	malicious

code;

•physical	damage,	power	surges	or	outages,	or	equipment	failure,	including	those	as	a	result	of	severe	weather,	natural	disasters,	terrorist	attacks,	political instability	and	volatility,	and	acts	of	war;

•theft	of	customer	and/or	proprietary	information	offered	for	sale	for	competitive	advantage	or	corporate

extortion;

•unauthorized	access	to	our	IT	and	business	systems	or	to	our	network	and	critical	infrastructure	and	those	of	our	suppliers	and	other providers;

•supplier	failures	or	delays;	and

•system	failures	or	outages	of	our	business	systems	or	communications

Such	events	could	cause	us	to	lose	customers,	lose	revenue,	incur	expenses,	suffer	reputational	damage,	and	subject	us	to	litigation	or	governmental	investigation. Remediation	costs	could	include	liability	for	information	loss,	repairing	infrastructure	and	systems,	and/or	costs	of	incentives	offered	to	customers.	Our	insurance	may not	cover,	or	be	adequate	to	fully	reimburse	us	for,	costs	and	losses	associated	with	such	events.

# We	are	in	the	process	of	implementing	a	new	billing	system,	which	will	support	a	portion	of	our	subscribers,	while	maintaining	our	legacy	billing	system.	Any unanticipated	difficulties,	disruption,	or	significant	delays	could	have	adverse	operational,	financial,	and	reputational	effects	on	our	business.

We	are	currently	implementing	a	new	customer	billing	system,	which	involves	a	new	third-party	supported	platform	and	utilization	of	a	phased	deployment	approach. Post	implementation,	we	plan	to	operate	both	the	existing	and	new	billing	systems	in	parallel	to	aid	in	the	transition	to	the	new	system	until	all	phases	of	the	conversion are	complete.

The	implementation	may	cause	major	system	or	business	disruptions,	or	we	may	fail	to	implement	the	new	billing	system	in	a	timely	or	effective	manner.	In	addition,	the third-party	billing	services	supporting	vendor	may	experience	errors,	cyber-attacks,	or	other	operational	disruptions	that	could	negatively	impact	us	and	over	which	we may	have	limited	control.	Interruptions	and/or	failure	of	this	new	billing	services	system	could	disrupt	our	operations	and	impact	our	ability	to	provide	or	bill	for	our services,	retain	customers,	attract	new	customers,	or	negatively	impact	overall	customer	experience.	Any	occurrence	of	the	foregoing	could	cause	material	adverse effects	on	our	operations	and	financial	condition,	material	weaknesses	in	our	internal	control	over	financial	reporting,	and	reputational	damage.

# We	rely	on	third	parties	to	provide	products	or	services	for	the	operation	of	our	business,	and	a	failure	or	inability	by	such	parties	to	provide	these	products or	services	could	adversely	affect	our	business,	financial	condition,	and	operating	results.

We	depend	heavily	on	suppliers,	their	subcontractors,	and	other	third	parties	in	order	for	us	to	efficiently	operate	our	business.	Due	to	the	complexity	of	our	business,	it is	not	unusual	for	multiple	vendors	located	in	multiple	locations	to	help	us	to	develop,	maintain,	and	troubleshoot	products	and	services,	such	as	network	components, software	development	services,	and	billing	and	customer	service	support.	Our	suppliers	may	provide	services	outside	of	the	United	States,	which	carries	associated additional	regulatory	and	legal	obligations.	We	commonly	rely	upon	the	suppliers	to	provide	contractual	assurances	and	accurate	information	regarding	risks	associated with	their	provision	of	products	or	services	in	accordance	with	our	expectations	and	standards	such	as	our	supplier	code	of	conduct	and	our	third	party-risk	management standards.	Failure	of	such	suppliers	to	comply	with	our	expectations	and	standards	could	have	a	material	adverse	effect	on	our	business,	financial	condition,	and operating	results.

There	are	multiple	sources	for	the	types	of	products	and	services	we	purchase	or	use.	However,	there	are	a	limited	number	of	suppliers	for	billing	services,	voice	and	data communications	transport	services,	network	infrastructure,	equipment,	handsets,	other	devices,	and	payment	processing	services,	among	other	products	and	services. Disruptions	or	failure	of	such	suppliers	to	adequately	perform	could	have	a	material	adverse	effect	on	our	business,	financial	condition,	and	operating	results.

In	the	past,	our	suppliers,	contractors,	service	providers	and	third-party	retailers	may	not	have	always	performed	at	the	levels	we	expected	or	at	the	levels	required	by their	contracts.	Our	business	could	be	severely	disrupted	if	key	suppliers,	contractors,	service	providers,	or	third-party	retailers	fail	to	comply	with	their	contracts	or become	unable	to	continue	provision	of	services	or	supplies.	Our	business	could	also	be	disrupted	if	we	experience	delays	or	service	degradation	during	any	transition	to a	new	outsourcing	provider	or	other	supplier	or	if	we	are	required	to	replace	the	supplied	products	or	services	with	those	from	another	source,	especially	if	the replacement	becomes	necessary	on	short	notice.	Any	such	disruptions	could	have	a	material	adverse	effect	on	our	business,	financial	condition,	and	operating	results.

# Economic,	political,	and	market	conditions	may	adversely	affect	our	business,	financial	condition,	and	operating	results,	as	well	as	our	access	to	financing	on favorable	terms	or	at	all.

Our	business,	financial	condition,	and	operating	results	are	sensitive	to	changes	in	general	economic	conditions,	including	interest	rates,	consumer	credit	conditions, consumer	debt	levels,	consumer	confidence,	rates	of	inflation	(or	concerns	about	deflation),	unemployment	rates,	economic	growth,	energy	costs,	and	other	macro- economic	factors.	Difficult,	or	worsening,	general	economic	conditions	could	have	a	material	adverse	effect	on	our	business,	financial	condition,	and	operating	results.

Market	volatility,	political	and	economic	uncertainty,	and	weak	economic	conditions,	such	as	a	recession	or	economic	slowdown,	may	materially	adversely	affect	our business,	financial	condition,	and	operating	results	in	a	number	of	ways.	Our	services	are	available	to	a	broad	customer	base,	a	significant	segment	of	which	may	be more	vulnerable	to	weak	economic	conditions.	We	may	have	greater	difficulty	in	gaining	new	customers	within	this	segment,	and	existing	customers	may	be	more likely	to	terminate	service	due	to	an	inability	to	pay.

Weak	economic	conditions	and	credit	conditions	may	also	adversely	impact	our	suppliers	and	dealers,	some	of	which	have	filed	for	or	may	be	considering	bankruptcy, or	may	experience	cash	flow	or	liquidity	problems,	or	are	unable	to	obtain	or	refinance

credit	such	that	they	may	no	longer	be	able	to	operate.	Any	of	these	could	adversely	impact	our	ability	to	distribute,	market,	or	sell	our	products	and	services.

In	addition,	instability	in	the	global	financial	markets	could	lead	to	periodic	volatility	in	the	credit,	equity,	and	fixed	income	markets.	This	volatility	could	limit	our access	to	the	credit	markets,	leading	to	higher	borrowing	costs	or,	in	some	cases,	the	inability	to	obtain	financing	on	terms	that	are	acceptable	to	us	or	at	all.

# The	agreements	governing	our	indebtedness	and	other	financing	arrangements	include	restrictive	covenants	that	limit	our	operating	flexibility.

The	agreements	governing	our	indebtedness	and	other	financing	arrangements	impose	significant	operating	and	financial	restrictions	on	us.	These	restrictions,	subject	in certain	cases	to	customary	baskets,	exceptions,	and	incurrence-based	ratio	tests,	may	limit	our	or	our	subsidiaries'	ability	to	engage	in	some	transactions,	including	the following:

•incurring	additional	indebtedness	and	issuing	preferred	stock;

•paying	dividends,	redeeming	capital	stock,	or	making	other	restricted	payments	or investments;

•selling	or	buying	assets,	properties,	or	licenses,	including	participating	in	future	FCC	auctions	of	spectrum	or	private	sales	of spectrum;

•developing	assets,	properties,	or	licenses	that	we	have	or	in	the	future	may procure;

•creating	liens	on	assets;

•engaging	in	mergers,	acquisitions,	business	combinations,	or	other transactions;

•entering	into	transactions	with	affiliates;	and

•placing	restrictions	on	the	ability	of	subsidiaries	to	pay	dividends	or	make	other payments.

These	restrictions	could	limit	our	ability	to	react	to	changes	in	our	operating	environment	or	the	economy.	Any	future	indebtedness	that	we	incur	may	contain	similar	or more	restrictive	covenants.	Any	failure	to	comply	with	the	restrictions	of	our	debt	agreements	and	other	financing	arrangements	may	result	in	an	event	of	default	under these	agreements,	which	in	turn	may	result	in	defaults	or	acceleration	of	obligations	under	these	agreements	and	other	agreements,	giving	our	lenders	the	right	to terminate	any	commitments	they	had	made	to	provide	us	with	further	funds	and	to	require	us	to	repay	all	amounts	then	outstanding.	Any	of	these	events	would	have	a material	adverse	effect	on	our	business,	financial	condition,	and	operating	results.

# Our	significant	indebtedness	could	adversely	affect	our	business,	financial	condition	and	operating	results.

Our	ability	to	make	payments	on	our	debt,	to	repay	our	existing	indebtedness	when	due,	and	to	fund	our	capital-intensive	business	and	operations,	and	significant planned	capital	expenditures	will	depend	on	our	ability	to	generate	cash	in	the	future,	which	is	in	turn	subject	to	the	operational	risks	described	elsewhere	in	this	report. Our	debt	service	obligations	could	have	material	adverse	effects	on	our	business,	financial	condition,	and	operating	results,	including	by:

•limiting	our	flexibility	in	planning	for,	or	reacting	to,	changes	in	our	business	or	the	communications	industry	or	pursuing	growth opportunities;

•reducing	the	amount	of	cash	available	for	other	operational	or	strategic	needs;

•placing	us	at	a	competitive	disadvantage	to	competitors	who	are	less	leveraged	than	we

Some	of	our	debt	also	has	a	floating	rate	of	interest	linked	to	various	indices.	If	the	change	in	indices	result	in	interest	rate	increases,	debt	service	requirements	will increase,	which	could	adversely	affect	our	cash	flow	and	operating	results.	In	addition,	any	agreements	we	have	and	may	continue	to	enter	into	to	limit	our	exposure	to interest	rate	increases	may	not	offer	complete	protection	from	this	risk,	and	any	portion	not	subject	to	such	agreements	would	have	full	exposure	to	interest	rate increases.	Any	of	these	risks	could	have	a	material	adverse	effect	on	our	business,	financial	condition	and	operating	results.

Failure	to	maintain	effective	internal	controls	in	accordance	with	Section	404	of	the	Sarbanes-Oxley	Act	could	result	in	a	loss	of	investor	confidence	regarding our	financial	statements	or	may	have	a	material	adverse	effect	on	our	business.

Under	Section	404	of	the	Sarbanes-Oxley	Act	of	2002,	we	along	with	our	independently	registered	public	accounting	firm	are	required	to	report	on	the	effectiveness	of our	internal	control	over	financial	reporting.	We	rely	heavily	on	IT	systems	as	an	important	part	of	our	internal	controls	in	order	to	operate,	transact,	and	otherwise manage	our	business,	as	well	as	provide

effective	and	timely	reporting	of	our	financial	results.	Failure	to	design	and	maintain	effective	internal	controls,	including	those	over	our	IT	systems,	could	constitute	a material	weakness	that	could	result	in	inaccurate	financial	statements,	inaccurate	disclosures,	or	failure	to	prevent	fraud.	If	we	or	our	independent	registered	public accounting	firm	were	unable	to	conclude	that	we	have	effective	internal	control	over	financial	reporting,	investor	confidence	regarding	our	financial	statements	and	our business	could	be	materially	adversely	affected.

# Our	financial	condition	and	operating	results	will	be	impaired	if	we	experience	high	fraud	rates	related	to	device	financing,	credit	cards,	dealers,	or subscriptions.

Our	operating	costs	could	increase	substantially	as	a	result	of	fraud,	including	device	financing,	customer	credit	card,	subscription,	or	dealer	fraud.	If	our	fraud	detection strategies	and	processes	are	not	successful	in	detecting	and	controlling	fraud,	whether	directly	or	by	way	of	the	systems,	processes,	and	operations	of	third	parties	such	as national	retailers,	dealers,	and	others,	the	resulting	loss	of	revenue	or	increased	expenses	could	have	a	material	adverse	effect	on	our	financial	condition	and	operating results.

# We	rely	on	highly-skilled	personnel	throughout	all	levels	of	our	business.	Our	business	could	be	harmed	if	we	are	unable	to	retain	or	motivate	key	personnel, hire	qualified	personnel	or	maintain	our	corporate	culture.

The	market	for	highly-skilled	workers	and	leaders	in	our	industry	is	extremely	competitive.	We	believe	that	our	future	success	depends	in	substantial	part	on	our	ability to	recruit,	hire,	motivate,	develop,	and	retain	talented	and	highly-skilled	personnel	for	all	areas	of	our	organization.	Doing	so	may	be	difficult	due	to	many	factors, including	fluctuations	in	economic	and	industry	conditions,	changes	to	U.S.	immigration	policy,	competitors'	hiring	practices,	employee	tolerance	for	the	significant amount	of	change	within	and	demands	on	our	Company	and	our	industry,	and	the	effectiveness	of	our	compensation	programs.	Our	continued	ability	to	compete effectively	depends	on	our	ability	to	retain	and	motivate	our	existing	employees	and	to	attract	new	employees.	If	we	do	not	succeed	in	retaining	and	motivating	our existing	key	employees	and	attracting	new	key	personnel,	we	may	not	be	able	to	meet	our	business	plan	and,	as	a	result,	our	revenue	growth	and	profitability	may	be materially	adversely	affected.

# Any	acquisition,	investment,	or	merger	may	subject	us	to	significant	risks,	any	of	which	may	harm	our	business.

We	may	pursue	acquisitions	of,	investments	in	or	mergers	with	businesses,	technologies,	services	and/or	products	that	complement	or	expand	our	business.	Some	of these	potential	transactions	could	be	significant	relative	to	the	size	of	our	business	and	operations.	Any	such	transaction	would	involve	a	number	of	risks	and	could present	financial,	managerial	and	operational	challenges,	including:

•diversion	of	management	attention	from	running	our	existing

•increased	costs	to	integrate	the	networks,	spectrum,	technology,	personnel,	customer	base	and	business	practices	of	the	business	involved	in	any	such transaction	with	our	business;

•difficulties	in	effectively	integrating	the	financial	and	operational	reporting	systems	of	the	business	involved	in	any	such	transaction	into	(or	supplanting	such systems	with)	our	financial	and	operational	reporting	infrastructure	and	internal	control	framework	in	an	effective	and	timely	manner;

•potential	exposure	to	material	liabilities	not	discovered	in	the	due	diligence	process	or	as	a	result	of	any	litigation	arising	in	connection	with	any	such transaction;

•significant	transaction	expenses	in	connection	with	any	such	transaction,	whether	consummated	or

•risks	related	to	our	ability	to	obtain	any	required	regulatory	approvals	necessary	to	consummate	any	such transaction;

•acquisition	financing	may	not	be	available	on	reasonable	terms	or	at	all	and	any	such	financing	could	significantly	increase	our	outstanding	indebtedness	or otherwise	affect	our	capital	structure	or	credit	ratings;	and

•any	business,	technology,	service,	or	product	involved	in	any	such	transaction	may	significantly	under-perform	relative	to	our	expectations,	and	we	may	not achieve	the	benefits	we	expect	from	our	transaction,	which	could,	among	other	things,	also	result	in	a	write-down	of	goodwill	and	other	intangible	assets associated	with	such	transaction.

For	any	or	all	of	these	reasons,	our	pursuit	of	an	acquisition,	investment,	or	merger	may	have	a	material	adverse	effect	on	our	business,	financial	condition,	and operating	results.

# Risks	Related	to	Legal	and	Regulatory	Matters

# Changes	in	regulations	or	in	the	regulatory	framework	under	which	we	operate	could	adversely	affect	our	business,	financial	condition	and	operating	results.

The	FCC	regulates	the	licensing,	construction,	modification,	operation,	ownership,	sale,	and	interconnection	of	wireless	communications	systems,	as	do	some	state	and local	regulatory	agencies.	In	particular,	the	FCC	imposes	significant	regulation	on	licensees	of	wireless	spectrum	with	respect	to	how	radio	spectrum	is	used	by licensees,	the	nature	of	the	services	that	licensees	may	offer	and	how	the	services	may	be	offered,	and	the	resolution	of	issues	of	interference	between	spectrum	bands. Additionally,	the	FTC	and	other	federal	and	state	agencies	have	asserted	that	they	have	jurisdiction	over	some	consumer	protection,	and	elimination	and	prevention	of anticompetitive	business	practices	with	respect	to	the	provision	of	wireless	products	and	services.	We	are	subject	to	regulatory	oversight	by	various	federal,	state	and local	agencies,	as	well	as	judicial	review	and	actions,	on	issues	related	to	the	wireless	industry	that	include,	but	are	not	limited	to:	roaming,	interconnection,	spectrum allocation	and	licensing,	facilities	siting,	pole	attachments,	intercarrier	compensation,	Universal	Service	Fund	("USF"),	net	neutrality,	911	services,	consumer	protection, consumer	privacy,	and	cybersecurity.	We	are	also	subject	to	regulations	in	connection	with	other	aspects	of	our	business,	including	handset	financing	and	insurance activities.

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

In	addition,	states	are	increasingly	focused	on	the	quality	of	service	and	support	that	wireless	communication	providers	provide	to	their	customers	and	several	states	have proposed	or	enacted	new	and	potentially	burdensome	regulations	in	this	area.	We	also	face	potential	investigations	by,	and	inquiries	from	or	actions	by	state	Public Utility	Commissions.	We	also	cannot	assure	you	that	Congress	will	not	amend	the	Communications	Act,	from	which	the	FCC	obtains	its	authority	and	which	serves	to limit	state	authority,	or	enact	other	legislation	in	a	manner	that	could	be	adverse	to	our	business.

Failure	to	comply	with	applicable	regulations	could	have	a	material	adverse	effect	on	our	business,	financial	condition	and	operating	results.	We	could	be	subject	to fines,	forfeitures,	and	other	penalties	(including,	in	extreme	cases,	revocation	of	our	spectrum	licenses)	for	failure	to	comply	with	FCC	or	other	governmental regulations,	even	if	any	such	non-compliance	was	unintentional.	The	loss	of	any	licenses,	or	any	related	fines	or	forfeitures,	could	adversely	affect	our	business, financial	condition,	and	operating	results.

# Unfavorable	outcomes	of	legal	proceedings	may	adversely	affect	our	business,	financial	condition	and	operating	results.

We	are	regularly	involved	in	a	number	of	legal	proceedings	before	various	state	and	federal	courts,	the	FCC,	the	FTC,	other	federal	agencies,	and	state	and	local regulatory	agencies,	including	state	attorneys	general.	Such	legal	proceedings	can	be	complex,	costly,	and	highly	disruptive	to	our	business	operations	by	diverting	the attention	and	energies	of	management	and	other	key	personnel.	The	assessment	of	the	outcome	of	legal	proceedings,	including	our	potential	liability,	if	any,	is	a	highly subjective	process	that	requires	judgments	about	future	events	that	are	not	within	our	control.	The	amounts	ultimately	received	or	paid	upon	settlement	or	pursuant	to final	judgment,	order	or	decree	may	differ	materially	from	amounts	accrued	in	our	financial	statements.	In	addition,	litigation	or	similar	proceedings	could	impose restraints	on	our	current	or	future	manner	of	doing	business.	Such	potential	outcomes	including	judgments,	awards,	settlements	or	orders	could	have	a	material	adverse effect	on	our	business,	financial	condition	and	operating	results.

# We	offer	highly	regulated	financial	services	products.	These	products	expose	us	to	a	wide	variety	of	state	and	federal	regulations.

The	financing	of	devices,	through	our	EIP	and	JUMP!	On	Demand	programs,	has	expanded	our	regulatory	compliance	obligations.	Failure	to	remain	compliant	with applicable	regulations,	may	increase	our	risk	exposure	in	the	following	areas:

•consumer	complaints	and	potential	examinations	or	enforcement	actions	by	federal	and	state	regulatory	agencies,	including	but	not	limited	to	the	Consumer Financial	Protection	Board,	state	attorneys	general,	the	FCC	and	the	FTC;	and

•regulatory	fines,	penalties,	enforcement	actions,	civil	litigation,	and/or	class	action

lawsuits.

Failure	to	comply	with	applicable	regulations	and	the	realization	of	any	of	these	risks	could	have	a	material	adverse	effect	on	our	business,	financial	condition,	and operating	results.

# We	may	not	be	able	to	adequately	protect	the	intellectual	property	rights	on	which	our	business	depends	or	may	be	accused	of	infringing	intellectual	property rights	of	third	parties.

We	rely	on	a	combination	of	patent,	service	mark,	trademark,	and	trade	secret	laws	and	contractual	restrictions	to	establish	and	protect	our	proprietary	rights,	all	of	which offer	only	limited	protection.	The	steps	we	have	taken	to	protect	our	intellectual	property	may	not	prevent	the	misappropriation	of	our	proprietary	rights.	We	may	not have	the	ability	in	certain	jurisdictions	to	adequately	protect	intellectual	property	rights.	Moreover,	others	may	independently	develop	processes	and	technologies	that are	competitive	to	ours.	Also,	we	may	not	be	able	to	discover	or	determine	the	extent	of	any	unauthorized	use	of	our	proprietary	rights.	Unauthorized	use	of	our intellectual	property	rights	may	increase	the	cost	of	protecting	these	rights	or	reduce	our	revenues.	We	cannot	be	sure	that	any	legal	actions	against	such	infringers	will be	successful,	even	when	our	rights	have	been	infringed.	We	cannot	assure	you	that	our	pending	or	future	patent	applications	will	be	granted	or	enforceable,	or	that	the rights	granted	under	any	patent	that	may	be	issued	will	provide	us	with	any	competitive	advantages.	In	addition,	we	cannot	assure	you	that	any	trademark	or	service mark	registrations	will	be	issued	with	respect	to	pending	or	future	applications	or	will	provide	adequate	protection	of	our	brands.	We	do	not	have	insurance	coverage	for intellectual	property	losses,	and	as	such,	a	charge	for	an	anticipated	settlement	or	an	adverse	ruling	awarding	damages	represents	an	unplanned	loss	event.	Any	of	these factors	could	have	a	material	adverse	effect	on	our	business,	financial	condition,	and	operating	results.

Third	parties	may	claim	we	infringe	their	intellectual	property	rights.	We	are	a	defendant	in	numerous	intellectual	property	lawsuits,	including	patent	infringement lawsuits,	which	exposes	us	to	the	risk	of	adverse	financial	impact	either	by	way	of	significant	settlement	amounts	or	damage	awards.	As	we	adopt	new	technologies	and new	business	systems,	and	provide	customers	with	new	products	and/or	services,	we	may	face	additional	infringement	claims.	These	claims	could	require	us	to	cease certain	activities	or	to	cease	selling	relevant	products	and	services.	These	claims	can	be	time-consuming	and	costly	to	defend,	and	divert	management	resources,	and expose	us	to	significant	damages	awards	or	settlements,	any	or	all	of	which	could	have	a	material	adverse	effect	on	our	operations	and	financial	condition.	In	addition	to litigation	directly	involving	our	Company,	our	vendors	and	suppliers	can	be	threatened	with	patent	litigation	and/or	subjected	to	the	threat	of	disruption	or	blockage	of sale,	use,	or	importation	of	products,	posing	the	risk	of	supply	chain	interruption	to	particular	products	and	associated	services	which	could	have	a	material	adverse effect	on	our	business,	financial	condition	and	operating	results.

# Our	business	may	be	impacted	by	new	or	changing	tax	laws	or	regulations	and	actions	by	federal,	state,	and/or	local	agencies,	or	how	judicial	authorities	apply tax	laws.

In	connection	with	the	products	and	services	we	sell,	we	calculate,	collect,	and	remit	various	federal,	state,	and	local	taxes,	surcharges	and	regulatory	fees	("tax"	or "taxes")	to	numerous	federal,	state	and	local	governmental	authorities,	including	federal	USF	contributions	and	common	carrier	regulatory	fees.	In	addition,	we	incur and	pay	state	and	local	taxes	and	fees	on	purchases	of	goods	and	services	used	in	our	business.

Tax	laws	are	dynamic	and	subject	to	change	as	new	laws	are	passed	and	new	interpretations	of	the	law	are	issued	or	applied.	In	many	cases,	the	application	of	tax	laws (including	the	recently	enacted	Tax	Cuts	and	Jobs	Act	of	2017	in	the	United	States)	is	uncertain	and	subject	to	differing	interpretations,	especially	when	evaluated against	new	technologies	and	telecommunications	services,	such	as	broadband	internet	access	and	cloud	related	services.	Changes	in	tax	laws	could	also	impact	revenue on	tax	inclusive	plans.

In	the	event	that	we	have	incorrectly	described,	disclosed,	calculated,	assessed,	or	remitted	amounts	that	were	due	to	governmental	authorities,	we	could	be	subject	to additional	taxes,	fines,	penalties,	or	other	adverse	actions,	which	could	materially	impact	our	business,	financial	condition	and	operating	results.	In	the	event	that	federal, state,	and/or	local	municipalities	were	to	significantly	increase	taxes	on	our	network,	operations,	or	services,	or	seek	to	impose	new	taxes,	it	could	have	a	material adverse	effect	on	our	business,	financial	condition	and	operating	results.

# Our	wireless	licenses	are	subject	to	renewal	and	may	be	revoked	in	the	event	that	we	violate	applicable	laws.

Our	existing	wireless	licenses	are	subject	to	renewal	upon	the	expiration	of	the	10-year	or	15-year	period	for	which	they	are	granted.	Historically,	the	FCC	has	approved our	license	renewal	applications.	However,	the	Communications	Act	provides	that	licenses	may	be	revoked	for	cause	and	license	renewal	applications	denied	if	the	FCC determines	that	a	renewal	would	not	serve	the	public	interest.	In	addition,	our	licenses	are	subject	to	our	compliance	with	the	terms	set	forth	in	the	agreement

pertaining	to	national	security	among	Deutsche	Telekom,	the	Federal	Bureau	of	Investigation,	the	Department	of	Justice,	the	Department	of	Homeland	Security	and	the Company.	The	failure	of	Deutsche	Telekom	or	the	Company	to	comply	with	the	terms	of	this	agreement	could	result	in	fines,	injunctions	and	other	penalties,	including potential	revocation	or	non-renewal	of	our	spectrum	licenses.	If	we	fail	to	timely	file	to	renew	any	wireless	license	or	fail	to	meet	any	regulatory	requirements	for renewal,	including	construction	and	substantial	service	requirements,	we	could	be	denied	a	license	renewal.	Many	of	our	wireless	licenses	are	subject	to	interim	or	final construction	requirements	and	there	is	no	guarantee	that	the	FCC	will	find	our	construction,	or	the	construction	of	prior	licensees,	sufficient	to	meet	the	build-out	or renewal	requirements.	The	FCC	has	pending	a	rulemaking	proceeding	to	reevaluate,	among	other	things,	its	wireless	license	renewal	showings	and	standards	and	may	in this	or	other	proceedings	promulgate	changes	or	additional	substantial	requirements	or	conditions	to	its	renewal	rules,	including	revising	license	build-out	requirements. Accordingly,	we	cannot	assure	you	that	the	FCC	will	renew	our	wireless	licenses	upon	their	expiration.	If	any	of	our	wireless	licenses	were	to	be	revoked	or	not	renewed upon	expiration,	we	would	not	be	permitted	to	provide	services	under	that	license,	which	could	have	a	material	adverse	effect	on	our	business,	financial	condition,	and operating	results.

# Our	business	could	be	adversely	affected	by	findings	of	product	liability	for	health/safety	risks	from	wireless	devices	and	transmission	equipment,	as	well	as	by changes	to	regulations/radio	frequency	emission	standards.

We	do	not	manufacture	the	devices	or	other	equipment	that	we	sell,	and	we	depend	on	our	suppliers	to	provide	defect-free	and	safe	equipment.	Suppliers	are	required	by applicable	law	to	manufacture	their	devices	to	meet	certain	governmentally	imposed	safety	criteria.	However,	even	if	the	devices	we	sell	meet	the	regulatory	safety criteria,	we	could	be	held	liable	with	the	equipment	manufacturers	and	suppliers	for	any	harm	caused	by	products	we	sell	if	such	products	are	later	found	to	have	design or	manufacturing	defects.	We	generally	seek	to	enter	into	indemnification	agreements	with	the	manufacturers	who	supply	us	with	devices	to	protect	us	from	losses associated	with	product	liability,	but	we	cannot	guarantee	that	we	will	be	fully	protected	against	all	losses	associated	with	a	product	that	is	found	to	be	defective.

Allegations	have	been	made	that	the	use	of	wireless	handsets	and	wireless	transmission	equipment,	such	as	cell	towers,	may	be	linked	to	various	health	concerns, including	cancer	and	brain	tumors.	Lawsuits	have	been	filed	against	manufacturers	and	carriers	in	the	industry	claiming	damages	for	alleged	health	problems	arising from	the	use	of	wireless	handsets.	In	addition,	the	FCC	has	from	time	to	time	gathered	data	regarding	wireless	handset	emissions	and	its	assessment	of	this	issue	may evolve	based	on	its	findings.	The	media	has	also	reported	incidents	of	handset	battery	malfunction,	including	reports	of	batteries	that	have	overheated.	These	allegations may	lead	to	changes	in	regulatory	standards.	There	have	also	been	other	allegations	regarding	wireless	technology,	including	allegations	that	wireless	handset	emissions may	interfere	with	various	electronic	medical	devices	(including	hearing	aids	and	pacemakers),	airbags	and	anti-lock	brakes.	Defects	in	the	products	of	our	suppliers, such	as	the	2016	recall	by	a	handset	Original	Equipment	Manufacturer	("OEM")	on	one	of	its	smartphone	devices,	could	have	a	material	adverse	effect	on	our	business, financial	condition	and	operating	results.

Additionally,	there	are	safety	risks	associated	with	the	use	of	wireless	devices	while	operating	vehicles	or	equipment.	Concerns	over	any	of	these	risks	and	the	effect	of any	legislation,	rules	or	regulations	that	have	been	and	may	be	adopted	in	response	to	these	risks	could	limit	our	ability	to	sell	our	wireless	services.

# Risks	Related	to	Ownership	of	our	Common	Stock

# We	are	controlled	by	Deutsche	Telekom,	whose	interests	may	differ	from	the	interests	of	our	other	stockholders.

Deutsche	Telekom	beneficially	owns	and	possesses	majority	voting	power	of	the	fully	diluted	shares	of	our	common	stock.

Through	its	control	of	the	voting	power	of	our	common	stock	and	the	rights	granted	to	Deutsche	Telekom	in	our	certificate	of	incorporation	and	the	Stockholder's Agreement,	Deutsche	Telekom	controls	the	election	of	our	directors	and	all	other	matters	requiring	the	approval	of	our	stockholders.	By	virtue	of	Deutsche	Telekom's voting	control,	we	are	a	"controlled	company,"	as	defined	in	the	NASDAQ	listing	rules,	and	are	not	subject	to	NASDAQ	requirements	that	would	otherwise	require	us	to have	a	majority	of	independent	directors,	a	nominating	committee	composed	solely	of	independent	directors	or	a	compensation	committee	composed	solely	of independent	directors.	Accordingly,	our	stockholders	will	not	be	afforded	the	same	protections	generally	as	stockholders	of	other	NASDAQ-listed	companies	with respect	to	corporate	governance	for	so	long	as	we	rely	on	these	exemptions	from	the	corporate	governance	requirements.

In	addition,	our	certificate	of	incorporation	and	the	Stockholder's	Agreement	restrict	us	from	taking	certain	actions	without	Deutsche	Telekom's	prior	written	consent	as long	as	Deutsche	Telekom	beneficially	owns	30%	or	more	of	the	outstanding	shares	of	our	common	stock,	including:

•the	incurrence	of	debt	(excluding	certain	permitted	debt)	if	our	consolidated	ratio	of	debt	to	cash	flow,	as	defined	in	the	indenture	dated	April	28,	2013,	for	the most	recently	ended	four	full	fiscal	quarters	for	which	financial	statements	are	available	would	exceed	5.25	to	1.0	on	a	pro	forma	basis;

•the	acquisition	of	any	business,	debt	or	equity	interests,	operations	or	assets	of	any	person	for	consideration	in	excess	of	$1.0 billion;

•the	sale	of	any	of	our	or	our	subsidiaries'	divisions,	businesses,	operations	or	equity	interests	for	consideration	in	excess	of	$1.0 billion;

•the	incurrence	of	secured	debt	(excluding	certain	permitted	secured debt);

•any	change	in	the	size	of	our	Board	of Directors;

•the	issuances	of	equity	securities	in	excess	of	10%	of	our	outstanding	shares	or	to	repurchase	debt	held	by	Deutsche Telekom;

•the	repurchase	or	redemption	of	equity	securities	or	the	declaration	of	extraordinary	or	in-kind	dividends	or	distributions	other	than	on	a	pro	rata	basis;

•the	termination	or	hiring	of	our	chief	executive

officer.

These	restrictions	could	prevent	us	from	taking	actions	that	our	Board	of	Directors	may	otherwise	determine	are	in	the	best	interests	of	the	Company	and	our stockholders	or	that	may	be	in	the	best	interests	of	our	other	stockholders.

Deutsche	Telekom	effectively	has	control	over	all	matters	submitted	to	our	stockholders	for	approval,	including	the	election	or	removal	of	directors,	changes	to	our certificate	of	incorporation,	a	sale	or	merger	of	our	Company	and	other	transactions	requiring	stockholder	approval	under	Delaware	law.	Deutsche	Telekom's controlling	interest	may	have	the	effect	of	making	it	more	difficult	for	a	third	party	to	acquire,	or	discouraging	a	third	party	from	seeking	to	acquire,	the	Company. Deutsche	Telekom	may	have	strategic,	financial,	or	other	interests	different	from	our	other	stockholders,	including	as	the	holder	of	a	substantial	amount	of	our indebtedness	and	as	the	counter-party	in	a	number	of	commercial	arrangements,	and	may	make	decisions	adverse	to	the	interests	of	our	other	stockholders.

In	addition,	we	license	certain	trademarks	from	Deutsche	Telekom,	including	the	right	to	use	the	trademark	"T-Mobile"	as	a	name	for	the	Company	and	our	flagship brand,	under	a	trademark	license	agreement	between	Deutsche	Telekom	and	the	Company.		As	described	in	more	detail	in	our	proxy	statement	under	the	heading "Transactions	with	Related	Persons	and	Approval",	we	are	obligated	under	the	trademark	license	to	pay	Deutsche	Telekom	a	royalty	in	an	amount	equal	to	0.25%,	which we	refer	to	as	the	royalty	rate,	of	the	net	revenue	(as	defined	in	the	trademark	license)	generated	by	products	and	services	sold	by	the	Company	under	the	licensed trademarks.	However,	the	license	agreement	includes	a	royalty	rate	adjustment	mechanism	that	will	occur	in	early	2018	and	potentially	result	in	a	new	royalty	rate effective	in	January	2019.		We	also	have	the	right	to	terminate	the	trademark	license	upon	one	year's	prior	notice.		An	increase	in	the	royalty	rate	or	termination	of	the trademark	license	could	have	a	material	adverse	effect	on	our	business,	financial	condition	and	operating	results.

# Future	sales	or	issuances	of	our	common	stock,	including	sales	by	Deutsche	Telekom,	could	have	a	negative	impact	on	our	stock	price.

We	cannot	predict	the	effect,	if	any,	that	market	sales	of	shares	or	the	availability	of	shares	of	our	common	stock	will	have	on	the	prevailing	trading	price	of	our common	stock	from	time	to	time.	Sales	or	issuances	of	a	substantial	number	of	shares	of	our	common	stock	could	cause	our	stock	price	to	decline	and	could	result	in dilution	of	your	shares.

We	and	Deutsche	Telekom	are	parties	to	the	Stockholder's	Agreement	pursuant	to	which	Deutsche	Telekom	is	free	to	transfer	its	shares	in	public	sales	without	notice,	as long	as	such	transactions	would	not	result	in	the	transferee	owning	30%	or	more	of	the	outstanding	shares	of	our	common	stock.	If	a	transfer	would	exceed	the	30% threshold,	it	is	prohibited	unless	the	transferee	makes	a	binding	offer	to	purchase	all	of	the	other	outstanding	shares	on	the	same	price	and	terms.	The	Stockholder's Agreement	does	not	otherwise	impose	any	other	restrictions	on	the	sales	of	common	stock	by	Deutsche	Telekom.	Moreover,	we	have	filed	a	shelf	registration	statement with	respect	to	the	common	stock	and	certain	debt	securities	held	by	Deutsche	Telekom,	which	would	facilitate	the	resale	by	Deutsche	Telekom	of	all	or	any	portion	of the	shares	of	our	common	stock	it	holds.	The	sale	of	shares	of	our	common	stock	by	Deutsche	Telekom	(other	than	in	transactions	involving	the	purchase	of	all	of	our outstanding	shares)	could	significantly	increase	the	number	of	shares	available	in	the	market,	which	could	cause	a	decrease

in	our	stock	price.	In	addition,	even	if	Deutsche	Telekom	does	not	sell	a	large	number	of	its	shares	into	the	market,	its	right	to	transfer	a	large	number	of	shares	into	the market	may	depress	our	stock	price.

# Our	stock	price	may	be	volatile,	and	may	fluctuate	based	upon	factors	that	have	little	or	nothing	to	do	with	our	business,	financial	condition	and	operating results.

The	trading	prices	of	the	securities	of	communications	companies	historically	have	been	highly	volatile,	and	the	trading	price	of	our	common	stock	may	be	subject	to wide	fluctuations.	Our	stock	price	may	fluctuate	in	reaction	to	a	number	of	events	and	factors	that	may	include,	among	other	things:

•our	or	our	competitors'	actual	or	anticipated	operating	and	financial	results;	introduction	of	new	products	and	services	by	us	or	our	competitors	or	changes	in service	plans	or	pricing	by	us	or	our	competitors;

•analyst	projections,	predictions	and	forecasts,	analyst	target	prices	for	our	securities	and	changes	in,	or	our	failure	to	meet,	securities	analysts' expectations;

•transaction	in	our	common	stock	by	major investors;

•share	repurchases	by	us	or	purchases	by	Deutsche Telekom;

•Deutsche	Telekom's	financial	performance,	results	of	operation,	or	actions	implied	or	taken	by	Deutsche Telekom;

•entry	of	new	competitors	into	our	markets	or	perceptions	of	increased	price	competition,	including	a	price

•our	performance,	including	subscriber	growth,	and	our	financial	and	operational	metric performance;

•market	perceptions	relating	to	our	services,	network,	handsets,	and	deployment	of	our	LTE	platform	and	our	access	to	iconic	handsets,	services,	applications,	or content;

•market	perceptions	of	the	wireless	communications	industry	and	valuation	models	for	us	and	the industry;

•conditions	or	trends	in	the	Internet	and	the	industry	sectors	we	operate in;

•changes	in	our	credit	rating	or	future prospects;

•changes	in	interest	rates;

•changes	in	our	capital	structure,	including	issuance	of	additional	debt	or	equity	to	the public;

•the	availability	or	perceived	availability	of	additional	capital	in	general	and	our	access	to	such capital;

•actual	or	anticipated	consolidation,	or	other	strategic	mergers	or	acquisition	activities	involving	us	or	our	competitors,	or	other	participants	in	related	or adjacent	industries,	or	market	speculations	regarding	such	activities;

•disruptions	of	our	operations	or	service	providers	or	other	vendors	necessary	to	our	network operations;

•the	general	state	of	the	U.S.	and	world	politics	and	economies;

•availability	of	additional	spectrum,	whether	by	the	announcement,	commencement,	bidding	and	closing	of	auctions	for	new	spectrum	or	the	acquisition	of companies	that	own	spectrum,	and	the	extent	to	which	we	or	our	competitors	succeed	in	acquiring	additional	spectrum.

In	addition,	the	stock	market	has	been	volatile	in	the	recent	past	and	has	experienced	significant	price	and	volume	fluctuations,	which	may	continue	for	the	foreseeable future.	This	volatility	has	had	a	significant	impact	on	the	trading	price	of	securities	issued	by	many	companies,	including	companies	in	the	communications	industry. These	changes	frequently	occur	irrespective	of	the	operating	performance	of	the	affected	companies.	Hence,	the	trading	price	of	our	common	stock	could	fluctuate	based upon	factors	that	have	little	or	nothing	to	do	with	our	business,	financial	condition	and	operating	results.

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

We	have	never	paid	or	declared	any	cash	dividends	on	our	common	stock,	and	we	do	not	intend	to	declare	or	pay	any	cash	dividends	on	our	common	stock	in	the foreseeable	future.	Our	credit	facilities	and	the	indentures	and	supplemental	indentures	governing	our	long-term	debt	to	affiliates	and	third	parties	contain	covenants that,	among	other	things,	restrict	our	ability	to	declare	or	pay	dividends	on	our	common	stock.	We	currently	intend	to	use	future	earnings,	if	any,	to	invest	in	our	business and	to	fund	our	existing	stock	repurchase	program.

# Our	previously	announced	stock	repurchase	program,	and	any	subsequent	stock	purchase	program	put	in	place	from	time	to	time,	could	affect	the	price	of	our common	stock,	increase	the	volatility	of	our	common	stock	and	could	diminish	our	cash	reserves.	Such	repurchase	program	may	be	suspended	or	terminated at	any	time,	which	may	result	in	a	decrease	in	the	trading	price	of	our	common	stock.

We	may	have	in	place	from	time	to	time,	a	stock	repurchase	program.	Any	such	stock	repurchase	program	adopted	will	not	obligate	the	Company	to	repurchase	any dollar	amount	or	number	of	shares	of	common	stock	and	may	be	suspended	or	discontinued	at	any	time,	which	could	cause	the	market	price	of	our	common	stock	to decline.	The	timing	and	actual	number	of	shares	repurchased	under	any	such	stock	repurchase	program	depends	on	a	variety	of	factors	including	the	timing	of	open trading	windows,	the	price	of	our	common	stock,	corporate	and	regulatory	requirements	and	other	market	conditions.	We	may	effect	repurchases	under	any	stock repurchase	program	from	time	to	time	in	the	open	market,	in	privately	negotiated	transactions	or	otherwise,	including	accelerated	stock	repurchase	arrangements. Repurchases	pursuant	to	any	such	stock	repurchase	program	could	affect	our	stock	price	and	increase	its	volatility.	The	existence	of	a	stock	repurchase	program	could also	cause	our	stock	price	to	be	higher	than	it	would	be	in	the	absence	of	such	a	program	and	could	potentially	reduce	the	market	liquidity	for	our	stock.	There	can	be	no assurance	that	any	stock	repurchases	will	enhance	stockholder	value	because	the	market	price	of	our	common	stock	may	decline	below	the	levels	at	which	we repurchased	shares	of	common	stock.	Although	our	stock	repurchase	program	is	intended	to	enhance	stockholder	value,	short-term	stock	price	fluctuations	could	reduce the	program's	effectiveness.	Additionally,	our	share	repurchase	program	could	diminish	our	cash	reserves,	which	may	impact	our	ability	to	finance	future	growth	and	to pursue	possible	future	strategic	opportunities	and	acquisitions.	See	Item	5.	Market	for	Registrant's	Common	Equity,	Related	Stockholder	Matters	and	Issuer	Purchases of	Equity	Securities	and	Note	10	-	Repurchases	of	Common	Stock	included	in	Part	II	of	this	Form	10-K	for	further	information.

# Item	1B.	Unresolved	Staff	Comments

# None.

# Item	2.	Properties

As	of	December	31,	2017,	our	significant	properties	that	we	primarily	leased	and	were	used	in	connection	with	switching	centers,	data	centers,	call	centers	and warehouses	were	as	follows:

|  | Approximate	Number | Approximate	Size	in	Square	Feet |
| :--- | :--- | :--- |
| Switching\tcenters | 61 | 1,300,000 |
| Data\tcenters | 6 | 500,000 |
| Call\tcenter | 17 | 1,400,000 |
| Warehouses | 15 | 500,000 |

•Approximately	61,000	macro	sites	and	approximately	18,000	distributed	antenna	system	and	small	cell

sites.

•Approximately	2,200	T-Mobile	and	MetroPCS	retail	locations,	including	stores	and	kiosks	ranging	in	size	from	approximately	100	square	feet	to	17,000	square feet.

•Office	space	totaling	approximately	900,000	square	feet	for	our	corporate	headquarters	in	Bellevue,	Washington.	We	use	these	offices	for	engineering	and administrative	purposes.

•Office	space	throughout	the	U.S.,	totaling	approximately	1,700,000	square	feet	as	of	December	31,	2017,	for	use	by	our	regional	offices	primarily	for administrative,	engineering	and	sales	purposes.

In	February	2018,	we	extended	the	leases	related	to	our	corporate	headquarters	facility.

# Item	3.	Legal	Proceedings

See	Note	13	-	Commitments	and	Contingencies	of	the	Notes	to	the	Consolidated	Financial	Statements	included	in	Part	II,	Item	8	of	this	Form	10-K	for	information regarding	certain	legal	proceedings	in	which	we	are	involved.

# Item	4.	Mine	Safety	Disclosures

# Item	5.	Market	for	Registrant's	Common	Equity,	Related	Stockholder	Matters	and	Issuer	Purchases	of	Equity	Securities

# Market	Information

Our	common	stock	is	traded	on	the	NASDAQ	Global	Select	Market	under	the	symbol	"TMUS."	As	of	December	31,	2017,	there	were	269	registered	stockholders	of record	of	our	common	stock,	but	we	estimate	the	total	number	of	stockholders	to	be	much	higher	as	a	number	of	our	shares	are	held	by	brokers	or	dealers	for	their customers	in	street	name.

The	high	and	low	common	stock	sales	prices	per	share	were	as	follows:

|  | High | Low |
| :--- | :--- | :--- |
| Year\tEnded\tDecember\t31,\t2017 |  |  |
| First\tquarter | $65.41 | $55.30 |
| Second\tquarter | 68.88 | 59.59 |
| Third\tquarter | 65.47 | 59.13 |
| Fourth\tquarter | 64.64 | 54.60 |
| Year\tEnded\tDecember\t31,\t2016 |  |  |
| First\tquarter | $41.23 | $33.23 |
| Second\tquarter | 44.13 | 37.93 |
| Third\tquarter | 48.11 | 42.71 |
| Fourth\tquarter | 59.19 | 44.91 |

# Dividends

We	have	never	paid	or	declared	any	cash	dividends	on	our	common	stock,	and	we	do	not	intend	to	declare	or	pay	any	cash	dividends	on	our	common	stock	in	the foreseeable	future.	Our	credit	facilities	and	the	indentures	and	supplemental	indentures	governing	our	long-term	debt	to	affiliates	and	third	parties,	excluding	capital leases,	contain	covenants	that,	among	other	things,	restrict	our	ability	to	declare	or	pay	dividends	on	our	common	stock.	In	addition,	no	dividend	may	be	declared	or paid	on	our	common	stock,	other	than	dividends	payable	solely	in	shares	of	our	common	stock,	unless	all	accrued	dividends	for	all	completed	dividend	periods	have been	declared	and	paid	on	our	preferred	stock.	As	of	December	15,	2017,	20	million	shares	of	our	preferred	stock	converted	to	approximately	32	million	shares	of	our common	stock	at	a	conversion	rate	of	1.6119	common	shares	for	each	share	of	previously	outstanding	preferred	stock	and	certain	cash-in-lieu	of	fractional	shares.	There are	no	preferred	shares	outstanding	as	of	December	31,	2017.	We	currently	intend	to	use	future	earnings,	if	any,	to	invest	in	our	business	and	to	fund	our	existing	stock repurchase	program.	Subject	to	Delaware	law,	our	Board	of	Directors	will	determine	the	payment	of	future	dividends	on	our	common	stock,	if	any,	and	the	amount	of any	dividends	in	light	of:

•any	applicable	contractual	or	charter	restrictions	limiting	our	ability	to	pay dividends;

•our	earnings	and	cash flows;

# Repurchases	of	Common	Stock

On	December	6,	2017,	our	Board	of	Directors	authorized	a	stock	repurchase	program	for	up	to	$1.5	billion	of	our	common	stock	through	December	31,	2018.	Under	the repurchase	program,	repurchases	can	be	made	from	time	to	time	using	a	variety	of	methods,	which	may	include	open	market	purchases,	privately	negotiated	transactions or	otherwise,	all	in	accordance	with	the	rules	of	the	Securities	and	Exchange	Commission	and	other	applicable	legal	requirements.	The	specific	timing,	price	and	size	of purchases	will	depend	on	prevailing	stock	prices,	general	economic	and	market	conditions,	and	other	considerations.	The	repurchase	program	does	not	obligate	us	to acquire	any	particular	amount	of	common	stock,	and	the	repurchase	program	may	be	suspended	or	discontinued	at	any	time	at	our	discretion.	Repurchased	shares	are retired.

We	also	understand	that	Deutsche	Telekom	AG,	our	majority	stockholder,	or	its	affiliates,	is	considering	plans	to	purchase	additional	shares	of	our	common	stock.	Such purchases	would	likely	take	place	through	December	31,	2018,	all	in	accordance	with	the	rules	of	the	Securities	and	Exchange	Commission	and	other	applicable	legal requirements.

The	following	table	summarizes	information	regarding	shares	repurchased	during	the	quarter	ended	December	31,	2017:

|  | Total	Number	of<br>Shares	Repurchased | Average	Price	Paid<br>per	Share | Total	Number	of	Shares	Purchased<br>as	Part	of	Publicly	Announced<br>Repurchase	Plans	or	Programs | of	Shares	that	May	Yet	be	Purchased<br>Under	the	Plans	or	Programs	(in<br>millions) |
| :--- | :--- | :--- | :--- | :--- |
| 10/1/2017\t-\t10/31/2017 | — | $— | — | $— |
| 11/1/2017\t-\t11/30/2017 | — | — | — | — |
| 12/1/2017\t-\t12/31/2017 | 7,010,889 | 63.34 | 7,010,889 | 1,056 |
|  | 7,010,889 |  | 7,010,889 | 1,056 |

From	the	inception	of	the	repurchase	program	through	February	5,	2018,	we	repurchased	approximately	12.3	million	shares	at	an	average	price	per	share	of	$63.68	for	a total	purchase	price	of	approximately	$783	million.	As	of	February	5,	2018,	there	was	approximately	$717	million	of	repurchase	authority	remaining.

# Performance	Graph

The	graph	below	compares	the	five-year	cumulative	total	returns	of	T-Mobile,	the	S&P	500	index,	the	NASDAQ	Composite	index	and	the	Dow	Jones	US	Mobile Telecommunications	TSM	index.	The	graph	tracks	the	performance	of	a	$100	investment,	with	the	reinvestment	of	all	dividends,	from	December	31,	2012	to December	31,	2017.	For	periods	prior	to	the	closing	of	the	business	combination	with	MetroPCS,	our	stock	price	performance	represents	the	stock	price	of	MetroPCS, adjusted	to	reflect	the	1-for-2	reverse	stock	split	effected	on	April	30,	2013.

# tmus12312017stockperform.jpg

|  | 2012 | 2013 | 2014 | 2015 | 2016 | 2017 |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| T-Mobile\tUS,\tInc. | $100.00 | $210.69 | $168.73 | $245.01 | $360.19 | $397.77 |
| S&amp;P\t500 | 100.00 | 132.39 | 150.51 | 152.59 | 170.84 | 208.14 |
| NASDAQ\tComposite | 100.00 | 141.63 | 162.09 | 173.33 | 187.19 | 242.29 |
| Dow\tJones\tUS\tMobile\tTelecommunications\tTSM | 100.00 | 132.12 | 118.02 | 123.77 | 157.74 | 161.29 |

The	stock	price	performance	included	in	this	graph	is	not	necessarily	indicative	of	future	stock	price	performance.

# Item	6.	Selected	Financial	Data

The	following	selected	financial	data	are	derived	from	our	consolidated	financial	statements.	In	connection	with	the	business	combination	with	MetroPCS,	the	selected financial	data	prior	to	May	1,	2013	represents	T-Mobile	USA's	historical	financial	data.	The	data	below	should	be	read	together	with	Risk	Factors	included	in	Part	I, Item	1A,	Management's	Discussion	and	Analysis	of	Financial	Condition	and	Results	of	Operations	included	in	Part	II,	Item	7	and	Financial	Statements	and Supplementary	Data	included	in	Part	II,	Item	8	of	this	Form	10-K.

# Selected	Financial	Data

| (in	millions,	except	per	share	and	customer	amounts) | 2017 | 2016 | 2015 | 2014 | 2013 |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Statement\tof\tOperations\tData |  |  |  |  |  |
| Total\tservice\trevenues | $30,160 | $27,844 | $24,821 | $22,375 | $19,068 |
| Total\trevenues\t(1) | 40,604 | 37,490 | 32,467 | 29,920 | 24,605 |
| Operating\tincome\t(1) | 4,888 | 4,050 | 2,479 | 1,772 | 1,181 |
| Total\tother\texpense,\tnet\t(1) | (1,727) | (1,723) | (1,501) | (1,359) | (1,130) |
| Income\ttax\tbenefit\t(expense) | 1,375 | (867) | (245) | (166) | (16) |
| Net\tincome | 4,536 | 1,460 | 733 | 247 | 35 |
| Net\tincome\tattributable\tto\tcommon\tstockholders | 4,481 | 1,405 | 678 | 247 | 35 |
| Earnings\tper\tshare: |  |  |  |  |  |
| Basic | $5.39 | $1.71 | $0.83 | $0.31 | $0.05 |
| Diluted | $5.20 | $1.69 | $0.82 | $0.30 | $0.05 |
| Balance\tSheet\tData |  |  |  |  |  |
| Cash\tand\tcash\tequivalents | $1,219 | $5,500 | $4,582 | $5,315 | $5,891 |
| Property\tand\tequipment,\tnet | 22,196 | 20,943 | 20,000 | 16,245 | 15,349 |
| Spectrum\tlicenses | 35,366 | 27,014 | 23,955 | 21,955 | 18,122 |
| Total\tassets | 70,563 | 65,891 | 62,413 | 56,639 | 49,946 |
| Total\tdebt,\texcluding\ttower\tobligations | 28,319 | 27,786 | 26,243 | 21,946 | 20,182 |
| Stockholders'\tequity | 22,559 | 18,236 | 16,557 | 15,663 | 14,245 |
| Statement\tof\tCash\tFlows\tand\tOperational\tData |  |  |  |  |  |
| Net\tcash\tprovided\tby\toperating\tactivities | $7,962 | $6,135 | $5,414 | $4,146 | $3,545 |
| Purchases\tof\tproperty\tand\tequipment | (5,237) | (4,702) | (4,724) | (4,317) | (4,025) |
| Purchases\tof\tspectrum\tlicenses\tand\tother\tintangible\tassets,\nincluding\tdeposits | (5,828) | (3,968) | (1,935) | (2,900) | (381) |
| Net\tcash\t(used\tin)\tprovided\tby\tfinancing\tactivities | (1,179) | 463 | 3,413 | 2,524 | 4,044 |
| Total\tcustomers\t(in\tthousands)(2) | 72,585 | 71,455 | 63,282 | 55,018 | 46,684 |

(1) Effective	January	1,	2017,	we	changed	an	accounting	principle.	The	imputed	discount	on	Equipment	Installment	Plan	("EIP")	receivables,	which	is	amortized	over	the	financed	installment	term using	the	effective	interest	method,	and	was	previously	presented	within	Interest	income	in	our	Consolidated	Statements	of	Comprehensive	Income,	is	now	presented	within	Other	revenues	in our	Consolidated	Statements	of	Comprehensive	Income.	We	have	applied	this	change	retrospectively	and	presented	the	effect	of	$280	million,	$248	million,	$414	million,	$356	million	and $185	million	on	the	years	ended	December	31,	2017,	2016,	2015,	2014	and	2013,	respectively	in	the	table	above.	See	Note	1	-	Summary	of	Significant	Accounting	Policies	of	the	Notes	to	the Consolidated	Financial	Statements	included	in	Part	II,	Item	8	of	this	 Form	10-K	for	further	information.

(2) We	believe	current	and	future	regulatory	changes	have	made	the	Lifeline	program	offered	by	our	wholesale	partners	uneconomical.	We	will	continue	to	support	our	wholesale	partners	offering the	Lifeline	program,	but	have	excluded	the	Lifeline	customers	from	our	reported	wholesale	subscriber	base	resulting	in	the	removal	of	4,528,000	reported	wholesale	customers	in	2017.

# Item	7.	Management's	Discussion	and	Analysis	of	Financial	Condition	and	Results	of	Operations

# 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	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	financial	statements;

•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	audited	consolidated	financial	statements	for	the	three	years	ended	December	31, 2017	included	in	Part	II,	Item	8	of	this	Form	10-K.	Except	as	expressly	stated,	the	financial	condition	and	results	of	operations	discussed	throughout	our	MD&A	are those	of	T-Mobile	US,	Inc.	and	its	consolidated	subsidiaries.

# Business	Overview

# Change	in	Accounting	Principle

Effective	January	1,	2017,	the	imputed	discount	on	EIP	receivables,	which	is	amortized	over	the	financed	installment	term	using	the	effective	interest	method	and	was previously	recognized	within	Interest	income	in	our	Consolidated	Statements	of	Comprehensive	Income,	is	recognized	within	Other	revenues	in	our	Consolidated Statements	of	Comprehensive	Income.	We	believe	this	presentation	is	preferable	because	it	provides	a	better	representation	of	amounts	earned	from	the	Company's major	ongoing	operations	and	aligns	with	industry	practice	thereby	enhancing	comparability.	We	have	applied	this	change	retrospectively	and	the	effect	of	this	change for	the	years	ended	December	31,	2016	and	2015,	was	a	reclassification	of	$248	million	and	$414	million,	respectively,	from	Interest	income	to	Other	revenues.	The amortization	of	imputed	discount	on	our	EIP	receivables	for	the	year	ended	December	31,	2017	was	$280	million.	For	additional	information,	see	Note	1	-	Summary	of Significant	Accounting	Policies	of	the	Notes	to	the	Consolidated	Financial	Statements	included	in	Part	II,	Item	8	of	this	Form	10-K	for	further	information.

The	Un-carrier	is	about	adding	value	to	the	customer	relationship	by	changing	the	rules	of	the	industry	and	giving	our	customers	more.	We	introduced	our	Un-carrier strategy	in	2013	with	the	objective	of	eliminating	customer	pain	points	from	the	unnecessary	complexity	of	the	wireless	communication	industry.	Since	that	time,	we have	continued	our	efforts	with	the	launch	of	additional	initiatives	of	our	Un-carrier	strategy.	During	2017,	we	launched	the	following	Un-carrier	initiatives:

•In	January	2017,	we	introduced,	Un-carrier	Next,	where	monthly	wireless	service	fees	and	sales	taxes	are	included	in	the	advertised	monthly	recurring	charge for	T-Mobile	ONE.	We	also	unveiled	Kickback	on	T-Mobile	ONE,	where	participating	customers	who	use	2	GB	or	less	of	data	in	a	month,	will	get	up	to	a	$10 credit	per	qualifying	line	on	their	next	month's	bill.	In	addition,	we	introduced	the	Un-contract	for	T-Mobile	ONE	with	the	first-ever	price	guarantee	on	an unlimited	4G	LTE	plan	which	allows	current	T-Mobile	ONE	customers	to	keep	their	price	for	service	until	they	decide	to	change	it.

•In	September	2017,	we	introduced,	Un-carrier	Next:	Netflix	On	Us,	through	an	exclusive	new	partnership	with	Netflix	where	qualifying	T-Mobile	ONE customers	on	family	plans	can	opt	in	for	a	standard	monthly	Netflix	service	plan	at	no	additional	cost.

Our	ability	to	acquire	and	retain	branded	customers	is	important	to	our	business	in	the	generation	of	revenues	and	we	believe	our	Un-carrier	strategy,	along	with	ongoing network	improvements,	has	been	successful	in	attracting	and	retaining	customers	as	evidenced	by	continued	branded	customer	growth	and	improved	branded	postpaid phone	and	branded	prepaid	customer	churn.

On	September	1,	2016,	we	sold	our	marketing	and	distribution	rights	to	certain	existing	T-Mobile	co-branded	customers	to	a	current	MVNO	partner	for	nominal consideration	(the	"MVNO	Transaction").	Upon	the	sale,	the	MVNO	Transaction	resulted	in	a	transfer	of	1,365,000	branded	postpaid	phone	customers	and	326,000 branded	prepaid	customers	to	wholesale	customers.	Prospectively	from	September	1,	2016,	revenue	for	these	customers	is	recorded	within	wholesale	revenues	in	our Consolidated	Statements	of	Comprehensive	Income.	Additionally,	the	impact	of	the	MVNO	Transaction	resulted	in	improvements	to	branded	postpaid	phone	churn	for year	ended	December	31,	2016.

During	the	year	ended	December	31,	2016,	a	handset	OEM	announced	recalls	on	certain	of	its	smartphone	devices.	As	a	result,	in	2016	we	recorded	no	revenue associated	with	the	device	sales	to	customers	and	impaired	the	devices	to	their	net	realizable	value.	The	OEM	agreed	to	reimburse	T-Mobile	for	direct	and	indirect	costs associated	with	the	recall,	as	such,	we	recorded	an	amount	due	from	the	OEM	as	an	offset	to	the	loss	recorded	in	Cost	of	equipment	sales	and	the	costs	incurred	within Selling,	general	and	administrative	in	our	Consolidated	Statements	of	Comprehensive	Income	and	a	reduction	to	Accounts	payable	and	accrued	liabilities	in	our Consolidated	Balance	Sheets.	The	reimbursement	was	received	from	the	OEM	in	2017.

# Hurricane	Impacts

During	the	third	and	fourth	quarters	of	2017,	our	operations	in	Texas,	Florida	and	Puerto	Rico	experienced	losses	related	to	hurricanes.	The	impact	to	operating	income for	the	year	ended	December	31,	2017,	from	lost	revenue,	assets	damaged	or	destroyed	and	other	hurricane	related	costs	are	included	in	the	table	below.	We	expect additional	expenses	to	be	incurred	and	customer	activity	to	be	impacted	in	the	first	quarter	of	2018,	primarily	related	to	our	operations	in	Puerto	Rico.	We	have recognized	insurance	recoveries	related	to	those	hurricane	losses	in	the	amount	of	approximately	$93	million	for	the	year	ended	December	31,	2017	as	an	offset	to	the costs	incurred	within	Cost	of	services	in	our	Consolidated	Statements	of	Comprehensive	Income	and	as	an	increase	to	Other	current	assets	in	our	Consolidated	Balance Sheets.	We	continue	to	assess	the	damage	of	the	hurricanes	and	work	with	our	insurance	carriers	to	submit	claims	for	property	damage	and	business	interruption.	We expect	to	record	additional	insurance	recoveries	related	to	these	hurricanes	in	future	periods.

| (in	millions,	except	per	share	amounts,	ARPU,	ABPU,	and	bad	debt	expense	as	a	percentage	of	total	revenues) | Gross | Reimbursement | Net |
| :--- | :--- | :--- | :--- |
| Increase\t(decrease) |  |  |  |
| Revenues |  |  |  |
| Branded\tpostpaid\trevenues | $(37) | $— | $(37) |
| Of\twhich,\tbranded\tpostpaid\tphone\trevenues | (35) | — | (35) |
| Branded\tprepaid\trevenues | (11) | — | (11) |
| Total\tservice\trevenues | (48) | — | (48) |
| Equipment\trevenues | (8) | — | (8) |
| Total\trevenues | (56) | — | (56) |
| Operating\texpenses |  |  |  |
| Cost\tof\tservices | 198 | (93) | 105 |
| Cost\tof\tequipment\tsales | 4 | — | 4 |
| Selling,\tgeneral\tand\tadministrative | 36 | — | 36 |
| Of\twhich,\tbad\tdebt\texpense | 20 | — | 20 |
| Total\toperating\texpense | 238 | (93) | 145 |
| Operating\tincome\t(loss) | $(294) | $93 | $(201) |
| Net\tincome\t(loss) | $(193) | $63 | $(130) |
| Earnings\tper\tshare\t-\tbasic | $(0.23) | $0.07 | $(0.16) |
| Earnings\tper\tshare\t-\tdiluted | (0.22) | 0.07 | (0.15) |
| Operating\tmeasures |  |  |  |
| Bad\tdebt\texpense\tas\ta\tpercentage\tof\ttotal\trevenues | 0.05% | —% | 0.05% |
| Branded\tpostpaid\tphone\tARPU | $(0.09) | $— | $(0.09) |
| Branded\tpostpaid\tABPU | (0.08) | — | (0.08) |
| Branded\tprepaid\tARPU | (0.05) | — | (0.05) |
| Non-GAAP\tfinancial\tmeasures |  |  |  |
| Adjusted\tEBITDA | $(294) | $93 | $(201) |

# Results	of	Operations

# Highlights	for	the	year	ended	December	31,	2017,	compared	to	the	same	period	in	2016

•Total	revenues	of	$40.6	billion	increased	$3.1	billion,	or	8%.	The	increase	was	primarily	driven	by	growth	in	service	and	equipment	revenues	as	further discussed	below.	On	September	1,	2016,	we	sold	our	marketing	and	distribution	rights	to	certain	existing	T-Mobile	co-branded	customers	to	a	current	MVNO partner	for	nominal	consideration.	The	MVNO	Transaction	shifted	Branded	postpaid	revenues	to	Wholesale	revenues,	but	did	not	materially	impact	total revenues.

•Service	revenues	of	$30.2	billion	increased	$2.3	billion,	or	8%.	The	increase	was	primarily	due	to	growth	in	our	average	branded	customer	base	as	a	result	of strong	customer	response	to	our	Un-carrier	initiatives,	promotions	and	the	success	of	our	MetroPCS	brand.

•Equipment	revenues	of	$9.4	billion	increased	$648	million,	or	7%.	The	increase	was	primarily	due	to	higher	average	revenue	per	device	sold	and	an	increase from	customer	purchases	of	leased	devices	at	the	end	of	the	lease	term,	partially	offset	by	lower	lease	revenues.

•Operating	income	of	$4.9	billion	increased	$838	million,	or	21%.	The	increase	was	primarily	due	to	higher	Total	service	revenues	and	lower	Depreciation	and amortization,	partially	offset	by	higher	Selling,	general	and	administrative,	lower	Gains	on	disposal	of	spectrum	licenses	and	higher	Cost	of	services	expenses.

•Net	income	of	$4.5	billion	increased	$3.1	billion,	or	211%.	The	increase	was	primarily	due	to	the	impact	of	the	Tax	Cuts	and	Jobs	Act	of	2017	(the	"TCJA"), which	resulted	in	a	net	tax	benefit	of	$2.2	billion	in	2017,	and	higher	operating	income	driven	by	the	factors	described	above,	partially	offset	by	the	negative impact	from	hurricanes.	Net	income	included	net,	after-tax	spectrum	gains	of	$174	million	and	$509	million,	for	the	years	ended	December	31,	2017	and	2016, respectively.

•Adjusted	EBITDA,	a	non-GAAP	financial	measure,	of	$11.2	billion	increased	$574	million,	or	5%.	The	increase	was	primarily	due	to	higher	operating	income driven	by	the	factors	described	above,	partially	offset	by	lower	Gains	on	disposal	of	spectrum	licenses.	Adjusted	EBITDA	included	pre-tax	spectrum	gains	of $235	million	and	$835	million	for	the	years	ended	December	31,	2017	and	2016,	respectively.

•Net	cash	provided	by	operating	activities	of	$8.0	billion	increased	$1.8	billion,	or	30%.	See	"Liquidity	and	Capital	Resources"	section	for	additional information.

•Free	Cash	Flow,	a	non-GAAP	financial	measure,	of	$2.7	billion	increased	$1.3	billion,	or	90%.	See	"Liquidity	and	Capital	Resources"	section	for	additional information.

# Set	forth	below	is	a	summary	of	our	consolidated	results:

|  |  | Year	Ended	December	31, |  | 2017	Versus	2016 |  | 2016	Versus	2015 |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | 2017 | 2016 | 2015 | $\tChange | %\tChange | $\tChange | %\tChange |
| (in\tmillions) |  | (As\tAdjusted\t-\tSee\tNote\t1) | (As\tAdjusted\t-\tSee\tNote\t1) |  |  |  |  |
| Revenues |  |  |  |  |  |  |  |
| Branded\tpostpaid\trevenues | $19,448 | $18,138 | $16,383 | $1,310 | 7\t% | $1,755 | 11\t% |
| Branded\tprepaid\trevenues | 9,380 | 8,553 | 7,553 | 827 | 10\t% | 1,000 | 13\t% |
| Wholesale\trevenues | 1,102 | 903 | 692 | 199 | 22\t% | 211 | 30\t% |
| Roaming\tand\tother\tservice\trevenues | 230 | 250 | 193 | (20) | (8)% | 57 | 30\t% |
| Total\tservice\trevenues | 30,160 | 27,844 | 24,821 | 2,316 | 8\t% | 3,023 | 12\t% |
| Equipment\trevenues | 9,375 | 8,727 | 6,718 | 648 | 7\t% | 2,009 | 30\t% |
| Other\trevenues | 1,069 | 919 | 928 | 150 | 16\t% | (9) | (1)% |
| Total\trevenues | 40,604 | 37,490 | 32,467 | 3,114 | 8\t% | 5,023 | 15\t% |
| Operating\texpenses |  |  |  |  |  |  |  |
| Cost\tof\tservices,\texclusive\tof\tdepreciation\tand\tamortization\nshown\tseparately\tbelow | 6,100 | 5,731 | 5,554 | 369 | 6\t% | 177 | 3\t% |
| Cost\tof\tequipment\tsales | 11,608 | 10,819 | 9,344 | 789 | 7\t% | 1,475 | 16\t% |
| Selling,\tgeneral\tand\tadministrative | 12,259 | 11,378 | 10,189 | 881 | 8\t% | 1,189 | 12\t% |
| Depreciation\tand\tamortization | 5,984 | 6,243 | 4,688 | (259) | (4)% | 1,555 | 33\t% |
| Cost\tof\tMetroPCS\tbusiness\tcombination | — | 104 | 376 | (104) | (100)% | (272) | (72)% |
| Gains\ton\tdisposal\tof\tspectrum\tlicenses | (235) | (835) | (163) | 600 | (72)% | (672) | NM |
| Total\toperating\texpense | 35,716 | 33,440 | 29,988 | 2,276 | 7\t% | 3,452 | 12\t% |
| Operating\tincome | 4,888 | 4,050 | 2,479 | 838 | 21\t% | 1,571 | 63\t% |
| Other\tincome\t(expense) |  |  |  |  |  |  |  |
| Interest\texpense | (1,111) | (1,418) | (1,085) | 307 | (22)% | (333) | 31\t% |
| Interest\texpense\tto\taffiliates | (560) | (312) | (411) | (248) | 79\t% | 99 | (24)% |
| Interest\tincome | 17 | 13 | 6 | 4 | 31\t% | 7 | 117\t% |
| Other\texpense,\tnet | (73) | (6) | (11) | (67) | NM | 5 | (45)% |
| Total\tother\texpense,\tnet | (1,727) | (1,723) | (1,501) | (4) | —\t% | (222) | 15\t% |
| Income\tbefore\tincome\ttaxes | 3,161 | 2,327 | 978 | 834 | 36\t% | 1,349 | 138\t% |
| Income\ttax\tbenefit\t(expense) | 1,375 | (867) | (245) | 2,242 | (259)% | (622) | 254\t% |
| Net\tincome | $4,536 | $1,460 | $733 | $3,076 | 211\t% | $727 | 99\t% |
| Net\tcash\tprovided\tby\toperating\tactivities |  |  |  |  |  |  |  |
|  | $7,962 | $6,135 | $5,414 | $1,827 | 30\t% | $721 | 13\t% |
| Net\tcash\tused\tin\tinvesting\tactivities | (11,064) | (5,680) | (9,560) | (5,384) | 95\t% | 3,880 | (41)% |
| Net\tcash\t(used\tin)\tprovided\tby\tfinancing\tactivities | (1,179) | 463 | 3,413 | (1,642) | (355)% | (2,950) | (86)% |
| Non-GAAP\tFinancial\tMeasures |  |  |  |  |  |  |  |
| Adjusted\tEBITDA | $11,213 | $10,639 | $7,807 | $574 | 5\t% | $2,832 | 36\t% |
| Free\tCash\tFlow | 2,725 | 1,433 | 690 | 1,292 | 90\t% | 743 | 108\t% |

# The	following	discussion	and	analysis	is	for	the	year	ended	December	31,	2017,	compared	to	the	same	period	in	2016	unless	otherwise	stated.

Total	revenues	increased	$3.1	billion,	or	8%,	primarily	due	to	higher	revenues	from	branded	postpaid	and	prepaid	customers	as	well	as	higher	equipment	revenues	as discussed	below.

Branded	postpaid	revenues	increased	$1.3	billion,	or	7%,	primarily	from:

•A	7%	increase	in	average	branded	postpaid	phone	customers,	primarily	from	growth	in	our	customer	base	driven	by	the	continued	strong	customer	response	to our	Un-carrier	initiatives	and	promotions	for	services	and	devices,	including	the	growing	success	of	our	business	channel,	T-Mobile	for	Business;	and

•The	positive	impact	from	a	decrease	in	the	non-cash	net	revenue	deferral	for	Data	Stash;	partially	offset

•A	1%	decrease	in	branded	postpaid	phone	ARPU	primarily	driven	by	dilution	from	promotions	targeting	families	and	new segments;

•The	MVNO	Transaction;	and

•The	negative	impact	from	hurricanes	of	approximately	$37

million.

Branded	prepaid	revenues	increased	$827	million,	or	10%,	primarily	from:

•A	7%	increase	in	average	branded	prepaid	customers	primarily	driven	by	growth	in	the	customer	base;

•A	2%	increase	in	branded	prepaid	ARPU	from	the	success	of	our	MetroPCS	brand	and	the	optimization	of	our	third-party	distribution	channels;	partially	offset by

Wholesale	revenues	increased	$199	million,	or	22%,	primarily	from	the	impact	of	the	MVNO	Transaction,	growth	in	MVNO	customers	and	higher	minimum commitment	revenues.

# Roaming	and	other	service	revenues	decreased	$20	million,	or	8%.

Equipment	revenues	increased	$648	million,	or	7%,	primarily	from:

•An	increase	of	$445	million	in	device	sales	revenues	excluding	purchased	lease	devices,	primarily	due

•Higher	average	revenue	per	device	sold	due	to	an	increase	in	the	high-end	device	mix	and	the	impacts	of	an	OEM	recall	of	its	smartphone	devices	in 2016,	partially	offset	by	an	increase	in	promotions	and	device-related	commissions	spending;	partially	offset	by

•A	2%	decrease	in	the	number	of	devices	sold,	excluding	purchased	lease	devices,	driven	by	a	lower	branded	postpaid	handset	upgrade	rate.	Device sales	revenue	is	recognized	at	the	time	of	sale;

•An	increase	of	$395	million	from	customers'	purchase	of	leased	devices	at	the	end	of	the	lease

term;

•An	increase	of	$231	million	primarily	related	to	proceeds	from	liquidation	of	returned	customer	handsets	in	2017;

•An	increase	of	$130	million	in	SIM	and	upgrade	revenue;	partially	offset

•A	decrease	of	$539	million	in	lease	revenues	from	declining	JUMP!	On	Demand	population	due	to	shifting	focus	to	our	EIP	financing	option	beginning	in	the first	quarter	of	2016;

•A	decrease	of	$18	million	in	accessory	revenue	primarily	related	to	the	decrease	in	device	sales	volume;

Under	our	JUMP!	On	Demand	program,	upon	device	upgrade	or	at	lease	end,	customers	must	return	or	purchase	their	device.	Revenue	for	purchased	leased	devices	is recorded	as	equipment	revenues	when	revenue	recognition	criteria	have	been	met.

Gross	EIP	device	financing	to	our	customers	increased	by	$437	million	for	the	year	ended	December	31,	2017,	primarily	due	to	growth	in	the	gross	amount	of	equipment financed	on	EIP.	The	increase	was	also	due	to	certain	customers	on	leased	devices	reaching	the	end	of	lease	term	who	financed	their	devices	over	a	nine-month	EIP.

Other	revenues	increased	$150	million,	or	16%,	primarily	due	to	higher	revenue	from	revenue	share	agreements	with	third	parties.

# Our	operating	expenses	consist	of	the	following	categories:

•Cost	of	services	primarily	includes	costs	directly	attributable	to	providing	wireless	service	through	the	operation	of	our	network,	including	direct	switch	and cell	site	costs,	such	as	rent,	network	access	and	transport	costs,	utilities,	maintenance,	associated	labor	costs,	long	distance	costs,	regulatory	program	costs, roaming	fees	paid	to	other	carriers	and	data	content	costs.

•Cost	of	equipment	sales	primarily	includes	costs	of	devices	and	accessories	sold	to	customers	and	dealers,	device	costs	to	fulfill	insurance	and	warranty claims,	costs	related	to	returned	and	purchased	leased	devices,	write-downs	of	inventory	related	to	shrinkage	and	obsolescence,	and	shipping	and	handling costs.

•Selling,	general	and	administrative	primarily	includes	costs	not	directly	attributable	to	providing	wireless	service	for	the	operation	of	sales,	customer	care	and corporate	activities.	These	include	commissions	paid	to	dealers	and	retail	employees	for	activations	and	upgrades,	labor	and	facilities	costs	associated	with retail	sales	force	and	administrative	space,	marketing	and	promotional	costs,	customer	support	and	billing,	bad	debt	expense,	losses	from	sales	of	receivables and	back	office	administrative	support	activities.

Operating	expenses	increased	$2.3	billion,	or	7%,	primarily	from	higher	Cost	of	services,	Cost	of	equipment	sales,	Selling,	general	and	administrative	and	lower	Gains on	disposal	of	spectrum	licenses,	partially	offset	by	lower	Depreciation	and	amortization	as	discussed	below.

Cost	of	services	increased	$369	million,	or	6%,	primarily	from:

•Higher	lease,	engineering	and	employee-related	expenses	associated	with	network	expansion;

•The	negative	impact	from	hurricanes	of	$105	million,	net	of	insurance	recoveries;	partially	offset

•Lower	long	distance	and	toll	costs	as	we	continue	to	renegotiate	contracts	with	vendors;

•Lower	regulatory

expenses.

Cost	of	equipment	sales	increased	$789	million,	or	7%,	primarily	from:

•An	increase	of	$806	million	in	device	cost	of	equipment	sales,	excluding	purchased	leased	devices,	primarily	due

•A	higher	average	cost	per	device	sold	primarily	from	an	increase	in	the	high-end	device	mix	and	from	the	impact	of	an	OEM	recall	of	its	smartphone devices	in	2016;	partially	offset	by

•A	2%	decrease	in	the	number	of	devices	sold,	excluding	purchased	lease	devices,	driven	by	a	lower	branded	postpaid	handset	upgrade rate.

•An	increase	of	$201	million	in	lease	device	cost	of	equipment	sales,	primarily	due

•An	increase	in	lease	buyouts	as	leases	began	reaching	their	term	dates	in	2017;	partially	offset

•A	decrease	in	write	downs	to	market	value	of	devices	returned	to	inventory	resulting	from	a	decrease	in	the	number	of	leased	device upgrades.

•These	increases	are	partially	offset	by	a	decrease	of	$159	million	primarily	related

•A	decrease	in	insurance	and	warranty	claims;

•Higher	proceeds	from	liquidation	of	returned	customer	handsets	under	our	insurance	programs;

•Lower	inventory	adjustments	related	to	physical	adjustments	and	obsolete	inventory;	partially	offset

•Higher	costs	from	an	increase	in	the	volume	of	liquidated	returned	customer	handsets	outside	of	our	insurance

programs.

•A	decrease	of	$57	million	in	accessory	cost	primarily	driven	by	the	decrease	in	device	sales

volume.

Under	our	JUMP!	On	Demand	program,	upon	device	upgrade	or	at	the	end	of	the	lease	term,	customers	must	return	or	purchase	their	device.	The	cost	of	purchased leased	devices	is	recorded	as	Cost	of	equipment	sales.	Returned	devices	transferred	from	Property	and	equipment,	net	are	recorded	as	inventory	and	are	valued	at	the lower	of	cost	or	market	with	any	write-down	to	market	recognized	as	Cost	of	equipment	sales.

Selling,	general	and	administrative	increased	$881	million,	or	8%,	primarily	from	higher	commissions,	employee-related	costs,	promotional	and	advertising	costs,	and costs	related	to	outsourced	functions	and	managed	services	to	support	our	growing	customer	base,	partially	offset	by	lower	handset	repair	services	cost.	Additionally,	the negative	impact	from	hurricanes	of	approximately	$36	million	contributed	to	the	increase.

Depreciation	and	amortization	decreased	$259	million,	or	4%,	primarily	from:

•Lower	depreciation	expense	related	to	our	JUMP!	On	Demand	program	resulting	from	a	lower	number	of	devices	under	lease.	Under	our	JUMP!	On	Demand program,	the	cost	of	a	leased	wireless	device	is	depreciated	to	its	estimated	residual	value	over	the	period	expected	to	provide	utility	to	us;	partially	offset	by

•The	continued	build-out	of	our	4G	LTE

•The	implementation	of	the	first	component	of	our	new	billing	system;

•Growth	in	our	distribution

footprint.

Cost	of	MetroPCS	business	combination	decreased	$104	million.	On	July	1,	2015,	we	officially	completed	the	shutdown	of	the	MetroPCS	CDMA	network.	Network decommissioning	costs	primarily	relate	to	the	acceleration	of	lease	costs	for	cell	sites	that	would	have	otherwise	been	recognized	as	cost	of	services	over	the	remaining lease	term	had	we	not	decommissioned	the	cell	sites.	We	do	not	expect	to	incur	significant	additional	network	decommissioning	costs	in	2018.

Gains	on	disposal	of	spectrum	licenses	decreased	$600	million,	or	72%,	primarily	from	gains	of	$636	million	and	$191	million	on	disposal	of	spectrum	licenses	with AT&T	and	Sprint	during	the	first	quarter	and	third	quarter	of	2016,	respectively.	These	2016	gains	were	partially	offset	by	gains	of	$235	million	from	spectrum	license transactions	with	AT&T	and	Verizon	in	2017.

Net	income	increased	$3.1	billion,	primarily	due	to	the	Tax	Cuts	and	Jobs	Act	of	2017	("TCJA")	as	discussed	below,	higher	operating	income	and	a	net	decrease	in interest	expense,	partially	offset	by	the	negative	impact	from	hurricanes	of	approximately	$130	million,	net	of	insurance	recoveries.

•Operating	income,	the	components	of	which	are	discussed	above,	increased	$838	million,	or	21%.	The	negative	impact	from	the	hurricanes	for	the	year	ended December	31,	2017	was	approximately	$201	million,	net	of	insurance	recoveries.

•Income	tax	benefit	(expense)	changed	$2.2	billion,	from	an	expense	of	$867	million	in	2016	to	a	benefit	of	$1.4	billion	in	2017	primarily from:

•A	lower	effective	tax	rate.	The	effective	tax	rate	was	a	benefit	of	43.5%	in	2017,	compared	to	an	expense	of	37.3%	in	2016.	The	decrease	in	the effective	income	tax	rate	was	primarily	due	to	the	impact	of	the	TCJA,	which	resulted	in	a	net	tax	benefit	of	$2.2	billion	in	2017,	substantially	due	to	a re-measurement	of	deferred	tax	assets	and	liabilities;	and

•A	$319	million	reduction	in	the	valuation	allowance	against	deferred	tax	assets	in	certain	state	jurisdictions	in	2017;	partially	offset by

•Higher	income	before	income

taxes.

The	TCJA	was	enacted	December	22,	2017	and	is	generally	effective	beginning	January	1,	2018.	The	TCJA	includes	numerous	changes	to	existing	tax	law, which	have	been	reflected	in	the	2017	consolidated	financial	statements.	The	state	corporate	income	tax	impact	of	the	TCJA	is	complex	and	will	continue	to evolve	as	jurisdictions	evaluate	conformity	to	the	numerous	federal	tax	law	changes.	As	such,	a	re-measurement	of	state	deferred	tax	assets	and	liabilities	and the	associated	net	tax	benefit	or	expense	may	result	within	the	next	12	months.	The	TCJA	resulted	in	a	net	tax	benefit	of	$2.2	billion	in	2017.

See	Note	11	-	Income	Taxes	of	the	Notes	to	the	Consolidated	Financial	Statements	included	in	Part	II,	Item	8	of	this	Form	10-K	for	further	information.

# •Interest	expense	decreased	$307	million,	or	22%,	primarily

from:

•A	decrease	from	the	early	redemption	of	our	$1.98	billion	Senior	Secured	Term	Loans	and	$8.3	billion	of	Senior	Notes;	partially	offset by

•An	increase	from	the	issuance	of	the	$1.5	billion	of	Senior	Notes	in	March	2017;

•An	increase	from	the	issuance	of	the	$1.0	billion	of	Senior	Notes	in	April 2016.

•Interest	expense	to	affiliates	increased	$248	million,	or	79%,	primarily

•Issuance	of	$4.0	billion	secured	term	loan	facility	with	Deutsche	Telekom	AG	("DT")	entered	into	in	January 2017;

•Issuance	of	a	total	of	$4.0	billion	in	Senior	Notes	in	May 2017;

•An	increase	in	drawings	on	our	Revolving	Credit	Facility;

•Issuance	of	$500	million	in	Senior	Notes	in	September	2017;	partially	offset

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

See	Note	7	–	Debt	of	the	Notes	to	the	Consolidated	Financial	Statements	included	in	Part	II,	Item	8	of	this	Form	10-K	for	further	information.

•Other	expense,	net	increased	$67	million	primarily

•A	$73	million	net	loss	recognized	from	the	early	redemption	of	certain	Senior	Notes;

•A	$13	million	net	loss	recognized	from	the	refinancing	of	our	outstanding	Senior	Secured	Term

Loans.

Net	income	included	net,	after-tax	gains	on	disposal	of	spectrum	licenses	of	$174	million	and	$509	million	for	the	years	ended	December	31,	2017	and	2016, respectively.

# Guarantor	Subsidiaries

The	financial	condition	and	results	of	operations	of	the	Parent,	Issuer	and	Guarantor	Subsidiaries	is	substantially	similar	to	our	consolidated	financial	condition.	The most	significant	components	of	the	financial	condition	of	our	Non-Guarantor	Subsidiaries	were	as	follows:

The	most	significant	components	of	the	results	of	operations	of	our	Non-Guarantor	Subsidiaries	were	as	follows:

The	change	to	the	results	of	operations	of	our	Non-Guarantor	Subsidiaries	was	primarily	from:

•Higher	Service	revenues	primarily	due	to	the	result	of	an	increase	in	activity	of	the	non-guarantor	subsidiary	that	provides	device	insurance,	primarily	driven	by growth	in	our	customer	base;

•Lower	Cost	of	equipment	sales	expenses	primarily	due	to	a	decrease	in	device	insurance	claims	and	a	decrease	in	higher	cost	devices	used,	partially	offset	by	a decrease	in	device	non-return	fees	charged	to	customers;	and

•Lower	Selling,	general	and	administrative	expenses	primarily	due	to	a	decrease	in	device	insurance	program	service	fees,	partially	offset	by	higher	costs	to support	our	growing	customer	base.

All	other	results	of	operations	of	the	Parent,	Issuer	and	Guarantor	Subsidiaries	are	substantially	similar	to	the	Company's	consolidated	results	of	operations.	See	Note	16 –	Guarantor	Financial	Information	of	the	Notes	to	the	Consolidated	Financial	Statements	included	in	Part	II,	Item	8	of	this	Form	10-K	for	further	information.

Certain	prior	year	amounts	relating	to	the	change	in	accounting	principle	which	presents	the	imputed	discount	on	EIP	receivables,	which	is	amortized	over	the	financed installment	term	using	the	effective	interest	method,	and	was	previously	presented	within	Interest	income	in	our	Consolidated	Statements	of	Comprehensive	Income,	is now	presented	within	Other	revenues	in	our	Consolidated	Statements	of	Comprehensive	Income	have	been	reclassified	to	conform	to	the	current	presentation.	See	Note 1	-	Summary	of	Significant	Accounting	Policies	of	the	Notes	to	the	Consolidated	Financial	Statements	included	in	Part	II,	Item	8	of	this	Form	10-K	for	further information.

# Total	revenues	increased	$5.0	billion,	or	15%,	primarily	due	to:

•A	13%	increase	in	the	number	of	average	branded	postpaid	phone	and	mobile	broadband	customers,	driven	by	strong	customer	response	to	our	Un-carrier initiatives	and	promotions	for	services	and	devices;

•Higher	device	insurance	program	revenues	primarily	from	customer	growth;

•Higher	regulatory	program	revenues;	partially	offset

•An	increase	in	the	non-cash	net	revenue	deferral	for	Data	Stash;

•The	MVNO	Transaction.

Branded	prepaid	revenues	increased	$1.0	billion,	or	13%,	primarily	from:

•A	13%	increase	in	the	number	of	average	branded	prepaid	customers	driven	by	the	success	of	our	MetroPCS	brand; and

•Continued	growth	in	new

Wholesale	revenues	increased	$211	million,	or	30%,	primarily	from:

•Growth	in	customers	of	certain	MVNO	partners;

•An	increase	in	data	usage	per	customer.

Roaming	and	other	service	revenues	increased	$57	million,	or	30%,	primarily	due	to	higher	international	roaming	revenues	driven	by	an	increase	in	inbound	roaming volumes.

Equipment	revenues	increased	$2.0	billion,	or	30%,	primarily	from:

•An	increase	of	$1.2	billion	in	lease	revenues	resulting	from	the	launch	of	our	JUMP!	On	Demand	program	at	the	end	of	the	second	quarter	of	2015.	Revenues associated	with	leased	devices	are	recognized	over	the	lease	term;	and

•An	increase	of	$570	million	in	device	sales	revenues,	primarily	due	to	a	9%	increase	in	the	number	of	devices	sold.	Device	sales	revenue	is	recognized	at	the time	of	sale.

Gross	EIP	device	financing	to	our	customers	increased	by	$923	million	to	$6.1	billion	primarily	due	to	an	increase	in	devices	financed	due	to	our	focus	on	EIP	sales	in 2016,	compared	to	focus	on	devices	financed	on	JUMP!	On	Demand	after	the	launch	of	the	program	at	the	end	of	the	second	quarter	of	2015.

# Other	revenues	decreased	$9	million,	or	1%,	primarily	due	to:

•An	increase	in	sales	of	certain	EIP	receivables	pursuant	to	our	EIP	receivables	sales	arrangement	resulting	from	an	increase	in	the	maximum	funding commitment	in	June	2016.	Interest	associated	with	EIP	receivables	is	imputed	at	the	time	of	a	device	sale	and	then	recognized	over	the	financed	installment term.	See	Note	2	-	Receivables	and	Allowance	for	Credit	Losses	of	the	Notes	to	the	Consolidated	Financial	Statements	included	in	Part	II,	Item	8	of	this	Form 10-K	for	further	information;	and

•Focus	on	devices	financed	on	JUMP!	On	Demand	in	the	third	and	fourth	quarters	of	2015	following	the	launch	of	the	program	of	at	the	end	of	the	second quarter	2015;	partially	offset	by

•Higher	revenue	from	revenue	share	agreements	with	third	parties;

•An	increase	in	co-location	rental	income	from	leasing	space	on	wireless	communication	towers	to	third

parties.

Operating	expenses	increased	$3.5	billion,	or	12%,	primarily	due	to:

•Higher	regulatory	program	costs	and	expenses	associated	with	network	expansion	and	the	build-out	of	our	network	to	utilize	our	700	MHz	A-Block	spectrum licenses,	including	higher	employee-related	costs;	partially	offset	by

•Lower	long	distance	and	toll	costs;

•Synergies	realized	from	the	decommissioning	of	the	MetroPCS	CDMA network.

Cost	of	equipment	sales	increased	$1.5	billion,	or	16%,	primarily	from:

•A	9%	increase	in	the	number	of	devices	sold;

•An	increase	in	the	impact	from	returned	and	purchased	leased

devices.

Under	our	JUMP!	On	Demand	program,	the	cost	of	the	leased	wireless	device	is	capitalized	and	recognized	as	depreciation	expense	over	the	term	of	the	lease	rather	than recognized	as	cost	of	equipment	sales	when	the	device	is	delivered	to	the	customer.	Additionally,	upon	device	upgrade	or	at	lease	end,	customers	must	return	or	purchase their	device.	Returned	devices	transferred	from	Property	and	equipment,	net	are	recorded	as	inventory	and	are	valued	at	the	lower	of	cost	or	market	with	any	write-down to	market	recognized	as	Cost	of	equipment	sales.

Selling,	general	and	administrative	increased	$1.2	billion,	or	12%,	primarily	from	strategic	investments	to	support	our	growing	customer	base	including	higher:

•Employee-related	costs;

•Commissions	driven	by	an	increase	in	branded	customer	additions;

•Promotional	costs.

Depreciation	and	amortization	increased	$1.6	billion,	or	33%,	primarily	from:

•$1.5	billion	in	depreciation	expense	related	to	devices	leased	under	our	JUMP!	On	Demand	program	launched	at	the	end	of	the	second	quarter	of	2015.	Under our	JUMP!	On	Demand	program,	the	cost	of	a	leased	wireless	device	is	depreciated	over	the	lease	term	to	its	estimated	residual	value.	The	total	number	of devices	under	lease	was	higher	year-over-year,	resulting	in	higher	depreciation	expense;	and

Cost	of	MetroPCS	business	combination	decreased	$272	million,	or	72%,	primarily	from	lower	network	decommissioning	costs.	In	2014,	we	began	decommissioning the	MetroPCS	CDMA	network	and	certain	other	redundant	network	cell	sites	as	part	of	the	business	combination.	On	July	1,	2015,	we	officially	completed	the	shutdown of	the	MetroPCS	CDMA	network.	Network	decommissioning	costs,	which	are	excluded	from	Adjusted	EBITDA,	primarily	relate	to	the	acceleration	of	lease	costs	for cell	sites	that	would	have	otherwise	been	recognized	as	cost	of	services	over	the	remaining	lease	term	had	we	not	decommissioned	the	cell	sites.

Gains	on	disposal	of	spectrum	licenses	increased	$672	million	primarily	from	a	$636	million	gain	from	a	spectrum	license	transaction	with	AT&T	recorded	in	the	first quarter	of	2016	and	$199	million	from	other	transactions	in	2016,	compared	to

$163	million	in	2015.	See	Note	5	–	Goodwill,	Spectrum	Licenses	and	Other	Intangible	Assets	of	the	Notes	to	the	Consolidated	Financial	Statements	included	in	Part	II, Item	8	of	this	Form	10-K	for	further	information.

Net	income	increased	$727	million,	or	99%,	primarily	from:

•Operating	income,	the	components	of	which	are	discussed	above,	increased	$1.6	billion,	or 63%.

•Interest	expense	to	affiliates	decreased	$99	million,	or	24%,	primarily from:

•Changes	in	the	fair	value	of	embedded	derivative	instruments	associated	with	our	Senior	Reset	Notes	issued	to	Deutsch	Telekom	in	2015;	partially offset	by

•Higher	interest	rates	on	certain	Senior	Reset	Notes	issued	to	Deutsch	Telekom,	which	were	adjusted	at	reset	dates	in	the	second	quarter	of	2016	and	in 2015.

•Income	tax	expense	increased	$622	million,	or	254%,	primarily

•Higher	income	before	income	taxes;

•A	higher	effective	tax	rate.	The	effective	tax	rate	was	37.3%	in	2016,	compared	to	25.1%	in	2015.	The	increase	in	the	effective	income	tax	rate	was primarily	due	to	income	tax	benefits	for	discrete	income	tax	items	recognized	in	2015	that	did	not	impact	2016;	partially	offset	by	the	recognition	of $58	million	of	excess	tax	benefits	related	to	share-based	payments	following	the	adoption	of	ASU	2016-09	as	of	January	1,	2016.

•Interest	expense	increased	$333	million,	or	31%,	primarily

•Higher	average	debt	balances	with	third	parties;

•Lower	capitalized	interest	costs	of	$83	million	primarily	due	to	a	higher	level	of	build	out	of	our	network	to	utilize	our	700	MHz	A-Block	spectrum licenses	in	2015,	compared	to	2016.

Net	income	during	2016	and	2015	included	net,	after-tax	gains	on	disposal	of	spectrum	licenses	of	$509	million	and	$100	million,	respectively.

The	financial	condition	and	results	of	operations	of	the	Parent,	Issuer	and	Guarantor	Subsidiaries	is	substantially	similar	to	our	consolidated	financial	condition.

The	most	significant	components	of	the	financial	condition	of	our	Non-Guarantor	Subsidiaries	were	as	follows:

The	change	to	the	results	of	operations	of	our	Non-Guarantor	Subsidiaries	was	primarily	from	the	increases	in	Service	revenues,	Cost	of	equipment	sales	and	Selling, general	and	administrative	were	primarily	the	result	of	an	increase	in	activity	of	the	non-guarantor	subsidiary	that	provides	device	insurance,	primarily	driven	by	growth in	our	customer	base.	All	other	results

of	operations	of	the	Parent,	Issuer	and	Guarantor	Subsidiaries	are	substantially	similar	to	the	Company's	consolidated	results	of	operations.	See	Note	16	–	Guarantor Financial	Information	of	the	Notes	to	the	Consolidated	Financial	Statements	included	in	Part	II,	Item	8	of	this	Form	10-K	for	further	information.

# Performance	Measures

In	managing	our	business	and	assessing	financial	performance,	we	supplement	the	information	provided	by	our	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	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.	Branded	customers generally	include	customers	that	are	qualified	either	for	postpaid	service	utilizing	phones,	mobile	broadband	devices	(including	tablets),	or	DIGITS,	where	they generally	pay	after	receiving	service,	or	prepaid	service,	where	they	generally	pay	in	advance.	Wholesale	customers	include	M2M	and	MVNO	customers	that	operate	on our	network,	but	are	managed	by	wholesale	partners.

The	following	table	sets	forth	the	number	of	ending	customers:

|  | December	31, | December	31, | December	31, | 2017	Versus	2016 |  | 2016	Versus	2015 |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| (in\tthousands) | 2017 | 2016 | 2015 | #\tChange | %\tChange | #\tChange | %\tChange |
| Customers,\tend\tof\tperiod |  |  |  |  |  |  |  |
| Branded\tpostpaid\tphone\tcustomers\t(1) | 34,114 | 31,297 | 29,355 | 2,817 | 9\t% | 1,942 | 7% |
| Branded\tpostpaid\tother\tcustomers\t(1) | 3,933 | 3,130 | 2,340 | 803 | 26\t% | 790 | 34% |
| Total\tbranded\tpostpaid\tcustomers | 38,047 | 34,427 | 31,695 | 3,620 | 11\t% | 2,732 | 9% |
| Branded\tprepaid\tcustomers | 20,668 | 19,813 | 17,631 | 855 | 4\t% | 2,182 | 12% |
| Total\tbranded\tcustomers | 58,715 | 54,240 | 49,326 | 4,475 | 8\t% | 4,914 | 10% |
| Wholesale\tcustomers\t(2) | 13,870 | 17,215 | 13,956 | (3,345) | (19)% | 3,259 | 23% |
| Total\tcustomers,\tend\tof\tperiod | 72,585 | 71,455 | 63,282 | 1,130 | 2\t% | 8,173 | 13% |
| Adjustments\tto\tbranded\tpostpaid\tphone\tcustomers\t^(3) | — | (1,365) | — | 1,365 | (100)% | (1,365) | NM |
| Adjustments\tto\tbranded\tprepaid\tcustomers\t^(3) | — | (326) | — | 326 | (100)% | (326) | NM |
| Adjustments\tto\twholesale\tcustomers \t(3) | — | 1,691 | — | (1,691) | (100)% | 1,691 | NM |

NM	-	Not	Meaningful

(1) During	2017,	we	retitled	our	"Branded	postpaid	mobile	broadband	customers"	category	to	"Branded	postpaid	other	customers"	and	reclassified	DIGITS	customers	from	our	"Branded	postpaid phone	customers"	category	for	the	second	quarter	of	2017,	when	the	DIGITS	product	was	released.

(3) The	MVNO	Transaction	resulted	in	a	transfer	of	Branded	postpaid	phone	customers	and	Branded	prepaid	customers	to	Wholesale	customers	on	September	1,	2016.	Prospectively	from September	1,	2016,	net	customer	additions	for	these	customers	are	included	within	Wholesale	customers.

# Branded	Customers

•Higher	branded	postpaid	phone	customers	driven	by	the	continued	strong	customer	response	to	our	Un-carrier	initiatives	and	promotional	activities,	the growing	success	of	our	business	channel,	T-Mobile	for	Business,	continued	growth	in	existing	markets	and	distribution	expansion	to	new	Greenfield	markets, and	lower	churn,	partially	offset	by	increased	competitive	activity	in	the	marketplace	with	all	competitors	having	launched	Unlimited	rate	plans	in	the	first quarter	of	2017;

•Higher	branded	prepaid	customers	driven	by	the	continued	success	of	our	Metro	PCS	brand	and	continued	growth	from	distribution	expansion,	partially	offset by	the	optimization	of	our	third-party	distribution	channels;	and

•Higher	branded	postpaid	other	customers	primarily	due	to	higher	connected	devices	and

DIGITS.

•Higher	branded	prepaid	customers	driven	by	the	success	of	our	MetroPCS	brand,	continued	growth	in	new	markets	and	distribution	expansion,	partially	offset by	the	optimization	of	our	third-party	distribution	channels;	and

•Higher	branded	postpaid	customers	driven	by	strong	customer	response	to	our	Un-carrier	initiatives	and	promotional	activities,	partially	offset	by	higher deactivations	on	a	growing	customer	base.

# Wholesale

Wholesale	customers	decreased	3,345,000,	or	19%,	primarily	due	to	Lifeline	subscribers,	which	were	excluded	from	our	reported	wholesale	subscriber	base	as	of	the beginning	of	the	second	quarter	of	2017.	This	decrease	was	partially	offset	by	the	continued	success	of	our	M2M	partnerships.

Wholesale	customers	increased	3,259,000,	or	23%,	in	2016	primarily	due	the	continued	success	of	our	M2M	partnerships	and	the	MVNO	transaction.

# Net	Customer	Additions

The	following	table	sets	forth	the	number	of	net	customer	additions:

|  |  | Year	Ended	December	31, |  | 2017	Versus	2016 |  | 2016	Versus	2015 |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| (in\tthousands) | 2017 | 2016 | 2015 | #\tChange | %\tChange | #\tChange | %\tChange |
| Net\tcustomer\tadditions |  |  |  |  |  |  |  |
| Branded\tpostpaid\tphone\tcustomers\t(1) | 2,817 | 3,307 | 3,511 | (490) | (15)% | (204) | (6)% |
| Branded\tpostpaid\tother\tcustomers\t (1) | 803 | 790 | 999 | 13 | 2\t% | (209) | (21)% |
| Total\tbranded\tpostpaid\tcustomers | 3,620 | 4,097 | 4,510 | (477) | (12)% | (413) | (9)% |
| Branded\tprepaid\tcustomers | 855 | 2,508 | 1,315 | (1,653) | (66)% | 1,193 | 91\t% |
| Total\tbranded\tcustomers | 4,475 | 6,605 | 5,825 | (2,130) | (32)% | 780 | 13\t% |
| Wholesale\tcustomers\t(2) | 1,183 | 1,568 | 2,439 | (385) | (25)% | (871) | (36)% |
| Total\tnet\tcustomer\tadditions | 5,658 | 8,173 | 8,264 | (2,515) | (31)% | (91) | (1)% |

(1) During	2017,	we	retitled	our	"Branded	postpaid	mobile	broadband	customers"	category	to	"Branded	postpaid	other	customers"	and	reclassified	DIGITS	customer	net	additions	from	our "Branded	postpaid	phone	customers"	category	for	the	second	quarter	of	2017,	when	the	DIGITS	product	was	released.

(2) Net	customer	activity	for	Lifeline	was	excluded	beginning	in	the	second	quarter	of	2017	due	to	our	determination	based	upon	changes	in	the	applicable	government	regulations	that	the	Lifeline program	offered	by	our	wholesale	partners	is	uneconomical.

Total	branded	net	customer	additions	decreased	2,130,000,	or	32%,	in	2017	primarily	from:

•Lower	branded	prepaid	net	customer	additions	primarily	due	to	higher	deactivations	from	a	growing	customer	base,	increased	competitive	activity	in	the marketplace	and	de-emphasis	of	the	T-Mobile	prepaid	brand.	Additional	decreases	resulted	from	the	optimization	of	our	third-party	distribution	channels;	and

•Lower	branded	postpaid	phone	net	customer	additions	primarily	due	to	increased	competitive	activity	in	the	marketplace	partially	offset	by	the	continued strong	customer	response	to	our	Un-carrier	initiatives	and	promotional	activities,	the	growing	success	of	our	business	channel,	T-Mobile	for	Business, continued	growth	in	new	markets	and	distribution	expansion	to	new	Greenfield	markets,	and	lower	churn;	partially	offset	by

•Higher	branded	postpaid	other	net	customer	additions	primarily	due	to	higher	gross	customer	additions	from	connected	devices	and	DIGITS,	offset	by	higher deactivations	from	a	growing	customer	base.

Total	branded	net	customer	additions	increased	780,000,	or	13%,	in	2016	primarily	from:

•Higher	branded	prepaid	net	customer	additions	primarily	due	to	the	success	of	our	MetroPCS	brand,	continued	growth	in	new	markets	and	distribution expansion,	partially	offset	by	an	increase	in	the	number	of	qualified	branded	prepaid	customers	migrating	to	branded	postpaid	plans;	partially	offset	by

•Lower	branded	postpaid	mobile	broadband	net	customer	additions	primarily	due	to	higher	deactivations	resulting	from	churn	on	a	growing	branded	postpaid mobile	broadband	customer	base,	partially	offset	by	higher	gross	customer

# additions;	and

•Lower	branded	postpaid	phone	net	customer	additions	primarily	due	to	lower	gross	customer	additions	from	higher	deactivations	on	a	growing	customer	base, partially	offset	by	lower	churn	as	well	as	an	increase	in	the	number	of	qualified	branded	prepaid	customers	migrating	to	branded	postpaid	plans	as	well	as	the optimization	of	our	third-party	distribution	channels.

Wholesale	net	customer	additions	decreased	385,000,	or	25%,	in	2017	primarily	from	lower	gross	customer	additions,	partially	offset	by	lower	deactivations	driven	by the	removal	of	the	Lifeline	program	customers.	While	we	continue	to	focus	on	more	profitable	wholesale	opportunities,	we	believe	current	and	future	regulatory	changes have	made	the	Lifeline	program	offered	by	our	wholesale	partners	uneconomical.	We	will	continue	to	support	our	wholesale	partners	offering	the	Lifeline	program,	but have	excluded	the	Lifeline	customers	from	our	reported	wholesale	subscriber	base	resulting	in	the	removal	of	4,528,000	reported	wholesale	customers	in	2017.

Wholesale	net	customer	additions	decreased	871,000,	or	36%,	in	2016	primarily	due	to	higher	MVNO	deactivations	from	certain	MVNO	partners.

# Customers	Per	Account

Customers	per	account	is	calculated	by	dividing	the	number	of	branded	postpaid	customers	as	of	the	end	of	the	period	by	the	number	of	branded	postpaid	accounts	as	of the	end	of	the	period.	An	account	may	include	branded	postpaid	phone,	mobile	broadband,	and	DIGITS	customers.	We	believe	branded	postpaid	customers	per	account provides	management,	investors	and	analysts	with	useful	information	to	evaluate	our	branded	postpaid	customer	base	on	a	per	account	basis.

Branded	postpaid	customers	per	account	increased	2%	in	2017	primarily	from	promotions	targeting	families.

Branded	postpaid	customers	per	account	increased	13%	in	2016	primarily	from	growth	of	customers	on	family	plan	promotions	and	increased	penetration	of	mobile broadband	devices.	In	addition,	the	increase	in	2016	was	impacted	by	the	MVNO	Transaction.

# Churn

Churn	represents	the	number	of	customers	whose	service	was	disconnected	as	a	percentage	of	the	average	number	of	customers	during	the	specified	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.

|  | Year	Ended	December	31, | Year	Ended	December	31, |  | Bps	Change	2017 | Bps	Change	2016 |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  | 2017 | 2016 | 2015 | Versus\t2016 | Versus\t2015 |
| Branded\tpostpaid\tphone\tchurn | 1.18% | 1.30% | 1.39% | -12\tbps | -9\tbps |
| Branded\tprepaid\tchurn | 4.04% | 3.88% | 4.45% | 16\tbps | -57\tbps |

Branded	postpaid	phone	churn	decreased	12	basis	points	in	2017	primarily	from:

•The	MVNO	Transaction	as	the	customers	transferred	had	a	higher	rate	of	churn;

•Increased	customer	satisfaction	and	loyalty	from	ongoing	improvements	to	network	quality,	customer	service	and	the	overall	value	of	our	offerings	in	the marketplace.

Branded	prepaid	churn	increased	16	basis	points	in	2017	primarily	due	to	higher	churn	from	increased	competitive	activity	in	the	marketplace,	partially	offset	by increased	customer	satisfaction	and	loyalty	from	ongoing	improvements	to	network	quality,	customer	service	and	overall	value	of	our	offerings	in	the	marketplace.

Branded	prepaid	churn	decreased	57	basis	points	in	2016	primarily	from:

•A	decrease	in	certain	customers,	which	have	a	higher	rate	of	branded	prepaid

•Strong	performance	of	the	MetroPCS	brand;	and

•A	methodology	change	in	the	third	quarter	of	2015	as	discussed	below.

During	2015,	we	had	a	methodology	change	that	had	no	impact	on	our	reported	branded	prepaid	ending	customers	or	net	customer	additions,	but	resulted	in computationally	lower	gross	customer	additions	and	deactivations.

# Average	Revenue	Per	User,	Average	Billings	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	realization	per	customer	and	assist	in	forecasting	our	future	service	revenues	generated	from	our	customer	base.	Branded postpaid	phone	ARPU	excludes	mobile	broadband	and	DIGITS	customers	and	related	revenues.

Average	Billings	Per	User	("ABPU")	represents	the	average	monthly	customer	billings,	including	monthly	lease	revenues	and	EIP	billings	before	securitization,	per customer.	We	believe	branded	postpaid	ABPU	provides	management,	investors	and	analysts	with	useful	information	to	evaluate	average	branded	postpaid	customer billings	as	it	is	indicative	of	estimated	cash	collections,	including	device	financing	payments,	from	our	customers	each	month.

The	following	tables	illustrate	the	calculation	of	our	operating	measures	ARPU	and	ABPU	and	reconcile	these	measures	to	the	related	service	revenues:

|  |  | Year	Ended	December	31, |  | 2017	Versus	2016 |  | 2016	Versus	2015 |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| (in\tmillions,\texcept\taverage\tnumber\tof\tcustomers,\tARPU\tand\tABPU) | 2017 | 2016 | 2015 | $\tChange | %\tChange | $\tChange | %\tChange |
| Calculation\tof\tBranded\tPostpaid\tPhone\tARPU |  |  |  |  |  |  |  |
| Branded\tpostpaid\tservice\trevenues | $19,448 | $18,138 | $16,383 | $1,310 | 7\t% | $1,755 | 11\t% |
| Less:\tBranded\tpostpaid\tother\trevenues | (1,077) | (773) | (588) | (304) | 39\t% | (185) | 31\t% |
| Branded\tpostpaid\tphone\tservice\trevenues | $18,371 | $17,365 | $15,795 | $1,006 | 6\t% | $1,570 | 10\t% |
| Divided\tby:\tAverage\tnumber\tof\tbranded\tpostpaid\tphone\tcustomers\t(in\nthousands)\tand\tnumber\tof\tmonths\tin\tperiod | 32,596 | 30,484 | 27,604 | 2,112 | 7\t% | 2,880 | 10\t% |
| Branded\tpostpaid\tphone\tARPU\t(1) | $46.97 | $47.47 | $47.68 | $(0.50) | (1)% | $(0.21) | —\t% |
| Calculation\tof\tBranded\tPostpaid\tABPU |  |  |  |  |  |  |  |
| Branded\tpostpaid\tservice\trevenues | $19,448 | $18,138 | $16,383 | $1,310 | 7\t% | $1,755 | 11\t% |
| EIP\tbillings | 5,866 | 5,432 | 5,494 | 434 | 8\t% | (62) | (1)% |
| Lease\trevenues | 877 | 1,416 | 224 | (539) | (38)% | 1,192 | 532\t% |
| Total\tbillings\tfor\tbranded\tpostpaid\tcustomers | $26,191 | $24,986 | $22,101 | $1,205 | 5\t% | $2,885 | 13\t% |
| Divided\tby:\tAverage\tnumber\tof\tbranded\tpostpaid\tcustomers\t(in\nthousands)\tand\tnumber\tof\tmonths\tin\tperiod | 36,079 | 33,184 | 29,341 | 2,895 | 9\t% | 3,843 | 13\t% |
| Branded\tpostpaid\tABPU | $60.49 | $62.75 | $62.77 | $(2.26) | (4)% | $(0.02) | —\t% |
| Calculation\tof\tBranded\tPrepaid\tARPU |  |  |  |  |  |  |  |
| Branded\tprepaid\tservice\trevenues | $9,380 | $8,553 | $7,553 | $827 | 10\t% | $1,000 | 13\t% |
| Divided\tby:\tAverage\tnumber\tof\tbranded\tprepaid\tcustomers\t(in\tthousands)\nand\tnumber\tof\tmonths\tin\tperiod | 20,204 | 18,797 | 16,704 | 1,407 | 7\t% | 2,093 | 13\t% |
| Branded\tprepaid\tARPU | $38.69 | $37.92 | $37.68 | $0.77 | 2\t% | $0.24 | 1\t% |

(1) Branded	postpaid	phone	ARPU	includes	the	reclassification	of	43,000	DIGITS	average	customers	and	related	revenue	to	the	"Branded	postpaid	other	customers"	category	for	the	second	quarter of	2017.

# Branded	Postpaid	Phone	ARPU

Branded	postpaid	phone	ARPU	decreased	$0.50,	or	1%,	in	2017	primarily	from:

•Dilution	from	promotions	targeting	families	and	new	segments;

•The	negative	impact	from	hurricanes	of	approximately	$0.09;	partially	offset

•The	MVNO	Transaction	as	those	customers	had	a	lower	ARPU;

•A	decrease	in	the	non-cash	net	revenue	deferral	for	Data

Stash.

Under	existing	revenue	standards,	T-Mobile	continues	to	expect	that	Branded	postpaid	phone	ARPU	in	full-year	2018	will	be	generally	stable	compared	to	full-year 2017,	with	some	quarterly	variations.

We	adopted	ASU	2014-09,	"Revenue	from	Contracts	with	Customers	(Topic	606)"	("ASU	2014-09"),	as	amended,	on	January	1,	2018.	Adoption	of	the	standard	will impact	the	timing,	amount	and	allocation	of	our	revenue	and	is	expected	to	impact	ARPU.	We	will	provide	additional	disclosures	comparing	results	to	previous	GAAP	in our	2018	consolidated	financial	statements.	See	Note	1	-	Summary	of	Significant	Accounting	Policies	of	the	Notes	to	the	Consolidated	Financial	Statements	included	in Part	II,	Item	8	of	this	Form	10-K	for	information	regarding	recently	issued	accounting	standards.

Branded	postpaid	phone	ARPU	decreased	$0.21	in	2016	primarily	from:

•Decreases	due	to	an	increase	in	the	non-cash	net	revenue	deferral	for	Data	Stash;

•Dilution	from	promotional	activities;	partially	offset

•Higher	data	attach	rates;

•The	positive	impact	from	our	T-Mobile	ONE	rate	plans	prior	to	the	release	of	Un-carrier	Next	in	2017	which	began	including	taxes	and fees;

•The	transfer	of	customers	as	part	of	the	MVNO	Transaction	as	those	customers	had	lower ARPU;

•Continued	growth	of	our	insurance	programs;

•Higher	regulatory	program revenues.

# Branded	Postpaid	ABPU

Branded	postpaid	ABPU	decreased	$2.26,	or	4%,	in	2017	primarily	from:

•Lower	lease	revenues;

•Growth	in	the	branded	postpaid	other	customer	base	with	lower	ARPU;	and •The	negative	impact	from	hurricanes	of	approximately $0.08.

Branded	postpaid	ABPU	decreased	$0.02	in	2016	primarily	from:

•Lower	EIP	billings	due	to	the	impact	of	our	JUMP!	On	Demand	program	launched	at	the	end	of	the	second	quarter	of 2015;

•Lower	branded	postpaid	phone	ARPU,	as	described	above;	and

•Dilution	from	increased	penetration	of	mobile	broadband	devices;	partially	offset by

•An	increase	in	lease revenues.

# Branded	Prepaid	ARPU

•Continued	growth	of	MetroPCS	customers	who	generate	higher	ARPU;

•The	optimization	of	our	third-party	distribution	channels;	partially	offset

•A	decrease	in	certain	customers	that	had	lower	average	branded	prepaid	ARPU,	as	well	as	higher	data	attach	rates;	partially	offset

•Dilution	from	growth	of	customers	on	rate	plan

promotions.

# Adjusted	EBITDA

Adjusted	EBITDA	represents	earnings	before	Interest	expense,	net	of	Interest	income,	Income	tax	expense,	Depreciation	and	amortization,	non-cash	Stock-based compensation	and	certain	income	and	expenses	not	reflective	of	T-Mobile's	operating	performance.	Net	income	margin	represents	Net	income	divided	by	Service revenues.	Adjusted	EBITDA	margin	represents	Adjusted	EBITDA	divided	by	Service	revenues.

Adjusted	EBITDA	is	a	non-GAAP	financial	measure	utilized	by	our	management	to	monitor	the	financial	performance	of	our	operations.	We	use	Adjusted	EBITDA internally	as	a	metric	to	evaluate	and	compensate	our	personnel	and	management	for	their	performance,	and	as	a	benchmark	to	evaluate	our	operating	performance	in comparison	to	our	competitors.	Management	believes	analysts	and	investors	use	Adjusted	EBITDA	as	a	supplemental	measure	to	evaluate	overall	operating performance	and	facilitate	comparisons	with	other	wireless	communications	companies	because	it	is	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,	non-cash	stock-based	compensation,	network decommissioning	costs	as	they	are	not	indicative	of	our	ongoing	operating	performance	and	certain	other	nonrecurring	income	and	expenses.	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	U.S.	Generally	Accepted	Accounting	Principles	("GAAP").

The	following	table	illustrates	the	calculation	of	Adjusted	EBITDA	and	reconciles	Adjusted	EBITDA	to	Net	income,	which	we	consider	to	be	the	most	directly comparable	GAAP	financial	measure:

|  | Year	Ended	December	31, | Year	Ended	December	31, |  | 2017	Versus	2016 |  | 2016	Versus	2015 |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| (in\tmillions) | 2017 | 2016 | 2015 | $\tChange | %\tChange | $\tChange | %\tChange |
| Net\tincome | $4,536 | $1,460 | $733 | $3,076 | 211\t% | $727 | 99\t% |
| Adjustments: |  |  |  |  |  |  |  |
| Interest\texpense | 1,111 | 1,418 | 1,085 | (307) | (22)% | 333 | 31\t% |
| Interest\texpense\tto\taffiliates | 560 | 312 | 411 | 248 | 79\t% | (99) | (24)% |
| Interest\tincome\t(1) | (17) | (13) | (6) | (4) | 31\t% | (7) | 117\t% |
| Other\t(income)\texpense,\tnet | 73 | 6 | 11 | 67 | 1,117\t% | (5) | (45)% |
| Income\ttax\texpense\t(benefit) | (1,375) | 867 | 245 | (2,242) | (259)% | 622 | 254\t% |
| Operating\tincome\t(1) | 4,888 | 4,050 | 2,479 | 838 | 21\t% | 1,571 | 63\t% |
| Depreciation\tand\tamortization | 5,984 | 6,243 | 4,688 | (259) | (4)% | 1,555 | 33\t% |
| Cost\tof\tMetroPCS\tbusiness\tcombination\t(2) | — | 104 | 376 | (104) | (100)% | (272) | (72)% |
| Stock-based\tcompensation\t(3) | 307 | 235 | 222 | 72 | 31\t% | 13 | 6\t% |
| Other,\tnet\t(4) | 34 | 7 | 42 | 27 | 386\t% | (35) | (83)% |
| Adjusted\tEBITDA\t(1) | $11,213 | $10,639 | $7,807 | $574 | 5\t% | $2,832 | 36\t% |
| Net\tincome\tmargin\t(Net\tincome\tdivided\tby\tservice\trevenues) | 15% | 5% | 3% |  | 1000\tbps |  | 200\tbps |
| Adjusted\tEBITDA\tmargin\t(Adjusted\tEBITDA\tdivided\tby\tservice\nrevenues)\t(1) | 37% | 38% | 31% |  | -100\tbps |  | 700\tbps |

(1) The	amortized	imputed	discount	on	EIP	receivables	previously	recognized	as	Interest	income	has	been	retrospectively	re-classified	as	Other	revenues.	See	the	table	below	and 	Note	1	-	Summary of	Significant	Accounting	Policies	of	the	Notes	to	the	Consolidated	Financial	Statements	included	in	Part	II,	Item	8	of	this	Form	10-K	for	further	information.

(2) Beginning	in	the	first	quarter	of	2017,	the	Company	will	no	longer	separately	present	Cost	of	MetroPCS	business	combination	as	it	is	insignificant.

(3) Stock-based	compensation	includes	payroll	tax	impacts	and	may	not	agree	to	stock-based	compensation	expense	in	the	consolidated	financial	statements.

(4) Other,	net	may	not	agree	to	the	Consolidated	Statements	of	Comprehensive	Income	primarily	due	to	certain	non-routine	operating	activities,	such	as	other	special	items	that	would	not	be	expected to	reoccur,	and	are	therefore	excluded	in	Adjusted	EBITDA.

Adjusted	EBITDA	increased	$574	million,	or	5%,	in	2017	primarily	from:

•An	increase	in	branded	postpaid	and	prepaid	service	revenues	primarily	due	to	strong	customer	response	to	our	Un-carrier	initiatives,	the	ongoing	success	of our	promotional	activities,	and	the	continued	strength	of	our	MetroPCS	brand;

•Higher	wholesale	revenues;	and

•Higher	other	revenues;	partially	offset

•Higher	selling,	general	and	administrative

•Lower	gains	on	disposal	of	spectrum	licenses	of	$600	million;	gains	on	disposal	were	$235	million	for	the	year	ended	December	31,	2017,	compared	to	$835 million	in	the	same	period	in	2016;

•Higher	cost	of	services

expense;

•Higher	net	losses	on	equipment;

•The	negative	impact	from	hurricanes	of	approximately	$201	million,	net	of	insurance

recoveries.

Adjusted	EBITDA	increased	$2.8	billion,	or	36%,	in	2016	primarily	from:

•Increased	branded	postpaid	and	prepaid	service	revenues	primarily	due	to	strong	customer	response	to	our	Un-carrier	initiatives	and	the	ongoing	success	of	our promotional	activities;

•Higher	gains	on	disposal	of	spectrum	licenses	of	$672	million;	gains	on	disposal	were	$835	million	in	2016	compared	to	$163	million	in 2015;

•Lower	losses	on	equipment;

•Focused	cost	control	and	synergies	realized	from	the	MetroPCS	business	combination,	primarily	in	cost	of	services;	partially	offset by

Effective	January	1,	2017,	the	imputed	discount	on	EIP	receivables,	which	was	previously	recognized	within	Interest	income	in	our	Consolidated	Statements	of Comprehensive	Income,	is	recognized	within	Other	revenues	in	our	Consolidated	Statements	of	Comprehensive	Income.	Due	to	this	presentation,	the	imputed	discount on	EIP	receivables	is	included	in	Adjusted	EBITDA.	See	Note	1	-	Summary	of	Significant	Accounting	Policies	of	Notes	to	the	Consolidated	Financial	Statements included	in	Part	II,	Item	8	of	this	Form	10-K	for	further	information.

We	have	applied	this	change	retrospectively	and	presented	the	effect	on	the	years	ended	December	31,	2016	and	2015,	in	the	table	below.

|  | Year	Ended	December	31,	2016 | Year	Ended	December	31,	2016 |  | Year	Ended	December	31,	2015 | Year	Ended	December	31,	2015 |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| (in\tmillions) | As\tFiled | Change\tin\nAccounting\nPrinciple | As\tAdjusted | As\tFiled | Change\tin\nAccounting\nPrinciple | As\tAdjusted |
| Operating\tincome | $3,802 | $248 | $4,050 | $2,065 | $414 | $2,479 |
| Interest\tincome | 261 | (248) | 13 | 420 | (414) | 6 |
| Net\tincome | 1,460 | — | 1,460 | 733 | — | 733 |
| Net\tincome\tas\ta\tpercentage\tof\tservice\trevenue | 5% | —% | 5% | 3% | —% | 3% |
| Adjusted\tEBITDA | $10,391 | $248 | $10,639 | $7,393 | $414 | $7,807 |
| Adjusted\tEBITDA\tmargin\t(Adjusted\tEBITDA\tdivided\tby\tservice\trevenues) | 37% | 1% | 38% | 30% | 1% | 31% |

# Liquidity	and	Capital	Resources

Our	principal	sources	of	liquidity	are	our	cash	and	cash	equivalents	and	cash	generated	from	operations,	proceeds	from	issuance	of	long-term	debt	and	common	stock, capital	leases,	the	sale	of	certain	receivables,	financing	arrangements	of	vendor	payables	which	effectively	extend	payment	terms	and	secured	and	unsecured	revolving credit	facilities	with	DT.

# Cash	Flows

The	following	is	an	analysis	of	our	cash	flows	for	the	years	ended	December	31,	2017,	2016	and	2015:

|  |  | Year	Ended	December	31, |  | 2017	Versus	2016 |  | 2016	Versus	2015 |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| (in\tmillions) | 2017 | 2016 | 2015 | $\tChange | %\tChange | $\tChange | %\tChange |
| Net\tcash\tprovided\tby\toperating\tactivities | $7,962 | $6,135 | $5,414 | $1,827 | 30\t% | $721 | 13\t% |
| Net\tcash\tused\tin\tinvesting\tactivities | (11,064) | (5,680) | (9,560) | (5,384) | 95\t% | 3,880 | (41)% |
| Net\tcash\t(used\tin)\tprovided\tby\tfinancing\tactivities | (1,179) | 463 | 3,413 | (1,642) | (355)% | (2,950) | (86)% |

# Operating	Activities

Net	cash	provided	by	operating	activities	increased	$1.8	billion,	or	30%,	in	2017	primarily	from:

# •$3.1	billion	increase	in	Net	income;

•$2.0	billion	decrease	in	net	non-cash	adjustments	to	Net	income	primarily	due	to	changes	in	Deferred	income	tax	expense	and	Depreciation	and	amortization, partially	offset	by	Gains	on	disposal	of	spectrum	licenses;	and

•$757	million	decrease	in	net	cash	outflows	from	changes	in	working	capital	primarily	due	to	improvements	in	Accounts	payable	and	accrued	liabilities,

Deferred	purchase	price	from	sales	of	receivables	and	Accounts	receivable,	partially	offset	by	changes	in	Equipment	installment	plan	receivables	and	Other current	and	long-term	assets	and	liabilities.	The	change	in	EIP	receivables	was	primarily	due	to	a	decrease	in	net	cash	proceeds	from	the	sale	of	EIP	receivables as	the	year	ended	December	31,	2016	benefited	from	net	cash	proceeds	of	$361	million	related	to	upsizing	of	the	EIP	securitization	facility.

Cash	provided	by	operating	activities	increased	$721	million,	or	13%,	in	2016	primarily	from:

•$727	million	increase	in	Net	income;

•$1.4	billion	increase	in	net	non-cash	income	and	expenses	included	in	Net	income	primarily	due	to	changes	in	Depreciation	and	amortization,	Deferred	income tax	expense	and	Gains	on	disposal	of	spectrum	licenses;	partially	offset	by

•$1.4	billion	increase	in	net	cash	outflows	from	changes	in	working	capital	primarily	due	to	changes	in	Accounts	payable	and	accrued	liabilities	of	$1.9	billion as	well	as	the	change	in	Equipment	installment	plan	receivables,	including	inflows	from	the	sale	of	certain	EIP	receivables,	partially	offset	by	the	change	in Inventories.	Net	cash	used	for	Accounts	payable	and	accrued	liabilities	was	$1.2	billion	in	2016	as	compared	to	net	cash	provided	by	Accounts	payable	and accrued	liabilities	of	$693	million	in	2015.	Net	cash	proceeds	from	the	sale	of	EIP	and	service	receivables	was	$536	million	in	2016	as	compared	to	$884 million	in	2015.

# Investing	Activities

Net	cash	used	in	investing	activities	increased	$5.4	billion,	or	95%,	in	2017	primarily	from:

•A	$3.0	billion	decrease	in	Sales	of	short-term

investments;

•A	$1.9	billion	increase	in	Purchases	of	spectrum	licenses	and	other	intangible	assets,	including	deposits,	primarily	driven	by	our	winning	bid	for	1,525	licenses in	the	600	MHz	spectrum	auction	during	the	second	quarter	of	2017;	and

•A	$535	million	increase	in	Purchases	of	property	and	equipment,	including	capitalized	interest	primarily	driven	by	growth	in	network	build	as	we	continued deployment	of	low	band	spectrum,	including	beginning	deployment	of	600	MHz.

Cash	used	in	investing	activities	decreased	$3.9	billion,	or	41%,	in	2016,	to	a	use	of	$5.7	billion	primarily	from:

•$4.7	billion	for	Purchases	of	property	and	equipment,	including	capitalized	interest	of	$142	million	primarily	related	to	the	build-out	of	our	4G	LTE network;

•$4.0	billion	for	Purchases	of	spectrum	licenses	and	other	intangible	assets,	including	a	$2.2	billion	deposit	made	to	a	third	party	in	connection	with	a	potential asset	purchase;	partially	offset	by

•$3.0	billion	in	Sales	of	short-term

# Financing	Activities

Net	cash	used	in	and	provided	by	financing	activities	changed	by	$1.6	billion	to	a	use	of	$1.2	billion,	in	2017	primarily	from:

•$10.2	billion	for	Repayments	of	long-term

debt;

•$2.9	billion	for	Repayments	of	our	revolving	credit

facility;

•$486	million	for	Repayments	of	capital	lease	obligations;

•$427	million	for	Repurchases	of	common	shares;

•$300	million	for	Repayments	of	short-term	debt	for	purchases	of	inventory,	property	and	equipment,	net;	partially	offset

•$10.5	billion	in	Proceeds	from	issuance	of	long-term	debt;

•$2.9	billion	in	Proceeds	from	borrowing	on	our	revolving	credit

Cash	provided	by	financing	activities	decreased	$3.0	billion,	or	86%,	in	2016,	to	an	inflow	of	$463	million	primarily	from:

•$997	million	in	Proceeds	from	issuance	of	long-term	debt;	partially	offset

•$205	million	for	Repayments	of	capital	lease

obligations;

•$150	million	for	Repayments	of	short-term	debt	for	purchases	of	inventory,	property	and	equipment,	net;

•$121	million	for	Tax	withholdings	on	share-based	awards.

# Cash	and	Cash	Equivalents

As	of	December	31,	2017,	our	Cash	and	cash	equivalents	were	$1.2	billion.

# Free	Cash	Flow

Free	Cash	Flow	represents	net	cash	provided	by	operating	activities	less	payments	for	purchases	of	property	and	equipment.	Free	Cash	Flow	is	a	non-GAAP	financial measure	utilized	by	our	management,	investors	and	analysts	of	T-Mobile's	financial	information	to	evaluate	cash	available	to	pay	debt	and	provide	further	investment	in the	business.

The	following	table	illustrates	the	calculation	of	Free	Cash	Flow	and	reconciles	Free	Cash	Flow	to	Net	cash	provided	by	operating	activities,	which	we	consider	to	be	the most	directly	comparable	GAAP	financial	measure:

|  |  | Year	Ended	December	31, |  | 2017	Versus	2016 |  | 2016	Versus	2015 |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| (in\tmillions) | 2017 | 2016 | 2015 | $\tChange | %\tChange | $\tChange | %\tChange |
| Net\tcash\tprovided\tby\toperating\tactivities | $7,962 | $6,135 | $5,414 | $1,827 | 30% | $721 | 13\t% |
| Cash\tpurchases\tof\tproperty\tand\tequipment | (5,237) | (4,702) | (4,724) | (535) | 11% | 22 | —\t% |
| Free\tCash\tFlow | $2,725 | $1,433 | $690 | $1,292 | 90% | $743 | 108\t% |

Free	Cash	Flow	increased	$1.3	billion	in	2017	primarily	from:

•Higher	net	cash	provided	by	operating	activities,	as	described	above;	partially	offset

•Higher	purchases	of	property	and	equipment	primarily	due	to	growth	in	network	build	as	we	deployed	700	MHz	spectrum	and	began	to	deploy	600	MHz.	Cash purchases	of	property	and	equipment	includes	capitalized	interest	of	$136	million	and	$142	million	for	2017	and	2016,	respectively.

Free	Cash	Flow	increased	$743	million	in	2016	primarily	from:

•Higher	net	cash	provided	by	operating	activities,	as	described	above;	and

•Lower	purchases	of	property	and	equipment	from	the	build-out	of	our	4G	LTE	network	in	2016,	as	described	above.	Cash	purchases	of	property	and	equipment includes	capitalized	interest	of	$142	million	and	$246	million	for	2016	and	2015,	respectively.

We	adopted	ASU	2016-15,	"Statement	of	Cash	Flows	(Topic	230):	Classification	of	Certain	Cash	Receipts	and	Cash	Payments"	on	January	1,	2018.	The	standard	will require	a	retrospective	approach	and	impact	the	presentation	of	cash	flows	related	to	beneficial	interests	in	securitization	transactions,	which	is	the	deferred	purchase price,	resulting	in	a	reclassification	of	cash

inflows	from	Operating	activities	to	Investing	activities	of	approximately	$4.3	billion	and	$3.5	billion	for	the	years	ended	December	31,	2017	and	2016,	respectively,	in our	Consolidated	Statements	of	Cash	Flows.	The	standard	will	also	impact	the	presentation	of	cash	payments	for	debt	prepayment	or	debt	extinguishment	costs,	resulting in	a	reclassification	of	cash	outflows	from	Operating	activities	to	Financing	activities	of	$188	million	for	the	year	ended	December	31,	2017,	in	our	consolidated financial	statements.	In	the	first	quarter	of	2018,	we	plan	to	redefine	Free	Cash	Flow	to	reflect	the	above	changes	in	classification	and	present	cash	flows	on	a	consistent basis	for	investor	transparency.	See	Note	1	-	Summary	of	Significant	Accounting	Policies	of	the	Notes	to	the	Consolidated	Financial	Statements	included	in	Part	II,	Item 8	of	this	Form	10-K	for	information	regarding	recently	issued	accounting	standards.

As	of	December	31,	2017,	our	total	debt	was	$28.3	billion,	excluding	our	tower	obligations,	of	which	$26.7	billion	was	classified	as	long-term	debt.	Significant	debt- related	activity	during	2017	included:

# Debt	to	Third	Parties

# Issuances	and	Borrowings

During	the	year	ended	December	31,	2017,	we	issued	the	following	Senior	Notes:

| (in	millions) | Principal	Issuances | Issuance	Costs | Debt |
| :--- | :--- | :--- | :--- |
| 4.000%\tSenior\tNotes\tdue\t2022 | $500 | $2 | $498 |
| 5.125%\tSenior\tNotes\tdue\t2025 | 500 | 2 | 498 |
| 5.375%\tSenior\tNotes\tdue\t2027 | 500 | 1 | 499 |
| Total\tof\tSenior\tNotes\tissued | $1,500 | $5 | $1,495 |

On	March	16,	2017,	T-Mobile	USA	and	certain	of	its	affiliates,	as	guarantors,	issued	a	total	of	$1.5	billion	of	public	Senior	Notes	with	various	interest	rates	and maturity	dates.	Issuance	costs	related	to	the	public	debt	issuance	totaled	$5	million	for	the	year	ended	December	31,	2017.	We	used	the	net	proceeds	of	$1.495	billion from	the	transaction	to	redeem	callable	high	yield	debt.

On	January	25,	2018,	T-Mobile	USA	and	certain	of	its	affiliates,	as	guarantors,	(i)	issued	$1.0	billion	of	public	4.500%	Senior	Notes	due	2026	and	(ii)	issued	$1.5 billion	of	public	4.750%	Senior	Notes	due	2028.	We	intend	to	use	the	net	proceeds	of	$2.493	billion	from	the	transaction	to	redeem	up	to	$1.75	billion	of	6.625%	Senior Notes	due	2023,	and	up	to	$600	million	of	6.836%	Senior	Notes	due	2023,	with	the	balance	to	be	used	for	general	corporate	purposes,	including	partial	pay	down	of borrowings	under	our	revolving	credit	facility	with	DT.	Issuance	costs	related	to	the	public	debt	issuance	totaled	approximately	$7	million.

# Notes	Redemptions

During	the	year	ended	December	31,	2017,	we	made	the	following	note	redemptions:

(1) Write-off	of	premiums,	discounts,	issuance	costs	and	call	penalties	are	included	in	 Other	expense,	net	in	our	Consolidated	Statements	of	Comprehensive	Income.	Write-off	of	premiums, discounts	and	issuance	costs	are	included	in	Other,	net	within	Net	cash	provided	by	operating	activities 	in	our	Consolidated	Statements	of	Cash	Flows.

(2) The	call	penalty	is	the	excess	paid	over	the	principal	amount.	Call	penalties	are	included	within	 Net	cash	provided	by	operating	activities 	in	our	Consolidated	Statements	of	Cash	Flows.

Prior	to	December	31,	2017,	we	delivered	a	notice	of	redemption	on	$1.0	billion	aggregate	principal	amount	of	our	6.125%	Senior	Notes	due	2022.	The	notes	were redeemed	on	January	15,	2018,	at	a	redemption	price	equal	to	103.063%	of	the	principal	amount	of	the	notes	(plus	accrued	and	unpaid	interest	thereon).	The	redemption premium	was	approximately	$31	million	and	the	write-off	of	issuance	costs	was	approximately	$1	million.	The	outstanding	principal	amount	was	reclassified	from	Long- term	debt	to	Short-term	debt	in	our	Consolidated	Balance	Sheets	as	of	December	31,	2017.

# Debt	to	Affiliates

During	the	year	ended	December	31,	2017,	we	made	the	following	borrowings:

| (in	millions) | Net	Proceeds	from<br>Issuance	of	Long-Term<br>Debt | Extinguishments | Write-off	of	Discounts<br>and	Issuance	Costs	(1) |
| :--- | :--- | :--- | :--- |
| LIBOR\tplus\t2.00%\tSenior\tSecured\tTerm\tLoan\tdue\t2022 | $2,000 | $— | $— |
| LIBOR\tplus\t2.00%\tSenior\tSecured\tTerm\tLoan\tdue\t2024 | 2,000 | — | — |
| LIBOR\tplus\t2.750%\tSenior\tSecured\tTerm\tLoan\t^(2) | — | (1,980) | 13 |
| Total | $4,000 | $(1,980) | $13 |

(1) Write-off	of	discounts	and	issuance	costs	are	included	in	 Other	expense,	net	in	our	Consolidated	Statements	of	Comprehensive	Income	and	Other,	net	within	Net	cash	provided	by	operating activities	in	our	Consolidated	Statements	of	Cash	Flows.

(2) Our	Senior	Secured	Term	Loan	extinguished	during	the	year	ended	December	31,	2017	was	Third	Party	debt.

On	January	25,	2017,	T-Mobile	USA,	Inc.	("T-Mobile	USA"),	and	certain	of	its	affiliates,	as	guarantors,	entered	into	an	agreement	to	borrow	$4.0	billion	under	a secured	term	loan	facility	("Incremental	Term	Loan	Facility")	with	DT,	our	majority	stockholder,	to	refinance	$1.98	billion	of	outstanding	senior	secured	term	loans under	its	Term	Loan	Credit	Agreement	dated	November	9,	2015,	with	the	remaining	net	proceeds	from	the	transaction	used	to	redeem	callable	high	yield	debt.	The Incremental	Term	Loan	Facility	increased	DT's	incremental	term	loan	commitment	provided	to	T-Mobile	USA	under	that	certain	First	Incremental	Facility	Amendment dated	as	of	December	29,	2016,	from	$660	million	to	$2.0	billion	and	provided	T-Mobile	USA	with	an	additional	$2.0	billion	incremental	term	loan	commitment.

On	January	31,	2017,	the	loans	under	the	Incremental	Term	Loan	Facility	were	drawn	in	two	tranches:	(i)	$2.0	billion	of	which	bears	interest	at	a	rate	equal	to	a	per annum	rate	of	LIBOR	plus	a	margin	of	2.00%	and	matures	on	November	9,	2022,	and	(ii)	$2.0	billion	of	which	bears	interest	at	a	rate	equal	to	a	per	annum	rate	of LIBOR	plus	a	margin	of	2.25%	and	matures	on	January	31,	2024.	In	July	2017,	we	repriced	the	$2.0	billion	Incremental	Term	Loan	Facility	maturing	on	January	31, 2024,	with	DT	by	reducing	the	interest	rate	to	a	per	annum	rate	of	LIBOR	plus	a	margin	of	2.00%.	No	issuance	fees	were	incurred	related	to	this	debt	agreement	for	the year	ended	December	31,	2017.

On	March	31,	2017,	the	Incremental	Term	Loan	Facility	was	amended	to	waive	all	interim	principal	payments.	The	outstanding	principal	balance	will	be	due	at	maturity.

During	the	year	ended	December	31,	2017,	we	issued	the	following	Senior	Notes	to	DT:

| (in	millions) | Principal	Issuances<br>(Redemptions) | Discounts	(1) | Net	Proceeds	from<br>Issuance	of	Long-Term<br>Debt |
| :--- | :--- | :--- | :--- |
| 4.000%\tSenior\tNotes\tdue\t2022 | $1,000 | $(23) | $977 |
| 5.125%\tSenior\tNotes\tdue\t2025 | 1,250 | (28) | 1,222 |
| 5.375%\tSenior\tNotes\tdue\t2027\t^(2) | 1,250 | (28) | 1,222 |
| 6.288%\tSenior\tReset\tNotes\tdue\t2019 | (1,250) | — | (1,250) |
| 6.366%\tSenior\tReset\tNotes\tdue\t2020 | (1,250) | — | (1,250) |
| Total | $1,000 | $(79) | $921 |

(1) Discounts	reduce	Proceeds	from	issuance	of	long-term	debt	and	are	included	within	Net	cash	(used	in)	provided	by	financing	activities 	in	our	Consolidated	Statements	of	Cash	Flows.

On	March	13,	2017,	DT	agreed	to	purchase	a	total	of	$3.5	billion	in	aggregate	principal	amounts	of	Senior	Notes	with	various	interest	rates	and	maturity	dates	(the	"new DT	Notes").

Through	net	settlement	in	April	2017,	we	issued	to	DT	a	total	of	$3.0	billion	in	aggregate	principal	amount	of	the	new	DT	Notes	and	redeemed	the	$2.5	billion	in outstanding	aggregate	principal	amount	of	Senior	Reset	Notes	with	various	interest	rates	and	maturity	dates	(the	"old	DT	Notes").

The	redemption	prices	of	the	old	DT	Notes	were	103.144%	and	103.183%,	resulting	in	a	total	of	$79	million	in	early	redemption	fees.	These	early	redemption	fees	were recorded	as	discounts	on	the	issuance	of	the	new	DT	Notes.

In	September	2017,	we	issued	to	DT	$500	million	in	aggregate	principal	amount	of	5.375%	Senior	Notes	due	2027,	which	is	the	final	tranche	of	the	new	DT	Notes.	We were	not	required	to	pay	any	underwriting	fees	or	issuance	costs	in	connection	with	the	issuance	of	the	notes.

Net	proceeds	from	the	issuance	of	the	new	DT	Notes	were	$921	million	and	are	included	in	Proceeds	from	issuance	of	long-term	debt	in	our	Consolidated	Statements	of Cash	Flows.

On	May	9,	2017,	we	exercised	our	option	under	existing	purchase	agreements	and	issued	the	following	Senior	Notes	to	DT:

| (in	millions) | Principal	Issuances | Premium | Debt |
| :--- | :--- | :--- | :--- |
| 5.300%\tSenior\tNotes\tdue\t2021 | $2,000 | $— | $2,000 |
| 6.000%\tSenior\tNotes\tdue\t2024 | 1,350 | 40 | 1,390 |
| 6.000%\tSenior\tNotes\tdue\t2024 | 650 | 24 | 674 |
| Total | $4,000 | $64 | $4,064 |

The	proceeds	were	used	to	fund	a	portion	of	the	purchase	price	of	spectrum	licenses	won	in	the	600	MHz	spectrum	auction.	Net	proceeds	from	these	issuances	include $64	million	in	debt	premiums.	See	Note	5	-	Goodwill,	Spectrum	Licenses	and	Other	Intangible	Assets	of	the	Notes	to	the	Consolidated	Financial	Statements	included	in Part	II,	Item	8	of	this	Form	10-K	for	further	information.

On	January	22,	2018,	DT	agreed	to	purchase	$1.0	billion	in	aggregate	principal	amount	of	4.500%	Senior	Notes	due	2026	and	$1.5	billion	in	aggregate	principal	amount of	4.750%	Senior	Notes	due	2028	directly	from	T-Mobile	USA	and	certain	of	its	affiliates,	as	guarantors,	with	no	underwriting	discount	(the	"DT	Notes").

DT	has	agreed	that	the	payment	for	the	DT	notes	will	be	made	by	delivery	of	$1.25	billion	in	aggregate	principal	amount	of	8.097%	Senior	Reset	Notes	due	2021	and $1.25	billion	in	aggregate	principal	amount	of	8.195%	Senior	Reset	Notes	due	2022	(collectively,	the	"DT	Senior	Reset	Notes")	held	by	DT	and	which	T-Mobile	USA will	have	called	for	redemption,	in	exchange	for	the	DT	notes.	In	connection	with	such	exchange,	we	will	pay	DT	in	cash	the	premium	portion	of	the	redemption	price set

forth	in	the	indenture	governing	the	DT	Senior	Reset	Notes,	plus	accrued	but	unpaid	interest	on	the	DT	Senior	Reset	Notes	to,	but	not	including,	the	exchange	date.

The	closing	of	the	issuance	and	sale	of	the	DT	notes	to	DT,	and	exchange	of	the	DT	Senior	Reset	Notes,	is	expected	to	occur	on	or	about	April	30,	2018.

# Financing	Arrangements

We	maintain	a	handset	financing	arrangement	with	Deutsche	Bank	AG	("Deutsche	Bank"),	which	allows	for	up	to	$108	million	in	borrowings.	Under	the	handset financing	arrangement,	we	can	effectively	extend	payment	terms	for	invoices	payable	to	certain	handset	vendors.	The	interest	rate	on	the	handset	financing	arrangement is	determined	based	on	LIBOR	plus	a	specified	margin	per	the	arrangement.	Obligations	under	the	handset	financing	arrangement	are	included	in	Short-term	debt	in	our Consolidated	Balance	Sheets.	In	2016,	we	utilized	and	repaid	$100	million	under	the	financing	arrangement.	As	of	December	31,	2017	and	2016,	there	was	no outstanding	balance.

We	maintain	vendor	financing	arrangements	with	our	primary	network	equipment	suppliers.	Under	the	respective	agreements,	we	can	obtain	extended	financing	terms. The	interest	rate	on	the	vendor	financing	arrangements	is	determined	based	on	the	difference	between	LIBOR	and	a	specified	margin	per	the	agreements.	Obligations under	the	vendor	financing	arrangements	are	included	in	Short-term	debt	in	our	Consolidated	Balance	Sheets.	In	2017,	we	utilized	and	repaid	$300	million	under	the financing	arrangement.	As	of	December	31,	2017	and	2016,	there	was	no	outstanding	balance.

# Revolving	Credit	Facility

We	had	an	unsecured	revolving	credit	facility	with	Deutsche	Telekom	which	allowed	for	up	to	$500	million	in	borrowings.	In	December	2016,	we	terminated	our	$500 million	unsecured	revolving	credit	facility	with	Deutsche	Telekom.

In	December	2016,	T-Mobile	USA	entered	into	a	$2.5	billion	revolving	credit	facility	with	Deutsche	Telekom	which	comprised	of	(i)	a	three-year	$1.0	billion	unsecured revolving	credit	agreement	and	(ii)	a	three-year	$1.5	billion	secured	revolving	credit	agreement.	The	applicable	margin	for	the	Unsecured	Revolving	Credit	Facility ranges	from	2.00%	to	3.25%	per	annum	for	Eurodollar	Rate	loans.	The	applicable	margin	for	the	Secured	Revolving	Credit	Facility	ranges	from	1.00%	to	1.75%	per annum	for	Eurodollar	Rate	loans.	As	of	December	31,	2017	and	2016,	there	were	no	outstanding	borrowings	under	the	revolving	credit	facility.

In	January	2018,	we	utilized	proceeds	under	the	revolving	credit	facility	to	redeem	$1.0	billion	in	aggregate	principal	amount	of	our	6.125%	Senior	Notes	due	2022	and for	general	corporate	purposes.	As	of	February	5,	2018,	there	were	no	outstanding	borrowings	on	the	revolving	credit	facility.	The	Proceeds	and	borrowings	from	the revolving	credit	facility	are	presented	in	Proceeds	from	borrowing	on	revolving	credit	facility	and	Repayments	of	revolving	credit	facility	within	Net	cash	(used	in) provided	by	financing	activities	in	our	Consolidated	Statements	of	Cash	Flows.

We	could	seek	additional	sources	of	liquidity,	including	through	the	issuance	of	additional	long-term	debt	in	2018,	to	continue	to	opportunistically	acquire	spectrum licenses	or	other	assets	in	private	party	transactions	or	for	the	refinancing	of	existing	long-term	debt	on	an	opportunistic	basis.	Excluding	liquidity	that	could	be	needed for	spectrum	acquisitions	or	other	assets,	we	expect	our	principal	sources	of	funding	to	be	sufficient	to	meet	our	anticipated	liquidity	needs	for	business	operations	for	the next	12	months.	Our	intended	use	of	any	such	funds	is	for	general	corporate	purposes,	including	for	capital	expenditures,	spectrum	purchases,	opportunistic	investments and	acquisitions,	redemption	of	high	yield	callable	debt	and	stock	purchases.

We	determine	future	liquidity	requirements,	for	both	operations	and	capital	expenditures,	based	in	large	part	upon	projected	financial	and	operating	performance,	and opportunities	to	acquire	additional	spectrum.	We	regularly	review	and	update	these	projections	for	changes	in	current	and	projected	financial	and	operating	results, general	economic	conditions,	the	competitive	landscape	and	other	factors.	There	are	a	number	of	risks	and	uncertainties	that	could	cause	our	financial	and	operating results	and	capital	requirements	to	differ	materially	from	our	projections,	which	could	cause	future	liquidity	to	differ	materially	from	our	assessment.

The	indentures	and	credit	facilities	governing	our	long-term	debt	to	affiliates	and	third	parties,	excluding	capital	leases,	contain	covenants	that,	among	other	things,	limit the	ability	of	the	Issuer	and	the	Guarantor	Subsidiaries	(each	as	defined	in	Note	16	–	Guarantor	Financial	Information	of	the	Notes	to	the	Consolidated	Financial Statements	included	in	Part	II,	Item	8	of	this	Form

10-K)	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	facilities,	indentures	and	supplemental	indentures	relating	to	the	long-term	debt	to	affiliates and	third	parties	restrict	the	ability	of	the	Issuer	to	loan	funds	or	make	payments	to	the	Parent.	However,	the	Issuer	is	allowed	to	make	certain	permitted	payments	to	the Parent	under	the	terms	of	each	of	the	credit	facilities,	indentures	and	supplemental	indentures	relating	to	the	long-term	debt	to	affiliates	and	third	parties.	We	were	in compliance	with	all	restrictive	debt	covenants	as	of	December	31,	2017.

# Capital	Lease	Facilities

We	have	entered	into	uncommitted	capital	lease	facilities	with	certain	partners,	which	provide	us	with	the	ability	to	enter	into	capital	leases	for	network	equipment	and services.	As	of	December	31,	2017,	we	have	committed	to	$2.1	billion	of	capital	leases	under	these	capital	lease	facilities,	of	which	$887	million	was	executed	during	the year	ended	December	31,	2017.

# Capital	Expenditures

Our	liquidity	requirements	have	been	driven	primarily	by	capital	expenditures	for	spectrum	licenses	and	the	construction,	expansion	and	upgrading	of	our	network infrastructure.	Property	and	equipment	capital	expenditures	primarily	relate	to	our	network	transformation,	including	the	build	out	of	700	MHz	A-Block	and	600	MHz spectrum	licenses.	We	expect	cash	purchases	of	property	and	equipment,	excluding	capitalized	interest,	to	be	in	the	range	of	$4.9	billion	to	$5.3	billion	in	2018.	This includes	expenditures	for	5G	deployment.	Similar	to	2017,	cash	capital	expenditures	will	be	front-end	loaded	in	2018	due	to	the	build	out	of	600	MHz	spectrum licenses.	This	does	not	include	property	and	equipment	obtained	through	capital	lease	agreements,	leased	wireless	devices	transferred	from	inventory	or	any	additional purchases	of	spectrum	licenses.

In	April	2017,	the	FCC	announced	that	we	were	the	winning	bidder	of	1,525	licenses	in	the	600	MHz	spectrum	auction	for	an	aggregate	price	of	$8.0	billion.	At	the inception	of	the	auction	in	June	2016,	we	deposited	$2.2	billion	with	the	FCC	which,	based	on	the	outcome	of	the	auction,	was	sufficient	to	cover	our	down	payment obligation	due	in	April	2017.	In	May	2017,	we	paid	the	FCC	the	remaining	$5.8	billion	of	the	purchase	price	using	cash	reserves	and	by	issuing	debt	to	DT,	our	majority stockholder,	pursuant	to	existing	debt	purchase	commitments.	See	Note	7	-	Debt	of	the	Notes	to	the	Consolidated	Financial	Statements	included	in	Part	II,	Item	8	of	this Form	10-K	for	further	information.

The	$5.8	billion	payment	of	the	purchase	price	is	included	in	Purchases	of	spectrum	licenses	and	other	intangible	assets,	including	deposits	within	Net	cash	used	in investing	activities	in	our	Consolidated	Statements	of	Cash	Flows.	The	licenses	are	included	in	Spectrum	licenses	as	of	December	31,	2017,	on	our	Consolidated	Balance Sheets.	We	began	deployment	of	these	licenses	on	our	network	in	the	third	quarter	of	2017.	See	Note	5	-	Goodwill,	Spectrum	Licenses	and	Other	Intangible	Assets	of the	Notes	to	the	Consolidated	Financial	Statements	included	in	Part	II,	Item	8	of	this	Form	10-K	for	further	information.

# Contractual	Obligations

The	following	table	summarizes	our	contractual	obligations	and	borrowings	as	of	December	31,	2017	and	the	timing	and	effect	that	such	commitments	are	expected	to have	on	our	liquidity	and	capital	requirements	in	future	periods:

| (in	millions) | Less	Than	1	Year | 1	-	3	Years | 4	-	5	Years | More	Than	5	Years | Total |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Long-term\tdebt\t(1) | $1,000 | $— | $8,000 | $17,450 | $26,450 |
| Interest\ton\tlong-term\tdebt | 1,501 | 2,939 | 2,539 | 1,976 | 8,955 |
| Capital\tlease\tobligations,\tincluding\tinterest\tand\tmaintenance | 682 | 972 | 218 | 172 | 2,044 |
| Tower\tobligations\t(2) | 189 | 379 | 381 | 1,006 | 1,955 |
| Operating\tleases\t(3) | 2,448 | 4,083 | 2,686 | 2,251 | 11,468 |
| Purchase\tobligations\t(4) | 2,146 | 2,216 | 1,492 | 960 | 6,814 |
| Network\tdecommissioning\t(5) | 101 | 123 | 60 | 21 | 305 |
| Total\tcontractual\tobligations | $8,067 | $10,712 | $15,376 | $23,836 | $57,991 |

(1) Represents	principal	amounts	of	long-term	debt	to	affiliates	and	third	parties	at	maturity,	excluding	unamortized	premium	from	purchase	price	allocation	fair	value	adjustment,	capital	lease obligations	and	vendor	financing	arrangements.	See	Note	7	–	Debt	of	the	Notes	to	the	Consolidated	Financial	Statements	included	in	Part	II,	Item	8	of	this	Form	10-K	for	further	information.

(2) Future	minimum	payments,	including	principal	and	interest	payments	and	imputed	lease	rental	income,	related	to	the	tower	obligations.	See Note	8	–	Tower	Obligations	of	the	Notes	to	the Consolidated	Financial	Statements	included	in	Part	II,	Item	8	of	this	Form	10-K	for	further	information.

(3) Future	minimum	lease	payments	for	all	cell	site	leases	presented	above	to	include	payments	due	for	the	initial	non-cancelable	lease	term	only	as	they	represent	the	payments	which	we	cannot avoid	at	our	option	and	also	corresponds	to	our	lease	term	assessment	for	new	leases.

(4) The	minimum	commitment	for	certain	obligations	is	based	on	termination	penalties	that	could	be	paid	to	exit	the	contracts.	Termination	penalties	are	included	in	the	above	table	as	payments	due as	of	the	earliest	we	could	exit	the	contract,	typically	in	less	than	one	year.	For	certain	contracts	that	include	fixed	volume	purchase	commitments	and	fixed	prices	for	various	products,	the purchase	obligations	are	calculated	using	fixed	volumes	and	contractually	fixed	prices	for	the	products	that	are	expected	to	be	purchased.	This	table	does	not	include	open	purchase	orders	as	of December	31,	2017	under	normal	business	purposes.	See	Note	13	-	Commitments	and	Contingencies	of	the	Notes	to	the	Consolidated	Financial	Statements	included	in	Part	II,	Item	8	of	this Form	10-K	for	further	information.

(5) Represents	future	undiscounted	cash	flows	related	to	decommissioned	MetroPCS	CDMA	network	and	certain	other	redundant	cell	sites	as	of December	31,	2017.

Certain	commitments	and	obligations	are	included	in	the	table	based	on	the	year	of	required	payment	or	an	estimate	of	the	year	of	payment.	Other	long-term	liabilities, excluding	network	decommissioning,	have	been	omitted	from	the	table	above	due	to	the	uncertainty	of	the	timing	of	payments,	combined	with	the	absence	of	historical trending	to	be	used	as	a	predictor	of	such	payments.	See	Note	14	–	Additional	Financial	Information	of	the	Notes	to	the	Consolidated	Financial	Statements	included	in Part	II,	Item	8	of	this	Form	10-K	for	further	information.

The	purchase	obligations	reflected	in	the	table	above	are	primarily	commitments	to	purchase	handsets	and	accessories,	equipment,	software,	programming	and	network services,	and	marketing	activities,	which	will	be	used	or	sold	in	the	ordinary	course	of	business.	These	amounts	do	not	represent	T-Mobile's	entire	anticipated	purchases in	the	future,	but	represent	only	those	items	for	which	T-Mobile	is	contractually	committed.	Where	T-Mobile	is	committed	to	make	a	minimum	payment	to	the	supplier regardless	of	whether	it	takes	delivery,	T-Mobile	has	included	only	that	minimum	payment	as	a	purchase	obligation.	Additionally,	included	within	purchase	obligations are	amounts	for	the	acquisition	of	spectrum	licenses,	which	are	subject	to	regulatory	approval	and	other	customary	closing	conditions.

In	January	2018,	we	closed	on	a	Unit	Purchase	Agreement	to	acquire	the	remaining	equity	in	INS,	a	54%	owned	unconsolidated	subsidiary,	for	a	purchase	price	of	$25 million.	See	Note	13	-	Commitments	and	Contingencies	of	the	Notes	to	the	Consolidated	Financial	Statements	included	in	Part	II,	Item	8	of	this	Form	10-K	for	further information.

In	January	2018,	we	closed	on	our	previously	announced	acquisition	of	Layer3	TV,	Inc.	("Layer3	TV")	for	consideration	of	approximately	$325	million,	subject	to customary	working	capital	and	other	post-closing	adjustments.	Upon	closing	of	the	transaction,	Layer3	TV	became	a	wholly-owned	consolidated	subsidiary.	See	Note 13	-	Commitments	and	Contingencies	of	the	Notes	to	the	Consolidated	Financial	Statements	included	in	Part	II,	Item	8	of	this	Form	10-K	for	further	information.

# Off-Balance	Sheet	Arrangements

In	2015,	we	entered	into	an	arrangement,	as	amended,	to	sell	certain	EIP	accounts	receivable	on	a	revolving	basis	as	an	additional	source	of	liquidity.	In	August	2017, the	arrangement	was	amended	to	reduce	the	maximum	funding	commitment	to	$1.2	billion	and	extend	the	scheduled	expiration	date	to	November	2018.	In	December 2017,	the	arrangement	was	again

amended	to	increase	the	maximum	funding	commitment	to	$1.3	billion.	See	Note	3	–	Sales	of	Certain	Receivables	of	the	Notes	to	the	Consolidated	Financial	Statements included	in	Part	II,	Item	8	of	this	Form	10-K	for	further	information.

In	2014,	we	entered	into	an	arrangement,	as	amended,	to	sell	certain	service	accounts	receivable	on	a	revolving	basis	as	an	additional	source	of	liquidity.	In	November 2016,	the	arrangement	was	amended	to	increase	the	maximum	funding	commitment	to	$950	million	and	extend	the	scheduled	expiration	date	to	March	2018.	In February	2018,	the	arrangement	was	again	amended	to	extend	the	scheduled	expiration	date	to	March	2019.	As	of	December	31,	2017,	T-Mobile	derecognized	net receivables	of	$2.7	billion	upon	sale	through	these	arrangements.	See	Note	3	–	Sales	of	Certain	Receivables	of	the	Notes	to	the	Consolidated	Financial	Statements included	in	Part	II,	Item	8	of	this	Form	10-K	for	further	information.

# Related-Party	Transactions

During	the	year	ended	December	31,	2017,	we	entered	into	certain	debt	related	transactions	with	affiliates.	See	Note	7	–	Debt	of	the	Notes	to	the	Consolidated	Financial Statements	included	in	Part	II,	Item	8	of	this	Form	10-K	for	further	information.

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

# Disclosure	of	Iranian	Activities	under	Section	13(r)	of	the	Securities	Exchange	Act	of	1934

Section	219	of	the	Iran	Threat	Reduction	and	Syria	Human	Rights	Act	of	2012	added	Section	13(r)	to	the	Exchange	Act	of	1934,	as	amended	("Exchange	Act").	Section 13(r)	requires	an	issuer	to	disclose	in	its	annual	or	quarterly	reports,	as	applicable,	whether	it	or	any	of	its	affiliates	knowingly	engaged	in	certain	activities,	transactions or	dealings	relating	to	Iran	or	with	designated	natural	persons	or	entities	involved	in	terrorism	or	the	proliferation	of	weapons	of	mass	destruction.	Disclosure	is	required even	where	the	activities,	transactions	or	dealings	are	conducted	outside	the	U.S.	by	non-U.S.	affiliates	in	compliance	with	applicable	law,	and	whether	or	not	the activities	are	sanctionable	under	U.S.	law.

As	of	the	date	of	this	report,	we	are	not	aware	of	any	activity,	transaction	or	dealing	by	us	or	any	of	our	affiliates	for	the	year	ended	December	31,	2017,	that	requires disclosure	in	this	report	under	Section	13(r)	of	the	Exchange	Act,	except	as	set	forth	below	with	respect	to	affiliates	that	we	do	not	control	and	that	are	our	affiliates solely	due	to	their	common	control	with	DT.	We	have	relied	upon	DT	for	information	regarding	their	activities,	transactions	and	dealings.

DT,	through	certain	of	its	non-U.S.	subsidiaries,	is	party	to	roaming	and	interconnect	agreements	with	the	following	mobile	and	fixed	line	telecommunication	providers in	Iran,	some	of	which	are	or	may	be	government-controlled	entities:	Gostaresh	Ertebatat	Taliya,	Irancell	Telecommunications	Services	Company	("MTN	Irancell"), Telecommunication	Kish	Company,	Mobile	Telecommunication	Company	of	Iran,	and	Telecommunication	Infrastructure	Company	of	Iran.	For	the	year	ended December	31,	2017,	gross	revenues	of	all	DT	affiliates	generated	by	roaming	and	interconnection	traffic	with	Iran	were	less	than	$4	million	and	estimated	net	profits were	less	than	$4	million.

In	addition,	DT,	through	certain	of	its	non-U.S.	subsidiaries,	operating	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	year	ended	December	31,	2017	were	less	than	$0.4	million.	We	understand	that	DT	intends	to	continue	these	activities.

# Critical	Accounting	Policies	and	Estimates

Our	significant	accounting	policies	are	fundamental	to	understanding	our	results	of	operations	and	financial	condition	as	they	require	that	we	use	estimates	and assumptions	that	may	affect	the	value	of	our	assets	or	liabilities	and	financial	results.	See	Note	1	–	Summary	of	Significant	Accounting	Policies	of	the	Notes	to	the Consolidated	Financial	Statements	included	in	Part	II,	Item	8	of	this	Form	10-K	for	further	information.

Six	of	these	policies	are	critical	because	they	require	management	to	make	difficult,	subjective	and	complex	judgments	about	matters	that	are	inherently	uncertain	and because	it	is	likely	that	materially	different	amounts	would	be	reported	under	different	conditions	or	using	different	assumptions.	Actual	results	could	differ	from	those estimates.

Management	and	the	Audit	Committee	of	the	Board	of	Directors	have	reviewed	and	approved	these	critical	accounting	policies.

# Allowances

We	maintain	an	allowance	for	credit	losses,	which	is	management's	estimate	of	such	losses	inherent	in	the	receivables	portfolio,	comprised	of	accounts	receivable	and EIP	receivable	segments.	Changes	in	the	allowance	for	credit	losses	and,	therefore,	in	related	provision	for	credit	losses	("bad	debt	expense")	can	materially	affect earnings.	Credit	risk	characteristics	are	assessed	for	each	receivable	segment.	In	applying	the	judgment	and	review	required	to	determine	the	allowance	for	credit	losses, management	considers	a	number	of	factors,	including	customer	behavior,	credit	quality	of	the	customer	base	and	other	qualitative	factors	such	as	macro-economic conditions.	While	our	methodology	attributes	portions	of	the	allowance	to	specific	portfolio	segments,	the	entire	allowance	for	credit	losses	is	available	to	absorb	credit losses	inherent	in	the	total	receivables	portfolio.

Management	also	considers	an	amount	that	represents	management's	judgment	of	risks	inherent	in	the	process	and	assumptions	used	in	establishing	the	allowance	for credit	losses,	including	process	risk	and	other	subjective	factors,	including	industry	trends	and	emerging	risk	assessments.

To	the	extent	that	actual	loss	experience	differs	significantly	from	historical	trends	or	assumptions,	the	appropriate	allowance	levels	for	realized	credit	losses	could	differ from	the	estimate.	We	write	off	account	balances	if	collection	efforts	are	unsuccessful	and	the	receivable	balance	is	deemed	uncollectible,	based	on	customer	credit ratings	and	the	length	of	time	from	the	original	billing	date.

We	offer	certain	retail	customers	the	option	to	pay	for	their	devices	and	other	purchases	in	installments	over	a	period	of	up	to	24	months	using	a	zero	interest	EIP.	At	the time	of	an	installment	sale,	we	impute	a	discount	for	interest	and	record	the	EIP	receivables	at	their	present	value,	which	is	determined	by	discounting	future	payments	at the	imputed	interest	rate.	The	difference	between	the	present	value	of	the	EIP	receivables	and	their	face	amount	results	in	a	discount	which	is	recorded	as	a	direct reduction	to	the	carrying	value	of	the	EIP	receivable	with	a	corresponding	reduction	to	equipment	revenue.	The	imputed	discount	rate	is	primarily	comprised	of	current market	interest	rates	and	the	estimated	credit	risk	on	the	EIP	receivables.	As	a	result,	we	do	not	recognize	a	separate	valuation	allowance	at	the	time	of	issuance	as	the effects	of	uncertainty	about	future	cash	flows	are	included	in	the	initial	present	value	measurement	of	the	EIP	receivable.	The	imputed	discount	on	EIP	receivables	is amortized	over	the	financed	installment	term	using	the	effective	interest	method	and	recognized	as	Other	revenues	in	our	Consolidated	Statements	of	Comprehensive Income.

Subsequent	to	the	initial	determination	of	the	imputed	discount,	we	recognize	an	allowance	for	credit	losses	to	the	extent	the	amount	of	estimated	credit	losses	on	the gross	EIP	receivable	segment	exceed	the	remaining	unamortized	imputed	discount	balances.

Total	imputed	discount	and	allowances	as	of	December	31,	2017	and	2016	was	approximately	8.1%	and	8.0%,	respectively,	of	the	total	amount	of	gross	accounts receivable,	including	EIP	receivables.

# Depreciation

Depreciation	commences	once	assets	have	been	placed	in	service.	We	generally	depreciate	property	and	equipment	over	the	period	the	property	and	equipment	provide economic	benefit.	Leased	wireless	devices	are	depreciated	to	their	estimated	residual	value	over	the	period	expected	to	provide	utility	to	T-Mobile,	which	is	generally shorter	than	the	lease	term	and	considers	expected	losses.	Depreciable	life	studies	are	performed	periodically	to	confirm	the	appropriateness	of	depreciable	lives	for certain	categories	of	property,	plant	and	equipment.	These	studies	consider	actual	usage,	physical	wear	and	tear,	replacement	history	and	assumptions	about	technology evolution.	When	these	factors	indicate	that	an	asset's	useful	life	is	different	from	the	previous	assessment,	the	remaining	book	values	are	depreciated	prospectively	over the	adjusted	remaining	estimated	useful	life.	See	Note	1	–	Summary	of	Significant	Accounting	Policies	and	Note	4	–	Property	and	Equipment	of	the	Notes	to	the Consolidated	Financial	Statements	included	in	Part	II,	Item	8	of	this	Form	10-K	for	information	regarding	depreciation	of	assets,	including	management's	underlying estimates	of	useful	lives.

# Evaluation	of	Goodwill	and	Indefinite-Lived	Intangible	Assets	for	Impairment

We	assess	the	carrying	value	of	goodwill	and	other	indefinite-lived	intangible	assets,	such	as	our	spectrum	licenses,	for	potential	impairment	annually	as	of	December	31 or	more	frequently	if	events	or	changes	in	circumstances	indicate	that	assets	might	be	impaired.

When	assessing	goodwill	for	impairment	we	may	elect	to	first	perform	a	qualitative	assessment	for	a	reporting	unit	to	determine	if	a	quantitative	impairment	test	is necessary.	If	we	do	not	perform	a	qualitative	assessment,	or	if	the	qualitative

assessment	indicates	it	is	more	likely	than	not	the	fair	value	of	the	reporting	unit	is	less	than	its	carrying	amount,	we	perform	a	quantitative	test.	We	recognize	an impairment	charge	for	the	amount	by	which	the	carrying	amount	exceeds	the	reporting	unit's	fair	value;	however,	the	loss	recognized	would	not	exceed	the	total	amount of	goodwill	allocated	to	that	reporting	unit.

The	fair	value	of	the	reporting	unit	is	determined	using	a	market	approach,	which	is	based	on	market	capitalization.	We	recognize	market	capitalization	is	subject	to volatility	and	will	monitor	changes	in	market	capitalization	to	determine	whether	declines,	if	any,	necessitate	an	interim	impairment	review.	In	the	event	market capitalization	does	decline	below	its	book	value,	we	will	consider	the	length,	severity	and	reasons	for	the	decline	when	assessing	whether	potential	impairment	exists, including	considering	whether	a	control	premium	should	be	added	to	the	market	capitalization.	We	believe	short-term	fluctuations	in	share	price	may	not	necessarily reflect	the	underlying	aggregate	fair	value.

We	test	spectrum	licenses	for	impairment	on	an	aggregate	basis,	consistent	with	the	management	of	the	overall	business	at	a	national	level.	We	may	elect	to	first	perform a	qualitative	assessment	to	determine	whether	it	is	more	likely	than	not	that	the	fair	value	of	an	intangible	asset	is	less	than	its	carrying	value.	If	we	do	not	perform	the qualitative	assessment,	or	if	the	qualitative	assessment	indicates	it	is	more	likely	than	not	the	fair	value	of	the	intangible	asset	is	less	than	its	carrying	amount,	we calculate	the	estimated	fair	value	of	the	intangible	asset.	If	the	carrying	amount	of	spectrum	licenses	exceeds	the	fair	value,	an	impairment	loss	is	recognized.	We estimate	the	fair	value	of	the	spectrum	licenses	using	the	Greenfield	approach,	which	is	an	income	approach	that	estimates	the	price	at	which	an	orderly	transaction	to sell	the	asset	would	take	place	between	market	participants	at	the	measurement	date	under	current	market	conditions.	The	Greenfield	approach	values	the	spectrum licenses	by	calculating	the	cash	flow	generating	potential	of	a	hypothetical	start-up	company	that	goes	into	business	with	no	assets	except	the	asset	to	be	valued	(in	this case,	spectrum	licenses).	The	value	of	the	spectrum	licenses	can	be	considered	as	equal	to	the	present	value	of	the	cash	flows	of	this	hypothetical	start-up	company.	We base	the	assumptions	underlying	the	Greenfield	approach	on	a	combination	of	market	participant	data	and	our	historical	results,	trends	and	business	plans.	Future	cash flows	in	the	Greenfield	approach	are	based	on	estimates	and	assumptions	of	market	participant	revenues,	EBITDA	margin,	network	build-out	period	and	a	long-term growth	rate	for	a	market	participant.	The	cash	flows	are	discounted	using	a	weighted	average	cost	of	capital.

The	valuation	approaches	utilized	to	estimate	fair	value	for	the	purposes	of	the	impairment	tests	of	goodwill	and	spectrum	licenses	require	the	use	of	assumptions	and estimates,	which	involve	a	degree	of	uncertainty.	If	actual	results	or	future	expectations	are	not	consistent	with	the	assumptions,	this	may	result	in	the	recording	of significant	impairment	charges	on	goodwill	or	spectrum	licenses.	The	most	significant	assumptions	within	the	valuation	models	are	the	discount	rate,	revenues,	EBITDA margins,	capital	expenditures	and	the	long-term	growth	rate.	See	Note	1	–	Summary	of	Significant	Accounting	Policies	and	Note	5	–	Goodwill,	Spectrum	Licenses	and Other	Intangible	Assets	of	the	Notes	to	the	Consolidated	Financial	Statements	included	in	Part	II,	Item	8	of	this	Form	10-K	for	information	regarding	our	annual impairment	test	and	impairment	charges.

# Guarantee	Liabilities

We	offer	a	device	trade-in	program,	JUMP!,	which	provides	eligible	customers	a	specified-price	trade-in	right	to	upgrade	their	device.	Upon	enrollment,	participating customers	must	finance	the	purchase	of	a	device	on	an	EIP	and	have	a	qualifying	T-Mobile	monthly	wireless	service	plan,	which	is	treated	as	a	single	multiple-element arrangement	when	entered	into	at	or	near	the	same	time.	Upon	qualifying	JUMP!	program	upgrades,	the	customers'	remaining	EIP	balance	is	settled	provided	they trade-in	their	eligible	used	device	in	good	working	condition	and	purchase	a	new	device	from	us	on	a	new	EIP.

For	customers	who	enroll	in	JUMP!,	we	establish	a	liability	through	the	reduction	of	revenue,	for	the	portion	of	revenue	which	represents	the	estimated	fair	value	of	the specified-price	trade-in	right	guarantee.	The	guarantee	liability	is	valued	based	on	various	economic	and	customer	behavioral	assumptions,	which	requires	judgment, including	estimating	the	customer's	remaining	EIP	balance	at	trade-in,	the	expected	fair	value	of	the	used	device	at	trade-in,	and	the	probability	and	timing	of	trade-in. When	customers	upgrade	their	device,	the	difference	between	the	EIP	balance	credit	to	the	customer	and	the	fair	value	of	the	returned	device	is	recorded	against	the guarantee	liabilities.	All	assumptions	are	reviewed	periodically.

# Rent	Expense

Most	of	the	leases	on	our	tower	sites	have	fixed	rent	escalations	which	provide	for	periodic	increases	in	the	amount	of	rent	payable	over	time.	We	calculate	straight-line rent	expense	for	each	of	these	leases	based	on	the	fixed	non-cancellable	term	of	the	lease	plus	all	periods,	if	any,	for	which	failure	to	renew	the	lease	imposes	a	penalty on	us	in	such	amount	that	a	renewal	appears,	at	lease	inception	or	significant	modification,	to	be	reasonably	assured.	We	consider	several	factors	in	assessing	whether renewal	periods	are	reasonably	assured	of	being	exercised,	including	the	continued	maturation	of	our	network	nationwide,	technological	advances	within	the telecommunications	industry	and	the	availability	of	alternative	sites.	We	make

significant	assumptions	at	lease	inception	in	determining	and	assessing	the	factors	that	constitute	a	"penalty."	In	doing	so,	we	primarily	consider	costs	incurred	in acquiring	and	developing	new	sites,	the	useful	life	of	site	improvements	and	equipment	costs,	future	economic	conditions	and	the	extent	to	which	improvements	in wireless	technologies	can	be	incorporated	into	a	current	assessment	of	whether	an	economic	compulsion	will	exist	in	the	future	to	renew	a	lease.

# Income	Taxes

We	recognize	deferred	tax	assets	and	liabilities	based	on	temporary	differences	between	the	financial	statement	and	tax	basis	of	assets	and	liabilities	using	enacted	tax rates	expected	to	be	in	effect	when	these	differences	are	realized.	A	valuation	allowance	is	maintained	against	deferred	tax	assets	when	it	is	more	likely	than	not	that some	portion	or	all	of	the	deferred	tax	assets	will	not	be	realized.	The	ultimate	realization	of	a	deferred	tax	asset	depends	on	the	ability	to	generate	sufficient	taxable income	of	the	appropriate	character	and	in	the	appropriate	taxing	jurisdictions	within	the	carryforward	periods	available.	We	consider	many	factors	when	determining whether	a	valuation	allowance	is	needed,	including	recent	cumulative	earnings	experience	by	taxing	jurisdiction,	expectations	of	future	income,	the	carryforward	periods available	for	tax	reporting	purposes	and	other	relevant	factors.

We	account	for	uncertainty	in	income	taxes	recognized	in	the	financial	statements	in	accordance	with	the	accounting	guidance	for	the	financial	statement	recognition	and measurement	of	a	tax	position	taken	or	expected	to	be	taken	in	a	tax	return.	We	assess	whether	it	is	more	likely	than	not	that	a	tax	position	will	be	sustained	upon examination	based	on	the	technical	merits	of	the	position	and	adjust	the	unrecognized	tax	benefits	in	light	of	changes	in	facts	and	circumstances,	such	as	changes	in	tax law,	interactions	with	taxing	authorities	and	developments	in	case	law.

# Accounting	Pronouncements	Not	Yet	Adopted

See	Note	1	–	Summary	of	Significant	Accounting	Policies	of	the	Notes	to	the	Consolidated	Financial	Statements	included	in	Part	II,	Item	8	of	this	Form	10-K	for information	regarding	recently	issued	accounting	standards.

# Item	7A.	Quantitative	and	Qualitative	Disclosures	About	Market	Risk

We	are	exposed	to	economic	risks	in	the	normal	course	of	business,	primarily	from	changes	in	interest	rates,	including	changes	in	investment	yields	and	changes	in spreads	due	to	credit	risk	and	other	factors.	These	risks,	along	with	other	business	risks,	impact	our	cost	of	capital.	Our	policy	is	to	manage	exposure	related	to fluctuations	in	interest	rates	in	order	to	manage	capital	costs,	control	financial	risks	and	maintain	financial	flexibility	over	the	long	term.	We	have	established	interest rate	risk	limits	that	are	closely	monitored	by	measuring	interest	rate	sensitivities	of	our	debt	portfolio.	We	do	not	foresee	significant	changes	in	the	strategies	used	to manage	market	risk	in	the	near	future.

We	are	exposed	to	changes	in	interest	rates	on	our	Incremental	Term	Loan	Facility	with	DT,	our	majority	stockholder.	See	Note	7	–	Debt	of	the	Notes	to	the Consolidated	Financial	Statements	included	in	Part	II,	Item	8	of	this	Form	10-K	for	further	information.

To	perform	the	sensitivity	analysis,	we	assessed	the	risk	of	a	change	in	the	fair	value	from	the	effect	of	a	hypothetical	interest	rate	change	of	positive	150	and	negative	50 basis	points.	In	cases	where	the	debt	is	redeemable	and	the	fair	value	calculation	results	in	a	liability	greater	than	the	cost	to	replace	the	debt,	the	maximum	liability	is assumed	to	be	no	greater	than	the	current	cost	to	redeem	the	debt.	As	of	December	31,	2017,	the	change	in	the	fair	value	of	our	Incremental	Term	Loan	Facility,	based	on this	hypothetical	change,	is	shown	in	the	table	below:

| (in	millions) | Carrying	Amount | Fair	Value | +150	Basis	Point	Shift | -50	Basis	Point	Shift |
| :--- | :--- | :--- | :--- | :--- |
| LIBOR\tplus\t2.00%\tSenior\tSecured\tTerm\tLoan\tdue\t2022 | $2,000 | $2,000 | $1,914 | $2,000 |
| LIBOR\tplus\t2.00%\tSenior\tSecured\tTerm\tLoan\tdue\t2024 | 2,000 | 2,020 | 1,868 | 2,020 |

# Item	8.	Financial	Statements	and	Supplementary	Data

# Financial	Statements

# Report	of	Independent	Registered	Public	Accounting	Firm

To	the	Board	of	Directors	and	Stockholders	of	T-Mobile	US,	Inc.

# Opinions	on	the	Financial	Statements	and	Internal	Control	over	Financial	Reporting

We	have	audited	the	accompanying	consolidated	balance	sheets	of	T-Mobile	US,	Inc.	and	its	subsidiaries	as	of	December	31,	2017	and	2016,	and	the	related consolidated	statements	of	comprehensive	income,	of	stockholders'	equity	and	of	cash	flows	for	each	of	the	three	years	in	the	period	ended	December	31,	2017, including	the	related	notes	(collectively	referred	to	as	the	"consolidated	financial	statements").	We	also	have	audited	the	Company's	internal	control	over	financial reporting	as	of	December	31,	2017,	based	on	criteria	established	in	Internal	Control	-	Integrated	Framework	(2013)	issued	by	the	Committee	of	Sponsoring Organizations	of	the	Treadway	Commission	(COSO).

In	our	opinion,	the	consolidated	financial	statements	referred	to	above	present	fairly,	in	all	material	respects,	the	financial	position	of	the	Company	as	of	December	31, 2017	and	2016,	and	the	results	of	their	operations	and	their	cash	flows	for	each	of	the	three	years	in	the	period	ended	December	31,	2017	in	conformity	with	accounting principles	generally	accepted	in	the	United	States	of	America.	Also	in	our	opinion,	the	Company	maintained,	in	all	material	respects,	effective	internal	control	over financial	reporting	as	of	December	31,	2017,	based	on	criteria	established	in	Internal	Control	-	Integrated	Framework	(2013)	issued	by	the	COSO.

As	discussed	in	Note	1	to	the	consolidated	financial	statements,	the	Company	changed	the	presentation	of	imputed	discount	on	Equipment	Installment	Plan	("EIP") receivables.

# Basis	for	Opinions

The	Company's	management	is	responsible	for	these	consolidated	financial	statements,	for	maintaining	effective	internal	control	over	financial	reporting,	and	for	its assessment	of	the	effectiveness	of	internal	control	over	financial	reporting,	included	in	Management's	Annual	Report	on	Internal	Control	over	Financial	Reporting appearing	under	Item	9A.	Our	responsibility	is	to	express	opinions	on	the	Company's	consolidated	financial	statements	and	on	the	Company's	internal	control	over financial	reporting	based	on	our	audits.	We	are	a	public	accounting	firm	registered	with	the	Public	Company	Accounting	Oversight	Board	(United	States)	("PCAOB") and	are	required	to	be	independent	with	respect	to	the	Company	in	accordance	with	the	U.S.	federal	securities	laws	and	the	applicable	rules	and	regulations	of	the Securities	and	Exchange	Commission	and	the	PCAOB.

We	conducted	our	audits	in	accordance	with	the	standards	of	the	PCAOB.	Those	standards	require	that	we	plan	and	perform	the	audits	to	obtain	reasonable	assurance about	whether	the	consolidated	financial	statements	are	free	of	material	misstatement,	whether	due	to	error	or	fraud,	and	whether	effective	internal	control	over	financial reporting	was	maintained	in	all	material	respects.

Our	audits	of	the	consolidated	financial	statements	included	performing	procedures	to	assess	the	risks	of	material	misstatement	of	the	consolidated	financial	statements, whether	due	to	error	or	fraud,	and	performing	procedures	that	respond	to	those	risks.	Such	procedures	included	examining,	on	a	test	basis,	evidence	regarding	the amounts	and	disclosures	in	the	consolidated	financial	statements.	Our	audits	also	included	evaluating	the	accounting	principles	used	and	significant	estimates	made	by management,	as	well	as	evaluating	the	overall	presentation	of	the	consolidated	financial	statements.	Our	audit	of	internal	control	over	financial	reporting	included obtaining	an	understanding	of	internal	control	over	financial	reporting,	assessing	the	risk	that	a	material	weakness	exists,	and	testing	and	evaluating	the	design	and operating	effectiveness	of	internal	control	based	on	the	assessed	risk.	Our	audits	also	included	performing	such	other	procedures	as	we	considered	necessary	in	the circumstances.	We	believe	that	our	audits	provide	a	reasonable	basis	for	our	opinions.

# Definition	and	Limitations	of	Internal	Control	over	Financial	Reporting

A	company's	internal	control	over	financial	reporting	is	a	process	designed	to	provide	reasonable	assurance	regarding	the	reliability	of	financial	reporting	and	the preparation	of	financial	statements	for	external	purposes	in	accordance	with	generally

accepted	accounting	principles.	A	company's	internal	control	over	financial	reporting	includes	those	policies	and	procedures	that	(i)	pertain	to	the	maintenance	of records	that,	in	reasonable	detail,	accurately	and	fairly	reflect	the	transactions	and	dispositions	of	the	assets	of	the	company;	(ii)	provide	reasonable	assurance	that transactions	are	recorded	as	necessary	to	permit	preparation	of	financial	statements	in	accordance	with	generally	accepted	accounting	principles,	and	that	receipts	and expenditures	of	the	company	are	being	made	only	in	accordance	with	authorizations	of	management	and	directors	of	the	company;	and	(iii)	provide	reasonable	assurance regarding	prevention	or	timely	detection	of	unauthorized	acquisition,	use,	or	disposition	of	the	company's	assets	that	could	have	a	material	effect	on	the	financial statements.

Because	of	its	inherent	limitations,	internal	control	over	financial	reporting	may	not	prevent	or	detect	misstatements.	Also,	projections	of	any	evaluation	of	effectiveness to	future	periods	are	subject	to	the	risk	that	controls	may	become	inadequate	because	of	changes	in	conditions,	or	that	the	degree	of	compliance	with	the	policies	or procedures	may	deteriorate.

/s/	PricewaterhouseCoopers	LLP Seattle,	Washington February	7,	2018

We	have	served	as	the	Company's	auditor	since	2001.

# Consolidated	Balance	Sheets

| (in	millions,	except	share	and	per	share	amounts) | December	31,<br>2017 | December	31,<br>2016 |
| :--- | :--- | :--- |
| Assets |  |  |
| Current\tassets |  |  |
| Cash\tand\tcash\tequivalents | $1,219 | $5,500 |
| Accounts\treceivable,\tnet\tof\tallowances\tof\t$86\tand\t$102 | 1,915 | 1,896 |
| Equipment\tinstallment\tplan\treceivables,\tnet | 2,290 | 1,930 |
| Accounts\treceivable\tfrom\taffiliates | 22 | 40 |
| Inventories | 1,566 | 1,111 |
| Asset\tpurchase\tdeposit | — | 2,203 |
| Other\tcurrent\tassets | 1,903 | 1,537 |
| Total\tcurrent\tassets | 8,915 | 14,217 |
| Property\tand\tequipment,\tnet | 22,196 | 20,943 |
| Goodwill | 1,683 | 1,683 |
| Spectrum\tlicenses | 35,366 | 27,014 |
| Other\tintangible\tassets,\tnet | 217 | 376 |
| Equipment\tinstallment\tplan\treceivables\tdue\tafter\tone\tyear,\tnet | 1,274 | 984 |
| Other\tassets | 912 | 674 |
| Total\tassets | $70,563 | $65,891 |
| Liabilities\tand\tStockholders'\tEquity |  |  |
| Current\tliabilities |  |  |
| Accounts\tpayable\tand\taccrued\tliabilities | $8,528 | $7,152 |
| Payables\tto\taffiliates | 182 | 125 |
| Short-term\tdebt | 1,612 | 354 |
| Deferred\trevenue | 779 | 986 |
| Other\tcurrent\tliabilities | 414 | 405 |
| Total\tcurrent\tliabilities | 11,515 | 9,022 |
| Long-term\tdebt | 12,121 | 21,832 |
| Long-term\tdebt\tto\taffiliates | 14,586 | 5,600 |
| Tower\tobligations | 2,590 | 2,621 |
| Deferred\ttax\tliabilities | 3,537 | 4,938 |
| Deferred\trent\texpense | 2,720 | 2,616 |
| Other\tlong-term\tliabilities | 935 | 1,026 |
| Total\tlong-term\tliabilities | 36,489 | 38,633 |
| Commitments\tand\tcontingencies\t(Note\t13) |  |  |
| Stockholders'\tequity |  |  |
| issued;\t0\tand\t20,000,000\tshares\toutstanding;\t$0\tand\t$1,000\taggregate\tliquidation\tvalue | — | — |
| 826,357,331\tshares\toutstanding | — | — |
| Additional\tpaid-in\tcapital | 38,629 | 38,846 |
| Treasury\tstock,\tat\tcost,\t1,455,347\tand\t1,411,487\tshares\tissued | (4) | (1) |
| Accumulated\tother\tcomprehensive\tincome | 8 | 1 |
| Accumulated\tdeficit | (16,074) | (20,610) |
| Total\tstockholders'\tequity | 22,559 | 18,236 |
| Total\tliabilities\tand\tstockholders'\tequity | $70,563 | $65,891 |

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

# Consolidated	Statements	of	Comprehensive	Income

|  | 2017 | 2016 | 2015 |
| :--- | :--- | :--- | :--- |
| (in\tmillions,\texcept\tshare\tand\tper\tshare\tamounts) |  | (As\tAdjusted\t-\tSee\tNote\t1) |  |
| Revenues |  |  |  |
| Branded\tpostpaid\trevenues | $19,448 | $18,138 | $16,383 |
| Branded\tprepaid\trevenues | 9,380 | 8,553 | 7,553 |
| Wholesale\trevenues | 1,102 | 903 | 692 |
| Roaming\tand\tother\tservice\trevenues | 230 | 250 | 193 |
| Total\tservice\trevenues | 30,160 | 27,844 | 24,821 |
| Equipment\trevenues | 9,375 | 8,727 | 6,718 |
| Other\trevenues | 1,069 | 919 | 928 |
| Total\trevenues | 40,604 | 37,490 | 32,467 |
| Operating\texpenses |  |  |  |
| Cost\tof\tservices,\texclusive\tof\tdepreciation\tand\tamortization\tshown\tseparately\tbelow | 6,100 | 5,731 | 5,554 |
| Cost\tof\tequipment\tsales | 11,608 | 10,819 | 9,344 |
| Selling,\tgeneral\tand\tadministrative | 12,259 | 11,378 | 10,189 |
| Depreciation\tand\tamortization | 5,984 | 6,243 | 4,688 |
| Cost\tof\tMetroPCS\tbusiness\tcombination | — | 104 | 376 |
| Gains\ton\tdisposal\tof\tspectrum\tlicenses | (235) | (835) | (163) |
| Total\toperating\texpense | 35,716 | 33,440 | 29,988 |
| Operating\tincome | 4,888 | 4,050 | 2,479 |
| Other\tincome\t(expense) |  |  |  |
| Interest\texpense | (1,111) | (1,418) | (1,085) |
| Interest\texpense\tto\taffiliates | (560) | (312) | (411) |
| Interest\tincome | 17 | 13 | 6 |
| Other\texpense,\tnet | (73) | (6) | (11) |
| Total\tother\texpense,\tnet | (1,727) | (1,723) | (1,501) |
| Income\tbefore\tincome\ttaxes | 3,161 | 2,327 | 978 |
| Income\ttax\tbenefit\t(expense) | 1,375 | (867) | (245) |
| Net\tincome | 4,536 | 1,460 | 733 |
| Dividends\ton\tpreferred\tstock | (55) | (55) | (55) |
| Net\tincome\tattributable\tto\tcommon\tstockholders | $4,481 | $1,405 | $678 |
| Net\tincome | $4,536 | $1,460 | $733 |
| Other\tcomprehensive\tincome\t(loss),\tnet\tof\ttax |  |  |  |
| Unrealized\tgain\t(loss)\ton\tavailable-for-sale\tsecurities,\tnet\tof\ttax\teffect\t$2,\t$1\tand\t$(1) | 7 | 2 | (2) |
| Other\tcomprehensive\tincome\t(loss) | 7 | 2 | (2) |
| Total\tcomprehensive\tincome | $4,543 | $1,462 | $731 |
| Earnings\tper\tshare |  |  |  |
| Basic | $5.39 | $1.71 | $0.83 |
| Diluted | $5.20 | $1.69 | $0.82 |
| Weighted\taverage\tshares\toutstanding |  |  |  |
| Basic | 831,850,073 | 822,470,275 | 812,994,028 |
| Diluted | 871,787,450 | 833,054,545 | 822,617,938 |

# Consolidated	Statements	of	Cash	Flows

| (in	millions) | 2017 | 2016 | 2015 |
| :--- | :--- | :--- | :--- |
| Operating\tactivities |  |  |  |
| Net\tincome | $4,536 | $1,460 | $733 |
| Adjustments\tto\treconcile\tnet\tincome\tto\tnet\tcash\tprovided\tby\toperating\tactivities |  |  |  |
| Depreciation\tand\tamortization | 5,984 | 6,243 | 4,688 |
| Stock-based\tcompensation\texpense | 306 | 235 | 201 |
| Deferred\tincome\ttax\t(benefit)\texpense | (1,404) | 914 | 256 |
| Bad\tdebt\texpense | 388 | 477 | 547 |
| Losses\tfrom\tsales\tof\treceivables | 299 | 228 | 204 |
| Deferred\trent\texpense | 76 | 121 | 167 |
| Gains\ton\tdisposal\tof\tspectrum\tlicenses | (235) | (835) | (163) |
| Change\tin\tfair\tvalue\tof\tembedded\tderivatives | (52) | (25) | 148 |
| Changes\tin\toperating\tassets\tand\tliabilities |  |  |  |
| Accounts\treceivable | (444) | (603) | (259) |
| Equipment\tinstallment\tplan\treceivables | (894) | 97 | 1,089 |
| Inventories | (844) | (802) | (2,495) |
| Deferred\tpurchase\tprice\tfrom\tsales\tof\treceivables | (86) | (270) | (185) |
| Other\tcurrent\tand\tlong-term\tassets | (575) | (133) | (217) |
| Accounts\tpayable\tand\taccrued\tliabilities | 1,079 | (1,201) | 693 |
| Other\tcurrent\tand\tlong-term\tliabilities | (233) | 158 | 22 |
| Other,\tnet | 61 | 71 | (15) |
| Net\tcash\tprovided\tby\toperating\tactivities | 7,962 | 6,135 | 5,414 |
| Investing\tactivities |  |  |  |
| Purchases\tof\tproperty\tand\tequipment,\tincluding\tcapitalized\tinterest\tof\t$136,\t$142\tand\t$246 | (5,237) | (4,702) | (4,724) |
| Purchases\tof\tspectrum\tlicenses\tand\tother\tintangible\tassets,\tincluding\tdeposits | (5,828) | (3,968) | (1,935) |
| Purchases\tof\tshort-term\tinvestments | — | — | (2,997) |
| Sales\tof\tshort-term\tinvestments | — | 2,998 | — |
| Other,\tnet | 1 | (8) | 96 |
| Net\tcash\tused\tin\tinvesting\tactivities | (11,064) | (5,680) | (9,560) |
| Financing\tactivities |  |  |  |
| Proceeds\tfrom\tissuance\tof\tlong-term\tdebt | 10,480 | 997 | 3,979 |
| Proceeds\tfrom\ttower\tobligations | — | — | 140 |
| Proceeds\tfrom\tborrowing\ton\trevolving\tcredit\tfacility | 2,910 | — | — |
| Repayments\tof\trevolving\tcredit\tfacility | (2,910) | — | — |
| Repayments\tof\tcapital\tlease\tobligations | (486) | (205) | (57) |
| Repayments\tof\tshort-term\tdebt\tfor\tpurchases\tof\tinventory,\tproperty\tand\tequipment,\tnet | (300) | (150) | (564) |
| Repayments\tof\tlong-term\tdebt | (10,230) | (20) | — |
| Proceeds\tfrom\texercise\tof\tstock\toptions | 21 | 29 | 47 |
| Repurchases\tof\tcommon\tshares | (427) | — | — |
| Tax\twithholdings\ton\tshare-based\tawards | (166) | (121) | (156) |
| Dividends\ton\tpreferred\tstock | (55) | (55) | (55) |
| Other,\tnet | (16) | (12) | 79 |
| Net\tcash\t(used\tin)\tprovided\tby\tfinancing\tactivities | (1,179) | 463 | 3,413 |
| Change\tin\tcash\tand\tcash\tequivalents | (4,281) | 918 | (733) |
| Cash\tand\tcash\tequivalents |  |  |  |
| Beginning\tof\tperiod | 5,500 | 4,582 | 5,315 |
| End\tof\tperiod | $1,219 | $5,500 | $4,582 |
| Supplemental\tdisclosure\tof\tcash\tflow\tinformation |  |  |  |
| Interest\tpayments,\tnet\tof\tamounts\tcapitalized,\t$79,\t$0\tand\t$0\tof\twhich\trecorded\tas\tdebt\tdiscount\t(Note\t7) | $2,028 | $1,681 | $1,298 |
| Income\ttax\tpayments | 31 | 25 | 54 |
| Changes\tin\taccounts\tpayable\tfor\tpurchases\tof\tproperty\tand\tequipment | 313 | 285 | 46 |
| Leased\tdevices\ttransferred\tfrom\tinventory\tto\tproperty\tand\tequipment | 1,131 | 1,588 | 2,451 |
| Returned\tleased\tdevices\ttransferred\tfrom\tproperty\tand\tequipment\tto\tinventory | (742) | (602) | (166) |
| Issuance\tof\tshort-term\tdebt\tfor\tfinancing\tof\tproperty\tand\tequipment | 292 | 150 | 500 |
| Assets\tacquired\tunder\tcapital\tlease\tobligations | 887 | 799 | 470 |

# Consolidated	Statement	of	Stockholders'	Equity

| (in	millions,	except	shares) | Preferred	Stock<br>Outstanding | Common	Stock<br>Outstanding | Treasury<br>Shares	at	Cost | Par	Value	and<br>Additional	Paid-in<br>Capital | Accumulated	Other<br>Comprehensive	Income<br>(Loss) | Accumulated<br>Deficit | Total<br>Stockholders'<br>Equity |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Balance\tas\tof\tDecember\t31,\t2014 | 20,000,000 | 807,468,603 | $— | $38,503 | $1 | $(22,841) | $15,663 |
| Net\tincome | — | — | — | — | — | 733 | 733 |
| Other\tcomprehensive\tloss | — | — | — | — | (2) | — | (2) |
| Stock-based\tcompensation | — | — | — | 227 | — | — | 227 |
| Exercise\tof\tstock\toptions | — | 2,381,650 | — | 47 | — | — | 47 |
| Stock\tissued\tfor\temployee\tstock\npurchase\tplan | — | 761,085 | — | 21 | — | — | 21 |
| Issuance\tof\tvested\trestricted\tstock\tunits | — | 11,956,345 | — | — | — | — | — |
| Shares\twithheld\trelated\tto\tnet\tshare |  |  |  |  |  |  |  |
| settlement\tof\tstock\tawards\tand\tstock |  |  |  |  |  |  |  |
| options | — | (4,176,464) | — | (156) | — | — | (156) |
| Excess\ttax\tbenefit\tfrom\tstock-based\ncompensation | — | — | — | 79 | — | — | 79 |
| Dividends\ton\tpreferred\tstock | — | — | — | (55) | — | — | (55) |
| Balance\tas\tof\tDecember\t31,\t2015 | 20,000,000 | 818,391,219 | — | 38,666 | (1) | (22,108) | 16,557 |
| Net\tincome | — | — | — | — | — | 1,460 | 1,460 |
| Other\tcomprehensive\tincome | — | — | — | — | 2 | — | 2 |
| Stock-based\tcompensation | — | — | — | 264 | — | — | 264 |
| Exercise\tof\tstock\toptions | — | 982,904 | — | 29 | — | — | 29 |
| Stock\tissued\tfor\temployee\tstock\npurchase\tplan | — | 1,905,534 | — | 63 | — | — | 63 |
| Issuance\tof\tvested\trestricted\tstock\tunits | — | 7,712,463 | — | — | — | — | — |
| Shares\twithheld\trelated\tto\tnet\tshare |  |  |  |  |  |  |  |
| settlement\tof\tstock\tawards\tand\tstock |  |  |  |  |  |  |  |
| options | — | (2,605,807) | — | (122) | — | — | (122) |
| Transfer\tRSU\tto\tNQDC\tplan | — | (28,982) | (1) | 1 | — | — | — |
| Dividends\ton\tpreferred\tstock | — | — | — | (55) | — | — | (55) |
| Prior\tyear\tRetained\tEarnings | — | — | — | — | — | 38 | 38 |
| Balance\tas\tof\tDecember\t31,\t2016 | 20,000,000 | 826,357,331 | (1) | 38,846 | 1 | (20,610) | 18,236 |
| Net\tincome | — | — | — | — | — | 4,536 | 4,536 |
| Other\tcomprehensive\tincome | — | — | — | — | 7 | — | 7 |
| Stock-based\tcompensation | — | — | — | 344 | — | — | 344 |
| Exercise\tof\tstock\toptions | — | 450,493 | — | 19 | — | — | 19 |
| Stock\tissued\tfor\temployee\tstock\npurchase\tplan | — | 1,832,043 | — | 82 | — | — | 82 |
| Issuance\tof\tvested\trestricted\tstock\tunits | — | 8,338,271 | — | — | — | — | — |
| Shares\twithheld\trelated\tto\tnet\tshare |  |  |  |  |  |  |  |
| settlement\tof\tstock\tawards\tand\tstock |  |  |  |  |  |  |  |
| options | — | (2,754,721) | — | (166) | — | — | (166) |
| Mandatory\tconversion\tof\tpreferred\nshares\tto\tcommon\tshares | (20,000,000) | 32,237,983 | — | — | — | — | — |
| Repurchases\tof\tcommon\tstock | — | (7,010,889) | — | (444) | — | — | (444) |
| Transfer\tRSU\tto\tNQDC\tplan | — | (43,860) | (3) | 3 | — | — | — |
| Dividends\ton\tpreferred\tstock | — | — | — | (55) | — | — | (55) |
| Balance\tas\tof\tDecember\t31,\t2017 | — | 859,406,651 | $(4) | $38,629 | $8 | $(16,074) | $22,559 |

# Index	for	Notes	to	the	Consolidated	Financial	Statements

| Note	1 | Summary	of	Significant	Accounting	Policies | 63 |
| :--- | :--- | :--- |
| Note\t2 | Receivables\tand\tAllowance\tfor\tCredit\tLosses | 72 |
| Note\t3 | Sales\tof\tCertain\tReceivables | 73 |
| Note\t4 | Property\tand\tEquipment | 76 |
| Note\t5 | Goodwill,\tSpectrum\tLicenses\tand\tOther\tIntangible\tAssets | 77 |
| Note\t6 | Fair\tValue\tMeasurements\tand\tDerivative\tInstruments | 79 |
| Note\t7 | Debt | 81 |
| Note\t8 | Tower\tObligations | 85 |
| Note\t9 | Employee\tCompensation\tand\tBenefit\tPlans | 86 |
| Note\t10 | Repurchases\tof\tCommon\tStock | 88 |
| Note\t11 | Income\tTaxes | 89 |
| Note\t12 | Earnings\tPer\tShare | 91 |
| Note\t13 | Commitments\tand\tContingencies | 92 |
| Note\t14 | Additional\tFinancial\tInformation | 94 |
| Note\t15 | Subsequent\tEvents | 95 |
| Note\t16 | Guarantor\tFinancial\tInformation | 95 |

# Notes	to	the	Consolidated	Financial	Statements

# Note	1	–	Summary	of	Significant	Accounting	Policies

# Description	of	Business

T-Mobile	US,	Inc.	("T-Mobile,"	"we,"	"our,"	"us"	or	the	"Company"),	together	with	its	consolidated	subsidiaries,	is	a	leading	provider	of	mobile	communications services,	including	voice,	messaging	and	data,	under	its	flagship	brands,	T-Mobile	and	MetroPCS,	in	the	United	States	("U.S."),	Puerto	Rico	and	the	U.S.	Virgin	Islands. We	provide	mobile	communications	services	primarily	using	4G	Long-Term	Evolution	("LTE")	technology.	We	also	offer	a	wide	selection	of	wireless	devices, including	handsets,	tablets	and	other	mobile	communication	devices,	and	accessories	for	sale,	as	well	as	financing	through	Equipment	Installment	Plans	("EIP")	and leasing	through	JUMP!	On	Demand™.	Additionally,	we	provide	reinsurance	for	handset	insurance	policies	and	extended	warranty	contracts	offered	to	our	mobile communications	customers.

# Basis	of	Presentation

The	consolidated	financial	statements	include	the	balances	and	results	of	operations	of	T-Mobile	and	our	consolidated	subsidiaries.	We	operate	as	a	single	operating segment.	We	consolidate	majority-owned	subsidiaries	over	which	we	exercise	control,	as	well	as	variable	interest	entities	("VIE")	where	we	are	deemed	to	be	the primary	beneficiary	and	VIEs,	which	cannot	be	deconsolidated,	such	as	those	related	to	Tower	obligations.	Intercompany	transactions	and	balances	have	been	eliminated in	consolidation.

Certain	prior	year	amounts	have	been	reclassified,	such	as	those	relating	to	the	imputed	discount	on	EIP	receivables	reclassified	from	Interest	income	to	Other	revenues in	our	Consolidated	Statements	of	Comprehensive	Income,	to	conform	to	the	current	year's	presentation.	See	"Change	in	Accounting	Principle"	below.

The	preparation	of	financial	statements	in	conformity	with	U.S.	generally	accepted	accounting	principles	("GAAP")	requires	our	management	to	make	estimates	and assumptions	which	affect	the	financial	statements	and	accompanying	notes.	Examples	include	service	revenues	earned	but	not	yet	billed,	service	revenues	billed	but	not yet	earned,	relative	selling	prices,	allowances	for	credit	losses	and	sales	returns,	discounts	for	imputed	interest	on	EIP	receivables,	guarantee	liabilities,	losses	incurred but	not	yet	reported,	tax	liabilities,	deferred	income	taxes	including	valuation	allowances,	useful	lives	of	long-lived	assets,	cost	estimates	of	asset	retirement	obligations, residual	values	on	leased	handsets,	reasonably	assured	renewal	terms	for	operating	leases,	stock-based	compensation	forfeiture	rates,	and	fair	value	measurements, including	those	related	to	goodwill,	spectrum	licenses,	intangible	assets,	beneficial	interests	in	factoring	and	securitization	transactions	and	derivative	financial instruments.	Estimates	are	based	on	historical	experience,	where	applicable,	and	other	assumptions	which	our	management	believes	are	reasonable	under	the circumstances.	These	estimates	are	inherently	subject	to	judgment	and	actual	results	could	differ	from	those	estimates.

Cash	equivalents	consist	of	highly	liquid	money	market	funds	and	U.S.	Treasury	securities	with	remaining	maturities	of	three	months	or	less	at	the	date	of	purchase.

# Receivables	and	Allowance	for	Credit	Losses

Accounts	receivable	consist	primarily	of	amounts	currently	due	from	customers,	other	carriers	and	third-party	retail	channels.	Accounts	receivable	not	held	for	sale	are reported	in	the	balance	sheet	at	outstanding	principal	adjusted	for	any	charge-offs	and	the	allowance	for	credit	losses.	Accounts	receivable	held	for	sale	are	reported	at the	lower	of	amortized	cost	or	fair	value.	We	have	an	arrangement	to	sell	the	majority	of	service	accounts	receivable	on	a	revolving	basis,	which	are	treated	as	sales	of financial	assets.

We	offer	certain	retail	customers	the	option	to	pay	for	their	devices	and	other	purchases	in	installments	over	a	period	of	up	to	24	months	using	an	EIP.	EIP	receivables not	held	for	sale	are	reported	in	the	balance	sheet	at	outstanding	principal	adjusted	for	any	charge-offs,	allowance	for	credit	losses	and	unamortized	discounts.

Receivables	held	for	sale	are	reported	at	the	lower	of	amortized	cost	or	fair	value.	At	the	time	of	an	installment	sale,	we	impute	a	discount	for	interest	as	there	is	no	stated rate	of	interest	on	the	EIP	receivables	and	record	the	EIP	receivables	at	their	present	value,	which	is	determined	by	discounting	future	payments	at	the	imputed	interest rate.	The	difference	between	the	present	value	of	the	EIP	receivables	and	their	face	amount	results	in	a	discount	which	is	recorded	as	a	direct	reduction	to	the	carrying value	with	a	corresponding	reduction	to	equipment

revenues	in	our	Consolidated	Statements	of	Comprehensive	Income.	We	determine	the	imputed	discount	rate	based	primarily	on	current	market	interest	rates	and	the estimated	credit	risk	on	the	EIP	receivables.	As	a	result,	we	do	not	recognize	a	separate	valuation	allowance	at	the	time	of	issuance	as	the	effects	of	uncertainty	about future	cash	flows	are	included	in	the	initial	present	value	measurement	of	the	receivable.	The	imputed	discount	on	EIP	receivables	is	amortized	over	the	financed installment	term	using	the	effective	interest	method	and	recognized	as	Other	revenues	in	our	Consolidated	Statements	of	Comprehensive	Income.

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

The	current	portion	of	the	EIP	receivables	is	included	in	Equipment	installment	plan	receivables,	net	and	the	long-term	portion	of	the	EIP	receivables	is	included	in Equipment	installment	plan	receivables	due	after	one	year,	net	in	our	Consolidated	Balance	Sheets.	We	have	an	arrangement	to	sell	certain	EIP	receivables	on	a revolving	basis,	which	are	treated	as	sales	of	financial	assets.

We	maintain	an	allowance	for	credit	losses	and	determine	its	appropriateness	through	an	established	process	that	assesses	the	losses	inherent	in	our	receivables portfolio.	We	develop	and	document	our	allowance	methodology	at	the	portfolio	segment	level	-	accounts	receivable	portfolio	and	EIP	receivable	portfolio	segments. While	we	attribute	portions	of	the	allowance	to	our	respective	accounts	receivable	and	EIP	portfolio	segments,	the	entire	allowance	is	available	to	absorb	credit	losses inherent	in	the	total	receivables	portfolio.

Our	process	involves	procedures	to	appropriately	consider	the	unique	risk	characteristics	of	our	accounts	receivable	and	EIP	receivable	portfolio	segments.	For	each portfolio	segment,	losses	are	estimated	collectively	for	groups	of	receivables	with	similar	characteristics.	Our	allowance	levels	are	influenced	by	receivable	volumes, receivable	delinquency	status,	historical	loss	experience	and	other	conditions	influencing	loss	expectations,	such	as	macro-economic	conditions.

# Inventories

Inventories	consist	primarily	of	wireless	devices	and	accessories,	which	are	valued	at	the	lower	of	cost	or	market.	Cost	is	determined	using	standard	cost	which approximates	average	cost.	Shipping	and	handling	costs	paid	to	wireless	device	and	accessories	vendors,	and	costs	to	refurbish	used	devices	recovered	through	our device	upgrade	programs	are	included	in	the	standard	cost	of	inventory.	We	record	inventory	write-downs	to	net	realizable	value	for	obsolete	and	slow-moving	items based	on	inventory	turnover	trends	and	historical	experience.

# Long-Lived	Assets

Long-lived	assets	include	assets	that	do	not	have	indefinite	lives,	such	as	property	and	equipment	and	other	intangible	assets.	We	assess	potential	impairments	to	our long-lived	assets	when	events	or	changes	in	circumstances	indicate	the	carrying	amount	of	the	asset	may	not	be	recoverable.	If	any	indicators	of	impairment	are	present, we	test	recoverability.	The	carrying	value	of	a	long-lived	asset	or	asset	group	is	not	recoverable	if	it	exceeds	the	sum	of	the	undiscounted	cash	flows	expected	to	be generated	from	the	use	and	eventual	disposition	of	the	asset	or	asset	group.	If	the	undiscounted	cash	flows	do	not	exceed	the	asset	or	asset	group's	carrying	amount,	then an	impairment	loss	is	recorded,	measured	as	the	amount	by	which	the	carrying	amount	of	a	long-lived	asset	or	asset	group	exceeds	its	fair	value.

# Property	and	Equipment

Property	and	equipment	consists	of	buildings	and	equipment,	wireless	communication	systems,	leasehold	improvements,	capitalized	software,	leased	wireless	devices and	construction	in	progress.	Buildings	and	equipment	include	certain	network	server	equipment.	Wireless	communication	systems	include	assets	to	operate	our wireless	network	and	IT	data	centers,	including	tower	assets	and	leasehold	improvements,	assets	related	to	the	liability	for	the	retirement	of	long-lived	assets	and	capital leases.	Leasehold	improvements	include	asset	improvements	other	than	those	related	to	the	wireless	network.

Property	and	equipment	are	recorded	at	cost	less	accumulated	depreciation	and	impairments,	if	any,	in	Property	and	equipment,	net	on	our	Consolidated	Balance	Sheets. We	generally	depreciate	property	and	equipment	over	the	period	the	property	and	equipment	provide	economic	benefit.	Depreciable	life	studies	are	performed periodically	to	confirm	the	appropriateness	of	useful	lives	for	certain	categories	of	property	and	equipment.	These	studies	take	into	account	actual	usage,	physical	wear and	tear,	replacement	history	and	assumptions	about	technology	evolution.	When	these	factors	indicate	the	useful	life	of	an	asset	is	different	from	the	previous assessment,	the	remaining	book	value	is	depreciated	prospectively	over	the	adjusted	remaining

estimated	useful	life.	Leasehold	improvements	are	depreciated	over	the	shorter	of	their	estimated	useful	lives	or	the	related	lease	term.

We	introduced	JUMP!	On	Demand,	which	allows	customers	to	lease	a	device	over	a	period	of	up	to	18	months	and	upgrade	it	for	a	new	device	up	to	one	time	per	month. To	date,	all	of	our	leased	devices	were	classified	as	operating	leases.	At	operating	lease	inception,	leased	wireless	devices	are	transferred	from	inventory	to	property	and equipment.	Leased	wireless	devices	are	depreciated	to	their	estimated	residual	value	over	the	period	expected	to	provide	utility	to	us,	which	is	generally	shorter	than	the lease	term	and	considers	expected	losses.	Revenues	associated	with	the	leased	wireless	devices,	net	of	incentives,	are	generally	recognized	over	the	lease	term.	Upon device	upgrade	or	at	lease	end,	customers	must	return	or	purchase	their	device.	Returned	devices	transferred	from	Property	and	equipment,	net	are	recorded	as	inventory and	are	valued	at	the	lower	of	cost	or	market	with	any	write-down	to	market	recognized	as	Cost	of	equipment	sales	in	our	Consolidated	Statements	of	Comprehensive Income.

Costs	of	major	replacements	and	improvements	are	capitalized.	Repair	and	maintenance	expenditures	which	do	not	enhance	or	extend	the	asset's	useful	life	are	charged to	operating	expenses	as	incurred.	Construction	costs,	labor	and	overhead	incurred	in	the	expansion	or	enhancement	of	our	wireless	network	are	capitalized. Capitalization	commences	with	pre-construction	period	administrative	and	technical	activities,	which	includes	obtaining	leases,	zoning	approvals	and	building	permits, and	ceases	at	the	point	at	which	the	asset	is	ready	for	its	intended	use.	We	capitalize	interest	associated	with	the	acquisition	or	construction	of	certain	property	and equipment.	Capitalized	interest	is	reported	as	a	reduction	in	interest	expense	and	depreciated	over	the	useful	life	of	the	related	assets.

Future	obligations	related	to	capital	leases	are	included	in	Short-term	debt	and	Long-term	debt	in	our	Consolidated	Balance	Sheets.	Depreciation	of	assets	held	under capital	leases	is	included	in	Depreciation	and	amortization	expense	in	our	Consolidated	Statements	of	Comprehensive	Income.

We	record	an	asset	retirement	obligation	for	the	fair	value	of	legal	obligations	associated	with	the	retirement	of	tangible	long-lived	assets	and	a	corresponding	increase in	the	carrying	amount	of	the	related	asset	in	the	period	in	which	the	obligation	is	incurred.	In	periods	subsequent	to	initial	measurement,	we	recognize	changes	in	the liability	resulting	from	the	passage	of	time	and	revisions	to	either	the	timing	or	the	amount	of	the	original	estimate.	Over	time,	the	liability	is	accreted	to	its	present	value and	the	capitalized	cost	is	depreciated	over	the	estimated	useful	life	of	the	asset.	Our	obligations	relate	primarily	to	certain	legal	obligations	to	remediate	leased	property on	which	our	network	infrastructure	and	administrative	assets	are	located.

We	capitalize	certain	costs	incurred	in	connection	with	developing	or	acquiring	internal	use	software.	Capitalization	of	software	costs	commences	once	the	final selection	of	the	specific	software	solution	has	been	made	and	management	authorizes	and	commits	to	funding	the	software	project.	Capitalized	software	costs	are included	in	Property	and	equipment,	net	in	our	Consolidated	Balance	Sheets	and	are	amortized	on	a	straight-line	basis	over	the	estimated	useful	life	of	the	asset.	Costs incurred	during	the	preliminary	project	stage,	as	well	as	maintenance	and	training	costs,	are	expensed	as	incurred.

# Other	Intangible	Assets

Intangible	assets	that	do	not	have	indefinite	useful	lives	are	amortized	over	their	estimated	useful	lives.	Customer	lists	are	amortized	using	the	sum-of-the-years-digits method	over	the	expected	period	in	which	the	relationship	is	expected	to	contribute	to	future	cash	flows.	The	remaining	finite-lived	intangible	assets	are	amortized	using the	straight-line	method.

# Goodwill	and	Indefinite-Lived	Intangible	Assets

# Goodwill

Goodwill	consists	of	the	excess	of	the	purchase	price	over	the	fair	value	of	identifiable	net	assets	acquired	in	a	business	combination.

# Spectrum	Licenses

Spectrum	licenses	are	carried	at	costs	incurred	to	acquire	the	spectrum	licenses	and	the	costs	to	prepare	the	spectrum	licenses	for	their	intended	use,	such	as	costs	to	clear acquired	spectrum	licenses.	The	Federal	Communications	Commission	("FCC")	issues	spectrum	licenses	which	provide	us	with	the	exclusive	right	to	utilize	designated radio	frequency	spectrum	within	specific	geographic	service	areas	to	provide	wireless	communication	services.	While	spectrum	licenses	are	issued	for	a	fixed	period	of time,	typically	for	up	to	fifteen	years,	the	FCC	has	granted	license	renewals	routinely	and	at	a	nominal	cost.	The	spectrum	licenses	held	by	us	expire	at	various	dates.	We believe	we	will	be	able	to	meet	all	requirements	necessary	to	secure

renewal	of	our	spectrum	licenses	at	nominal	costs.	Moreover,	we	determined	there	are	currently	no	legal,	regulatory,	contractual,	competitive,	economic	or	other	factors that	limit	the	useful	lives	of	our	spectrum	licenses.	Therefore,	we	determined	the	spectrum	licenses	should	be	treated	as	indefinite-lived	intangible	assets.

At	times,	we	enter	into	agreements	to	sell	or	exchange	spectrum	licenses.	Upon	entering	into	the	arrangement,	if	the	transaction	has	been	deemed	to	have	commercial substance,	spectrum	licenses	are	reviewed	for	impairment	and	transferred	at	their	carrying	value,	net	of	any	impairment,	to	assets	held	for	sale	included	in	Other	current assets	in	our	Consolidated	Balance	Sheets	until	approval	and	completion	of	the	exchange	or	sale.	Upon	closing	of	the	transaction,	spectrum	licenses	acquired	as	part	of an	exchange	of	nonmonetary	assets	are	valued	at	fair	value	and	the	difference	between	the	fair	value	of	the	spectrum	licenses	obtained,	book	value	of	the	spectrum licenses	transferred	and	cash	paid,	if	any,	is	recognized	as	a	gain	and	included	in	Gains	on	disposal	of	spectrum	licenses	in	our	Consolidated	Statements	of Comprehensive	Income.	Our	fair	value	estimates	of	spectrum	licenses	are	based	on	information	for	which	there	is	little	or	no	observable	market	data.	If	the	transaction lacks	commercial	substance	or	the	fair	value	is	not	measurable,	the	acquired	spectrum	licenses	are	recorded	at	the	book	value	of	the	assets	transferred	or	exchanged.

# Impairment

We	assess	the	carrying	value	of	our	goodwill	and	other	indefinite-lived	intangible	assets,	such	as	our	spectrum	licenses,	for	potential	impairment	annually	as	of December	31,	or	more	frequently	if	events	or	changes	in	circumstances	indicate	such	assets	might	be	impaired.

When	assessing	goodwill	for	impairment	we	may	elect	to	first	perform	a	qualitative	assessment	for	a	reporting	unit	to	determine	if	the	quantitative	impairment	test	is necessary.	If	we	do	not	perform	a	qualitative	assessment,	or	if	the	qualitative	assessment	indicates	it	is	more	likely	than	not	the	fair	value	of	the	single	reporting	unit	is less	than	its	carrying	amount,	we	perform	a	quantitative	test.	We	recognize	an	impairment	charge	for	the	amount	by	which	the	carrying	amount	exceeds	the	reporting unit's	fair	value;	however,	the	loss	recognized	would	not	exceed	the	total	amount	of	goodwill	allocated	to	that	reporting	unit.

We	test	our	spectrum	licenses	for	impairment	on	an	aggregate	basis,	consistent	with	our	management	of	the	overall	business	at	a	national	level.	We	may	elect	to	first perform	a	qualitative	assessment	to	determine	whether	it	is	more	likely	than	not	that	the	fair	value	of	an	intangible	asset	is	less	than	its	carrying	value.	If	we	do	not perform	the	qualitative	assessment,	or	if	the	qualitative	assessment	indicates	it	is	more	likely	than	not	the	fair	value	of	the	intangible	asset	is	less	than	its	carrying amount,	we	calculate	the	estimated	fair	value	of	the	intangible	asset.	If	the	estimated	fair	value	of	the	spectrum	licenses	is	lower	than	their	carrying	amount,	an impairment	loss	is	recognized	for	the	difference.	We	estimate	fair	value	using	the	Greenfield	methodology,	which	is	an	income	approach,	to	estimate	the	price	at	which an	orderly	transaction	to	sell	the	asset	would	take	place	between	market	participants	at	the	measurement	date	under	current	market	conditions.

We	offer	a	device	trade-in	program,	Just	Upgrade	My	Phone	("JUMP!"),	which	provides	eligible	customers	a	specified-price	trade-in	right	to	upgrade	their	device.	Upon enrollment,	participating	customers	must	finance	the	purchase	of	a	device	on	an	EIP	and	have	a	qualifying	T-Mobile	monthly	wireless	service	plan,	which	is	treated	as	a single	multiple-element	arrangement	when	entered	into	at	or	near	the	same	time.	Upon	a	qualifying	JUMP!	program	upgrade,	the	customer's	remaining	EIP	balance	is settled	provided	they	trade-in	their	eligible	used	device	in	good	working	condition	and	purchase	a	new	device	from	us	on	a	new	EIP.

For	customers	who	enroll	in	JUMP!,	we	recognize	a	liability	and	reduce	revenue	for	the	portion	of	revenue	which	represents	the	estimated	fair	value	of	the	specified- price	trade-in	right	guarantee.	The	guarantee	liability	is	valued	based	on	various	economic	and	customer	behavioral	assumptions,	which	requires	judgment,	including estimating	the	customer's	remaining	EIP	balance	at	trade-in,	the	expected	fair	value	of	the	used	device	at	trade-in,	and	the	probability	and	timing	of	trade-in.	We	assess our	guarantee	liability	at	each	reporting	date	to	determine	if	facts	and	circumstances	would	indicate	the	incurrence	of	an	incremental	contingent	liability	is	probable	and if	so,	reasonably	estimable.	The	recognition	and	subsequent	adjustments	of	the	contingent	guarantee	liability	as	a	result	of	these	assessments	are	recorded	as	adjustments to	revenue.	When	customers	upgrade	their	device,	the	difference	between	the	EIP	balance	credit	to	the	customer	and	the	fair	value	of	the	returned	device	is	recorded against	the	guarantee	liabilities.

# Fair	Value	Measurements

We	carry	certain	assets	and	liabilities	at	fair	value.	Fair	value	is	defined	as	an	exit	price,	representing	the	amount	that	would	be	received	to	sell	an	asset	or	paid	to transfer	a	liability	in	an	orderly	transaction	between	market	participants	at	the	measurement	date.	The	three-tier	hierarchy	for	inputs	used	in	measuring	fair	value,	which prioritizes	the	inputs	based	on	the	observability	as	of	the	measurement	date,	is	as	follows:

liabilities;

Level	2 Observable	inputs	other	than	the	quoted	prices	in	active	markets	for	identical	assets	and	liabilities;

Level	3 Unobservable	inputs	for	which	there	is	little	or	no	market	data,	which	require	us	to	develop	assumptions	of	what	market	participants	would	use	in	pricing the	asset	or	liability.

Assets	and	liabilities	are	classified	in	their	entirety	based	on	the	lowest	level	of	input	that	is	significant	to	the	fair	value	measurement.	Our	assessment	of	the	significance of	a	particular	input	to	the	fair	value	measurement	requires	judgment,	and	may	affect	the	placement	of	assets	and	liabilities	being	measured	within	the	fair	value hierarchy.

The	carrying	values	of	cash	and	cash	equivalents,	short-term	investments,	accounts	receivable,	accounts	receivable	from	affiliates	and	accounts	payable	approximate fair	value	due	to	the	short-term	maturities	of	these	instruments.	The	carrying	values	of	EIP	receivables	approximate	fair	value	as	the	receivables	are	recorded	at	their present	value,	net	of	unamortized	discount	and	allowance	for	credit	losses.	There	were	no	financial	instruments	with	a	carrying	value	materially	different	from	their	fair value,	based	on	quoted	market	prices	or	rates	for	the	same	or	similar	instruments,	or	internal	valuation	models.

# Derivative	Financial	Instruments

Derivative	financial	instruments	primarily	relate	to	embedded	derivatives	for	certain	components	of	the	reset	feature	of	the	Senior	Reset	Notes	to	affiliates,	which	are required	to	be	bifurcated	and	are	recorded	on	the	Consolidated	Balance	Sheets	at	fair	value.	Changes	in	fair	value	are	recognized	in	Interest	expense	to	affiliates	in	our Consolidated	Statements	of	Comprehensive	Income.	We	do	not	enter	into	derivative	positions	for	trading	or	speculative	purposes.

# Revenue	Recognition

We	primarily	generate	our	revenue	from	providing	wireless	services	to	customers	and	selling	or	leasing	devices	and	accessories.	We	offer	our	wireless	services	and devices	to	customers,	which	may	be	comprised	of	multiple	contracts	entered	into	with	a	customer	at	or	near	the	same	time.	In	recognizing	revenue,	we	assess	such agreements	as	a	single	bundled	arrangement	that	may	involve	multiple	deliverables,	which	include	wireless	services,	wireless	devices	or	a	combination	thereof,	and allocate	revenue	between	each	deliverable	based	on	the	relative	selling	prices	of	each	deliverable	on	a	standalone	basis.

# Wireless	Services	Revenue

We	generate	our	wireless	service	revenues	from	providing	access	to,	and	usage	of,	our	wireless	communications	network.	Service	revenues	also	include	revenues	earned for	providing	value	added	services	to	customers,	such	as	handset	insurance	services.	Service	revenues	are	billed	either	in	advance	or	arrears	or	are	prepaid	and	are recognized	when	the	service	is	rendered	and	all	other	revenue	recognition	criteria	have	been	met.	Revenues	that	are	not	reasonably	assured	to	be	collectible	are	recorded on	a	cash	basis	as	payments	are	received.	The	recognition	of	prepaid	revenue	is	deferred	until	services	are	rendered	or	the	customer's	rights	to	service	expire	unused. Generally,	incentives	given	to	customers	are	recorded	as	a	reduction	to	revenue.	We	recognize	service	revenues	for	Data	Stash	plans	when	such	services	are	delivered and	the	data	is	consumed,	or	at	time	of	forfeiture	or	expiration.	Revenues	relating	to	unused	data	that	is	carried	over	to	the	following	month	are	deferred	and	valued based	on	their	relative	standalone	selling	price.	Revenue	is	recorded	gross	for	arrangements	involving	the	resale	of	third-party	services	where	we	are	considered	the primary	obligor	and	is	recorded	net	of	associated	costs	incurred	for	services	whereby	we	are	not	considered	the	primary	obligor.

Federal	Universal	Service	Fund	("USF")	and	other	fees	are	assessed	by	various	governmental	authorities	in	connection	with	the	services	we	provide	to	our	customers. When	we	separately	bill	and	collect	these	regulatory	fees	from	customers,	they	are	recorded	gross	in	Total	service	revenues	and	cost	of	services	in	our	Consolidated Statements	of	Comprehensive	Income.	For	the	years	ended	December	31,	2017,	2016	and	2015,	we	recorded	approximately	$258	million,	$409	million	and	$334	million, respectively,	of	USF	fees	on	a	gross	basis.

# Equipment	Revenues

We	generate	equipment	revenues	from	the	sale	or	lease	of	mobile	communication	devices	and	accessories.	Device	and	accessory	sales	revenues	are	generally	recognized when	the	products	are	delivered	to,	and	accepted	by,	the	customer	or	dealer.	We	defer	a	portion	of	equipment	revenues	and	cost	of	equipment	sales	for	expected	device returns	based	on	historical	experience.	We	offer	certain	customers	the	option	to	pay	for	devices	and	accessories	in	installments	using	an	EIP.	Equipment	sales	not reasonably	assured	to	be	collectible	are	recorded	on	a	cash	basis	as	payments	are	received.

In	addition,	for	customers	enrolled	in	JUMP!,	we	separate	the	JUMP!	trade-in	right	from	the	multiple	element	arrangement	at	its	fair	value	and	defer	the	portion	of revenue	which	represents	the	fair	value	of	the	trade-in	right.	See	Guarantee	Liabilities	section	above	for	further	information.

We	introduced	JUMP!	On	Demand,	which	allows	customers	to	lease	a	device	and	upgrade	their	leased	wireless	device	for	a	new	device	up	to	one	time	per	month. Leased	wireless	devices	are	accounted	for	as	operating	leases	and	lease	revenues	are	recognized	as	earned	on	a	straight-line	basis	over	the	lease	term.	The	residual	value of	purchased	leased	devices	is	recorded	as	equipment	revenues	and	cost	of	equipment	sales.	See	Property	and	Equipment	section	above	for	further	information.

We	have	operating	leases	for	cell	sites,	retail	locations,	corporate	offices	and	dedicated	transportation	lines,	some	of	which	have	escalating	rentals	during	the	initial	lease term	and	during	subsequent	optional	renewal	periods.	We	recognize	rent	expense	on	a	straight-line	basis,	over	the	non-cancelable	lease	term	and	renewal	periods	that	are considered	reasonably	assured	at	the	inception	of	the	lease.	We	consider	several	factors	in	assessing	whether	renewal	periods	are	reasonably	assured	of	being	exercised, including	the	continued	maturation	of	our	network	nationwide,	technological	advances	within	the	telecommunications	industry	and	the	availability	of	alternative	sites.

# Advertising	Expense

We	expense	the	cost	of	advertising	and	other	promotional	expenditures	to	market	our	services	and	products	as	incurred.	For	the	years	ended	December	31,	2017,	2016 and	2015,	advertising	expenses	included	in	Selling,	general	and	administrative	expenses	in	our	Consolidated	Statements	of	Comprehensive	Income	were	$1.8	billion, $1.7	billion	and	$1.6	billion,	respectively.

Deferred	tax	assets	and	liabilities	are	recognized	based	on	temporary	differences	between	the	financial	statement	and	tax	bases	of	assets	and	liabilities	using	enacted	tax rates	expected	to	be	in	effect	when	these	differences	are	realized.	A	valuation	allowance	is	recorded	when	it	is	more	likely	than	not	that	some	portion	or	all	of	a	deferred tax	asset	will	not	be	realized.	The	ultimate	realization	of	a	deferred	tax	asset	depends	on	the	ability	to	generate	sufficient	taxable	income	of	the	appropriate	character	and in	the	appropriate	taxing	jurisdictions	within	the	carryforward	periods	available.

# Other	Comprehensive	Income	(Loss)

Other	comprehensive	income	(loss)	consists	of	adjustments,	net	of	tax,	related	to	unrealized	gains	(losses)	on	available-for-sale	securities.	This	is	reported	in Accumulated	other	comprehensive	income	as	a	separate	component	of	stockholders'	equity	until	realized	in	earnings.

# Stock-Based	Compensation

Stock-based	compensation	cost	for	stock	awards,	which	include	restricted	stock	units	("RSUs")	and	performance-based	restricted	stock	units	("PRSUs"),	is	measured	at fair	value	on	the	grant	date	and	recognized	as	expense,	net	of	expected	forfeitures,	over	the	related	service	period.	The	fair	value	of	stock	awards	is	based	on	the	closing price	of	our	common	stock	on	the	date	of	grant.	RSUs	are	recognized	as	expense	using	the	straight-line	method.	PRSUs	are	recognized	as	expense	following	a	graded vesting	schedule.

# Earnings	Per	Share

Basic	earnings	per	share	is	computed	by	dividing	Net	income	attributable	to	common	stockholders	by	the	weighted-average	number	of	common	shares	outstanding	for the	period.	Diluted	earnings	per	share	is	computed	by	giving	effect	to	all	potentially	dilutive	common	shares	outstanding	during	the	period.	Potentially	dilutive	common shares	consist	of	outstanding	stock	options,	RSUs	and	PRSUs,	calculated	using	the	treasury	stock	method,	and	prior	to	the	conversion	of	our	preferred	stock,	potentially dilutive	common	shares	included	mandatory	convertible	preferred	stock	calculated	using	the	if-converted	method.	See	Note	12	-	Earnings	Per	Share	for	further information.

Our	Board	of	Directors	authorized	a	share	repurchase	program	during	the	fourth	quarter	of	2017.	Repurchased	shares	are	retired	and	reduce	the	number	of	shares	issued and	outstanding.	See	Note	10	-	Repurchases	of	Common	Stock	for	further	information.

# Variable	Interest	Entities

VIEs	are	entities	which	lack	sufficient	equity	to	permit	the	entity	to	finance	its	activities	without	additional	subordinated	financial	support	from	other	parties,	have	equity investors	which	do	not	have	the	ability	to	make	significant	decisions	relating	to	the	entity's	operations	through	voting	rights,	do	not	have	the	obligation	to	absorb	the expected	losses	or	do	not	have	the	right	to	receive	the	residual	returns	of	the	entity.	The	most	common	type	of	VIE	is	a	special	purpose	entity	("SPE").	SPEs	are commonly	used	in	securitization	transactions	in	order	to	isolate	certain	assets	and	distribute	the	cash	flows	from	those	assets	to	investors.	SPEs	are	generally	structured to	insulate	investors	from	claims	on	the	SPE's	assets	by	creditors	of	other	entities,	including	the	creditors	of	the	seller	of	the	assets.

The	primary	beneficiary	is	required	to	consolidate	the	assets	and	liabilities	of	the	VIE.	The	primary	beneficiary	is	the	party	which	has	both	the	power	to	direct	the activities	of	an	entity	that	most	significantly	impact	the	VIE's	economic	performance,	and	through	its	interests	in	the	VIE,	the	obligation	to	absorb	losses	or	the	right	to receive	benefits	from	the	VIE	which	could	potentially	be	significant	to	the	VIE.	We	consolidate	VIEs	when	we	are	deemed	to	be	the	primary	beneficiary	or	when	the VIE	cannot	be	deconsolidated.

In	assessing	which	party	is	the	primary	beneficiary,	all	the	facts	and	circumstances	are	considered,	including	each	party's	role	in	establishing	the	VIE	and	its	ongoing rights	and	responsibilities.	This	assessment	includes,	first,	identifying	the	activities	that	most	significantly	impact	the	VIE's	economic	performance;	and	second, identifying	which	party,	if	any,	has	power	over	those	activities.	In	general,	the	parties	that	make	the	most	significant	decisions	affecting	the	VIE	(such	as	asset	managers and	servicers)	or	have	the	right	to	unilaterally	remove	those	decision-makers	are	deemed	to	have	the	power	to	direct	the	activities	of	a	VIE.

Effective	January	1,	2017,	the	imputed	discount	on	EIP	receivables,	which	is	amortized	over	the	financed	installment	term	using	the	effective	interest	method,	and	was previously	presented	within	Interest	income	in	our	Consolidated	Statements	of	Comprehensive	Income,	is	now	presented	within	Other	revenues	in	our	Consolidated Statements	of	Comprehensive	Income.	We	believe	this	presentation	is	preferable	because	it	provides	a	better	representation	of	amounts	earned	from	our	major	ongoing operations	and	aligns	with	industry	practice	thereby	enhancing	comparability.	We	have	applied	this	change	retrospectively	and	presented	the	effect	on	the	years	ended December	31,	2017,	2016	and	2015,	in	the	tables	below:

| (in	millions) | Unadjusted | Principle | As	Adjusted |
| :--- | :--- | :--- | :--- |
| Other\trevenues | $789 | $280 | $1,069 |
| Total\trevenues | 40,324 | 280 | 40,604 |
| Operating\tincome | 4,608 | 280 | 4,888 |
| Interest\tincome | 297 | (280) | 17 |
| Total\tother\texpense,\tnet | (1,447) | (280) | (1,727) |
| Net\tincome | 4,536 | — | 4,536 |

The	change	in	accounting	principle	did	not	have	an	impact	on	basic	or	diluted	earnings	per	share	for	the	years	ended	December	31,	2017,	2016	and	2015	or	Accumulated deficit	as	of	December	31,	2017	and	2016.

# Accounting	Pronouncements	Adopted	During	the	Current	Year

In	January	2017,	the	FASB	issued	ASU	2017-04,	"Intangibles	-	Goodwill	and	Other	(Topic	350):	Simplifying	the	Test	for	Goodwill	Impairment."	The	amendments	in this	update	eliminate	the	requirement	to	perform	step	two	of	the	goodwill	impairment	test,	which	requires	a	hypothetical	purchase	price	allocation	consistent	with	the principles	in	determining	fair	values	of	assets	acquired	and	liabilities	assumed	in	a	business	combination,	when	an	impairment	is	determined	to	have	occurred.	Instead,	if the	carrying	amount	of	a	reporting	unit	exceeds	its	fair	value,	an	impairment	loss	is	recognized	in	an	amount	equal	to	that	excess,	limited	by	the	amount	of	goodwill	in that	reporting	unit.	We	adopted	this	new	guidance	in	the	fourth	quarter	of	2017.	The	implementation	of	this	standard	did	not	have	an	impact	on	our	consolidated financial	statements.

In	May	2014,	the	FASB	issued	ASU	2014-09,	"Revenue	from	Contracts	with	Customers	(Topic	606)"	("ASU	2014-09"),	and	has	since	modified	the	standard	with several	ASUs.	The	standard	is	effective	for	us,	and	we	adopted	the	standard,	on	January	1,	2018.

The	standard	requires	entities	to	recognize	revenue	through	the	application	of	a	five-step	model,	which	includes:	identification	of	the	contract;	identification	of	the performance	obligations;	determination	of	the	transaction	price;	allocation	of	the	transaction	price	to	the	performance	obligations;	and	recognition	of	revenue	as	the entity	satisfies	the	performance	obligations.

The	guidance	permits	two	methods	of	adoption,	the	full	retrospective	method	applying	the	standard	to	each	prior	reporting	period	presented,	or	the	modified	retrospective method	with	a	cumulative	effect	of	initially	applying	the	guidance	recognized	at	the	date	of	initial	application.	The	standard	also	allows	entities	to	apply	certain	practical expedients	at	their	discretion.	We	will	adopt	the	standard	using	the	modified	retrospective	method	with	a	cumulative	catch	up	adjustment	and	will	provide	additional disclosures	comparing	results	to	previous	GAAP	in	our	2018	consolidated	financial	statements.	We	plan	to	apply	the	new	revenue	standard	only	to	contracts	not completed	as	of	the	date	of	initial	application,	referred	to	as	open	contracts.

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

•Upon	adoption,	we	will	defer	(i.e.	capitalize)	incremental	contract	acquisition	costs	and	recognize	(i.e.	amortize)	them	over	the	term	of	the	initial	contract	and anticipated	renewal	contracts	to	which	the	costs	relate.	Deferred	contract	costs	have	an	average	amortization	period	of	approximately	24	months,	subject	to being	monitored	every	period	to	reflect	any	significant	change	in	assumptions.	In	addition,	the	deferred	contract	cost	asset	is	assessed	for	impairment	on	a

periodic	basis.	We	are	utilizing	the	practical	expedient	permitting	expensing	of	costs	to	obtain	a	contract	when	the	expected	amortization	period	is	one	year	or less	which	typically	results	in	expensing	commissions	paid	to	acquire	branded	prepaid	service	contracts.	As	a	result,	incremental	contract	acquisition	costs	paid on	open	contracts	of	approximately	$150	million	are	expected	to	be	capitalized	and	subsequently	amortized	upon	adoption	on	January	1,	2018	as	a	cumulative effect	adjustment	to	equity,	which	consists	primarily	of	commissions	paid	to	acquire	branded	postpaid	service	contracts.	Contract	costs	capitalized	for	new contracts	will	accumulate	during	2018	as	deferred	assets.	As	a	result,	we	expect	there	to	be	a	net	benefit	to	operating	income	during	2018.	As	capitalized	costs amortize	into	expense	over	time	the	accretive	benefit	to	operating	income	anticipated	in	2018	is	expected	to	moderate	in	2019	and	become	insignificant	in	2020 as	the	timing	benefits	of	deferring	these	costs	dissipate.

•Under	the	new	standard,	certain	commissions	paid	to	dealers	previously	recognized	as	a	reduction	to	revenues	will	be	recorded	as	commission	costs	in	Selling, general	and	administrative	expense.	During	2017	such	commission	costs	were	approximately	$425	million.

•Promotional	bill	credits	offered	to	customers	on	equipment	sales	that	are	paid	over	time	and	are	contingent	on	the	customer	maintaining	a	service	contract results	in	an	extended	service	contract	term	with	multiple	performance	obligations,	which	impacts	the	allocation	and	timing	of	revenue	recognition	between service	revenue	and	equipment	revenue.	A	contract	asset	will	be	recorded	when	control	of	the	equipment	transfers	to	the	customer,	and	subsequently	recognized as	a	reduction	to	service	revenue	over	the	extended	contract	term.	Contract	assets	of	approximately	$140	million	are	expected	to	be	capitalized	upon	adoption on	January	1,	2018	as	a	cumulative	effect	adjustment.

•We	are	recognizing	the	financing	component	in	our	EIP	contracts,	including	those	financing	components	that	are	not	considered	to	be	significant	to	the contract.	This	application	is	consistent	with	our	current	practice	of	imputing	interest.

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

The	cumulative	effect	of	initially	applying	the	new	revenue	standard	on	January	1,	2018	is	estimated	to	be	a	decrease	to	Accumulated	deficit	of	approximately	$220 million.

In	February	2016,	the	FASB	issued	ASU	2016-02,	"Leases	(Topic	842)."	The	standard	requires	all	lessees	to	report	a	right-of-use	asset	and	a	lease	liability	for	most leases.	The	income	statement	recognition	is	similar	to	existing	lease	accounting	and	is	based	on	lease	classification.	The	standard	requires	lessees	and	lessors	to	classify most	leases	using	principles	similar	to	existing	lease	accounting.	For	lessors,	the	standard	modifies	the	classification	criteria	and	the	accounting	for	sales-type	and	direct financing	leases.	We	are	currently	evaluating	the	standard,	which	will	require	recognizing	and	measuring	leases	at	the	beginning	of	the	earliest	period	presented	using	a modified	retrospective	approach.	Our	evaluation	includes	assessing	which	of	our	arrangements	qualify	as	a	lease,	and	aggregating	lease	data	and	related	information	as well	as	determining	whether	previous	conclusions	for	certain	transactions,	such	as	failed	sale	leaseback	arrangements	under	Topic	840,	would	change	under	Topic	842. We	plan	to	adopt	the	standard	when	it	becomes	effective	for	us	beginning	January	1,	2019,	and	expect	the	adoption	of	the	standard	will	result	in	the	recognition	of	right- of-use	assets	and	lease	liabilities	that	have	not	previously	been	recorded,	which	will	have	a	material	impact	on	our	consolidated	financial	statements.

We	are	in	the	process	of	implementing	significant	new	lease	accounting	systems,	processes	and	internal	controls	over	lease	recognition	which	will	ultimately	assist	in	the application	of	the	new	standard.

In	June	2016,	the	FASB	issued	ASU	2016-13,	"Financial	Instruments	-	Credit	Losses	(Topic	326):	Measurement	of	Credit	Losses	on	Financial	Instruments."	The standard	requires	a	financial	asset	(or	a	group	of	financial	assets)	measured	at	amortized	cost	basis	to	be	presented	at	the	net	amount	expected	to	be	collected.	The measurement	of	expected	credit	losses	is	based	on	relevant	information	about	past	events,	including	historical	experience,	current	conditions	and	reasonable	and supportable	forecasts	that	affect	the	collectibility	of	the	reported	amount.	The	standard	will	become	effective	for	us	beginning	January	1,	2020,	and	will	require	a cumulative-effect	adjustment	to	Accumulated	deficit	as	of	the	beginning	of	the	first	reporting	period	in	which	the	guidance	is	effective	(that	is,	a	modified-retrospective approach).	Early	adoption	is	permitted	for	us	as	of	January	1,	2019.	We	are	currently	evaluating	the	impact	this	guidance	will	have	on	our	consolidated	financial statements	and	the	timing	of	adoption.

In	August	2016,	the	FASB	issued	ASU	2016-15,	"Statement	of	Cash	Flows	(Topic	230):	Classification	of	Certain	Cash	Receipts	and	Cash	Payments."	The	standard	is intended	to	reduce	current	diversity	in	practice	and	provides	guidance	on	how	certain	cash	receipts	and	payments	are	presented	and	classified	in	the	statement	of	cash flows.	The	standard	is	effective	for	us,	and	we	adopted	the	standard,	on	January	1,	2018.	The	standard	will	require	a	retrospective	approach.	The	standard	will	impact	the presentation	of	cash	flows	related	to	beneficial	interests	in	securitization	transactions,	which	is	the	deferred	purchase	price,

resulting	in	a	reclassification	of	cash	inflows	from	Operating	activities	to	Investing	activities	of	approximately	$4.3	billion	and	$3.5	billion	for	the	years	ended	December 31,	2017	and	2016,	respectively,	in	our	Consolidated	Statements	of	Cash	Flows.	The	standard	will	also	impact	the	presentation	of	cash	payments	for	debt	prepayment	or debt	extinguishment	costs,	resulting	in	a	reclassification	of	cash	outflows	from	Operating	activities	to	Financing	activities	of	$188	million	for	the	year	ended	December 31,	2017,	in	our	consolidated	financial	statements.

In	October	2016,	the	FASB	issued	ASU	2016-16,	"Accounting	for	Income	Taxes:	Intra-Entity	Transfers	of	Assets	Other	Than	Inventory."	The	standard	requires	that	the income	tax	impact	of	intra-entity	sales	and	transfers	of	property,	except	for	inventory,	be	recognized	when	the	transfer	occurs.	The	standard	will	become	effective	for	us beginning	January	1,	2018,	and	will	require	any	deferred	taxes	not	yet	recognized	on	intra-entity	transfers	to	be	recorded	to	retained	earnings	under	a	modified retrospective	approach.	The	implementation	of	this	standard	is	not	expected	to	have	a	material	impact	on	our	consolidated	financial	statements.

# Note	2	–	Receivables	and	Allowance	for	Credit	Losses

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

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

To	determine	a	customer's	credit	profile,	we	use	a	proprietary	credit	scoring	model	that	measures	the	credit	quality	of	a	customer	at	the	time	of	application	for	wireless communications	service	using	several	factors,	such	as	credit	bureau	information,	consumer	credit	risk	scores	and	service	plan	characteristics.

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

| (in	millions) | December	31,<br>2017 | December	31,<br>2016 |
| :--- | :--- | :--- |
| EIP\treceivables,\tgross | $3,960 | $3,230 |
| Unamortized\timputed\tdiscount | (264) | (195) |
| EIP\treceivables,\tnet\tof\tunamortized\timputed\tdiscount | 3,696 | 3,035 |
| Allowance\tfor\tcredit\tlosses | (132) | (121) |
| EIP\treceivables,\tnet | $3,564 | $2,914 |
| Classified\ton\tthe\tbalance\tsheet\tas: |  |  |
| Equipment\tinstallment\tplan\treceivables,\tnet | $2,290 | $1,930 |
| Equipment\tinstallment\tplan\treceivables\tdue\tafter\tone\tyear,\tnet | 1,274 | 984 |
| EIP\treceivables,\tnet | $3,564 | $2,914 |

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

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

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

The	EIP	receivables	had	weighted	average	effective	imputed	interest	rates	of	9.6%	and	9.0%	as	of	December	31,	2017	and	2016,	respectively.

Activity	for	the	years	ended	December	31,	2017,	2016,	and	2015,	in	the	allowance	for	credit	losses	and	unamortized	imputed	discount	balances	for	the	accounts receivable	and	EIP	receivable	segments	were	as	follows:

|  |  | December	31,	2017 |  |  | December	31,	2016 |  |  | December	31,	2015 |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| (in\tmillions) | Accounts\nReceivable\nAllowance | EIP\tReceivables\nAllowance | Total | Accounts\nReceivable\nAllowance | EIP\tReceivables\nAllowance | Total | Accounts\nReceivable\nAllowance | EIP\tReceivables\nAllowance | Total |
| Allowance\tfor\tcredit\tlosses\tand |  |  |  |  |  |  |  |  |  |
| imputed\tdiscount,\tbeginning\tof |  |  |  |  |  |  |  |  |  |
| period | $102 | $316 | $418 | $116 | $333 | $449 | $83 | $448 | $531 |
| Bad\tdebt\texpense | 104 | 284 | 388 | 227 | 250 | 477 | 182 | 365 | 547 |
| Write-offs,\tnet\tof\trecoveries | (120) | (273) | (393) | (241) | (277) | (518) | (149) | (333) | (482) |
| Change\tin\timputed\tdiscount\ton |  |  |  |  |  |  |  |  |  |
| short-term\tand\tlong-term\tEIP |  |  |  |  |  |  |  |  |  |
| receivables | N/A | 252 | 252 | N/A | 186 | 186 | N/A | (84) | (84) |
| Impact\ton\tthe\timputed\tdiscount\nfrom\tsales\tof\tEIP\treceivables | N/A | (183) | (183) | N/A | (176) | (176) | N/A | (63) | (63) |
| Allowance\tfor\tcredit\tlosses\tand |  |  |  |  |  |  |  |  |  |
| imputed\tdiscount,\tend\tof |  |  |  |  |  |  |  |  |  |
| period | $86 | $396 | $482 | $102 | $316 | $418 | $116 | $333 | $449 |

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

|  |  | December	31,	2017 |  |  | December	31,	2016 |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| (in\tmillions) | Prime | Subprime | Total\tEIP\nReceivables,\tgross | Prime | Subprime | Total\tEIP\nReceivables,\tgross |
| Current\t-\t30\tdays\tpast\tdue | $1,727 | $2,133 | $3,860 | $1,375 | $1,735 | $3,110 |
| 31\t-\t60\tdays\tpast\tdue | 17 | 29 | 46 | 27 | 38 | 65 |
| 61\t-\t90\tdays\tpast\tdue | 6 | 16 | 22 | 7 | 16 | 23 |
| More\tthan\t90\tdays\tpast\tdue | 8 | 24 | 32 | 10 | 22 | 32 |
| Total\treceivables,\tgross | $1,758 | $2,202 | $3,960 | $1,419 | $1,811 | $3,230 |

# Note	3	–	Sales	of	Certain	Receivables

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

# Sales	of	Service	Receivables

# Overview	of	the	Transaction

In	2014,	we	entered	into	an	arrangement	to	sell	certain	service	accounts	receivables	on	a	revolving	basis	and	in	November	2016,	the	arrangement	was	amended	to increase	the	maximum	funding	commitment	to	$950	million	(the	"service	receivable	sale	arrangement")	and	extend	the	scheduled	expiration	date	to	March	2018.	In February	2018,	the	service	receivable	sale	arrangement	was	again	amended	to	extend	the	scheduled	expiration	date	to	March	2019.	As	of	December	31,	2017	and	2016, the	service	receivable	sale	arrangement	provided	funding	of	$880	million	and	$907	million,	respectively.	Sales	of	receivables	occur	daily	and	are	settled	on	a	monthly basis.	The	receivables	consist	of	service	charges	currently	due	from	customers	and	are	short-term	in	nature.

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

# Variable	Interest	Entity

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

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

| (in	millions) | December	31,<br>2017 | December	31,<br>2016 |
| :--- | :--- | :--- |
| Other\tcurrent\tassets | $236 | $207 |
| Accounts\tpayable\tand\taccrued\tliabilities | 25 | 17 |
| Other\tcurrent\tliabilities | 180 | 129 |

# Sales	of	EIP	Receivables

In	2015,	we	entered	into	an	arrangement	to	sell	certain	EIP	accounts	receivables	on	a	revolving	basis	and	in	August	2017,	the	EIP	sale	arrangement	was	amended	to reduce	the	maximum	funding	commitment	to	$1.2	billion	(the	"EIP	sale	arrangement")	and	extend	the	scheduled	expiration	date	to	November	2018.	In	December	2017, the	EIP	sale	arrangement	was	again	amended	to	increase	the	maximum	funding	commitment	to	$1.3	billion.	As	of	December	31,	2017	and	2016,	the	EIP	sale arrangement	provided	funding	of	$1.3	billion	and	$1.2	billion,	respectively.	Sales	of	EIP	receivables	occur	daily	and	are	settled	on	a	monthly	basis.	The	receivables consist	of	customer	EIP	balances,	which	require	monthly	customer	payments	for	up	to	24	months.

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

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

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

| (in	millions) | December	31,<br>2017 | December	31,<br>2016 |
| :--- | :--- | :--- |
| Other\tcurrent\tassets | $403 | $371 |
| Other\tassets | 109 | 83 |
| Other\tlong-term\tliabilities | 3 | 4 |

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

# Sales	of	Receivables

The	transfers	of	service	receivables	and	EIP	receivables	to	the	non-consolidated	entities	are	accounted	for	as	sales	of	financial	assets.	Once	identified	for	sale,	the receivable	is	recorded	at	the	lower	of	cost	or	fair	value.	Upon	sale,	we	derecognize	the	net	carrying	amount	of	the	receivables.	We	recognize	the	net	cash	proceeds	in	Net cash	provided	by	operating	activities	in	our	Consolidated	Statements	of	Cash	Flows.

The	proceeds	are	net	of	the	deferred	purchase	price,	consisting	of	a	receivable	from	the	purchasers	that	entitles	us	to	certain	collections	on	the	receivables.	We	recognize the	collection	of	the	deferred	purchase	price	in	Net	cash	provided	by	operating	activities	as	it	is	dependent	on	collection	of	the	customer	receivables	and	is	not	subject	to significant	interest	rate	risk.	The	deferred	purchase	price	represents	a	financial	asset	that	is	primarily	tied	to	the	creditworthiness	of	the	customers	and	which	can	be settled	in	such	a	way	that	we	may	not	recover	substantially	all	of	our	recorded	investment,	due	to	default	by	the	customers	on	the	underlying	receivables.	We	elected,	at inception,	to	measure	the	deferred	purchase	price	at	fair	value	with	changes	in	fair	value	included	in	Selling,	general	and	administrative	expense	in	our	Consolidated Statements	of	Comprehensive	Income.	The	fair	value	of	the	deferred	purchase	price	is	determined	based	on	a	discounted	cash	flow	model	which	uses	primarily unobservable	inputs	(Level	3	inputs),	including	customer	default	rates.	As	of	December	31,	2017	and	2016,	our	deferred	purchase	price	related	to	the	sales	of	service receivables	and	EIP	receivables	was	$745	million	and	$659	million,	respectively.

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

| (in	millions) | December	31,<br>2017 | December	31,<br>2016 |
| :--- | :--- | :--- |
| Derecognized\tnet\tservice\treceivables\tand\tEIP\treceivables | $2,725 | $2,502 |
| Other\tcurrent\tassets | 639 | 578 |
| of\twhich,\tdeferred\tpurchase\tprice | 636 | 576 |
| Other\tlong-term\tassets | 109 | 83 |
| of\twhich,\tdeferred\tpurchase\tprice | 109 | 83 |
| Accounts\tpayable\tand\taccrued\tliabilities | 25 | 17 |
| Other\tcurrent\tliabilities | 180 | 129 |
| Other\tlong-term\tliabilities | 3 | 4 |
| Net\tcash\tproceeds\tsince\tinception | 2,058 | 2,030 |
| Of\twhich: |  |  |
| Change\tin\tnet\tcash\tproceeds\tduring\tthe\tyear-to-date\tperiod | 28 | 536 |
| Net\tcash\tproceeds\tfunded\tby\treinvested\tcollections | 2,030 | 1,494 |

We	recognized	losses	from	sales	of	receivables	of	$299	million,	$228	million	and	$204	million	for	the	years	ended	December	31,	2017,	2016	and	2015,	respectively. These	losses	from	sales	of	receivables	were	recognized	in	Selling,	general	and	administrative	expense	in	our	Consolidated	Statements	of	Comprehensive	Income.	Losses from	sales	of	receivables	include	adjustments	to	the	receivables'	fair	values	and	changes	in	fair	value	of	the	deferred	purchase	price.

# Continuing	Involvement

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

In	addition,	we	have	continuing	involvement	with	the	sold	receivables	as	we	may	be	responsible	for	absorbing	additional	credit	losses	pursuant	to	the	sale	arrangements. Our	maximum	exposure	to	loss	related	to	the	involvement	with	the	service	receivables	and	EIP	receivables	sold	under	the	sale	arrangements	was	$1.3	billion	as	of December	31,	2017.	The	maximum	exposure	to	loss,	which	is	a	required	disclosure	under	GAAP,	represents	an	estimated	loss	that	would	be	incurred	under	severe, hypothetical	circumstances	whereby	we	would	not	receive	the	deferred	purchase	price	portion	of	the	contractual	proceeds	withheld	by	the	purchasers	and	would	also	be required	to	repurchase	the	maximum	amount	of	receivables	pursuant	to	the	sale	arrangements	without	consideration	for	any	recovery.	As	we	believe	the	probability	of these	circumstances	occurring	is	remote,	the	maximum	exposure	to	loss	is	not	an	indication	of	our	expected	loss.

# Note	4	–	Property	and	Equipment

The	components	of	property	and	equipment	were	as	follows:

| (in	millions) | Useful	Lives | December	31,<br>2017 | December	31,<br>2016 |
| :--- | :--- | :--- | :--- |
| Buildings\tand\tequipment | Up\tto\t40\tyears | $2,066 | $1,657 |
| Wireless\tcommunications\tsystems | Up\tto\t20\tyears | 32,706 | 29,272 |
| Leasehold\timprovements | Up\tto\t12\tyears | 1,182 | 1,068 |
| Capitalized\tsoftware | Up\tto\t10\tyears | 10,563 | 8,488 |
| Leased\twireless\tdevices | Up\tto\t18\tmonths | 1,209 | 2,624 |
| Construction\tin\tprogress |  | 1,771 | 2,613 |
| Accumulated\tdepreciation\tand\tamortization |  | (27,301) | (24,779) |
| Property\tand\tequipment,\tnet |  | $22,196 | $20,943 |

Wireless	communication	systems	include	capital	lease	agreements	for	network	equipment	with	varying	expiration	terms	through	2031.	Capital	lease	assets	and accumulated	amortization	were	$2.4	billion	and	$533	million,	and	$1.6	billion	and	$300	million,	as	of	December	31,	2017	and	2016,	respectively.

We	capitalize	interest	associated	with	the	acquisition	or	construction	of	certain	property	and	equipment	and	spectrum	intangible	assets.	We	recognized	capitalized interest	of	$136	million,	$142	million	and	$230	million	for	the	years	ended	December	31,	2017,	2016	and	2015,	respectively.

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

| (in	millions) | December	31,<br>2017 | December	31,<br>2016 |
| :--- | :--- | :--- |
| Leased\twireless\tdevices,\tgross | $1,209 | $2,624 |
| Accumulated\tdepreciation | (417) | (1,193) |
| Leased\twireless\tdevices,\tnet | $792 | $1,431 |

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

| of	the	lease	term,	are	summarized	below: |  |
| :--- | :--- |
| (in\tmillions) | Total |
| Year\tEnded\tDecember\t31, |  |
| 2018 | $485 |
| 2019 | 104 |
| Total | $589 |

Total	depreciation	expense	relating	to	property	and	equipment	was	$5.8	billion,	$6.0	billion	and	$4.4	billion	for	the	years	ended	December	31,	2017,	2016	and	2015, respectively.	Included	in	the	total	depreciation	expense	for	the	years	ended	December	31,	2017,	2016	and	2015	was	$1.0	billion,	$1.5	billion	and	$312	million, respectively,	related	to	leased	wireless	devices.

For	the	years	ended	December	31,	2017,	2016	and	2015,	we	recorded	additional	depreciation	expense	of	$63	million,	$101	million	and	$85	million,	respectively,	as	a result	of	adjustments	to	useful	lives	of	network	equipment	expected	to	be	replaced	in	connection	with	our	network	transformation	and	decommissioning	the	MetroPCS CDMA	network	and	redundant	network	cell	sites.

Asset	retirement	obligations	are	primarily	for	certain	legal	obligations	to	remediate	leased	property	on	which	our	network	infrastructure	and	administrative	assets	are located.

Activity	in	our	asset	retirement	obligations	was	as	follows:

| (in	millions) | December	31,<br>2017 | December	31,<br>2016 |
| :--- | :--- | :--- |
| Asset\tretirement\tobligations,\tbeginning\tof\tyear | $539 | $483 |
| Liabilities\tincurred | 25 | 50 |
| Liabilities\tsettled | (16) | (67) |
| Accretion\texpense | 27 | 24 |
| Changes\tin\testimated\tcash\tflows | (13) | 49 |
| Asset\tretirement\tobligations,\tend\tof\tyear | $562 | $539 |
| Classified\ton\tthe\tbalance\tsheet\tas: |  |  |
| Other\tcurrent\tliabilities | $3 | $16 |
| Other\tlong-term\tliabilities | 559 | 523 |
| Asset\tretirement\tobligations | $562 | $539 |

The	corresponding	assets,	net	of	accumulated	depreciation,	related	to	asset	retirement	obligations	were	$220	million	and	$258	million	as	of	December	31,	2017	and 2016,	respectively.

# Note	5	–	Goodwill,	Spectrum	Licenses	and	Other	Intangible	Assets

There	were	no	changes	in	carrying	values	of	goodwill	for	the	years	ended	December	31,	2017	and	2016.

The	following	table	summarizes	our	spectrum	license	activity	for	the	years	ended	December	31,	2017	and	2016:

| (in	millions) | December	31,	2017 | December	31,	2016 |
| :--- | :--- | :--- |
| Spectrum\tlicenses,\tbeginning\tof\tyear | $27,014 | $23,955 |
| Spectrum\tlicense\tacquisitions | 8,599 | 3,334 |
| Spectrum\tlicenses\ttransferred\tto\theld\tfor\tsale | (271) | (324) |
| Costs\tto\tclear\tspectrum | 24 | 49 |
| Spectrum\tlicenses,\tend\tof\tyear | $35,366 | $27,014 |

We	had	the	following	spectrum	license	transactions	during	2017:

•In	March	2017,	we	closed	on	an	agreement	with	a	third	party	for	the	exchange	of	certain	AWS	and	PCS	spectrum	licenses.	Upon	closing	of	the	transaction,	we recorded	the	spectrum	licenses	received	at	their	estimated	fair	value	of	approximately	$123	million	and	recognized	a	gain	of	$37	million	included	in	Gains	on disposal	of	spectrum	licenses	in	our	Consolidated	Statements	of	Comprehensive	Income.

•In	April	2017,	the	FCC	announced	that	we	were	the	winning	bidder	of	1,525	licenses	in	the	600	MHz	spectrum	auction	for	an	aggregate	price	of	$8.0	billion. At	inception	of	the	auction	in	June	2016,	we	deposited	$2.2	billion	with	the	FCC	which,	based	on	the	outcome	of	the	auction,	was	sufficient	to	cover	our	down payment	obligation	due	in	April	2017.	In	May	2017,	we	paid	the	FCC	the	remaining	$5.8	billion	of	the	purchase	price	using	cash	reserves	and	by	issuing	debt to	Deutsche	Telekom	AG	("DT"),	our	majority	stockholder,	pursuant	to	existing	purchase	commitments.	See	Note	7	-	Debt	for	further	information.	The	licenses are	included	in	Spectrum	licenses	as	of	December	31,	2017,	in	our	Consolidated	Balance	Sheets.	We	began	deployment	of	these	licenses	on	our	network	in	the third	quarter	of	2017.

•In	September	2017,	we	closed	on	an	agreement	with	a	third	party	for	the	exchange	of	certain	AWS	and	PCS	spectrum	licenses.	Upon	closing	of	the	transaction, we	recorded	the	spectrum	licenses	received	at	their	estimated	fair	value	of

approximately	$115	million	and	recognized	a	gain	of	$29	million	included	in	Gains	on	disposal	of	spectrum	licenses	in	our	Consolidated	Statements	of Comprehensive	Income.

•In	September	2017,	we	entered	into	a	Unit	Purchase	Agreement	("UPA")	to	acquire	the	remaining	equity	in	Iowa	Wireless	Services,	LLC	("IWS"),	a	54% owned	unconsolidated	subsidiary,	for	a	purchase	price	of	$25	million.	On	January	1,	2018,	we	closed	on	the	purchase	agreement	and	received	the	IWS spectrum	licenses,	among	other	assets.	As	of	December	31,	2017,	we	accounted	for	our	existing	investment	in	IWS	under	the	equity	method	as	we	had significant	influence,	but	not	control.

•In	December	2017,	we	closed	on	an	agreement	with	a	third	party	for	the	exchange	of	certain	AWS	and	PCS	spectrum	licenses.	Upon	closing	of	the	transaction, we	recorded	the	spectrum	licenses	received	at	their	estimated	fair	value	of	approximately	$352	million	and	recognized	a	gain	of	$168	million	included	in	Gains on	disposal	of	spectrum	licenses	in	our	Consolidated	Statements	of	Comprehensive	Income.

•We	closed	on	an	agreement	with	AT&T	Inc.	for	the	acquisition	and	exchange	of	certain	spectrum	licenses.	Upon	closing	of	the	transaction	during	the	first quarter	of	2016,	we	recorded	the	spectrum	licenses	received	at	their	estimated	fair	value	of	approximately	$1.2	billion	and	recognized	a	gain	of	$636	million included	in	Gains	on	disposal	of	spectrum	licenses	in	our	Consolidated	Statements	of	Comprehensive	Income.

•We	closed	on	agreements	with	multiple	third	parties	for	the	purchase	and	exchange	of	certain	spectrum	licenses	for	$1.3	billion	in	cash.	Upon	closing	of	the transactions,	we	recorded	spectrum	licenses	received	at	their	estimated	fair	values	totaling	approximately	$1.7	billion	and	recognized	gains	of	$199	million included	in	Gains	on	disposal	of	spectrum	licenses	in	our	Consolidated	Statements	of	Comprehensive	Income.

•We	closed	on	an	agreement	with	a	third	party	for	the	purchase	of	certain	spectrum	licenses	covering	approximately	11	million	people	for	approximately	$420 million	during	the	fourth	quarter	of	2016.

# Goodwill	and	Other	Intangible	Assets	Impairment	Assessments

Our	impairment	assessment	of	goodwill	and	indefinite-lived	intangible	assets	(spectrum	licenses)	resulted	in	no	impairment	as	of	December	31,	2017	and	2016.

The	components	of	Other	intangible	assets	were	as	follows:

|  |  |  | December	31,	2017 |  |  | December	31,	2016 |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| (in\tmillions) | Useful\tLives | Gross\tAmount | Accumulated\nAmortization | Net\tAmount | Gross\tAmount | Accumulated\nAmortization | Net\tAmount |
| Customer\tlists | Up\tto\t6\tyears | $1,104 | $(1,016) | $88 | $1,104 | $(894) | $210 |
| Trademarks\tand\tpatents | Up\tto\t19\tyears | 307 | (192) | 115 | 303 | (156) | 147 |
| Other | Up\tto\t28\tyears | 49 | (35) | 14 | 50 | (31) | 19 |
| Other\tintangible\tassets |  | $1,460 | $(1,243) | $217 | $1,457 | $(1,081) | $376 |

Amortization	expense	for	intangible	assets	subject	to	amortization	was	$163	million,	$220	million	and	$276	million	for	the	years	ended	December	31,	2017,	2016	and 2015,	respectively.

The	estimated	aggregate	future	amortization	expense	for	intangible	assets	subject	to	amortization	are	summarized	below:

| (in	millions) | Estimated	Future<br>Amortization |
| :--- | :--- |
| Year\tEnding\tDecember\t31, |  |
| 2018 | $105 |
| 2019 | 52 |
| 2020 | 35 |
| 2021 | 14 |
| 2022 | 4 |
| Thereafter | 7 |
| Total | $217 |

# Note	6	–	Fair	Value	Measurements	and	Derivative	Instruments

# Embedded	Derivative	Instruments

In	connection	with	the	business	combination	with	MetroPCS,	we	issued	senior	reset	notes	to	Deutsche	Telekom.	The	interest	rates	were	adjusted	at	the	reset	dates	to rates	defined	in	the	applicable	supplemental	indentures	to	manage	interest	rate	risk	related	to	the	senior	reset	notes.	We	determined	certain	components	of	the	reset feature	are	required	to	be	bifurcated	from	the	senior	reset	notes	and	separately	accounted	for	as	embedded	derivative	instruments.	As	of	December	31,	2017	and	2016, there	were	no	embedded	derivatives	subject	to	interest	rate	volatility	related	to	the	Senior	Reset	Notes	to	affiliates.

The	fair	value	of	our	embedded	derivatives	was	determined	using	a	lattice-based	valuation	model	by	determining	the	fair	value	of	the	senior	reset	notes	with	and	without the	embedded	derivatives	included.	The	fair	value	of	the	senior	reset	notes	with	the	embedded	derivatives	utilizes	the	contractual	term	of	each	senior	reset	note,	reset rates	calculated	based	on	the	spread	between	specified	yield	curves	and	the	yield	curve	on	certain	T-Mobile	long-term	debt	adjusted	pursuant	to	the	applicable supplemental	indentures	and	interest	rate	volatility.	Interest	rate	volatility	is	a	significant	unobservable	input	(Level	3)	as	it	is	derived	based	on	weighted	risk-free	rate volatility	and	credit	spread	volatility.	Significant	increases	or	decreases	in	the	weighting	of	risk-free	volatility	and	credit	spread	volatility,	in	isolation,	would	result	in	a higher	or	lower	fair	value	of	the	embedded	derivatives.	The	embedded	derivatives	were	classified	as	Level	3	in	the	fair	value	hierarchy.

The	fair	value	of	embedded	derivative	instruments	by	balance	sheet	location	and	level	were	as	follows:

|  |  | December	31,	2017 | December	31,	2017 |  |
| :--- | :--- | :--- | :--- | :--- |
| (in\tmillions) | Level\t1 | Level\t2 | Level\t3 | Total |
| Other\tlong-term\tliabilities | $— | $— | $66 | $66 |

|  |  | December	31,	2016 | December	31,	2016 |  |
| :--- | :--- | :--- | :--- | :--- |
| (in\tmillions) | Level\t1 | Level\t2 | Level\t3 | Total |
| Other\tlong-term\tliabilities | $— | $— | $118 | $118 |

The	following	table	summarizes	the	gain	(loss)	activity	related	to	embedded	derivatives	instruments	recognized	in	Interest	expense	to	affiliates:

|  |  | Year	Ended	December	31, |  |
| :--- | :--- | :--- | :--- |
| (in\tmillions) | 2017 | 2016 | 2015 |
| Embedded\tderivatives | $52 | $25 | $(148) |

# Assets	and	Liabilities	Measured	at	Fair	Value	on	a	Recurring	Basis

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

# Long-term	Debt

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

Although	we	have	determined	the	estimated	fair	values	using	available	market	information	and	commonly	accepted	valuation	methodologies,	considerable	judgment	was required	in	interpreting	market	data	to	develop	fair	value	estimates	for	the	Senior	Notes	to	affiliates,	Incremental	Term	Loan	Facility	to	affiliates,	Senior	Reset	Notes	to affiliates	and	Senior	Secured	Term	Loans	to	affiliates.	The	fair	value	estimates	were	based	on	information	available	as	of	December	31,	2017	and	2016.	As	such,	our estimates	are	not	necessarily	indicative	of	the	amount	we	could	realize	in	a	current	market	exchange.

# Deferred	Purchase	Price	Assets

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

We	offer	certain	device	trade-in	programs,	including	JUMP!,	which	provide	eligible	customers	a	specified-price	trade-in	right	to	upgrade	their	device.	For	customers who	are	enrolled	in	a	device	trade-in	program,	we	defer	the	portion	of	equipment	revenues	which	represents	the	estimated	fair	value	of	the	specified-price	trade-in	right guarantee	incorporating	the	expected	probability	and	timing	of	the	handset	upgrade	and	the	estimated	fair	value	of	the	used	handset	which	is	returned.	Accordingly,	our guarantee	liabilities	were	classified	as	Level	3	within	the	fair	value	hierarchy.	When	customers	upgrade	their	device,	the	difference	between	the	trade-in	credit	to	the customer	and	the	fair	value	of	the	returned	device	is	recorded	against	the	guarantee	liabilities.	Guarantee	liabilities	are	included	in	Other	current	liabilities	in	our Consolidated	Balance	Sheets.

The	total	estimated	remaining	gross	EIP	receivable	balances	of	all	enrolled	handset	upgrade	program	customers,	which	are	the

remaining	EIP	amounts	underlying	the	JUMP!	guarantee,	including	EIP	receivables	that	have	been	sold,	was	$2.5	billion	as	of	December	31,	2017.	This	is	not	an indication	of	our	expected	loss	exposure	as	it	does	not	consider	the	expected	fair	value	of	the	used	handset	or	the	probability	and	timing	of	the	trade-in.

Debt	was	as	follows:

| (in	millions) | December	31,<br>2017 | December	31,<br>2016 |
| :--- | :--- | :--- |
| 5.250%\tSenior\tNotes\tdue\t2018 | $— | $500 |
| 6.464%\tSenior\tNotes\tdue\t2019 | — | 1,250 |
| 6.288%\tSenior\tReset\tNotes\tto\taffiliates\tdue\t2019 | — | 1,250 |
| 6.542%\tSenior\tNotes\tdue\t2020 | — | 1,250 |
| 6.625%\tSenior\tNotes\tdue\t2020 | — | 1,000 |
| 6.366%\tSenior\tReset\tNotes\tto\taffiliates\tdue\t2020 | — | 1,250 |
| 6.250%\tSenior\tNotes\tdue\t2021 | — | 1,750 |
| 6.633%\tSenior\tNotes\tdue\t2021 | — | 1,250 |
| 5.300%\tSenior\tNotes\tto\taffiliates\tdue\t2021 | 2,000 | — |
| 8.097%\tSenior\tReset\tNotes\tto\taffiliates\tdue\t2021 | 1,250 | 1,250 |
| 6.125%\tSenior\tNotes\tdue\t2022 | 1,000 | 1,000 |
| 6.731%\tSenior\tNotes\tdue\t2022 | — | 1,250 |
| 4.000%\tSenior\tNotes\tdue\t2022 | 500 | — |
| 4.000%\tSenior\tNotes\tto\taffiliates\tdue\t2022 | 1,000 | — |
| 8.195%\tSenior\tReset\tNotes\tto\taffiliates\tdue\t2022 | 1,250 | 1,250 |
| Incremental\tterm\tloan\tfacility\tto\taffiliates\tdue\t2022 | 2,000 | — |
| 6.000%\tSenior\tNotes\tdue\t2023 | 1,300 | 1,300 |
| 6.625%\tSenior\tNotes\tdue\t2023 | 1,750 | 1,750 |
| 6.836%\tSenior\tNotes\tdue\t2023 | 600 | 600 |
| 9.332%\tSenior\tReset\tNotes\tto\taffiliates\tdue\t2023 | 600 | 600 |
| 6.000%\tSenior\tNotes\tdue\t2024 | 1,000 | 1,000 |
| 6.500%\tSenior\tNotes\tdue\t2024 | 1,000 | 1,000 |
| 6.000%\tSenior\tNotes\tto\taffiliates\tdue\t2024 | 1,350 | — |
| 6.000%\tSenior\tNotes\tto\taffiliates\tdue\t2024 | 650 | — |
| Incremental\tterm\tloan\tfacility\tto\taffiliates\tdue\t2024 | 2,000 | — |
| 5.125%\tSenior\tNotes\tdue\t2025 | 500 | — |
| 6.375%\tSenior\tNotes\tdue\t2025 | 1,700 | 1,700 |
| 5.125%\tSenior\tNotes\tto\taffiliates\tdue\t2025 | 1,250 | — |
| 6.500%\tSenior\tNotes\tdue\t2026 | 2,000 | 2,000 |
| 5.375%\tSenior\tNotes\tdue\t2027 | 500 | — |
| 5.375%\tSenior\tNotes\tto\taffiliates\tDue\t2027 | 1,250 | — |
| Senior\tSecured\tTerm\tLoans | — | 1,980 |
| Capital\tleases | 1,824 | 1,425 |
| Unamortized\tpremium\tfrom\tpurchase\tprice\tallocation\tfair\tvalue\tadjustment | 78 | 212 |
| Unamortized\tpremium\ton\tdebt\tto\taffiliates | 59 | — |
| Unamortized\tdiscount\ton\tSenior\tSecured\tTerm\tLoans | — | (8) |
| Unamortized\tdiscount\ton\taffiliates\tSenior\tNotes | (73) | — |
| Debt\tissuance\tcost | (19) | (23) |
| Total\tdebt | 28,319 | 27,786 |
| Less:\tCurrent\tportion\tof\tSenior\tSecured\tTerm\tLoans | — | 20 |
| Less:\tCurrent\tportion\tof\tSenior\tNotes | 999 | — |
| Less:\tCurrent\tportion\tof\tcapital\tleases | 613 | 334 |
| Total\tlong-term\tdebt | $26,707 | $27,432 |
| Classified\ton\tthe\tbalance\tsheet\tas: |  |  |
| Long-term\tdebt | $12,121 | $21,832 |
| Long-term\tdebt\tto\taffiliates | 14,586 | 5,600 |
| Total\tlong-term\tdebt | $26,707 | $27,432 |

The	proceeds	were	used	to	fund	a	portion	of	the	purchase	price	of	spectrum	licenses	won	in	the	600	MHz	spectrum	auction.	Net	proceeds	from	these	issuances	include $64	million	in	debt	premiums.	See	Note	5	-	Goodwill,	Spectrum	Licenses	and	Other	Intangible	Assets	for	further	information.

DT	has	agreed	that	the	payment	for	the	DT	notes	will	be	made	by	delivery	of	$1.25	billion	in	aggregate	principal	amount	of	8.097%	Senior	Reset	Notes	due	2021	and $1.25	billion	in	aggregate	principal	amount	of	8.195%	Senior	Reset	Notes	due	2022	(collectively,	the	"DT	Senior	Reset	Notes")	held	by	DT	and	which	T-Mobile	USA will	have	called	for	redemption,	in	exchange	for	the	DT	notes.	In	connection	with	such	exchange,	we	will	pay	DT	in	cash	the	premium	portion	of	the	redemption	price set	forth	in	the	indenture	governing	the	DT	Senior	Reset	Notes,	plus	accrued	but	unpaid	interest	on	the	DT	Senior	Reset	Notes	to,	but	not	including,	the	exchange	date.

# Capital	Leases

Capital	lease	agreements	primarily	relate	to	network	equipment	with	varying	expiration	terms	through	2031.	Future	minimum	payments	required	under	capital	leases, including	interest	and	maintenance,	over	their	remaining	terms	are	summarized	below:

| (in	millions) | Future	Minimum<br>Payments |
| :--- | :--- |
| Year\tEnded\tDecember\t31, |  |
| 2018 | $682 |
| 2019 | 634 |
| 2020 | 338 |
| 2021 | 151 |
| 2022 | 67 |
| Thereafter | 172 |
| Total | $2,044 |
| Included\tin\tTotal |  |
| Interest | $169 |
| Maintenance | 51 |

# Revolving	Credit	Facility	and	Standby	Letters	of	Credit

For	the	purposes	of	securing	our	obligations	to	provide	handset	insurance	services,	we	maintain	an	agreement	for	standby	letters	of	credit	with	JP	Morgan	Chase	Bank, N.A.	("JP	Morgan	Chase").	For	purposes	of	securing	our	general	purpose	obligations,	we	maintain	a	letter	of	credit	reimbursement	agreement	with	Deutsche	Bank.

The	following	table	summarizes	the	outstanding	standby	letters	of	credit	under	each	agreement:

| (in	millions) | December	31,<br>2017 | December	31,<br>2016 |
| :--- | :--- | :--- |
| JP\tMorgan\tChase | $20 | $20 |
| Deutsche\tBank | 59 | 54 |
| Total\toutstanding\tbalance | $79 | $74 |

# Note	8	-	Tower	Obligations

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

In	2015,	we	conveyed	to	Phoenix	Tower	International	("PTI")	the	exclusive	right	to	manage	and	operate	approximately	600	T-Mobile-owned	wireless	communication tower	sites	("PTI	Tower	Sites")	in	exchange	for	net	proceeds	of	approximately	$140	million	("2015	Tower	Transaction").	As	of	December	31,	2017,	rights	to approximately	200	of	the	tower	sites	remain	operated

by	PTI	under	a	management	agreement	("PTI	Managed	Sites").	We	lease	back	space	at	certain	tower	sites	for	an	initial	term	of	ten	years,	followed	by	optional	renewals at	customary	terms.

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

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

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

The	following	table	summarizes	the	impacts	to	the	Consolidated	Balance	Sheets:

| (in	millions) | December	31,<br>2017 | December	31,<br>2016 |
| :--- | :--- | :--- |
| Property\tand\tequipment,\tnet | $402 | $485 |
| Long-term\tfinancial\tobligation | 2,590 | 2,621 |

Future	minimum	payments	related	to	the	tower	obligations	are	expected	to	be	approximately	$189	million	in	2018,	$379	million	in	total	for	2019	and	2020,	$381	million in	total	for	2021	and	2022	and	$1.0	billion	in	total	for	years	thereafter.

We	are	contingently	liable	for	future	ground	lease	payments	through	the	remaining	term	of	the	CCI	Lease	Sites.	These	contingent	obligations	are	not	included	in	the above	table	as	any	amount	due	is	contractually	owed	by	CCI	based	on	the	subleasing	arrangement.	See	Note	13	–	Commitments	and	Contingencies	for	further information.

# Note	9	–	Employee	Compensation	and	Benefit	Plans

Under	our	2013	Omnibus	Incentive	Plan	(the	"Incentive	Plan"),	we	are	authorized	to	issue	up	to	63	million	shares	of	our	common	stock.	Under	the	Incentive	Plan,	we can	grant	stock	options,	stock	appreciation	rights,	restricted	stock,	restricted	stock	units	("RSUs"),	and	performance	awards	to	eligible	employees,	consultants,	advisors and	non-employee	directors.	As	of	December	31,	2017,	there	were	15	million	shares	of	common	stock	available	for	future	grants	under	the	Incentive	Plan.

In	January	2018,	we	closed	on	our	previously	announced	acquisition	of	Layer3	TV,	Inc.	("Layer3	TV").	Upon	closing,	the	Layer3	TV	2013	Stock	Plan	and	stock restriction	agreements	between	Layer3	and	certain	employees	were	added	to	the	Registration	Statement	related	to	the	Incentive	Plan.	See	Note	15	-	Subsequent	Events for	further	information	regarding	the	Layer3	TV	acquisitions.

We	grant	RSUs	to	eligible	employees	and	certain	non-employee	directors	and	performance-based	restricted	stock	units	("PRSUs")	to	eligible	key	executives.	RSUs entitle	the	grantee	to	receive	shares	of	our	common	stock	at	the	end	of	a	vesting	period	of	generally	up	to	3	years,	subject	to	continued	service	through	the	applicable vesting	date.	PRSUs	entitle	the	holder	to	receive	shares	of	our	common	stock	at	the	end	of	a	vesting	period	of	generally	up	to	3	years	if	the	applicable	performance	goals are	achieved	and	generally	subject	to	continued	employment	through	the	vesting	period.	The	number	of	shares	ultimately

received	by	the	holder	of	PRSUs	is	dependent	on	our	business	performance	against	the	specified	performance	goal(s)	over	a	pre-established	performance	period.	We	also maintain	an	employee	stock	purchase	plan	("ESPP"),	under	which	eligible	employees	can	purchase	our	common	stock	at	a	discounted	price.

Stock-based	compensation	expense	and	related	income	tax	benefits	were	as	follows:

| (in	millions,	except	shares,	per	share	and	contractual	life	amounts) | December	31,<br>2017 | December	31,<br>2016 | December	31,<br>2015 |
| :--- | :--- | :--- | :--- |
| Stock-based\tcompensation\texpense | $306 | $235 | $201 |
| Income\ttax\tbenefit\trelated\tto\tstock-based\tcompensation | 73 | 80 | 71 |
| Realized\texcess\ttax\tbenefit | — | — | 79 |
| Weighted\taverage\tfair\tvalue\tper\tstock\taward\tgranted | 60.21 | 45.07 | 35.56 |
| Unrecognized\tcompensation\texpense | 445 | 389 | 327 |
| Weighted\taverage\tperiod\tto\tbe\trecognized\t(years) | 1.9 | 2.0 | 2.0 |
| Fair\tvalue\tof\tstock\tawards\tvested | 503 | 354 | 445 |

# Stock	Awards

# RSU	and	PRSU	Awards

The	following	activity	occurred	under	the	RSU	and	PRSU	awards:

| (in	millions,	except	shares,	per	share	and	contractual	life	amounts) | Number	of	Units(1) | Weighted	Average<br>Grant	Date	Fair	Value | Weighted	Average<br>Remaining<br>Contractual	Term<br>(Years) | Aggregate	Intrinsic<br>Value |
| :--- | :--- | :--- | :--- | :--- |
| Nonvested,\tDecember\t31,\t2016 | 15,715,391 | $37.93 | 1.1 | $904 |
| Granted | 7,133,359 | 60.21 |  |  |
| Vested | (8,338,271) | 35.47 |  |  |
| Forfeited | (814,936) | 49.02 |  |  |
| Nonvested,\tDecember\t31,\t2017 | 13,695,543 | 50.38 | 1.1 | 870 |

(1) PRSUs	included	in	the	table	above	are	shown	at	target.	Share	payout	can	range	from	 0	to	200%	based	on	different	performance	outcomes.

Payment	of	the	underlying	shares	in	connection	with	the	vesting	of	stock	awards	generally	triggers	a	tax	obligation	for	the	employee,	which	is	required	to	be	remitted	to the	relevant	tax	authorities.	We	have	agreed	to	withhold	stock	otherwise	issuable	under	the	award	to	cover	certain	of	these	tax	obligations,	with	the	net	shares	issued	to the	employee	accounted	for	as	outstanding	common	stock.	We	withheld	2,754,721	and	2,605,807	shares	of	stock	to	cover	tax	obligations	associated	with	the	payment	of shares	upon	vesting	of	stock	awards	and	remitted	cash	of	$166	million	and	$121	million	to	the	appropriate	tax	authorities	for	the	years	ended	December	31,	2017	and 2016,	respectively.

# Employee	Stock	Purchase	Plan

Our	ESPP	allows	eligible	employees	to	contribute	up	to	15%	of	their	eligible	earnings	toward	the	semi-annual	purchase	of	our	common	stock	at	a	discounted	price, subject	to	an	annual	maximum	dollar	amount.	Employees	can	purchase	stock	at	a	15%	discount	applied	to	the	closing	stock	price	on	the	first	or	last	day	of	the	six-month offering	period,	whichever	price	is	lower.	The	number	of	shares	issued	under	our	ESPP	was	1,832,043	and	1,905,534	for	the	years	ended	December	31,	2017	and	2016, respectively.

# Stock	Options

Prior	to	the	business	combination,	MetroPCS	had	established	the	MetroPCS	Communications,	Inc.	2010	Equity	Incentive	Compensation	Plan,	the	Amended	and Restated	MetroPCS	Communications,	Inc.	2004	Equity	Incentive	Compensation	Plan	and	the	Second	Amended	and	Restated	1995	Stock	Option	Plan	("Predecessor Plans").	Following	stockholder	approval	of	the	Incentive	Plan,	no	new	awards	have	been	or	may	be	granted	under	the	Predecessor	Plans.

# The	following	activity	occurred	under	the	Predecessor	Plans:

|  | Shares | Weighted	Average<br>Exercise	Price | Weighted	Average<br>Remaining<br>Contractual	Term<br>(Years) |
| :--- | :--- | :--- | :--- |
| Outstanding\tand\texercisable,\tDecember\t31,\t2016 | 833,931 | $31.75 | 2.3 |
| Exercised | (450,873) | 44.18 |  |
| Expired | (9,900) | 45.76 |  |
| Outstanding\tand\texercisable,\tDecember\t31,\t2017 | 373,158 | 16.36 | 2.8 |

Stock	options	exercised	under	the	Predecessor	Plans	generated	proceeds	of	approximately	$21	million	and	$29	million	for	the	years	ended	December	31,	2017	and	2016, respectively.

# Employee	Retirement	Savings	Plan

We	sponsor	a	retirement	savings	plan	for	the	majority	of	our	employees	under	section	401(k)	of	the	Internal	Revenue	Code	and	similar	plans.	The	plans	allow employees	to	contribute	a	portion	of	their	pretax	income	in	accordance	with	specified	guidelines.	The	plans	provide	that	we	match	a	percentage	of	employee contributions	up	to	certain	limits.	Employer	matching	contributions	were	$87	million,	$83	million	and	$73	million	for	the	years	ended	December	31,	2017,	2016	and 2015,	respectively.

# Legacy	Long-Term	Incentive	Plan

Prior	to	the	business	combination	with	MetroPCS	Communications,	Inc.,	we	maintained	a	performance-based	Long-Term	Incentive	Plan	("LTIP")	which	aligned	to	our long-term	business	strategy.	As	of	December	31,	2017	and	2016,	there	were	no	LTIP	awards	outstanding	and	no	new	awards	are	expected	to	be	granted	under	the	LTIP.

Compensation	expense	reported	within	operating	expenses	related	to	our	LTIP	and	payments	to	participants	related	to	our	LTIP	were	as	follows:

| (in	millions) | December	31,<br>2017 | December	31,<br>2016 | December	31,<br>2015 |
| :--- | :--- | :--- | :--- |
| Compensation\texpense | $— | $— | $27 |
| Payments | — | 52 | 57 |

# Note	10	–	Repurchases	of	Common	Stock

The	following	table	summarizes	information	regarding	repurchases	of	our	common	stock:

| (In	millions,	except	shares	and	per	share	price) | Number	of	Shares<br>Repurchased | Average	Price	Paid<br>Per	Share | Total	Purchase	Price |
| :--- | :--- | :--- | :--- |
| Year\tEnded\tDecember\t31,\t2017 | 7,010,889 | $63.34 | $444 |

# Note	11	–	Income	Taxes

Our	sources	of	Income	before	income	taxes	were	as	follows:

| (in	millions) | 2017 | 2016 | 2015 |
| :--- | :--- | :--- | :--- |
| U.S. | $3,274 | $2,286 | $898 |
| Puerto\tRico | (113) | 41 | 80 |
| Income\tbefore\tincome\ttaxes | $3,161 | $2,327 | $978 |

Income	tax	expense	is	summarized	as	follows:

| (in	millions) | 2017 | 2016 | 2015 |
| :--- | :--- | :--- | :--- |
| Current\ttax\tbenefit\t(expense) |  |  |  |
| Federal | $— | $66 | $30 |
| State | (28) | (29) | (2) |
| Puerto\tRico | (1) | 10 | (17) |
| Total\tcurrent\ttax\tbenefit\t(expense) | (29) | 47 | 11 |
| Deferred\ttax\tbenefit\t(expense) |  |  |  |
| Federal | 1,182 | (804) | (281) |
| State | 173 | (96) | 37 |
| Puerto\tRico | 49 | (14) | (12) |
| Total\tdeferred\ttax\tbenefit\t(expense) | 1,404 | (914) | (256) |
| Total\tincome\ttax\tbenefit\t(expense) | $1,375 | $(867) | $(245) |

The	reconciliation	between	the	U.S.	federal	statutory	income	tax	rate	and	our	effective	income	tax	rate	is	as	follows:

|  | 2017 | 2016 | 2015 |
| :--- | :--- | :--- | :--- |
| Federal\tstatutory\tincome\ttax\trate | 35.0\t% | 35.0\t% | 35.0\t% |
| Effect\tof\tthe\tTax\tCuts\tand\tJobs\tAct | (68.9) | — | — |
| Change\tin\tvaluation\tallowance | (11.4) | 1.0 | (3.2) |
| State\ttaxes,\tnet\tof\tfederal\tbenefit | 4.8 | 4.0 | (1.1) |
| Equity-based\tcompensation | (2.4) | (2.2) | — |
| Puerto\tRico\ttaxes,\tnet\tof\tfederal\tbenefit | (1.5) | — | 3.3 |
| Permanent\tdifferences | 0.5 | 0.6 | 1.6 |
| Federal\ttax\tcredits,\tnet\tof\treserves | 0.3 | (0.5) | (9.5) |
| Other,\tnet | 0.1 | (0.6) | (1.0) |
| Effective\tincome\ttax\trate | (43.5)% | 37.3\t% | 25.1\t% |

Significant	components	of	deferred	income	tax	assets	and	liabilities,	tax	effected,	are	as	follows:

| (in	millions) | December	31,<br>2017 | December	31,<br>2016 |
| :--- | :--- | :--- |
| Deferred\ttax\tassets |  |  |
| Loss\tcarryforwards | $1,576 | $1,442 |
| Deferred\trents | 759 | 1,153 |
| Reserves\tand\taccruals | 667 | 1,058 |
| Federal\tand\tstate\ttax\tcredits | 298 | 284 |
| Debt\tfair\tmarket\tvalue\tadjustment | — | 83 |
| Other | 403 | 430 |
| Deferred\ttax\tassets,\tgross | 3,703 | 4,450 |
| Valuation\tallowance | (273) | (573) |
| Deferred\ttax\tassets,\tnet | 3,430 | 3,877 |
| Deferred\ttax\tliabilities |  |  |
| Spectrum\tlicenses | 5,038 | 6,952 |
| Property\tand\tequipment | 1,840 | 1,732 |
| Other\tintangible\tassets | 41 | 119 |
| Other | 48 | 12 |
| Total\tdeferred\ttax\tliabilities | 6,967 | 8,815 |
| Net\tdeferred\ttax\tliabilities | $3,537 | $4,938 |
| Classified\ton\tthe\tbalance\tsheet\tas: |  |  |
| Deferred\ttax\tliabilities | $3,537 | $4,938 |

On	December	22,	2017,	President	Trump	signed	the	Tax	Cuts	and	Jobs	Act	of	2017	("TCJA")	into	legislation.	The	TCJA	includes	numerous	changes	to	existing	tax	law, including	a	permanent	reduction	in	the	federal	corporate	income	tax	rate	from	35%	to	21%.	The	rate	reduction	takes	effect	on	January	1,	2018.	We	recognized	a	net	tax benefit	of	$2.2	billion	associated	with	enactment	of	the	TCJA	in	Income	tax	benefit	(expense)	in	our	Consolidated	Statements	of	Comprehensive	Income	in	the	fourth quarter	of	2017,	primarily	due	to	a	re-measurement	of	deferred	tax	assets	and	liabilities.

The	SEC	has	issued	Staff	Accounting	Bulletin	("SAB")	No.	118	which	permits	the	recording	of	provisional	amounts	related	to	the	impact	of	the	TCJA	during	a measurement	period	which	is	not	to	exceed	one	year	from	the	enactment	date	of	the	TCJA.	We	have	recorded	an	immaterial	amount	for	provisional	items	related	to	the TCJA	in	our	Consolidated	Statements	of	Comprehensive	Income.

As	of	December	31,	2017,	we	have	tax	effected	net	operating	loss	("NOL")	carryforwards	of	$1.0	billion	for	federal	income	tax	purposes	and	$832	million	for	state income	tax	purposes,	expiring	through	2037.	As	of	December	31,	2017,	our	tax	effected	federal	and	state	NOL	carryforwards	for	financial	reporting	purposes	were approximately	$123	million	and	$242	million,	respectively,	less	than	our	NOL	carryforwards	for	federal	and	state	income	tax	purposes,	due	to	unrecognized	tax	benefits of	the	same	amount.

As	of	December	31,	2017,	we	have	available	Alternative	Minimum	Tax	("AMT")	credit	carryforwards	of	$86	million.	Under	the	TCJA,	the	AMT	credits	will	be	fully recovered	by	2021.	We	also	have	research	and	development	and	foreign	tax	credit	carryforwards	with	a	combined	value	of	$198	million	for	federal	income	tax	purposes, which	begin	to	expire	in	2018.

As	of	December	31,	2017	and	2016,	our	valuation	allowance	was	$273	million	and	$573	million,	respectively.	The	change	in	the	valuation	allowance	is	primarily	related to	a	net	reduction	in	the	valuation	allowance	against	deferred	tax	assets	in	state	jurisdictions	that	resulted	in	the	recognition	of	$359	million	in	net	tax	benefits	in	2017, partially	offset	by	a	$26	million	valuation	allowance	established	during	2017	for	the	impact	of	the	TCJA	on	certain	tax	credits	and	a	$33	million	increase	in	the	valuation allowance	associated	with	the	reduced	federal	benefit	of	state	items.

During	2017,	due	to	ongoing	analysis	of	positive	and	negative	evidence	related	to	the	utilization	of	the	deferred	tax	assets,	we	determined	that	$319	million	of	the valuation	allowance	in	certain	state	jurisdictions	was	no	longer	necessary.	Positive	evidence	supporting	the	release	of	a	portion	of	the	valuation	allowance	included reaching	a	position	of	cumulative	income	over	a	three-year	period	in	certain	state	jurisdictions	as	well	as	projecting	sustained	earnings	in	those	jurisdictions.	Due	to	this positive	evidence,	we	reduced	the	valuation	allowance	which	resulted	in	a	decrease	to	Deferred	tax	liabilities	in	our	Consolidated

Balance	Sheets.	We	will	continue	to	monitor	positive	and	negative	evidence	related	to	the	utilization	of	the	remaining	deferred	tax	assets	for	which	a	valuation	allowance continues	to	be	provided.	It	is	possible	that	our	valuation	allowance	may	change	within	the	next	twelve	months.

We	file	income	tax	returns	in	the	U.S.	federal	jurisdiction,	various	state	jurisdictions	and	in	Puerto	Rico.	We	are	currently	under	a	scope-limited	examination	by	the	U.S. Internal	Revenue	Service	("IRS")	and	separate	examinations	by	various	states.	Management	does	not	believe	the	resolution	of	any	of	the	audits	will	result	in	a	material change	to	our	financial	condition,	results	of	operations	or	cash	flows.	The	IRS	has	concluded	its	audits	of	our	federal	tax	returns	through	the	2013	tax	year;	however, NOL	and	other	carryforwards	for	certain	audited	periods	remain	open	for	examination.	We	are	generally	closed	to	U.S.	federal,	state	and	Puerto	Rico	examination	for years	prior	to	1998.

A	reconciliation	of	the	beginning	and	ending	amount	of	unrecognized	tax	benefits	were	as	follows:

| (in	millions) | 2017 | 2016 | 2015 |
| :--- | :--- | :--- | :--- |
| Unrecognized\ttax\tbenefits,\tbeginning\tof\tyear | $410 | $411 | $388 |
| Gross\tdecreases\tto\ttax\tpositions\tin\tprior\tperiods | (10) | (5) | (112) |
| Gross\tincreases\tto\tcurrent\tperiod\ttax\tpositions | 12 | 4 | 135 |
| Unrecognized\ttax\tbenefits,\tend\tof\tyear | $412 | $410 | $411 |

As	of	December	31,	2017	and	2016,	we	had	$254	million	and	$168	million,	respectively,	in	unrecognized	tax	benefits	that,	if	recognized,	would	affect	our	annual effective	tax	rate.	Penalties	and	interest	on	income	tax	assessments	are	included	in	Selling,	general	and	administrative	expenses	and	Interest	expense,	respectively,	in	our Consolidated	Statements	of	Comprehensive	Income.	The	accrued	interest	and	penalties	associated	with	unrecognized	tax	benefits	are	insignificant.

# Note	12	–	Earnings	Per	Share

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

| (in	millions,	except	shares	and	per	share	amounts) | 2017 | 2016 | 2015 |
| :--- | :--- | :--- | :--- |
| Net\tincome | $4,536 | $1,460 | $733 |
| Less:\tDividends\ton\tmandatory\tconvertible\tpreferred\tstock | (55) | (55) | (55) |
| Net\tincome\tattributable\tto\tcommon\tstockholders\t-\tbasic | 4,481 | 1,405 | 678 |
| Add:\tDividends\trelated\tto\tmandatory\tconvertible\tpreferred\tstock | 55 | — | — |
| Net\tincome\tattributable\tto\tcommon\tstockholders\t-\tdiluted | $4,536 | $1,405 | $678 |
| Weighted\taverage\tshares\toutstanding\t-\tbasic | 831,850,073 | 822,470,275 | 812,994,028 |
| Effect\tof\tdilutive\tsecurities: |  |  |  |
| Outstanding\tstock\toptions\tand\tunvested\tstock\tawards | 9,200,873 | 10,584,270 | 9,623,910 |
| Mandatory\tconvertible\tpreferred\tstock | 30,736,504 | — | — |
| Weighted\taverage\tshares\toutstanding\t-\tdiluted | 871,787,450 | 833,054,545 | 822,617,938 |
| Earnings\tper\tshare\t-\tbasic | $5.39 | $1.71 | $0.83 |
| Earnings\tper\tshare\t-\tdiluted | $5.20 | $1.69 | $0.82 |
| Potentially\tdilutive\tsecurities: |  |  |  |
|  | 33,980 | 3,528,683 | 4,842,370 |
| Outstanding\tstock\toptions\tand\tunvested\tstock\tawards\nMandatory\tconvertible\tpreferred\tstock | — | 32,238,000 | 32,238,000 |

As	of	December	15,	2017,	20	million	shares	of	our	preferred	stock	converted	to	approximately	32	million	shares	of	our	common	stock	at	a	conversion	rate	of	1.6119 common	shares	for	each	share	of	previously	outstanding	preferred	stock	and	certain	cash-in-lieu	of	fractional	shares.

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

# Note	13	–	Commitments	and	Contingencies

# Commitments

# Operating	Leases

We	have	non-cancellable	operating	leases	for	cell	sites,	switch	sites,	retail	stores	and	office	facilities	with	contractual	terms	expiring	through	2027.	The	majority	of	cell site	leases	have	an	initial	non-cancelable	term	of	five	to	ten	years	with	several	renewal	options.	In	addition,	we	have	operating	leases	for	dedicated	transportation	lines with	varying	expiration	terms	through	2024.	Our	commitments	under	these	leases	are	approximately	$2.4	billion	in	2018,	$4.1	billion	in	total	for	2019	and	2020,	$2.7 billion	in	total	for	2021	and	2022	and	$2.3	billion	in	total	for	years	thereafter.

As	of	December	31,	2017,	we	were	contingently	liable	for	future	ground	lease	payments	related	to	the	tower	obligations.	These	contingent	obligations	are	not	included	in the	above	table	as	the	amounts	due	are	contractually	owed	by	CCI	based	on	the	subleasing	arrangement.	See	Note	8	–	Tower	Obligations	for	further	information.

Total	rent	expense	under	operating	leases,	including	dedicated	transportation	lines,	was	$2.9	billion,	$2.8	billion	and	$2.8	billion	for	the	years	ended	December	31,	2017, 2016	and	2015,	respectively,	and	is	classified	as	Cost	of	services	and	Selling,	general	and	administrative	in	our	Consolidated	Statements	of	Comprehensive	Income.

In	February	2018,	we	extended	the	leases	related	to	our	corporate	headquarters	facility.	These	agreements	will	increase	our	minimum	lease	payments	by	approximately $400	million	in	the	aggregate.

# Purchase	Commitments

We	have	commitments	for	non-dedicated	transportation	lines	with	varying	expiration	terms	through	2028.	In	addition,	we	have	commitments	to	purchase	spectrum licenses,	wireless	devices,	network	services,	equipment,	software,	marketing	sponsorship	agreements	and	other	items	in	the	ordinary	course	of	business,	with	various terms	through	2028.	These	amounts	are	not	reflective	of	our	entire	anticipated	purchases	under	the	related	agreements,	but	are	determined	based	on	the	non-cancelable quantities	or	termination	amounts	to	which	we	are	contractually	obligated.

We	have	contractual	obligations	to	purchase	certain	goods	and	services	from	various	other	parties.	Our	purchase	obligations	are	approximately	$2.1	billion	in	2018,	$2.2 billion	in	total	for	2019	and	2020,	$1.5	billion	in	total	for	2021	and	2022	and	$1.0	billion	in	total	for	years	thereafter.

In	September	2017,	we	entered	into	a	UPA	to	acquire	the	remaining	equity	in	IWS,	a	54%	owned	unconsolidated	subsidiary,	for	a	purchase	price	of	$25	million.	In January	2018,	we	closed	on	the	purchase	agreement	and	received	the	IWS	spectrum	licenses,	among	other	assets.	See	Note	5	-	Goodwill,	Spectrum	Licenses	and	Other Intangible	Assets	for	further	information.

On	January	22,	2018,	we	completed	our	acquisition	of	television	innovator	Layer3	TV	for	consideration	of	approximately	$325	million,	subject	to	customary	working capital	and	other	post-closing	adjustments.	Upon	closing	of	the	transaction,	Layer3	TV	became	a	wholly-owned	consolidated	subsidiary.	This	transaction	represents	an opportunity	for	us	to	acquire	a	unique	and	complementary	service	and	represents	a	progression	in	our	video	strategy,	which	began	with	Binge	On,	was	strengthened	with Netflix	On	Us,	and	will	expand	further	with	Layer3	TV's	management,	technology,	and	content	relationships	which	will	enable	us	to	bring	the	Un-carrier	philosophy	to video.

Our	first-quarter	2018	operating	results	will	include	the	results	of	Layer3	TV	from	the	date	of	acquisition.	Our	consolidated	balance	sheet	will	include	the	assets	and liabilities	of	Layer3	TV,	such	as	intangibles	assets	acquired,	which	are	being	appraised	by	a	third-party	and	include	various	assumptions	in	determining	fair	value.

# Renewable	Energy	Purchase	Agreements

In	January	2017,	T-Mobile	USA	entered	into	a	REPA	with	Red	Dirt	Wind	Project,	LLC.	The	agreement	is	based	on	the	expected	operation	of	a	wind	energy-generating facility	located	in	Oklahoma	and	will	remain	in	effect	until	the	twelfth	anniversary	of	the	facility's	entry	into	commercial	operation.	The	facility	began	commercial operations	in	January	2018.	The	REPA	consists	of	two	components:	(1)	an	energy	forward	agreement	that	is	net	settled	based	on	energy	prices	and	the	energy	output generated	by	the	facility	and	(2)	a	commitment	to	purchase	the	renewable	energy	credits	("RECs")	associated	with	the	energy	output	generated	by	the	facility.	T-Mobile USA	will	net	settle	the	forward	agreement	and	acquire	the	RECs	monthly	by	paying,	or	receiving,	an	aggregate	net	payment	based	on	two	variables	(1)	the	facility's energy	output,	which	has	an	estimated

maximum	capacity	of	approximately	160	megawatts	and	(2)	the	difference	between	(a)	an	initial	fixed	price,	subject	to	annual	escalation,	and	(b)	current	local	marginal energy	prices	during	the	monthly	settlement	period.	We	have	determined	that	the	REPA	does	not	meet	the	definition	of	a	derivative	because	the	expected	energy	output of	the	facility	may	not	be	reliably	estimated	(the	arrangement	lacks	a	notional	amount).	The	REPA	does	not	contain	any	unconditional	purchase	obligations	because amounts	under	the	agreement	are	not	fixed	and	determinable.	Our	participation	in	the	REPA	did	not	require	an	upfront	investment	or	capital	commitment.	We	do	not control	the	activities	that	most	significantly	impact	the	energy-generating	facility	nor	do	we	receive	specific	energy	output	from	it.	No	amounts	were	settled	under	the agreement	during	the	year	ended	December	31,	2017.

In	August	2017,	T-Mobile	USA	entered	into	a	REPA	with	Solomon	Forks	Wind	Project,	LLC.	The	agreement	is	based	on	the	expected	operation	of	a	wind	energy- generating	facility	located	in	Kansas	and	will	remain	in	effect	until	the	fifteenth	anniversary	of	the	facility's	entry	into	commercial	operation.	Commercial	operation	of the	facility	is	expected	to	occur	by	the	end	of	2018.	The	REPA	consists	of	two	components:	(1)	an	energy	forward	agreement	that	is	net	settled	based	on	energy	prices and	the	energy	output	generated	by	the	facility	and	(2)	a	commitment	to	purchase	the	environmental	attributes	("EACs")	associated	with	the	energy	output	generated	by the	facility.	T-Mobile	USA	will	net	settle	the	forward	agreement	and	acquire	the	EACs	monthly	by	paying,	or	receiving,	an	aggregate	net	payment	based	on	two variables	(1)	the	facility's	energy	output,	which	has	an	estimated	maximum	capacity	of	approximately	160	megawatts	and	(2)	the	difference	between	(a)	an	initial	fixed price,	subject	to	annual	escalation,	and	(b)	current	local	marginal	energy	prices	during	the	monthly	settlement	period.	We	have	determined	that	the	REPA	does	not	meet the	definition	of	a	derivative	because	the	expected	energy	output	of	the	facility	may	not	be	reliably	estimated	(the	arrangement	lacks	a	notional	amount).	The	REPA	does not	contain	any	unconditional	purchase	obligations	because	amounts	under	the	agreement	are	not	fixed	and	determinable.	Our	participation	in	the	REPA	did	not	require an	upfront	investment	or	capital	commitment.	We	do	not	control	the	activities	that	most	significantly	impact	the	energy-generating	facility	nor	do	we	receive	specific energy	output	from	it.	No	amounts	were	settled	under	the	agreement	during	the	year	ended	December	31,	2017.

# Contingencies	and	Litigation

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

# Note	14	–	Additional	Financial	Information

# Supplemental	Consolidated	Balance	Sheets	Information

# Accounts	Payable	and	Accrued	Liabilities

Accounts	payable	and	accrued	liabilities	are	summarized	as	follows:

| (in	millions) | December	31,<br>2017 | December	31,<br>2016 |
| :--- | :--- | :--- |
| Accounts\tpayable | $6,182 | $5,163 |
| Payroll\tand\trelated\tbenefits | 614 | 559 |
| Property\tand\tother\ttaxes,\tincluding\tpayroll | 620 | 525 |
| Interest | 253 | 423 |
| Commissions | 324 | 159 |
| Network\tdecommissioning | 92 | 101 |
| Toll\tand\tinterconnect | 109 | 85 |
| Advertising | 46 | 44 |
| Other | 288 | 93 |
| Accounts\tpayable\tand\taccrued\tliabilities | $8,528 | $7,152 |

Book	overdrafts	included	in	accounts	payable	and	accrued	liabilities	were	$455	million	and	$356	million	as	of	December	31,	2017	and	2016,	respectively.

During	the	third	and	fourth	quarters	of	2017,	our	operations	in	Texas,	Florida	and	Puerto	Rico	experienced	losses	related	to	hurricanes.	The	impact	to	operating	income for	the	year	ended	December	31,	2017,	from	lost	revenue,	assets	damaged	or	destroyed	and	other	hurricane	related	costs	was	a	decrease	of	$201	million,	net	of	insurance recoveries.	We	expect	additional	expenses	to	be	incurred	and	customer	activity	to	be	impacted	in	the	first	quarter	of	2018,	primarily	related	to	our	operations	in	Puerto Rico.	We	have	recognized	insurance	recoveries	related	to	those	hurricane	losses	in	the	amount	of	approximately	$93	million	for	the	year	ended	December	31,	2017	as	an offset	to	the	costs	incurred	within	Cost	of	services	in	our	Consolidated	Statements	of	Comprehensive	Income	and	as	an	increase	to	Other	current	assets	in	our Consolidated	Balance	Sheets.	We	continue	to	assess	the	damage	of	the	hurricanes	and	work	with	our	insurance	carriers	to	submit	claims	for	property	damage	and business	interruption.	We	expect	to	record	additional	insurance	recoveries	related	to	these	hurricanes	in	future	periods.

# Supplemental	Consolidated	Statements	of	Comprehensive	Income	Information

We	have	related	party	transactions	associated	with	Deutsche	Telekom	or	its	affiliates	in	the	ordinary	course	of	business,	which	are	included	in	the	consolidated	financial statements.

The	following	table	summarizes	the	impact	of	significant	transactions	with	Deutsche	Telekom	or	its	affiliates	included	in	operating	expenses	in	the	Consolidated Statements	of	Comprehensive	Income:

| (in	millions) | 2017 | 2016 | 2015 |
| :--- | :--- | :--- | :--- |
| Discount\trelated\tto\troaming\texpenses | $— | $(15) | $(21) |
| Fees\tincurred\tfor\tuse\tof\tthe\tT-Mobile\tbrand | 79 | 74 | 65 |
| Expenses\tfor\ttelecommunications\tand\tIT\tservices | 12 | 25 | 23 |
| International\tlong\tdistance\tagreement | 55 | 60 | — |

We	have	an	agreement	with	Deutsche	Telekom	for	the	reimbursement	of	certain	administrative	expenses,	which	were	$11	million,	$11	million,	and	$2	million	for	the years	ended	December	31,	2017,	2016	and	2015,	respectively.

# Note	15	–	Subsequent	Events

On	January	1,	2018,	we	closed	on	a	UPA	to	acquire	the	remaining	equity	in	IWS,	a	54%	owned	unconsolidated	subsidiary,	for	a	purchase	price	of	$25	million.	See	Note 5	-	Goodwill,	Spectrum	Licenses	and	Other	Intangible	Assets	for	further	information.

On	January	22,	2018,	we	completed	our	acquisition	of	television	innovator	Layer3	TV	for	consideration	of	approximately	$325	million,	subject	to	customary	working capital	and	other	post-closing	adjustments.	See	Note	13	-	Commitments	and	Contingencies	for	further	information.

In	January	2018,	we	redeemed	$1.0	billion	aggregate	principal	amount	of	our	6.125%	Senior	Notes	due	2022	and	issued	$1.0	billion	of	public	4.500%	Senior	Notes	due 2026	and	issued	$1.5	billion	of	public	4.750%	Senior	Notes	due	2028.	Additionally	in	January	2018,	DT	agreed	to	purchase	$1.0	billion	in	aggregate	principal	amount of	4.500%	Senior	Notes	due	2026	and	$1.5	billion	in	aggregate	principal	amount	of	4.750%	Senior	Notes	due	2028	directly	from	T-Mobile	USA	and	certain	of	its affiliates,	as	guarantors,	with	no	underwriting	discount.	See	Note	7	-	Debt	for	further	information.

In	February	2018,	the	service	receivable	sale	arrangement	was	amended	to	extend	the	scheduled	expiration	date	to	March	2019.	See	Note	3	-	Sales	of	Certain Receivables	for	further	information.

In	February	2018,	we	extended	the	leases	related	to	our	corporate	headquarters	facility.	See	Note	13	-	Commitments	and	Contingencies	for	further	information.

Through	February	5,	2018,	we	made	additional	repurchases	of	our	common	stock.	See	Note	10	-	Repurchases	of	Common	Stock	for	further	information.

# Note	16	–	Guarantor	Financial	Information

Pursuant	to	the	applicable	indentures	and	supplemental	indentures,	the	long-term	debt	to	affiliates	and	third	parties,	excluding	Senior	Secured	Term	Loans	and	capital leases,	issued	by	T-Mobile	USA	("Issuer")	is	fully	and	unconditionally	guaranteed,	jointly	and	severally,	on	a	senior	unsecured	basis	by	T-Mobile	("Parent")	and	certain of	the	Issuer's	100%	owned	subsidiaries	("Guarantor	Subsidiaries").

In	January	2017,	T-Mobile	USA,	and	certain	of	its	affiliates,	as	guarantors,	borrowed	$4.0	billion	under	the	Incremental	Term	Loan	Facility	to	refinance	$1.98	billion	of outstanding	secured	term	loans	under	its	Term	Loan	Credit	Agreement	dated	November	9,	2015,	with	the	remaining	net	proceeds	from	the	transaction	intended	to	be used	to	redeem	callable	high	yield	debt.

In	March	2017,	T-Mobile	USA	and	certain	of	its	affiliates,	as	guarantors,	(i)	issued	$500	million	in	aggregate	principal	amount	of	public	4.000%	Senior	Notes	due	2022, (ii)	issued	$500	million	in	aggregate	principal	amount	of	public	5.125%	Senior	Notes	due	2025	and	(iii)	issued	$500	million	in	aggregate	principal	amount	of	public 5.375%	Senior	Notes	due	2027.

In	April	2017,	T-Mobile	USA	and	certain	of	its	affiliates,	as	guarantors,	(i)	issued	$1.0	billion	in	aggregate	principal	amount	of	4.000%	Senior	Notes	due	2022,	(ii) issued	$1.25	billion	in	aggregate	principal	amount	of	5.125%	Senior	Notes	due	2025	and	(iii)	issued	$750	million	in	aggregate	principal	amount	of	5.375%	Senior	Notes due	2027.	Additionally,	T-Mobile	USA	and	certain	of	its	affiliates,	as	guarantors,	redeemed	through	net	settlement,	the	$1.25	billion	outstanding	aggregate	principal amount	of	the	6.288%	Senior	Reset	Notes	to	affiliates	due	2019	and	$1.25	billion	in	aggregate	principal	amount	of	the	6.366%	Senior	Reset	Notes	to	affiliates	due	2020.

In	May	2017,	T-Mobile	USA	and	certain	of	its	affiliates,	as	guarantors,	(i)	issued	$2.0	billion	in	aggregate	principal	amount	of	5.300%	Senior	Notes	due	2021,	(ii) issued	$1.35	billion	in	aggregate	principal	amount	of	6.000%	Senior	Notes	due	2024	and	(iii)	issued	$650	million	in	aggregate	principal	amount	of	6.000%	Senior	Notes due	2024.

In	September	2017,	T-Mobile	USA	and	certain	of	its	affiliates,	as	guarantors,	issued	the	remaining	$500	million	in	aggregate	principal	amount	of	5.375%	Senior	Notes due	2027.

See	Note	7	-	Debt	for	further	information.

The	guarantees	of	the	Guarantor	Subsidiaries	are	subject	to	release	in	limited	circumstances	only	upon	the	occurrence	of	certain	customary	conditions.	The	indentures and	credit	facilities	governing	the	long-term	debt	contain	covenants	that,	among	other	things,	limit	the	ability	of	the	Issuer	and	the	Guarantor	Subsidiaries	to:	incur	more debt;	pay	dividends	and	make	distributions;	make	certain	investments;	repurchase	stock;	create	liens	or	other	encumbrances;	enter	into	transactions	with	affiliates;	enter

into	transactions	that	restrict	dividends	or	distributions	from	subsidiaries;	and	merge,	consolidate,	or	sell,	or	otherwise	dispose	of,	substantially	all	of	their	assets.	Certain provisions	of	each	of	the	credit	facilities,	indentures	and	supplemental	indentures	relating	to	the	long-term	debt	restrict	the	ability	of	the	Issuer	to	loan	funds	or	make payments	to	Parent.	However,	the	Issuer	and	Guarantor	Subsidiaries	are	allowed	to	make	certain	permitted	payments	to	the	Parent	under	the	terms	of	the	indentures	and the	supplemental	indentures.

During	the	preparation	of	the	condensed	consolidating	financial	information	of	T-Mobile	US,	Inc.	and	Subsidiaries	for	the	year	ended	December	31,	2017,	it	was determined	that	certain	intercompany	advances	were	misclassified	in	Net	cash	provided	by	(used	in)	operating	activities	and	Net	cash	(used	in)	provided	by	financing activities	in	the	Condensed	Consolidating	Statement	of	Cash	Flows	Information	for	the	years	ended	December	31,	2016	and	2015,	as	filed	in	our	2016	Form	10-K.	We have	revised	the	Issuer,	Guarantor	Subsidiaries	and	Non-Guarantor	Subsidiaries	columns	of	the	Condensed	Consolidating	Statement	of	Cash	Flows	Information	to reclassify	Intercompany	advances,	net	from	Net	cash	provided	by	(used	in)	operating	activities	to	Net	cash	(used	in)	provided	by	financing	activities.	The	impacts	to	the Issuer,	Guarantor	Subsidiaries	and	Non-Guarantor	Subsidiaries	columns	for	the	year	ended	December	31,	2016	were	$696	million,	$625	million	and	$71	million, respectively.	The	impacts	to	the	Issuer,	Guarantor	Subsidiaries	and	Non-Guarantor	Subsidiaries	columns	for	the	year	ended	December	31,	2015	were	$3.4	billion,	$3.3 billion	and	$69	million,	respectively.	The	revisions,	which	we	have	determined	are	not	material,	are	eliminated	upon	consolidation	and	have	no	impact	on	our consolidated	cash	flows.

Presented	below	is	the	condensed	consolidating	financial	information	as	of	December	31,	2017	and	December	31,	2016,	and	for	the	years	ended	December	31,	2017, 2016,	and	2015.

# Condensed	Consolidating	Balance	Sheet	Information

| (in	millions) | Parent | Issuer | Guarantor<br>Subsidiaries | Non-Guarantor<br>Subsidiaries | Consolidating	and<br>Eliminating<br>Adjustments | Consolidated |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Assets |  |  |  |  |  |  |
| Current\tassets |  |  |  |  |  |  |
| Cash\tand\tcash\tequivalents | $74 | $1 | $1,086 | $58 | $— | $1,219 |
| Accounts\treceivable,\tnet | — | — | 1,659 | 256 | — | 1,915 |
| Equipment\tinstallment\tplan\treceivables,\tnet | — | — | 2,290 | — | — | 2,290 |
| Accounts\treceivable\tfrom\taffiliates | — | — | 22 | — | — | 22 |
| Inventories | — | — | 1,566 | — | — | 1,566 |
| Other\tcurrent\tassets | — | — | 1,275 | 628 | — | 1,903 |
| Total\tcurrent\tassets | 74 | 1 | 7,898 | 942 | — | 8,915 |
| Property\tand\tequipment,\tnet\t(1) | — | — | 21,890 | 306 | — | 22,196 |
| Goodwill | — | — | 1,683 | — | — | 1,683 |
| Spectrum\tlicenses | — | — | 35,366 | — | — | 35,366 |
| Other\tintangible\tassets,\tnet | — | — | 217 | — | — | 217 |
| Investments\tin\tsubsidiaries,\tnet | 22,534 | 40,988 | — | — | (63,522) | — |
| Intercompany\treceivables\tand\tnote\treceivables | — | 8,503 | — | — | (8,503) | — |
| Equipment\tinstallment\tplan\treceivables\tdue\tafter\tone\nyear,\tnet | — | — | 1,274 | — | — | 1,274 |
| Other\tassets | — | 2 | 814 | 236 | (140) | 912 |
| Total\tassets | $22,608 | $49,494 | $69,142 | $1,484 | $(72,165) | $70,563 |
| Liabilities\tand\tStockholders'\tEquity |  |  |  |  |  |  |
| Current\tliabilities |  |  |  |  |  |  |
| Accounts\tpayable\tand\taccrued\tliabilities | $— | $253 | $8,014 | $261 | $— | $8,528 |
| Payables\tto\taffiliates | — | 146 | 36 | — | — | 182 |
| Short-term\tdebt | — | 999 | 613 | — | — | 1,612 |
| Deferred\trevenue | — | — | 779 | — | — | 779 |
| Other\tcurrent\tliabilities | 17 | — | 192 | 205 | — | 414 |
| Total\tcurrent\tliabilities | 17 | 1,398 | 9,634 | 466 | — | 11,515 |
| Long-term\tdebt | — | 10,911 | 1,210 | — | — | 12,121 |
| Long-term\tdebt\tto\taffiliates | — | 14,586 | — | — | — | 14,586 |
| Tower\tobligations\t(1) | — | — | 392 | 2,198 | — | 2,590 |
| Deferred\ttax\tliabilities | — | — | 3,677 | — | (140) | 3,537 |
| Deferred\trent\texpense | — | — | 2,720 | — | — | 2,720 |
| Negative\tcarrying\tvalue\tof\tsubsidiaries,\tnet | — | — | 629 | — | (629) | — |
| Intercompany\tpayables\tand\tdebt | 32 | — | 8,201 | 270 | (8,503) | — |
| Other\tlong-term\tliabilities | — | 65 | 866 | 4 | — | 935 |
| Total\tlong-term\tliabilities | 32 | 25,562 | 17,695 | 2,472 | (9,272) | 36,489 |
| Total\tstockholders'\tequity\t(deficit) | 22,559 | 22,534 | 41,813 | (1,454) | (62,893) | 22,559 |
| Total\tliabilities\tand\tstockholders'\tequity | $22,608 | $49,494 | $69,142 | $1,484 | $(72,165) | $70,563 |

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

Note	8	–	Tower	Obligations	for	further	information.

| (in	millions) | Parent | Issuer | Guarantor<br>Subsidiaries | Non-Guarantor<br>Subsidiaries | Consolidating	and<br>Eliminating<br>Adjustments | Consolidated |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Assets |  |  |  |  |  |  |
| Current\tassets |  |  |  |  |  |  |
| Cash\tand\tcash\tequivalents | $358 | $2,733 | $2,342 | $67 | $— | $5,500 |
| Accounts\treceivable,\tnet | — | — | 1,675 | 221 | — | 1,896 |
| Equipment\tinstallment\tplan\treceivables,\tnet | — | — | 1,930 | — | — | 1,930 |
| Accounts\treceivable\tfrom\taffiliates | — | — | 40 | — | — | 40 |
| Inventories | — | — | 1,111 | — | — | 1,111 |
| Asset\tpurchase\tdeposit | — | — | 2,203 | — | — | 2,203 |
| Other\tcurrent\tassets | — | — | 972 | 565 | — | 1,537 |
| Total\tcurrent\tassets | 358 | 2,733 | 10,273 | 853 | — | 14,217 |
| Property\tand\tequipment,\tnet\t(1) | — | — | 20,568 | 375 | — | 20,943 |
| Goodwill | — | — | 1,683 | — | — | 1,683 |
| Spectrum\tlicenses | — | — | 27,014 | — | — | 27,014 |
| Other\tintangible\tassets,\tnet | — | — | 376 | — | — | 376 |
| Investments\tin\tsubsidiaries,\tnet | 17,682 | 35,095 | — | — | (52,777) | — |
| Intercompany\treceivables\tand\tnote\treceivables | 196 | 6,826 | — | — | (7,022) | — |
| Equipment\tinstallment\tplan\treceivables\tdue\tafter\tone\nyear,\tnet | — | — | 984 | — | — | 984 |
| Other\tassets | — | 7 | 600 | 262 | (195) | 674 |
| Total\tassets | $18,236 | $44,661 | $61,498 | $1,490 | $(59,994) | $65,891 |
| Liabilities\tand\tStockholders'\tEquity |  |  |  |  |  |  |
| Current\tliabilities |  |  |  |  |  |  |
| Accounts\tpayable\tand\taccrued\tliabilities | $— | $423 | $6,474 | $255 | $— | $7,152 |
| Payables\tto\taffiliates | — | 79 | 46 | — | — | 125 |
| Short-term\tdebt | — | 20 | 334 | — | — | 354 |
| Deferred\trevenue | — | — | 986 | — | — | 986 |
| Other\tcurrent\tliabilities | — | — | 258 | 147 | — | 405 |
| Total\tcurrent\tliabilities | — | 522 | 8,098 | 402 | — | 9,022 |
| Long-term\tdebt | — | 20,741 | 1,091 | — | — | 21,832 |
| Long-term\tdebt\tto\taffiliates | — | 5,600 | — | — | — | 5,600 |
| Tower\tobligations\t(1) | — | — | 400 | 2,221 | — | 2,621 |
| Deferred\ttax\tliabilities | — | — | 5,133 | — | (195) | 4,938 |
| Deferred\trent\texpense | — | — | 2,616 | — | — | 2,616 |
| Negative\tcarrying\tvalue\tof\tsubsidiaries,\tnet | — | — | 568 | — | (568) | — |
| Intercompany\tpayables\tand\tdebt | — | — | 6,785 | 237 | (7,022) | — |
| Other\tlong-term\tliabilities | — | 116 | 906 | 4 | — | 1,026 |
| Total\tlong-term\tliabilities | — | 26,457 | 17,499 | 2,462 | (7,785) | 38,633 |
| Total\tstockholders'\tequity\t(deficit) | 18,236 | 17,682 | 35,901 | (1,374) | (52,209) | 18,236 |
| Total\tliabilities\tand\tstockholders'\tequity | $18,236 | $44,661 | $61,498 | $1,490 | $(59,994) | $65,891 |

# Condensed	Consolidating	Statement	of	Comprehensive	Income	Information

| (in	millions) | Parent | Issuer | Guarantor<br>Subsidiaries | Non-Guarantor<br>Subsidiaries | Consolidating	and<br>Eliminating<br>Adjustments | Consolidated |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Revenues |  |  |  |  |  |  |
| Service\trevenues | $— | $— | $28,894 | $2,113 | $(847) | $30,160 |
| Equipment\trevenues | — | — | 9,620 | — | (245) | 9,375 |
| Other\trevenues | — | 3 | 879 | 212 | (25) | 1,069 |
| Total\trevenues | — | 3 | 39,393 | 2,325 | (1,117) | 40,604 |
| Operating\texpenses |  |  |  |  |  |  |
| Cost\tof\tservices,\texclusive\tof\tdepreciation\tand\namortization\tshown\tseparately\tbelow | — | — | 6,076 | 24 | — | 6,100 |
| Cost\tof\tequipment\tsales | — | — | 10,849 | 1,003 | (244) | 11,608 |
| Selling,\tgeneral\tand\tadministrative | — | — | 12,276 | 856 | (873) | 12,259 |
| Depreciation\tand\tamortization | — | — | 5,914 | 70 | — | 5,984 |
| Gains\ton\tdisposal\tof\tspectrum\tlicenses | — | — | (235) | — | — | (235) |
| Total\toperating\texpense | — | — | 34,880 | 1,953 | (1,117) | 35,716 |
| Operating\tincome | — | 3 | 4,513 | 372 | — | 4,888 |
| Other\tincome\t(expense) |  |  |  |  |  |  |
| Interest\texpense | — | (811) | (109) | (191) | — | (1,111) |
| Interest\texpense\tto\taffiliates | — | (560) | (23) | — | 23 | (560) |
| Interest\tincome | 1 | 29 | 10 | — | (23) | 17 |
| Other\t(expense)\tincome,\tnet | — | (88) | 16 | (1) | — | (73) |
| Total\tother\tincome\t(expense),\tnet | 1 | (1,430) | (106) | (192) | — | (1,727) |
| Income\t(loss)\tbefore\tincome\ttaxes | 1 | (1,427) | 4,407 | 180 | — | 3,161 |
| Income\ttax\tbenefit\t(expense) | — | — | 1,527 | (152) | — | 1,375 |
| Earnings\t(loss)\tof\tsubsidiaries | 4,535 | 5,962 | (57) | — | (10,440) | — |
| Net\tincome | 4,536 | 4,535 | 5,877 | 28 | (10,440) | 4,536 |
| Dividends\ton\tpreferred\tstock | (55) | — | — | — | — | (55) |
| Net\tincome\tattributable\tto\tcommon\tstockholders | $4,481 | $4,535 | $5,877 | $28 | $(10,440) | $4,481 |
| Net\tIncome | $4,536 | $4,535 | $5,877 | $28 | $(10,440) | $4,536 |
| Other\tcomprehensive\tincome,\tnet\tof\ttax |  |  |  |  |  |  |
| Other\tcomprehensive\tincome,\tnet\tof\ttax | 7 | 7 | 7 | — | (14) | 7 |
| Total\tcomprehensive\tincome | $4,543 | $4,542 | $5,884 | $28 | $(10,454) | $4,543 |

|  |  |  | Guarantor |  |  |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | Subsidiaries\t(As |  |  | Consolidating\tand | Consolidated\t(As |
|  |  |  | adjusted\t-\tSee\tNote |  | Non-Guarantor | Eliminating | adjusted\t-\tSee\tNote |
| (in\tmillions) | Parent | Issuer | 1) |  | Subsidiaries | Adjustments | 1) |
| Revenues |  |  |  |  |  |  |  |
| Service\trevenues | $— | $— | $26,613 |  | $2,023 | $(792) | $27,844 |
| Equipment\trevenues | — | — | 9,145 |  | — | (418) | 8,727 |
| Other\trevenues | — | 3 | 739 | (1) | 195 | (18) | 919 |
| Total\trevenues | — | 3 | 36,497 | (1) | 2,218 | (1,228) | 37,490 |
| Operating\texpenses |  |  |  |  |  |  |  |
| Cost\tof\tservices,\texclusive\tof\tdepreciation\tand\namortization\tshown\tseparately\tbelow | — | — | 5,707 |  | 24 | — | 5,731 |
| Cost\tof\tequipment\tsales | — | — | 10,209 |  | 1,027 | (417) | 10,819 |
| Selling,\tgeneral\tand\tadministrative | — | — | 11,321 |  | 868 | (811) | 11,378 |
| Depreciation\tand\tamortization | — | — | 6,165 |  | 78 | — | 6,243 |
| Cost\tof\tMetroPCS\tbusiness\tcombination | — | — | 104 |  | — | — | 104 |
| Gains\ton\tdisposal\tof\tspectrum\tlicenses | — | — | (835) |  | — | — | (835) |
| Total\toperating\texpenses | — | — | 32,671 |  | 1,997 | (1,228) | 33,440 |
| Operating\tincome | — | 3 | 3,826 | (1) | 221 | — | 4,050 |
| Other\tincome\t(expense) |  |  |  |  |  |  |  |
| Interest\texpense | — | (1,147) | (82) |  | (189) | — | (1,418) |
| Interest\texpense\tto\taffiliates | — | (312) | — |  | — | — | (312) |
| Interest\tincome\t(expense) | — | 31 | (18) | (1) | — | — | 13 |
| Other\tincome\t(expense),\tnet | — | 2 | (8) |  | — | — | (6) |
| Total\tother\texpense,\tnet | — | (1,426) | (108) | (1) | (189) | — | (1,723) |
| Income\t(loss)\tbefore\tincome\ttaxes | — | (1,423) | 3,718 |  | 32 | — | 2,327 |
| Income\ttax\texpense | — | — | (857) |  | (10) | — | (867) |
| Earnings\t(loss)\tof\tsubsidiaries | 1,460 | 2,883 | (17) |  | — | (4,326) | — |
| Net\tincome | 1,460 | 1,460 | 2,844 |  | 22 | (4,326) | 1,460 |
| Dividends\ton\tpreferred\tstock | (55) | — | — |  | — | — | (55) |
| Net\tincome\tattributable\tto\tcommon\nstockholders | $1,405 | $1,460 | $2,844 |  | $22 | $(4,326) | $1,405 |
| Net\tincome | $1,460 | $1,460 | $2,844 |  | $22 | $(4,326) | $1,460 |
| Other\tcomprehensive\tincome,\tnet\tof\ttax |  |  |  |  |  |  |  |
| Other\tcomprehensive\tincome,\tnet\tof\ttax | 2 | 2 | 2 |  | 2 | (6) | 2 |
| Total\tcomprehensive\tincome | $1,462 | $1,462 | $2,846 |  | $24 | $(4,332) | $1,462 |

(1) The	amortized	imputed	discount	on	EIP	receivables	previously	recognized	as	Interest	income	has	been	retrospectively	reclassified	as	Other	revenues.	See	 Note	1	-	Summary	of	Significant Accounting	Policies	for	further	information.

|  |  |  | Guarantor |  |  |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | Subsidiaries\t(As |  |  | Consolidating\tand | Consolidated\t(As |
|  |  |  | adjusted\t-\tSee\tNote |  | Non-Guarantor | Eliminating | adjusted\t-\tSee\tNote |
| (in\tmillions) | Parent | Issuer | 1) |  | Subsidiaries | Adjustments | 1) |
| Revenues |  |  |  |  |  |  |  |
| Service\trevenues | $— | $— | $23,748 |  | $1,669 | $(596) | $24,821 |
| Equipment\trevenues | — | — | 7,148 |  | — | (430) | 6,718 |
| Other\trevenues | — | 1 | 770 | (1) | 171 | (14) | 928 |
| Total\trevenues | — | 1 | 31,666 | (1) | 1,840 | (1,040) | 32,467 |
| Operating\texpenses |  |  |  |  |  |  |  |
| Cost\tof\tservices,\texclusive\tof\tdepreciation\tand\namortization\tshown\tseparately\tbelow | — | — | 5,530 |  | 24 | — | 5,554 |
| Cost\tof\tequipment\tsales | — | — | 9,055 |  | 720 | (431) | 9,344 |
| Selling,\tgeneral\tand\tadministrative | — | — | 10,065 |  | 733 | (609) | 10,189 |
| Depreciation\tand\tamortization | — | — | 4,605 |  | 83 | — | 4,688 |
| Cost\tof\tMetroPCS\tbusiness\tcombination | — | — | 376 |  | — | — | 376 |
| Gains\ton\tdisposal\tof\tspectrum\tlicenses | — | — | (163) |  | — | — | (163) |
| Total\toperating\texpenses | — | — | 29,468 |  | 1,560 | (1,040) | 29,988 |
| Operating\tincome | — | 1 | 2,198 | (1) | 280 | — | 2,479 |
| Other\tincome\t(expense) |  |  |  |  |  |  |  |
| Interest\texpense | — | (847) | (50) |  | (188) | — | (1,085) |
| Interest\texpense\tto\taffiliates | — | (411) | — |  | — | — | (411) |
| Interest\tincome | — | 2 | 4 | (1) | — | — | 6 |
| Other\texpense,\tnet | — | (10) | — |  | (1) | — | (11) |
| Total\tother\texpense,\tnet | — | (1,266) | (46) | (1) | (189) | — | (1,501) |
| Income\t(loss)\tbefore\tincome\ttaxes | — | (1,265) | 2,152 |  | 91 | — | 978 |
| Income\ttax\texpense | — | — | (214) |  | (31) | — | (245) |
| Earnings\t(loss)\tof\tsubsidiaries | 733 | 1,998 | (48) |  | — | (2,683) | — |
| Net\tincome | 733 | 733 | 1,890 |  | 60 | (2,683) | 733 |
| Dividends\ton\tpreferred\tstock | (55) | — | — |  | — | — | (55) |
| Net\tincome\tattributable\tto\tcommon\nstockholders | $678 | $733 | $1,890 |  | $60 | $(2,683) | $678 |
| Net\tincome | $733 | $733 | $1,890 |  | $60 | $(2,683) | $733 |
| Other\tcomprehensive\tloss,\tnet\tof\ttax |  |  |  |  |  |  |  |
| Other\tcomprehensive\tloss,\tnet\tof\ttax | (2) | (2) | (2) |  | — | 4 | (2) |
| Total\tcomprehensive\tincome | $731 | $731 | $1,888 |  | $60 | $(2,679) | $731 |

# Condensed	Consolidating	Statement	of	Cash	Flows	Information

| (in	millions) | Parent | Issuer | Guarantor<br>Subsidiaries | Non-Guarantor<br>Subsidiaries | Consolidating	and<br>Eliminating<br>Adjustments | Consolidated |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Operating\tactivities |  |  |  |  |  |  |
| Net\tcash\tprovided\tby\t(used\tin)\toperating\nactivities | $1 | $(1,613) | $9,616 | $58 | $(100) | $7,962 |
| Investing\tactivities |  |  |  |  |  |  |
| Purchases\tof\tproperty\tand\tequipment | — | — | (5,237) | — | — | (5,237) |
| Purchases\tof\tspectrum\tlicenses\tand\tother\tintangible\nassets,\tincluding\tdeposits | — | — | (5,828) | — | — | (5,828) |
| Equity\tinvestment\tin\tsubsidiary | (308) | — | — | — | 308 | — |
| Other,\tnet | — | — | 1 | — | — | 1 |
| Net\tcash\tused\tin\tinvesting\tactivities | (308) | — | (11,064) | — | 308 | (11,064) |
| Financing\tactivities |  |  |  |  |  |  |
| Proceeds\tfrom\tissuance\tof\tlong-term\tdebt | — | 10,480 | — | — | — | 10,480 |
| Proceeds\tfrom\tborrowing\ton\trevolving\tcredit\tfacility,\nnet | — | 2,910 | — | — | — | 2,910 |
| Repayments\tof\trevolving\tcredit\tfacility | — | — | (2,910) | — | — | (2,910) |
| Repayments\tof\tcapital\tlease\tobligations | — | — | (486) | — | — | (486) |
| Repayments\tof\tshort-term\tdebt\tfor\tpurchases\tof\ninventory,\tproperty\tand\tequipment,\tnet | — | — | (300) | — | — | (300) |
| Repayments\tof\tlong-term\tdebt | — | — | (10,230) | — | — | (10,230) |
| Proceeds\tfrom\texercise\tof\tstock\toptions | 21 | — | — | — | — | 21 |
| Repurchases\tof\tcommon\tshares | (427) | — | — | — | — | (427) |
| Intercompany\tadvances,\tnet | 484 | (14,817) | 14,300 | 33 | — | — |
| Equity\tinvestment\tfrom\tparent | — | 308 | — | — | (308) | — |
| Tax\twithholdings\ton\tshare-based\tawards | — | — | (166) | — | — | (166) |
| Intercompany\tdividend\tpaid | — | — | — | (100) | 100 | — |
| Dividends\ton\tpreferred\tstock | (55) | — | — | — | — | (55) |
| Other,\tnet | — | — | (16) | — | — | (16) |
| Net\tcash\tprovided\tby\t(used\tin)\tfinancing\nactivities | 23 | (1,119) | 192 | (67) | (208) | (1,179) |
| Change\tin\tcash\tand\tcash\tequivalents | (284) | (2,732) | (1,256) | (9) | — | (4,281) |
| Cash\tand\tcash\tequivalents |  |  |  |  |  |  |
| Beginning\tof\tperiod | 358 | 2,733 | 2,342 | 67 | — | 5,500 |
| End\tof\tperiod | $74 | $1 | $1,086 | $58 | $— | $1,219 |

| (in	millions) | Parent | Issuer | Guarantor<br>Subsidiaries | Non-Guarantor<br>Subsidiaries | Consolidating	and<br>Eliminating<br>Adjustments | Consolidated |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Operating\tactivities |  |  |  |  |  |  |
| Net\tcash\tprovided\tby\t(used\tin)\toperating\nactivities | $6 | $(1,335) | $7,541 | $33 | $(110) | $6,135 |
| Investing\tactivities |  |  |  |  |  |  |
| Purchases\tof\tproperty\tand\tequipment | — | — | (4,702) | — | — | (4,702) |
| Purchases\tof\tspectrum\tlicenses\tand\tother\tintangible\nassets,\tincluding\tdeposits | — | — | (3,968) | — | — | (3,968) |
| Sales\tof\tshort-term\tinvestments | — | 2,000 | 998 | — | — | 2,998 |
| Other,\tnet | — | — | (8) | — | — | (8) |
| Net\tcash\tprovided\tby\t(used\tin)\tinvesting\nactivities | — | 2,000 | (7,680) | — | — | (5,680) |
| Financing\tactivities |  |  |  |  |  |  |
| Proceeds\tfrom\tissuance\tof\tlong-term\tdebt | — | 997 | — | — | — | 997 |
| Repayments\tof\tcapital\tlease\tobligations | — | — | (205) | — | — | (205) |
| Repayments\tof\tshort-term\tdebt\tfor\tpurchases\tof\ninventory,\tproperty\tand\tequipment,\tnet | — | — | (150) | — | — | (150) |
| Repayments\tof\tlong-term\tdebt | — | — | (20) | — | — | (20) |
| Intercompany\tadvances,\tnet | — | (696) | 625 | 71 | — | — |
| Proceeds\tfrom\texercise\tof\tstock\toptions | 29 | — | — | — | — | 29 |
| Tax\twithholdings\ton\tshare-based\tawards | — | — | (121) | — | — | (121) |
| Intercompany\tdividend\tpaid | — | — | — | (110) | 110 | — |
| Dividends\ton\tpreferred\tstock | (55) | — | — | — | — | (55) |
| Other,\tnet | — | — | (12) | — | — | (12) |
| Net\tcash\t(used\tin)\tprovided\tby\tfinancing\nactivities | (26) | 301 | 117 | (39) | 110 | 463 |
| Change\tin\tcash\tand\tcash\tequivalents | (20) | 966 | (22) | (6) | — | 918 |
| Cash\tand\tcash\tequivalents |  |  |  |  |  |  |
| Beginning\tof\tperiod | 378 | 1,767 | 2,364 | 73 | — | 4,582 |
| End\tof\tperiod | $358 | $2,733 | $2,342 | $67 | $— | $5,500 |

| (in	millions) | Parent | Issuer | Guarantor<br>Subsidiaries | Non-Guarantor<br>Subsidiaries | Consolidating	and<br>Eliminating<br>Adjustments | Consolidated |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Operating\tactivities |  |  |  |  |  |  |
| Net\tcash\tprovided\tby\t(used\tin)\toperating\nactivities | $(1) | $(1,147) | $6,652 | $85 | $(175) | $5,414 |
| Investing\tactivities |  |  |  |  |  |  |
| Purchases\tof\tproperty\tand\tequipment | — | — | (4,724) | — | — | (4,724) |
| Purchases\tof\tspectrum\tlicenses\tand\tother\tintangible\nassets,\tincluding\tdeposits | — | — | (1,935) | — | — | (1,935) |
| Purchases\tof\tshort-term\tinvestments | — | (1,999) | (998) | — | — | (2,997) |
| Investment\tin\tsubsidiaries | (1,905) | — | — | — | 1,905 | — |
| Other,\tnet | — | — | 96 | — | — | 96 |
| Net\tcash\tused\tin\tinvesting\tactivities | (1,905) | (1,999) | (7,561) | — | 1,905 | (9,560) |
| Financing\tactivities |  |  |  |  |  |  |
| Proceeds\tfrom\tcapital\tcontribution | — | 1,905 | — | — | (1,905) | — |
| Proceeds\tfrom\tissuance\tof\tlong-term\tdebt | — | 3,979 | — | — | — | 3,979 |
| Proceeds\tfrom\ttower\tobligations | — | 140 | — | — | — | 140 |
| Repayments\tof\tcapital\tlease\tobligations | — | — | (57) | — | — | (57) |
| Repayments\tof\tshort-term\tdebt\tfor\tpurchases\tof\ninventory,\tproperty\tand\tequipment,\tnet | — | — | (564) | — | — | (564) |
| Intercompany\tadvances,\tnet | — | (3,357) | 3,288 | 69 | — | — |
| Proceeds\tfrom\texercise\tof\tstock\toptions | 47 | — | — | — | — | 47 |
| Intercompany\tdividend\tpaid | — | — | — | (175) | 175 | — |
| Tax\twithholdings\ton\tshare-based\tawards | — | — | (156) | — | — | (156) |
| Dividends\ton\tpreferred\tstock | (41) | — | (14) | — | — | (55) |
| Other,\tnet | — | — | 79 | — | — | 79 |
| Net\tcash\tprovided\tby\t(used\tin)\tfinancing\nactivities | 6 | 2,667 | 2,576 | (106) | (1,730) | 3,413 |
| Change\tin\tcash\tand\tcash\tequivalents | (1,900) | (479) | 1,667 | (21) | — | (733) |
| Cash\tand\tcash\tequivalents |  |  |  |  |  |  |
| Beginning\tof\tperiod | 2,278 | 2,246 | 697 | 94 | — | 5,315 |
| End\tof\tperiod | $378 | $1,767 | $2,364 | $73 | $— | $4,582 |

# Supplementary	Data

# Quarterly	Financial	Information	(Unaudited)

| (in	millions,	except	shares	and	per	share	amounts) | First	Quarter | Second	Quarter | Third	Quarter | Fourth	Quarter | Full	Year |
| :--- | :--- | :--- | :--- | :--- | :--- |
| 2017 |  |  |  |  |  |
| Total\trevenues | $9,613 | $10,213 | $10,019 | $10,759 | $40,604 |
| Operating\tincome | 1,037 | 1,416 | 1,323 | 1,112 | 4,888 |
| Net\tincome | 698 | 581 | 550 | 2,707 | 4,536 |
| Dividends\ton\tpreferred\tstock | (14) | (14) | (13) | (14) | (55) |
| Net\tincome\tattributable\tto\tcommon\tstockholders | 684 | 567 | 537 | 2,693 | 4,481 |
| Earnings\tper\tshare |  |  |  |  |  |
| Basic | $0.83 | $0.68 | $0.65 | $3.22 | $5.39 |
| Diluted | 0.80 | 0.67 | 0.63 | 3.11 | 5.20 |
| Weighted\taverage\tshares\toutstanding |  |  |  |  |  |
| Basic | 827,723,034 | 830,971,528 | 831,189,779 | 837,416,683 | 831,850,073 |
| Diluted | 869,395,250 | 870,456,447 | 871,420,065 | 871,501,578 | 871,787,450 |
| Net\tincome\tincludes: |  |  |  |  |  |
| Gains\ton\tdisposal\tof\tspectrum\tlicenses | $(37) | $(1) | $(29) | $(168) | $(235) |
| 2016 |  |  |  |  |  |
| Total\trevenues\t(1) | $8,664 | $9,287 | $9,305 | $10,234 | $37,490 |
| Operating\tincome\t(1) | 1,168 | 833 | 1,048 | 1,001 | 4,050 |
| Net\tincome | 479 | 225 | 366 | 390 | 1,460 |
| Dividends\ton\tpreferred\tstock | (14) | (14) | (13) | (14) | (55) |
| Net\tincome\tattributable\tto\tcommon\tstockholders | 465 | 211 | 353 | 376 | 1,405 |
| Earnings\tper\tshare |  |  |  |  |  |
| Basic | $0.57 | $0.26 | $0.43 | $0.46 | $1.71 |
| Diluted | 0.56 | 0.25 | 0.42 | 0.45 | 1.69 |
| Weighted\taverage\tshares\toutstanding |  |  |  |  |  |
| Basic | 819,431,761 | 822,434,490 | 822,998,697 | 824,982,734 | 822,470,275 |
| Diluted | 859,382,827 | 829,752,956 | 832,257,819 | 867,262,400 | 833,054,545 |
| Net\tincome\tincludes: |  |  |  |  |  |
| Cost\tof\tMetroPCS\tbusiness\tcombination | $36 | $59 | $15 | $(6) | $104 |
| Gains\ton\tdisposal\tof\tspectrum\tlicenses | (636) | — | (199) | — | (835) |

(1) The	amortized	imputed	discount	on	EIP	receivables	previously	recognized	as	Interest	income	has	been	retrospectively	re-classified	as	Other	revenues.	See 	Note	1	-	Summary	of	Significant Accounting	Policies	of	the	Notes	to	the	Consolidated	Financial	Statements	included	in	Part	II,	Item	8	of	this	Form	10-K	for	further	information.

Earnings	per	share	is	computed	independently	for	each	quarter	and	the	sum	of	the	quarters	may	not	equal	earnings	per	share	for	the	full	year.

# Item	9.	Changes	in	and	Disagreements	with	Accountants	on	Accounting	and	Financial	Disclosure

# Item	9A.	Controls	and	Procedures

# Evaluation	of	Disclosure	Controls	and	Procedures

We	maintain	disclosure	controls	and	procedures	designed	to	ensure	information	required	to	be	disclosed	in	our	periodic	reports	filed	or	submitted	under	the	Exchange Act,	is	recorded,	processed,	summarized	and	reported	within	the	time	periods	specified	in	the	SEC's	rules	and	forms.	Our	disclosure	controls	are	also	designed	to	ensure that	information	required	to	be	disclosed	in	the	reports	we	file	or	submit	under	the	Exchange	Act	is	accumulated	and	communicated	to	our	management,	including	our principal	executive	officer	and	principal	financial	officer,	as	appropriate,	to	allow	timely	decisions	regarding	required	disclosure.

Under	the	supervision	and	with	the	participation	of	our	management,	including	our	Chief	Executive	Officer	and	our	Chief	Financial	Officer,	we	carried	out	an	evaluation of	the	effectiveness	of	the	design	and	operation	of	our	disclosure	controls	and	procedures,	as	defined	in	Rules	13a-15(e)	and	15d-15(e)	under	the	Exchange	Act.	Based upon	that	evaluation,	our	Chief	Executive	Officer	and	Chief	Financial	Officer	concluded	that	our	disclosure	controls	and	procedures	were	effective,	as	of	the	end	of	the period	covered	by	this	Form	10-K.

The	certifications	required	by	Section	302	of	the	Sarbanes-Oxley	Act	of	2002	are	filed	as	exhibits	31.1	and	31.2,	respectively,	to	this	Form	10-K.

# Changes	in	Internal	Control	over	Financial	Reporting

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

# Management's	Annual	Report	on	Internal	Control	over	Financial	Reporting

Our	management	is	responsible	for	establishing	and	maintaining	adequate	internal	control	over	financial	reporting.	Internal	control	over	financial	reporting	is	a	process to	provide	reasonable	assurance	regarding	the	reliability	of	our	financial	reporting	and	the	preparation	of	financial	statements	for	external	purposes	in	accordance	with generally	accepted	accounting	principles.	Internal	control	over	financial	reporting	includes	maintaining	records	that	in	reasonable	detail	accurately	and	fairly	reflect	our transactions;	providing	reasonable	assurance	that	transactions	are	recorded	as	necessary	for	preparation	of	our	financial	statements	in	accordance	with	generally accepted	accounting	principles;	providing	reasonable	assurance	that	receipts	and	expenditures	are	made	in	accordance	with	management	authorization;	and	providing reasonable	assurance	that	unauthorized	acquisition,	use	or	disposition	of	company	assets	that	could	have	a	material	effect	on	our	financial	statements	would	be prevented	or	detected	on	a	timely	basis.	Because	of	its	inherent	limitations,	internal	control	over	financial	reporting	may	not	prevent	or	detect	misstatements.	Also, projections	of	any	evaluation	of	effectiveness	to	future	periods	are	subject	to	the	risk	that	controls	may	become	inadequate	because	of	changes	in	conditions,	or	that	the degree	of	compliance	with	policies	and	procedures	may	deteriorate.

Management	conducted	an	evaluation	of	the	effectiveness	of	our	internal	control	over	financial	reporting	based	on	the	framework	and	criteria	established	in	Internal Control	–	Integrated	Framework	(2013),	issued	by	the	Committee	of	Sponsoring	Organizations	of	the	Treadway	Commission.	Based	on	this	evaluation,	management concluded	that	our	internal	control	over	financial	reporting	was	effective	as	of	December	31,	2017.

The	effectiveness	of	our	internal	control	over	financial	reporting	as	of	December	31,	2017	has	been	audited	by	PricewaterhouseCoopers	LLP,	an	independent	registered public	accounting	firm,	as	stated	in	their	report	herein.

# Item	9B.	Other	Information

# Item	10.	Directors,	Executive	Officers	and	Corporate	Governance

We	maintain	a	code	of	ethics	applicable	to	our	Chief	Executive	Officer,	Chief	Financial	Officer,	Chief	Accounting	Officer,	Treasurer,	and	Controller,	which	is	a	"Code of	Ethics	for	Senior	Financial	Officers"	as	defined	by	applicable	rules	of	the	SEC.	This	code	is	publicly	available	on	our	website	at	investor.t-mobile.com.	If	we	make any	amendments	to	this	code	other	than	technical,	administrative	or	other	non-substantive	amendments,	or	grant	any	waivers,	including	implicit	waivers,	from	a provision	of	this	code	we	will	disclose	the	nature	of	the	amendment	or	waiver,	its	effective	date	and	to	whom	it	applies	on	our	website	at	investor.t-mobile.com	or	in	a Current	Report	on	Form	8-K	filed	with	the	SEC.

The	remaining	information	required	by	this	item,	including	information	about	our	Directors,	Executive	Officers	and	Audit	Committee,	is	incorporated	by	reference	to the	definitive	Proxy	Statement	for	our	2018	Annual	Meeting	of	Stockholders,	which	will	be	filed	with	the	SEC,	no	later	than	120	days	after	December	31,	2017.

# Item	11.	Executive	Compensation

The	information	required	by	this	item	is	incorporated	by	reference	to	the	definitive	Proxy	Statement	for	our	2018	Annual	Meeting	of	Stockholders,	which	will	be	filed with	the	SEC	no	later	than	120	days	after	December	31,	2017.

# Item	12.	Security	Ownership	of	Certain	Beneficial	Owners	and	Management	and	Related	Stockholder	Matters

# Item	13.	Certain	Relationships	and	Related	Transactions,	and	Director	Independence

# Item	14.	Principal	Accounting	Fees	and	Services

# Item	15.	Exhibits,	Financial	Statement	Schedules

(a)	Documents	filed	as	a	part	of	this	Form	10-K:

The	following	financial	statements	are	included	in	Part	II,	Item	8	of	this	Form	10-K:

# 2.	Financial	Statement	Schedules

All	other	schedules	have	been	omitted	because	they	are	not	required,	not	applicable,	or	the	required	information	is	otherwise	included.

# 3.	Exhibits

See	the	Index	to	Exhibits	immediately	following	Item	16.	Form	10-K	Summary	of	this	Form	10-K.

# INDEX	TO	EXHIBITS

| Exhibit	No. | Exhibit	Description | Form | Filing | Number | Filed	Herein |
| :--- | :--- | :--- | :--- | :--- | :--- |
| 2.1 | Business\tCombination\tAgreement,\tdated\tas\tof\tOctober\t3,\t2012,\tby\tand\tamong\nMetroPCS\tCommunications,\tInc.,\tDeutsche\tTelekom\tAG,\tT-Mobile\nZwischenholding\tGMBH,\tT-Mobile\tGlobal\tHolding\tGMBH\tand\tT-Mobile\tUSA, | 8-K | 10/3/2012 | 2.1 |  |
| 2.2 | Consent\tSolicitation\tLetter\tAgreement,\tdated\tDecember\t5,\t2012,\tby\tand\tamong | 8-K | 12/7/2012 | 2.1 |  |
|  | MetroPCS\tCommunications,\tInc.\tand\tDeutsche\tTelekom\tAG,\tamending\tExhibit\tG |  |  |  |  |
|  | to\tthe\tBusiness\tCombination\tAgreement. |  |  |  |  |
| 2.3 | Amendment\tNo.\t1\tto\tthe\tBusiness\tCombination\tAgreement\tby\tand\tamong | 8-K | 4/15/2013 | 2.1 |  |
|  | Deutsche\tTelekom\tAG,\tT-Mobile\tUSA,\tInc.,\tT-Mobile\tGlobal\tZwischenholding |  |  |  |  |
|  | GmbH,\tT-Mobile\tGlobal\tHolding\tGmbH\tand\tMetroPCS\tCommunications,\tInc., |  |  |  |  |
|  | dated\tApril\t14,\t2013. |  |  |  |  |
| 3.1 | Fourth\tAmended\tand\tRestated\tCertificate\tof\tIncorporation. | 8-K | 5/2/2013 | 3.1 |  |
| 3.2 | Fifth\tAmended\tand\tRestated\tBylaws. | 8-K | 5/2/2013 | 3.2 |  |
| 3.3 | Certificate\tof\tDesignations\tof\t5.50%\tMandatory\tConvertible\tPreferred\tStock, | 8-K | 12/15/2014 | 3.1 |  |
|  | Series\tA,\tof\tT-Mobile\tUS,\tInc.,\tdated\tDecember\t12,\t2014. |  |  |  |  |
| 4.1 | Indenture,\tdated\tSeptember\t21,\t2010,\tamong\tMetroPCS\tWireless,\tInc.,\tthe | 8-K | 9/21/2010 | 4.1 |  |
| 4.2 | First\tSupplemental\tIndenture,\tdated\tSeptember\t21,\t2010,\tamong\tMetroPCS | 8-K | 9/21/2010 | 4.2 |  |
|  | trustee. |  |  |  |  |
| 4.3 | Second\tSupplemental\tIndenture,\tdated\tNovember\t17,\t2010,\tamong\tMetroPCS | 8-K | 11/17/2010 | 4.1 |  |
|  | trustee. |  |  |  |  |
| 4.4 | Third\tSupplemental\tIndenture,\tdated\tDecember\t23,\t2010,\tamong\tMetroPCS | 10-K | 3/1/2011 | \t10.19(d) |  |
|  | trustee. |  |  |  |  |
| 4.5 | Fourth\tSupplemental\tIndenture,\tdated\tDecember\t23,\t2010,\tamong\tMetroPCS | 10-K | 3/1/2011 | 10.19(e) |  |
|  | trustee. |  |  |  |  |
| 4.6 | Fifth\tSupplemental\tIndenture,\tdated\tas\tof\tDecember\t14,\t2012,\tamong\tMetroPCS | 8-K | 12/17/2012 | 4.1 |  |
|  | trustee. |  |  |  |  |
| 4.7 | Sixth\tSupplemental\tIndenture,\tdated\tas\tof\tDecember\t14,\t2012,\tamong\tMetroPCS | 8-K | 12/17/2012 | 4.2 |  |
|  | trustee. |  |  |  |  |
| 4.8 | Seventh\tSupplemental\tIndenture,\tdated\tas\tof\tMay\t1,\t2013,\tamong\tT-Mobile\tUSA, | 8-K | 5/2/2013 | 4.15 |  |
| 4.9 | Eighth\tSupplemental\tIndenture,\tdated\tas\tof\tJuly\t15,\t2013,\tamong\tT-Mobile\tUSA, | 10-Q | 8/8/2013 | 4.19 |  |
| 4.10 | Ninth\tSupplemental\tIndenture,\tdated\tas\tof\tAugust\t11,\t2014,\tby\tand\tamong\tT- | 10-Q | 10/28/2014 | 4.2 |  |
|  | trustee. |  |  |  |  |
| 4.11 | Tenth\tSupplemental\tIndenture,\tdated\tas\tof\tSeptember\t28,\t2015,\tby\tand\tamong\tT- | 10-Q | 10/27/2015 | 4.2 |  |
|  | trustee. |  |  |  |  |
| 4.12 | Eleventh\tSupplemental\tIndenture,\tdated\tas\tof\tAugust\t11,\t2014,\tby\tand\tamong\tT- | 10-Q | 10/24/2016 | 4.1 |  |

|  |  |  | Incorporated	by	Reference |  |
| :--- | :--- | :--- | :--- | :--- |
|  |  |  | Date\tof\tFirst | Exhibit |
| Exhibit\tNo. | Exhibit\tDescription | Form | Filing | Number |
| 4.13 | Guarantors\t(as\tdefined\ttherein)\tand\tDeutsche\tBank\tTrust\tCompany\tAmericas,\tas\ntrustee. | 8-K | 3/22/2013 | 4.1 |
| 4.14 | First\tSupplemental\tIndenture,\tdated\tas\tof\tMarch\t19,\t2013,\tby\tand\tamong | 8-K | 3/22/2013 | 4.2 |
|  | Trust\tCompany\tAmericas,\tas\ttrustee. |  |  |  |
| 4.15 | Form\tof\t6.250%\tSenior\tNotes\tdue\t2021. | 8-K | 3/22/2013 | 4.3 |
| 4.16 | Second\tSupplemental\tIndenture,\tdated\tas\tof\tMarch\t19,\t2013,\tby\tand\tamong | 8-K | 3/22/2013 | 4.4 |
|  | Trust\tCompany\tAmericas,\tas\ttrustee. |  |  |  |
| 4.17 | Form\tof\t6.625%\tSenior\tNotes\tdue\t2023. | 8-K | 3/22/2013 | 4.5 |
| 4.18 | Third\tSupplemental\tIndenture,\tdated\tas\tof\tApril\t29,\t2013,\tamong\tT-Mobile\tUSA, | 10-Q | 8/8/2013 | 4.17 |
|  | trustee. |  |  |  |
| 4.19 | Fourth\tSupplemental\tIndenture,\tdated\tas\tof\tMay\t1,\t2013,\tamong\tT-Mobile\tUSA, | 8-K | 5/2/2013 | 4.16 |
|  | trustee. |  |  |  |
| 4.20 | Fifth\tSupplemental\tIndenture,\tdated\tas\tof\tJuly\t15,\t2013,\tamong\tT-Mobile\tUSA, | 10-Q | 8/8/2013 | 4.20 |
|  | trustee. |  |  |  |
| 4.21 | Sixth\tSupplemental\tIndenture,\tdated\tas\tof\tAugust\t11,\t2014,\tby\tand\tamong\tT- | 10-Q | 10/28/2014 | 4.1 |
|  | Americas,\tas\ttrustee. |  |  |  |
| 4.22 | Seventh\tSupplemental\tIndenture,\tdated\tas\tof\tSeptember\t28,\t2015,\tby\tand\tamong | 10-Q | 10/27/2015 | 4.1 |
|  | Company\tAmericas,\tas\ttrustee. |  |  |  |
| 4.23 | Eighth\tSupplemental\tIndenture,\tdated\tas\tof\tAugust\t30,\t2016,\tby\tand\tamong\tT- | 10-Q | 10/24/2016 | 4.2 |
|  | Company\tAmericas,\tas\ttrustee. |  |  |  |
| 4.24 | Ninth\tSupplemental\tIndenture,\tdated\tas\tof\tJanuary\t25,\t2018,\tby\tand\tamong\tT- |  |  |  |
|  | Company\tAmericas,\tas\ttrustee. |  |  |  |
| 4.25 | Indenture,\tdated\tas\tof\tApril\t28,\t2013\tamong\tT-Mobile\tUSA,\tInc.,\tthe\tguarantors | 8-K | 5/2/2013 | 4.1 |
|  | party\tthereto,\tand\tDeutsche\tBank\tTrust\tCompany\tAmericas,\tas\ttrustee. |  |  |  |
| 4.26 | First\tSupplemental\tIndenture,\tdated\tas\tof\tApril\t28,\t2013\tamong\tT-Mobile\tUSA, | 8-K | 5/2/2013 | 4.2 |
|  | trustee. |  |  |  |
| 4.27 | Second\tSupplemental\tIndenture,\tdated\tas\tof\tApril\t28,\t2013\tamong\tT-Mobile\tUSA, | 8-K | 5/2/2013 | 4.3 |
|  | trustee. |  |  |  |
| 4.28 | Third\tSupplemental\tIndenture,\tdated\tas\tof\tApril\t28,\t2013\tamong\tT-Mobile\tUSA, | 8-K | 5/2/2013 | 4.4 |
|  | trustee. |  |  |  |
| 4.29 | Fourth\tSupplemental\tIndenture,\tdated\tas\tof\tApril\t28,\t2013\tamong\tT-Mobile\tUSA, | 8-K | 5/2/2013 | 4.5 |
|  | trustee. |  |  |  |
| 4.30 | Fifth\tSupplemental\tIndenture,\tdated\tas\tof\tApril\t28,\t2013\tamong\tT-Mobile\tUSA, | 8-K | 5/2/2013 | 4.6 |

|  |  |  | Incorporated	by	Reference |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | Date\tof\tFirst | Exhibit |  |
| Exhibit\tNo. | Exhibit\tDescription | Form | Filing | Number | Filed\tHerein |
| 4.31 | Sixth\tSupplemental\tIndenture,\tdated\tas\tof\tApril\t28,\t2013\tamong\tT-Mobile\tUSA, | 8-K |  |  |  |
|  | trustee. |  | 5/2/2013 | 4.7 |  |
| 4.32 | Seventh\tSupplemental\tIndenture,\tdated\tas\tof\tApril\t28,\t2013\tamong\tT-Mobile | 8-K | 5/2/2013 | 4.8 |  |
|  | Americas,\tas\ttrustee. |  |  |  |  |
| 4.33 | Eighth\tSupplemental\tIndenture,\tdated\tas\tof\tApril\t28,\t2013\tamong\tT-Mobile\tUSA, | 8-K | 5/2/2013 | 4.9 |  |
|  | trustee. |  |  |  |  |
| 4.34 | Ninth\tSupplemental\tIndenture,\tdated\tas\tof\tApril\t28,\t2013\tamong\tT-Mobile\tUSA, | 8-K | 5/2/2013 | 4.10 |  |
|  | trustee. |  |  |  |  |
| 4.35 | Tenth\tSupplemental\tIndenture,\tdated\tas\tof\tApril\t28,\t2013\tamong\tT-Mobile\tUSA, | 8-K | 5/2/2013 | 4.11 |  |
|  | trustee. |  |  |  |  |
| 4.36 | Eleventh\tSupplemental\tIndenture,\tdated\tas\tof\tMay\t1,\t2013\tamong\tT-Mobile\tUSA, | 8-K | 5/2/2013 | 4.12 |  |
|  | trustee. |  |  |  |  |
| 4.37 | Twelfth\tSupplemental\tIndenture,\tdated\tas\tof\tJuly\t15,\t2013,\tamong\tT-Mobile\tUSA, | 10-Q | 8/8/2013 | 4.18 |  |
|  | trustee. |  |  |  |  |
| 4.38 | Thirteenth\tSupplemental\tIndenture,\tdated\tas\tof\tAugust\t21,\t2013,\tby\tand\tamong\tT- | 8-K | 8/22/2013 | 4.1 |  |
|  | 2018. |  |  |  |  |
| 4.39 | Fourteenth\tSupplemental\tIndenture,\tdated\tas\tof\tNovember\t21,\t2013,\tby\tand\tamong | 8-K | 11/22/2013 | 4.1 |  |
| 4.40 | Fifteenth\tSupplemental\tIndenture,\tdated\tas\tof\tNovember\t21,\t2013,\tby\tand\tamong | 8-K | 11/22/2013 | 4.2 |  |
| 4.41 | Sixteenth\tSupplemental\tIndenture,\tdated\tas\tof\tAugust\t11,\t2014,\tby\tand\tamong\tT- | 10-Q | 10/28/2014 | 4.3 |  |
|  | Americas,\tas\ttrustee. |  |  |  |  |
| 4.42 | Seventeenth\tSupplemental\tIndenture,\tdated\tas\tof\tSeptember\t5,\t2014,\tby\tand\tamong | 8-K | 9/5/2014 | 4.1 |  |
|  | 2023. |  |  |  |  |
| 4.43 | Eighteenth\tSupplemental\tIndenture,\tdated\tas\tof\tSeptember\t5,\t2014,\tby\tand\tamong | 8-K | 9/5/2014 | 4.2 |  |
|  | 2025. |  |  |  |  |
| 4.44 | Nineteenth\tSupplemental\tIndenture,\tdated\tas\tof\tSeptember\t28,\t2015,\tby\tand\tamong | 10-Q | 10/27/2015 | 4.3 |  |
|  | Company\tAmericas,\tas\ttrustee. |  |  |  |  |
| 4.45 | Twentieth\tSupplemental\tIndenture,\tdated\tas\tof\tNovember\t5,\t2015,\tby\tand\tamong | 8-K | 11/5/2015 | 4.1 |  |

|  |  |  | Incorporated	by	Reference |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | Date\tof\tFirst | Exhibit |  |
| Exhibit\tNo. | Exhibit\tDescription | Form | Filing | Number | Filed\tHerein |
| 10.34 | Second\tAmendment\tto\tTerm\tLoan\tCredit\tAgreement,\tdated\tas\tof\tJanuary\t25,\t2017, | 10-Q |  |  |  |
|  | York\tBranch,\tas\tadministrative\tagent\tand\tcollateral\tagent. |  | 4/24/2017 | 10.4 |  |
| 10.35 | Third\tAmendment\tto\tTerm\tLoan\tCredit\tAgreement,\tdated\tas\tof\tMarch\t28,\t2017, | 10-Q | 4/24/2017 | 10.5 |  |
|  | York\tBranch,\tas\tadministrative\tagent\tand\tcollateral\tagent. |  |  |  |  |
| 10.36 | Fourth\tAmendment\tTerm\tLoan\tCredit\tAgreement,\tdated\tas\tof\tJuly\t25,\t2017, | 8-K | 7/27/2017 | 10.1 |  |
|  | York\tBranch,\tas\tadministrative\tagent\tand\tcollateral\tagent. |  |  |  |  |
| 10.37 | First\tIncremental\tFacility\tAmendment,\tdated\tas\tof\tDecember\t29,\t2016,\tto\tthe\tTerm | 8-K | 12/30/2016 | 10.3 |  |
|  | Loan\tCredit\tAgreement,\tdated\tas\tof\tNovember\t9,\t2015,\tby\tand\tamong\tT-Mobile |  |  |  |  |
|  | time\tparties\tthereto\tas\tlenders,\tand\tDeutsche\tBank\tAG\tNew\tYork\tBranch,\tas |  |  |  |  |
|  | administrative\tagent. |  |  |  |  |
| 10.38 | Second\tIncremental\tFacility\tAmendment,\tdated\tas\tof\tJanuary\t25,\t2017,\tto\tthe\tTerm | 8-K | 1/25/2017 | 10.1 |  |
|  | Loan\tCredit\tAgreement,\tdated\tas\tof\tNovember\t9,\t2015,\tas\tamended\tby\tthat\tcertain |  |  |  |  |
|  | First\tIncremental\tFacility\tAmendment\tdated\tas\tof\tDecember\t29,\t2016,\tby\tand |  |  |  |  |
|  | entities\tfrom\ttime\tto\ttime\tparties\tthereto\tas\tlenders,\tand\tDeutsche\tBank\tAG\tNew |  |  |  |  |
|  | York\tBranch,\tas\tadministrative\tagent. |  |  |  |  |
| 10.39 | Amended\tand\tRestated\tReceivables\tSale\tAgreement,\tdated\tas\tof\tJune\t6,\t2016,\tby | 8-K | 6/8/2016 | 10.1 |  |
|  | and\tbetween\tT-Mobile\tFinancial\tLLC,\tas\tseller,\tand\tT-Mobile\tHandset\tFunding |  |  |  |  |
|  | LLC,\tas\tpurchaser. |  |  |  |  |
| 10.40 | First\tAmendment,\tdated\tas\tof\tDecember\t23,\t2016,\tto\tthe\tAmended\tand\tRestated | 10-K | 2/14/2017 | 10.41 |  |
|  | Receivables\tSale\tAgreement,\tdated\tas\tof\tJune\t6,\t2016,\tby\tand\tbetween\tT-Mobile |  |  |  |  |
| 10.41 | Second\tAmended\tand\tRestated\tReceivables\tSale\tAgreement,\tdated\tas\tof\tAugust | 10-Q | 10/23/2017 | 10.2 |  |
|  | 21,\t2017,\tby\tand\tbetween\tT-Mobile\tFinancial\tLLC,\tas\tseller,\tand\tT-Mobile |  |  |  |  |
|  | Handset\tFunding\tLLC,\tas\tpurchaser. |  |  |  |  |
| 10.42 | Amended\tand\tRestated\tReceivables\tPurchase\tand\tAdministration\tAgreement,\tdated | 8-K | 6/8/2016 | 10.2 |  |
|  | as\tof\tJune\t6,\t2016,\tby\tand\tamong\tT-Mobile\tHandset\tFunding\tLLC,\tas\ttransferor, |  |  |  |  |
|  | T-Mobile\tFinancial\tLLC,\tas\tservicer,\tT-Mobile\tUS,\tInc.,\tas\tperformance |  |  |  |  |
|  | guarantor,\tRoyal\tBank\tof\tCanada,\tas\tadministrative\tagent,\tand\tcertain\tfinancial |  |  |  |  |
|  | institutions\tparty\tthereto\tfrom\ttime\tto\ttime. |  |  |  |  |
| 10.43 | First\tAmendment,\tdated\tas\tof\tJuly\t27,\t2016,\tto\tthe\tAmended\tand\tRestated | 10-Q | 10/24/2016 | 10.1 |  |
|  | Receivables\tPurchase\tand\tAdministration\tAgreement,\tdated\tas\tof\tJune\t6,\t2016,\tby |  |  |  |  |
|  | and\tamong\tT-Mobile\tHandset\tFunding\tLLC,\tas\ttransferor,\tT-Mobile\tFinancial |  |  |  |  |
|  | Canada,\tas\tadministrative\tagent,\tand\tcertain\tfinancial\tinstitutions\tparty\tthereto. |  |  |  |  |
| 10.44 | Second\tAmendment,\tdated\tas\tof\tOctober\t31,\t2016,\tto\tthe\tAmended\tand\tRestated | 10-K | 2/14/2017 | 10.46 |  |

# SIGNATURES

Pursuant	to	the	requirements	of	Section	13	or	15(d)	of	the	Securities	Exchange	Act	of	1934,	the	registrant	has	duly	caused	this	report	to	be	signed	on	its	behalf	by	the undersigned	thereunto	duly	authorized.

/s/	John	J.	Legere

John	J.	Legere

President	and	Chief	Executive	Officer

Each	person	whose	signature	appears	below	constitutes	and	appoints	John	J.	Legere	and	J.	Braxton	Carter,	and	each	or	either	of	them,	his	or	her	true	and	lawful	attorney- in-fact	and	agent,	each	acting	alone,	with	full	power	of	substitution	and	resubstitution,	for	him	or	her	and	in	his	or	her	name,	place	and	stead,	in	any	and	all	capacities,	to sign	any	or	all	amendments	or	supplements	(including	post-effective	amendments)	to	this	Report,	and	to	file	the	same,	with	all	exhibits	thereto,	and	all	documents	in connection	therewith,	with	the	Securities	and	Exchange	Commission,	granting	unto	said	attorney-in-fact	and	agent,	full	power	and	authority	to	do	and	perform	each	and every	act	and	thing	requisite	and	necessary	to	be	done	in	and	about	the	premises,	as	fully	to	all	intents	and	purposes	as	he	or	she	might	or	could	do	in	person,	hereby ratifying	and	confirming	all	that	said	attorney-in-fact	and	agent,	or	his	or	her	substitute	or	substitutes,	may	lawfully	do	or	cause	to	be	done	by	virtue	hereof.

Pursuant	to	the	requirements	of	the	Securities	Exchange	Act	of	1934,	this	report	has	been	signed	below	by	the	following	persons	on	behalf	of	the	registrant	and	in	the capacities	indicated	as	of	February	7,	2018.

/s/	W.	Michael	Barnes W.	Michael	Barnes

/s/	Thomas	Dannenfeldt

Thomas	Dannenfeldt

Director



Question: what is the approximate size of each data center leased in square feet
Answer: 83333