Quarterly Report — Form 10-Q Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-Q Quarterly Report HTML 2.44M
3: EX-4.12 Tmus Exhibit 4.12 HTML 76K
4: EX-4.13 Tmus Exhibit 4.13 HTML 48K
5: EX-4.19 Tmus Exhibit 4.19 HTML 47K
6: EX-4.27 Tmus Exhibit 4.27 HTML 47K
7: EX-4.36 Tmus Exhibit 4.36 HTML 49K
2: EX-4.7 Tmus Exhibit 4.7 HTML 46K
8: EX-21.1 Tmus Exhibit 21.1 HTML 127K
9: EX-31.1 Tmus Exhibit 31.1 HTML 39K
10: EX-31.2 Tmus Exhibit 31.2 HTML 39K
11: EX-32.1 Tmus Exhibit 32.1 HTML 36K
12: EX-32.2 Tmus Exhibit 32.2 HTML 36K
19: R1 Cover Page HTML 87K
20: R2 Condensed Consolidated Balance Sheets HTML 153K
21: R3 Condensed Consolidated Balance Sheets HTML 52K
(Parenthetical)
22: R4 Condensed Consolidated Statements of Comprehensive HTML 141K
Income
23: R5 Condensed Consolidated Statements of Comprehensive HTML 37K
Income (Parenthetical)
24: R6 Condensed Consolidated Statements of Cash Flows HTML 173K
25: R7 Condensed Consolidated Statements of Cash Flows HTML 37K
(Parenthetical)
26: R8 Condensed Consolidated Statement of Stockholders' HTML 138K
Equity
27: R9 Condensed Consolidated Statement of Stockholders' HTML 36K
Equity (Parenthetical)
28: R10 Summary of Significant Accounting Policies HTML 80K
29: R11 Business Combination HTML 138K
30: R12 Receivables and Expected Credit Losses HTML 173K
31: R13 Sales of Certain Receivables HTML 89K
32: R14 Property and Equipment HTML 83K
33: R15 Goodwill, Spectrum License Transactions and Other HTML 129K
Intangible Assets
34: R16 Spectrum License Transactions HTML 129K
35: R17 Fair Value Measurements HTML 88K
36: R18 Debt HTML 281K
37: R19 Tower Obligations HTML 51K
38: R20 Revenue from Contracts with Customers HTML 98K
39: R21 Employee Compensation and Benefit Plans HTML 138K
40: R22 Discontinued Operations and Disposal Groups HTML 72K
41: R23 Income Taxes HTML 40K
42: R24 SoftBank Equity Transaction HTML 56K
43: R25 Earnings Per Share HTML 109K
44: R26 Leases HTML 199K
45: R27 Commitments and Contingencies HTML 47K
46: R28 Restructuring Costs HTML 37K
47: R29 Additional Financial Information HTML 144K
48: R30 Subsequent Events HTML 44K
49: R31 Summary of Significant Accounting Policies HTML 65K
(Policies)
50: R32 Business Combination (Tables) HTML 104K
51: R33 Receivables and Expected Credit Losses (Tables) HTML 169K
52: R34 Sales of Certain Receivables (Tables) HTML 81K
53: R35 Property and Equipment (Tables) HTML 81K
54: R36 Goodwill, Spectrum License Transactions and Other HTML 125K
Intangible Assets (Tables)
55: R37 Fair Value Measurements (Tables) HTML 74K
56: R38 Debt (Tables) HTML 254K
57: R39 Tower Obligations (Tables) HTML 42K
58: R40 Revenue from Contracts with Customers (Tables) HTML 88K
59: R41 Employee Compensation and Benefit Plans (Tables) HTML 131K
60: R42 Discontinued Operations (Tables) HTML 67K
61: R43 Earnings Per Share (Tables) HTML 107K
62: R44 Leases (Tables) HTML 137K
63: R45 Additional Financial Information (Tables) HTML 143K
64: R46 Summary of Significant Accounting Policies - HTML 120K
Narrative (Details)
65: R47 Business Combination - Narrative (Details) HTML 156K
66: R48 Business Combination - Schedule of Components of HTML 72K
Consideration Transferred (Details)
67: R49 Business Combination - Schedule of Amounts HTML 112K
Recognized as of Acquisition Date (Details)
68: R50 Business Combination - Schedule of Additional HTML 43K
Detail on Receivables Acquired in Merger (Details)
69: R51 Business Combination - Schedule of Pro Forma HTML 46K
Information (Details)
70: R52 Receivables and Expected Credit Losses - EIP HTML 59K
Receivables (Details)
71: R53 Receivables and Expected Credit Losses - Gross EIP HTML 76K
Receivables by Credit Category (Details)
72: R54 Receivables and Expected Credit Losses - HTML 67K
Unamortized Imputed Discount and Allowance for
Credit Losses (Details)
73: R55 Sales of Certain Receivables - Sales of Service HTML 57K
Receivables (Details)
74: R56 Sales of Certain Receivables - Sales of EIP HTML 45K
Receivables (Details)
75: R57 Sales of Certain Receivables - Sales of HTML 82K
Receivables and Continuing Involvement (Details)
76: R58 Property and Equipment (Details) HTML 78K
77: R59 Property and Equipment - Asset Retirement HTML 57K
Obligation (Details)
78: R60 Goodwill, Spectrum License Transactions and Other HTML 52K
Intangible Assets - Schedule of Changes in
Carrying Amount of Goodwill (Details)
79: R61 Goodwill, Spectrum License Transactions and Other HTML 39K
Intangible Assets - Narrative (Details)
80: R62 Goodwill, Spectrum License Transactions and Other HTML 63K
Intangible Assets - Schedule of Fair Value of
Intangible Assets Acquired in Merger (Details)
81: R63 Goodwill, Spectrum License Transactions and Other HTML 67K
Intangible Assets - Spectrum Licenses (Details)
82: R64 Goodwill, Spectrum License Transactions and Other HTML 90K
Intangible Assets - Other Intangible Assets
(Details)
83: R65 Spectrum License Transactions - Schedule of HTML 50K
Spectrum License Activity (Details)
84: R66 Fair Value Measurements - Narrative (Details) HTML 78K
85: R67 Fair Value Measurements - Fair Value of Short-term HTML 66K
Investments and Long-term Debt (Details)
86: R68 Debt - Debt Balances and Activity (Details) HTML 147K
87: R69 Debt - Issuances and Borrowings (Details) HTML 86K
88: R70 Debt - Commitment Letter and Senior Secured Notes HTML 154K
(Details)
89: R71 Debt - Debt Assumed (Details) HTML 102K
90: R72 Debt - Notes Redemptions and Repayments (Details) HTML 127K
91: R73 Debt - Financing Matters Agreement, Senior Notes HTML 193K
to Affiliates, Spectrum Financing and Consents on
Debt to Third-Parties (Details)
92: R74 Debt - Standby Letters of Credit (Details) HTML 36K
93: R75 Tower Obligations - Narrative (Details) HTML 76K
94: R76 Tower Obligations - Sale Leaseback Transaction HTML 41K
(Details)
95: R77 Tower Obligations - Future Minimum Payments HTML 42K
(Details)
96: R78 Revenue from Contracts with Customers - HTML 51K
Disaggregation of Revenue (Details)
97: R79 Revenue from Contracts with Customers - Contract HTML 58K
Balances (Details)
98: R80 Revenue from Contracts with Customers - Remaining HTML 53K
Performance Obligations, Branded Postpaid
Contracts (Details)
99: R81 Revenue from Contracts with Customers - Remaining HTML 46K
Performance Obligations (Details)
100: R82 Revenue from Contracts with Customers - Contract HTML 50K
Costs (Details)
101: R83 Employee Compensation and Benefit Plans - HTML 48K
Narrative (Details)
102: R84 Employee Compensation and Benefit Plans - Schedule HTML 51K
of Stock-based Compensation Expense and Related
Income Tax Benefits (Details)
103: R85 Employee Compensation and Benefit Plans - Stock HTML 48K
Awards (Details)
104: R86 Employee Compensation and Benefit Plans - Schedule HTML 105K
of Restricted Stock and Unit Awards and
Performance Restricted Stock Units Activity
(Details)
105: R87 Employee Compensation and Benefit Plans - Employee HTML 53K
Stock Purchase Plan (Details)
106: R88 Employee Compensation and Benefit Plans - Stock HTML 73K
Options (Details)
107: R89 Employee Compensation and Benefit Plans - Pension HTML 57K
Plan (Details)
108: R90 Employee Compensation and Benefit Plans - Employee HTML 37K
Retirement Savings Plan (Details)
109: R91 Discontinued Operations - Narrative (Details) HTML 58K
110: R92 Discontinued Operations - Components of Assets and HTML 67K
Liabilities Held for Sale (Details)
111: R93 Discontinued Operations - Components of HTML 75K
Discontinued Operations from Merger Date (Details)
112: R94 Income Taxes - Narrative (Details) HTML 47K
113: R95 SoftBank Equity Transaction - Narrative (Details) HTML 93K
114: R96 Earnings Per Share - Computation of Basic and HTML 93K
Diluted Earnings Per Share (Details)
115: R97 Earnings Per Share - Narrative (Details) HTML 51K
116: R98 Leases - Narrative (Details) HTML 52K
117: R99 Leases - Schedule of Lease Expense (Details) HTML 50K
118: R100 Leases - Schedule of Information Related to Lease HTML 46K
Term and Discount Rate (Details)
119: R101 Leases - Schedule of Future Minimum Operating and HTML 76K
Finance Lease Maturities (Details)
120: R102 Leases - Leased Wireless Devices (Details) HTML 50K
121: R103 Leases - Schedule of Future Minimum Payments HTML 41K
Expected to be Received (Under 842) (Details)
122: R104 Commitments and Contingencies - Narrative HTML 62K
(Details)
123: R105 Restructuring Costs (Details) HTML 46K
124: R106 Additional Financial Information - Accounts HTML 63K
Payable and Accrued Liabilities (Details)
125: R107 Additional Financial Information - Related Party HTML 44K
Transactions (Details)
126: R108 Additional Financial Information - Financial HTML 81K
Information Associated with Supply Chain and
Inventory Management Arrangements (Details)
127: R109 Additional Financial Information - Supplemental HTML 65K
Consolidated Statements of Cash Flows Information
(Details)
128: R110 Subsequent Events - Narrative (Details) HTML 64K
130: XML IDEA XML File -- Filing Summary XML 240K
18: XML XBRL Instance -- tmus-20200630_htm XML 5.18M
129: EXCEL IDEA Workbook of Financial Reports XLSX 201K
14: EX-101.CAL XBRL Calculations -- tmus-20200630_cal XML 399K
15: EX-101.DEF XBRL Definitions -- tmus-20200630_def XML 1.90M
16: EX-101.LAB XBRL Labels -- tmus-20200630_lab XML 3.19M
17: EX-101.PRE XBRL Presentations -- tmus-20200630_pre XML 2.31M
13: EX-101.SCH XBRL Schema -- tmus-20200630 XSD 371K
131: JSON XBRL Instance as JSON Data -- MetaLinks 617± 996K
132: ZIP XBRL Zipped Folder -- 0001283699-20-000165-xbrl Zip 752K
FORTY-FIRST SUPPLEMENTAL INDENTURE (this “Forty-First Supplemental Indenture”), dated as of April 1, 2020, among T-Mobile USA, Inc. (the “Company”), the entities listed
on Schedule I hereto (the “New Guarantors”), the existing guarantors signatory hereto (the “Existing Guarantors”) and Deutsche Bank Trust Company Americas, as trustee under the Indenture referred to below (the “Trustee”).
W I T N E S S E T H:
WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture, dated as of April 28, 2013 (the “Base Indenture”)
as amended and supplemented with respect to the Company’s (a) 6.500% Senior Notes due 2024 pursuant to the Fifteenth Supplemental Indenture dated as of November 21, 2013 (the “6.500% 2024 Notes”), (b) 6.000% Senior Notes due 2023 pursuant to the Seventeenth Supplemental Indenture dated as of September 5, 2014 (the “6.000% 2023 Notes”), (c) 6.375% Senior Notes due 2025 pursuant to the Eighteenth Supplemental Indenture dated as of
September 5, 2014 (the “6.375% 2025 Notes”), (d) 6.500% Senior Notes due 2026 pursuant to the Twentieth Supplemental Indenture dated as of November 5, 2015 (the “6.500% 2026 Notes”), (e) 4.000% Senior Notes due 2022 pursuant to the Twenty-Third Supplemental Indenture dated as of March 16, 2017 (the “4.000% 2022 Notes”), (f) 5.125% Senior Notes due 2025 pursuant to the Twenty-Fourth Supplemental Indenture dated as of March
16, 2017 (the “5.125% 2025 Notes”), (g) 5.375% Senior Notes due 2027 pursuant to the Twenty-Fifth Supplemental Indenture dated as of March 16, 2017 (the “5.375% 2027 Notes”), (h) 4.000% Senior Notes due 2022 pursuant to the Twenty-Sixth Supplemental Indenture dated as of April 27, 2017 (the “4.000% 2022-1 Notes”), (i) 5.125% Senior Notes due 2025-1 pursuant to the Twenty-Seventh Supplemental Indenture dated as of April
28, 2017 (the “5.125% 2025-1 Notes”), (j) 5.375% Senior Notes due 2027-1 pursuant to the Twenty-Eighth Supplemental Indenture dated as of April 28, 2017 (the “5.375% 2027-1 Notes”), (k) 4.500% Senior Notes due 2026 pursuant to the Thirty-Third Supplemental Indenture dated as of January 25, 2018 (the “4.500% 2026 Notes”), (l) 4.750% Senior Notes due 2028 pursuant to the Thirty-Third Supplemental Indenture dated as of January
25, 2018 (the “4.750% 2028 Notes”), (m) 4.500% Senior Notes due 2026-1 pursuant to the Thirty-Fifth Supplemental Indenture dated as of April 30, 2018 (the “4.500% 2026-1 Notes”) and (n) 4.750% Senior Notes due 2028-1 pursuant to the Thirty-Sixth Supplemental Indenture dated as of April 30, 2018 (the “4.750% 2028-1 Notes” and together with the 6.500% 2024 Notes, the 6.000% 2023 Notes, the 6.375% 2025 Notes, the 6.500% 2026 Notes, the 4.000% 2022 Notes, the 5.125% 2025 Notes, the 5.375% 2027 Notes, the 4.000% 2022-1 Notes, the 5.125% 2025-1 Notes, the 5.375%
2027-1 Notes, the 4.500% 2026 Notes, the 4.750% 2028 Notes and the 4.500% 2026-1 Notes, the “Notes”), and as amended and supplemented by the Eleventh Supplemental Indenture dated as of May 1, 2013, the Sixteenth Supplemental Indenture dated as of August 11, 2014, the Nineteenth Supplemental Indenture dated as of September 28, 2015, the Thirtieth Supplemental Indenture dated as of May
9, 2017, the Thirty-Fourth Supplemental Indenture dated as of April 26, 2018, the Thirty-Seventh Supplemental Indenture dated as of May 20, 2018, the Thirty-Eighth Supplemental Indenture dated as of December 20, 2018 and the Fortieth Supplemental Indenture,
WHEREAS, Section 4.17 of the Indenture provides that under certain circumstances the Company is required to cause the New Guarantors to execute and deliver to the Trustee a supplemental indenture pursuant to which the New Guarantors shall become Guarantors of the applicable Notes on the terms and conditions set forth herein; and
WHEREAS,
pursuant to Section 9.01 of the Indenture, the Trustee, the Company, the Existing Guarantors and the New Guarantors are authorized to execute and deliver this Forty-First Supplemental Indenture.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, the New Guarantors, the Existing Guarantors and the Trustee mutually covenant and agree for the benefit of the Holders of the applicable Notes as follows:
1. Defined Terms.
As used in this Forty-First Supplemental Indenture, capitalized terms used but not defined herein shall have the meaning set forth in the Indenture. The words “herein,”“hereof” and “hereby” and other words of similar import used in this Forty-First Supplemental Indenture refer to this Forty-First Supplemental Indenture as a whole and not to any particular section hereof.
2. Agreement to Guarantee. The New Guarantors hereby agree to unconditionally guarantee the
Company’s obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in the Indenture including but not limited to ARTICLE X thereof.
3. Notices. All notices or other communications to the Company and the New Guarantors shall be given as provided in Section 12.02 of the Indenture.
4. Ratification of Indenture; Supplemental Indentures
Part of Indenture. Except as expressly contemplated hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.
5. Governing Law. THIS FORTY-FIRST SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
6 The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Forty-First Supplemental Indenture
or for or in respect of the recitals contained herein, all of which recitals are made solely by the New Guarantors and the Company.
7. Counterpart Originals. This Forty-First Supplemental Indenture may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed will be deemed to be an original and all of which taken together will constitute one and the same agreement. The exchange of copies of this Forty-First Supplemental Indenture
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and
of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Forty-First Supplemental Indenture as to the parties hereto and may be used in lieu of the original Forty-First Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF transmission shall be deemed to be their original signatures for all purposes. The parties may sign any number of copies of this Forty-First Supplemental Indenture. Each signed copy will be an original, but all of them together represent the same agreement.
8. Headings, etc. The headings of the
Articles and Sections of this Forty-First Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this Forty-First Supplemental Indenture and will in no way modify or restrict any of the terms or provisions hereof.
[Signatures on following page]
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IN WITNESS WHEREOF, the parties hereto have caused this Forty-First Supplemental
Indenture to be duly executed, as of the date first above written.
