x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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•	For transactions where we recognize a significant financing component, judgment is required to determine the discount rate. For equipment installment plan (“EIP”) sales, the discount rate used to adjust the transaction price primarily reflects current market interest rates and the estimated credit risk of the customer.

•	Our products are generally sold with a right of return, which is accounted for as variable consideration when estimating the amount of revenue to recognize. Expected device returns are estimated based on historical experience.

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Sales of equipment to indirect dealers who have been identified as our customer (referred to as the sell-in model) often include credits subsequently paid to the dealer as a reimbursement for any discount promotions offered to the end consumer. These credits (payments to a customer) are accounted for as variable consideration when estimating the amount of revenue to recognize from the sales of equipment to indirect dealers and are estimated based on historical experience and other factors, such as expected promotional activity.

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Promotional bill credits offered to a customer on an equipment sale that are paid over time and are contingent on the customer maintaining a service contract may result in an extended service contract based on whether a substantive penalty is deemed to exist. Determining whether contingent bill credits result in a substantive termination penalty, and determining the term over which a substantive termination penalty exists, may require significant judgment.

•	For capitalized contract costs, determining the amortization period as well as assessing the indicators of impairment may require significant judgment.

•	The determination of the standalone selling price for contracts that involve more than one product or service (or performance obligation) may require significant judgment.

•	The identification of distinct performance obligations within our service plans may require significant judgment.

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•	A deferred contract cost asset of $150 million was recorded at transition in Other assets in our Condensed Consolidated Balance Sheets for incremental contract acquisition costs paid on open contracts, which consists primarily of commissions paid to acquire branded postpaid service contracts; and

•	A contract asset of $140 million was recorded at transition in Other current assets in our Condensed Consolidated Balance Sheets primarily for contracts with promotional bill credits offered to customers on equipment sales that are paid over time and are contingent on the customer maintaining a service contract.

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•	Under the new revenue standard, certain commissions paid to dealers previously recognized as a reduction to Equipment revenues in our Condensed Consolidated Statements of Comprehensive Income are now recorded as commission costs in Selling, general and administrative expense.

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Contract costs capitalized for new contracts will accumulate in Other assets in our Condensed Consolidated Balance Sheets during 2018. As a result, there will be a net benefit to Operating income in our Condensed Consolidated Statements of Comprehensive Income during 2018 as capitalization of costs exceed amortization. As capitalized costs amortize into expense over time, the accretive benefit to Operating income anticipated in 2018 is expected to moderate in 2019 and normalize in 2020.

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For contracts with promotional bill credits that are contingent on the customer maintaining a service contract that result in an extended service contract, a contract asset is recorded when control of the equipment transfers to the customer and is subsequently amortized as a reduction to Total service revenues in our Condensed Consolidated Statements of Comprehensive Income over the extended contract term.

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•	On January 1, 2018, we closed on our previously announced Unit Purchase Agreement 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 22, 2018, we completed our acquisition of television innovator Layer3 TV, Inc. (“Layer3 TV”) for cash consideration of $318 million.

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•	We recorded spectrum licenses received as part of our acquisition of the remaining equity interest in IWS at their estimated fair value of approximately $87 million. See Note 3 - Business Combinations for further information.

•	We closed on multiple spectrum purchase agreements in which we acquired total spectrum licenses of approximately $50 million for cash consideration.

•	In September 2018, we signed a reciprocal long-term lease agreement with Sprint in which both parties have the right to use a portion of spectrum owned by the other party. This executory agreement does not qualify as an acquisition of

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(1)	Issuances and borrowings, note redemptions, and reclassifications are recorded net of related issuance costs, discounts, and premiums. Issuances and borrowings and repayments for Short-term debt to affiliates represent net outstanding borrowings and net repayments on our revolving credit facility.

(2)

Other includes: $300 million of issuances of short-term debt related to vendor financing arrangements, of which $291 million related to financing of property and equipment. During the nine months ended September 30, 2018, repayments under the vendor financing arrangements totaled $246 million. Vendor financing arrangements are included in Short-term debt within Total current liabilities in our Condensed Consolidated Balance Sheets. Other also includes capital leases and the amortization of issuance costs, discounts, premiums, and consent fees. Capital lease liabilities totaled $1.8 billion at both September 30, 2018 and December 31, 2017.

(3)	Through net settlement on April 30, 2018, we issued to DT a total of $2.5 billion in aggregate principal amount of New DT Notes (as defined below) and redeemed $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.

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

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

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(1)	Certain components of the reset features were required to be bifurcated from the DT Senior Reset Notes and separately accounted for as embedded derivative instruments. Write-off of embedded derivatives are included in Losses on redemption of debt within Net cash provided by operating activities in our Condensed Consolidated Statements of Cash Flows.

(2)	Cash for 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.

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

•	Branded prepaid customers generally include customers who pay for wireless communication services in advance. Our branded prepaid customers include customers of T-Mobile and MetroTM by T-Mobile (“Metro”); and

•	Wholesale customers include Machine-to-Machine (“M2M”) and Mobile Virtual Network Operator (“MVNO”) customers that operate on our network but are managed by wholesale partners.

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(1)	Assets and liabilities for Non-Guarantor Subsidiaries are primarily included in VIEs related to the 2012 Tower Transaction. See Note 8 – Tower Obligations included in our Annual Report on Form 10-K for the year ended December 31, 2017 for further information.

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(1)	Assets and liabilities for Non-Guarantor Subsidiaries are primarily included in VIEs related to the 2012 Tower Transaction. See Note 8 – Tower Obligations included in our Annual Report on Form 10-K for the year ended December 31, 2017, for further information.

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•	the failure to obtain, or delays in obtaining, required regulatory approvals for the Transactions (as defined below), and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the Transactions, or the failure to satisfy any of the other conditions to the Transactions on a timely basis or at all;

•	the occurrence of events that may give rise to a right of one or both of the parties to terminate the Business Combination Agreement (as defined below);

•	adverse effects on the market price of our common stock or on our or Sprint’s operating results because of a failure to complete the Merger (as defined below) in the anticipated timeframe or at all;

•	inability to obtain the financing contemplated to be obtained in connection with the Transactions on the expected terms or timing or at all;

•	the ability of us, Sprint and the combined company to make payments on debt or to repay existing or future indebtedness when due or to comply with the covenants contained therein;

•	adverse changes in the ratings of our or Sprint’s debt securities or adverse conditions in the credit markets;

•	negative effects of the announcement, pendency or consummation of the Transactions on the market price of our common stock and on our or Sprint’s operating results, including as a result of changes in key customer, supplier, employee or other business relationships;

•	significant costs related to the Transactions, including financing costs and unknown liabilities of Sprint or that may arise;

•	failure to realize the expected benefits and synergies of the Transactions in the expected timeframes or at all;

•	costs or difficulties related to the integration of Sprint’s network and operations into our network and operations;

•	the risk of litigation or regulatory actions related to the Transactions;

•	the inability of us, Sprint or the combined company to retain and hire key personnel;

•	the risk that certain contractual restrictions contained in the Business Combination Agreement during the pendency of the Transactions could adversely affect our or Sprint’s ability to pursue business opportunities or strategic transactions;

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

•	competition, industry consolidation, and changes in the market for wireless services, which 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;

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•	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, resulting in unauthorized access to customer confidential information;

•	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 and changes in data privacy laws;

•	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;

•	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; and

•	the possibility that the reset process under our trademark license with Deutsche Telekom AG (“DT”) results in changes to the royalty rates for our trademarks.

•	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; and

•	Information that allows assessment of the likelihood that past performance is indicative of future performance.

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•

On January 1, 2018, we closed on our previously announced Unit Purchase Agreement to acquire the remaining equity in Iowa Wireless Services, LLC (“IWS”), a 54% owned unconsolidated subsidiary, for a purchase price of $25 million. We accounted for our acquisition of IWS as a business combination and recognized a bargain purchase gain of approximately $25 million as part of our purchase price allocation and a gain on our previously held equity interest of approximately $15 million in Other income, net in the nine months ended September 30, 2018.

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On January 22, 2018, we completed our acquisition of television innovator Layer3 TV, Inc. (“Layer3 TV”) for cash consideration of $318 million. Upon closing of the transaction, Layer3 TV became a wholly-owned consolidated subsidiary. Layer3 TV acquires and distributes digital entertainment programming primarily through the internet to residential customers, offering direct to home digital television and multi-channel video programming distribution services. This transaction represented an opportunity to acquire a complementary service to our existing wireless service to advance our video strategy. We accounted for the purchase of Layer3 TV as a business combination and recognized $218 million of goodwill as part of our purchase price allocation.

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•	Total revenues of $10.8 billion for the three months ended September 30, 2018 increased $820 million, or 8%, primarily driven by growth in service and equipment revenues as further discussed below.

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Service revenues of $8.1 billion for the three months ended September 30, 2018 increased $437 million, or 6%, primarily due to growth in our average branded customer base driven by the continued growth in existing and Greenfield markets, the growing success of new customer segments such as T-Mobile for Business, T-Mobile ONE Unlimited 55+, and T-Mobile ONE Military, along with lower churn, growth in connected devices and the success of our Metro brand.

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Equipment revenues of $2.4 billion for the three months ended September 30, 2018 increased $273 million, or 13%, primarily due to higher average revenue per device sold and the positive impact from the new revenue standard of $105 million, partially offset by a decrease in the number of devices sold, excluding purchased lease devices, lower volumes of purchased leased devices at the end of the lease term, and a decrease in the proceeds from liquidation of returned customer handsets.

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Operating income of $1.4 billion for the three months ended September 30, 2018 increased $117 million, or 9%, primarily due to higher Total revenues, partially offset by higher Cost of equipment sales, Depreciation and amortization and Selling, general and administrative expenses. Operating income for the three months ended September 30, 2018 included the positive impacts from the adoption of the new revenue standard of $136 million and insurance reimbursements related to the hurricanes, net of costs of $138 million as well as the negative impact of costs associated with the Transactions of $53 million. Operating income also included the negative impact from hurricanes of $148 million and gains on disposal of spectrum licenses of $29 million for the three months ended September 30, 2017.

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Net income of $795 million for the three months ended September 30, 2018 increased $245 million, or 45%, primarily due to higher Operating income, lower Interest expense and Interest expense to affiliates, and lower Income tax expense, as further discussed below. Net income for the three months ended September 30, 2018 included the positive impacts from the adoption of the new revenue standard of $101 million and insurance reimbursements related to the hurricanes, net of costs of $88 million as well as the negative impact of costs associated with the Transactions of $53 million. Net income also included the negative impact from hurricanes of $90 million and net, after-tax gains on disposal of spectrum licenses of $18 million for the three months ended September 30, 2017.

•	Adjusted EBITDA, a non-GAAP financial measure, of $3.2 billion for the three months ended September 30, 2018 increased $417 million, or 15%, primarily due to higher Operating income driven by the factors described above. See “Performance Measures” for additional information.

•	Net cash provided by operating activities of $914 million for the three months ended September 30, 2018 decreased $338 million, or 27%. See “Liquidity and Capital Resources” for additional information.

•	Free Cash Flow, a non-GAAP financial measure, of $890 million for the three months ended September 30, 2018 decreased $31 million, or 3%. See “Liquidity and Capital Resources” for additional information.

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•	Total revenues of $31.9 billion for the nine months ended September 30, 2018 increased $2.0 billion, or 7%, primarily driven by growth in service and equipment revenues as further discussed below.

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Service revenues of $23.8 billion for the nine months ended September 30, 2018 increased $1.4 billion, or 6%, primarily due to growth in our average branded customer base driven by the continued growth in existing and Greenfield markets, the growing success of new customer segments such as T-Mobile for Business, T-Mobile ONE Unlimited 55+, and T-Mobile ONE Military, along with lower churn, growth in connected devices and the success of our Metro brand.

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Equipment revenues of $7.1 billion for the nine months ended September 30, 2018 increased $402 million, or 6%, primarily due to a higher average revenue per device sold, a positive impact from the new revenue standard of $278 million and proceeds from liquidation of returned customer handsets, partially offset by a decrease in the number of devices sold, excluding purchased lease devices, lower volumes of purchased leased devices at the end of the lease term, and lower lease revenues.

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Operating income of $4.2 billion for the nine months ended September 30, 2018 increased $396 million, or 10%, primarily due to higher Total revenues, partially offset by higher Selling, general and administrative expenses, Depreciation and amortization, and Cost of services. Operating income for the nine months ended September 30, 2018 included the positive impacts from the adoption of the new revenue standard of $315 million and from hurricane reimbursement payments of $172 million as well as the negative impact of costs associated with the Transactions of $94 million. Operating income also included the negative impact from hurricanes of $148 million and gains on disposal of spectrum licenses of $67 million for the nine months ended September 30, 2017.

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Net income of $2.2 billion for the nine months ended September 30, 2018 increased $419 million, or 23%, primarily due to higher Operating income, lower Interest expense and lower Other expense, partially offset by higher Income tax expense, further discussed below. Net income for the nine months ended September 30, 2018 included the positive impacts from the adoption of the new revenue standard of $234 million and from hurricane reimbursement payments of $110 million as well as the negative impact of costs associated with the Transactions of $92 million. Net income also included the negative impact from hurricanes of $90 million and net, after-tax gains on disposal of spectrum licenses of $41 million for the nine months ended September 30, 2017.

•	Adjusted EBITDA of $9.4 billion for the nine months ended September 30, 2018 increased $926 million, or 11%, primarily due to higher Operating income driven by the factors described above. See “Performance Measures” for additional information.

•	Net cash provided by operating activities of $2.9 billion for the nine months ended September 30, 2018 decreased $21 million, or 1%. See “Liquidity and Capital Resources” for additional information.

•	Free Cash Flow of $2.3 billion for the nine months ended September 30, 2018 increased $744 million, or 47%. See “Liquidity and Capital Resources” for additional information.

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•	Higher average branded postpaid phone customers, primarily from growth in our customer base driven by the continued growth in existing and Greenfield markets, the growing success of new customer segments such as T-Mobile for Business, T-Mobile ONE Unlimited 55+, and T-Mobile ONE Military, along with lower churn; and

•	Higher average branded postpaid other customers, driven by higher connected devices; partially offset by

•	Lower branded postpaid phone Average Revenue Per User (“ARPU”). See Branded Postpaid Phone ARPU in the Performance Measures section of this MD&A.

•	Higher average branded prepaid customers driven by the success of our Metro brand.

•	The increase for the three months ended September 30, 2018 was also partially offset by lower branded prepaid ARPU. See Branded Prepaid APRU in the Performance Measures section of this MD&A.

•	An increase of $394 million in device sales revenues, excluding purchased lease devices, primarily due to:

•	Higher average revenue per device sold due to an increase in the high-end device mix; and

•	A positive impact from the new revenue standard of $105 million primarily related to certain commission costs now recorded as Selling, general and administrative expenses; partially offset by

•	A 4% decrease in the number of devices sold, excluding purchased lease devices; partially offset by

•	A decrease of $117 million from lower volumes of purchased leased devices at the end of the lease term; and

•	A decrease of $32 million primarily related to lower proceeds from liquidation of returned customer handsets.

•	An increase of $812 million in device sales revenues, excluding purchased lease devices, primarily due to:

•	Higher average revenue per device sold due to an increase in the high-end device mix; and

•	A positive impact from the new revenue standard of $278 million related to certain commission costs now recorded as Selling, general and administrative expenses; partially offset by

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•	A 5% decrease in the number of devices sold, excluding purchased lease devices; and

•	An increase of $86 million related to higher proceeds from liquidation of returned customer handsets; partially offset by

•	A decrease of $302 million from lower volumes of purchased leased devices at the end of the lease term; and

•	A decrease of $193 million in lease revenues from “JUMP!”® On Demand customers preferring affordable device options on leasing programs with lower monthly lease payments and shifting focus to our EIP financing option for high-end devices.

•	The positive impact from insurance reimbursements related to hurricanes, net of costs, of $54 million in the three months ended September 30, 2018, compared to costs incurred related to hurricanes of $69 million in the three months ended September 30, 2017; partially offset by

•	The impact of the accelerated rollout of low band spectrum; and

•	The impact from the new revenue standard of $24 million, which primarily related to certain costs for customer appreciation programs reclassified to Cost of services from Selling, general and administrative expenses.

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

•	The impact from the new revenue standard of $50 million for the nine months ended September 30, 2018, which primarily related to certain costs for customer appreciation programs reclassified to Cost of services from Selling, general and administrative expenses; partially offset by

•	The positive impact from insurance reimbursements related to hurricanes, net of costs, of $88 million in the nine months ended September 30, 2018, compared to costs incurred related to hurricanes of $69 million for the nine months ended September 30, 2017; and

•	Lower regulatory program costs.

•	An increase of $386 million in device cost of equipment sales, excluding purchased leased devices, primarily due to:

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•	A higher average cost per device sold, primarily due to an increase in the high-end device mix; partially offset by

•	A 4% decrease in the number of devices sold. This increase was partially offset by

•	A decrease of $66 million primarily related to lower inventory adjustments; and

•	A decrease of $85 million from lower volumes of purchased leased devices at the end of the lease term.

•	An increase of $776 million in device cost of equipment sales, excluding purchased leased devices, primarily due to:

•	A higher average cost per device sold, primarily due to an increase in the high-end device mix; partially offset by

•	A 5% decrease in the number of devices sold, excluding purchased lease devices. This increase was partially offset by

•	A decrease of $329 million from lower volumes of purchased leased devices at the end of the lease term; and

•	A decrease of $122 million primarily due to lower inventory adjustments and a decrease in average claim costs and warranty fulfillment.

•	Higher employee-related costs and costs related to managed services;

•	Higher commissions driven by compensation structure and channel mix changes; and

•	Costs associated with the Transactions of $53 million; partially offset by

•	Lower bad debt expense and losses from sales of receivables reflecting our ongoing focus on managing customer quality;

•	Lower promotional and advertising costs; and

•	The positive impact from insurance reimbursements related to the hurricanes of $13 million compared to costs incurred related to hurricanes of $36 million for the three months ended September 30, 2017.

•	Higher employee-related costs and costs related to managed services;

•	Higher commissions driven by compensation structure and channel mix changes;

•	Costs associated with the Transactions of $94 million; and

•	An approximately $40 million FCC settlement related to local ring back tones in rural areas; partially offset by

•	Lower bad debt expense and losses from sales of receivables reflecting our ongoing focus on managing customer quality;

•	Lower handset repair services costs;

•	Lower promotional and advertising costs;

•	The positive impact from the new revenue standard of $61 million primarily related to a net benefit from capitalized commission costs in excess of the related amortization, partially offset by higher commissions which were previously recorded as contra-equipment revenue; and

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•	The positive impact from insurance reimbursements related to the hurricanes of $13 million compared to costs incurred related to hurricanes of $36 million for the nine months ended September 30, 2017.

•	The continued build-out of our 4G LTE network;

•	Higher depreciation expense related to our JUMP! On Demand program resulting from a higher 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; and

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

•	The continued build-out of our 4G LTE network; and

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

•	Lower depreciation expense related to our JUMP! On Demand program resulting from an increase in the affordable device mix. 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.

•	The positive impacts from the new revenue standard of $136 million;

•	The positive impact from insurance reimbursements related to hurricanes, net of costs, of $138 million, compared to a negative impact of $148 million in 2017; partially offset by

•	Gains on disposal of spectrum licenses of $29 million in 2017. There were no gains on disposal of spectrum licenses in 2018; and

•	Costs associated with the Transactions of $53 million.

•	The positive impacts from the new revenue standard of $315 million;

•	The positive impact from insurance reimbursements related to hurricanes, net of costs, of $172 million, compared to a negative impact of $148 million in the same period in 2017; partially offset by

•	Gains on disposal of spectrum licenses of $67 million in 2017. There were no gains on disposal of spectrum licenses in 2018; and

•	Costs associated with the Transactions of $94 million.

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•	Redemption in January 2018 of $1.0 billion of 6.125% Senior Notes due 2022;

•	Redemption in April 2018 of aggregate principal amount of $2.4 billion of Senior Notes, with various interest rates and maturity dates; and

•	Higher capitalized interest costs of $37 million primarily due to the build out of our network to utilize our 600 MHz spectrum licenses in the three months ended September 30, 2018, compared to the three months ended September 30, 2017; partially offset by

•	Issuance in January 2018 of $1.0 billion of public 4.500% Senior Notes due 2026; and

•	Issuance in January 2018 of $1.5 billion of public 4.750% Senior Notes due 2028.

•	Redemption in April 2017 of aggregate principal amount of $6.8 billion of Senior Notes, with various interest rates and maturity dates;

•	Redemption in January 2018 of $1.0 billion of 6.125% Senior Notes due 2022;

•	Redemption in April 2018 of aggregate principal amount of $2.4 billion of Senior Notes due 2022, with various interest rates and maturity dates; and

•	Higher capitalized interest costs of $59 million primarily due to the build out of our network to utilize our 600 MHz spectrum licenses in the nine months ended September 30, 2018, compared to the nine months ended September 30, 2017; partially offset by

•	Issuance in March 2017 of aggregate principal amount of $1.5 billion of Senior Notes, with various interest rates and maturity dates;

•	Issuance in January 2018 of $1.0 billion of public 4.500% Senior Notes due 2026; and

•	Issuance in January 2018 of $1.5 billion of public 4.750% Senior Notes due 2028.

•	Higher capitalized interest costs of $36 million primarily due to build out of our network to utilize our 600 MHz spectrum licenses in the three months ended September 30, 2018, compared to the three months ended September 30, 2017; and

•	A decrease from lower interest rates achieved through refinancing of a total of $2.5 billion of Senior Reset Notes in April 2018.

•	Issuance in January 2017 of $4.0 billion of Incremental Secured Term Loan facility, which refinanced $1.98 billion of outstanding senior secured term loans;

•	Issuance in May 2017 of aggregate principal amount of $4.0 billion of Senior Notes, with various interest rates and maturity dates;

•	Issuance in April 2017 of aggregate principal amount of $3.0 billion of Senior Notes, with various interest rates and maturity dates; and

•	Issuance in September 2017 of aggregate principal amount of $500 million of 5.375% Senior Notes due 2027; partially offset by

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•	A decrease from lower interest rates achieved through refinancing in April 2017 of a total of $2.5 billion of Senior Reset Notes;

•	A decrease from lower interest rates achieved through refinancing in April 2018 of a total of $2.5 billion of Senior Reset Notes; and

•	Higher capitalized interest costs of $76 million primarily due to build out of our network to utilize our 600 MHz spectrum licenses in the nine months ended September 30, 2018, compared to the nine months ended September 30, 2017.

•	A $30 million gain on sale of certain investments;

•	A $25 million bargain purchase gain as part of our purchase price allocation of the IWS acquisition; and

•	A $15 million gain on our previously held equity interest in IWS; partially offset by

•	A $36 million increase in losses on early redemption of debt, including

◦	An $86 million loss on early redemption of $2.5 billion in DT Senior Reset Notes in April 2018, and

◦	A $32 million loss on early redemption of $1.0 billion of 6.125% Senior Notes due 2022 in January 2018; partially offset by

◦	A $73 million net loss on early redemption of aggregate principal amount of $8.25 billion in Senior Notes, with various interest rates and maturity dates, during the nine months ended September 30, 2017; and

◦	A $13 million loss on refinancing of $1.98 billion of outstanding senior secured term loans in January 2017.

•	Benefits from a reduction in the federal corporate income tax rate provided by the Tax Cuts and Jobs Act, which took effect on January 1, 2018, from 35% to 21%; and

•	A $63 million benefit from a change in tax status of certain subsidiaries, including a related $28 million reduction in valuation allowance against deferred tax assets in certain state jurisdictions; partially offset by

•	A $115 million increase in income tax expense from a tax regime change in certain state tax jurisdictions;

•	Higher income before taxes; and

•	Non-deductible costs associated with the Transactions.

•	A $289 million tax benefit recognized in the nine months ended September 30, 2017 related to a reduction in the valuation allowance against deferred tax assets in certain state jurisdictions that did not impact 2018;

•	A $115 million increase in income tax expense from a tax regime change in certain state tax jurisdictions;

•	Higher income before taxes; and

•	Non-deductible costs associated with the Transactions; partially offset by

•	Benefits from a reduction in the federal corporate income tax rate provided by the Tax Cuts and Jobs Act, which took effect on January 1, 2018, from 35% to 21%.

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•	The positive impact from the new revenue standard of $101 million;

•	The positive impact from insurance reimbursements related to the hurricanes, net of costs, of $88 million, compared to a negative impact of $90 million in 2017; partially offset by

•	Gains on disposal of spectrum licenses of $18 million in 2017. There were no gains on disposal of spectrum licenses in 2018; and

•	The negative impact from costs associated with the Transactions of $53 million.

•	The positive impact from the new revenue standard of $234 million;

•	The positive impact from insurance reimbursements related to the hurricanes, net of costs, of $110 million, compared to a negative impact of $90 million in the same period in 2017; partially offset by

•	Gains on disposal of spectrum licenses of $41 million in 2017. There were no gains on disposal of spectrum licenses in 2018; and

•	The negative impact from costs associated with the Transactions of $92 million.

•	Higher Selling, general and administrative expenses primarily due to new operating costs from the non-guarantor Layer3 TV subsidiary acquired in the first quarter of 2018, partially offset by an increase in deferred interest released on the sale of EIP receivables as a result of the upsize in December 2017; and

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•	Higher Cost of equipment sales primarily due to an increase in higher cost devices used for device insurance claims fulfillment, partially offset by an increase in device liquidations and a decrease in device non-return fees charged to customers; partially offset by

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

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

•	Higher Selling, general and administrative expenses primarily due to new operating costs from the non-guarantor Layer3 TV subsidiary acquired in the first quarter of 2018, partially offset by lower valuation losses in the non-guarantor subsidiary involved in the EIP sale arrangement; and

•	Higher Cost of equipment sales primarily due to an increase in higher cost devices used for device insurance claims fulfillment, partially offset by an increase in device liquidations and a decrease in device non-return fees charged to customers.

(1)	As a result of the acquisition of IWS, we included an adjustment of 13,000 branded postpaid phone and 4,000 branded prepaid IWS customers in our reported subscriber base as of January 1, 2018. Additionally, as a result of the acquisition of Layer3 TV, we included an adjustment of 5,000 branded prepaid customers in our reported subscriber base as of January 22, 2018.

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•	Higher branded postpaid phone customers driven by the growing success of new customer segments such as T-Mobile for Business, T-Mobile ONE Unlimited 55+ and T-Mobile ONE Military and continued growth in existing and Greenfield markets, along with lower churn, partially offset by increased competitive activity in the marketplace;

•	Higher branded postpaid other customers primarily due to higher connected devices, specifically the Apple watch and SyncUP DRIVETM; and

•	Higher branded prepaid customers driven by the continued success of our Metro brand due to promotional activities and rate plan offers.

(1)	As a result of the acquisition of IWS and Layer3 TV, customer activity post acquisition was included in our net customer additions beginning in the first quarter of 2018.

(2)	During the third quarter of 2017, we retitled our “Branded postpaid mobile broadband customers” category to “Branded postpaid other customers” and included DIGITS customers and reclassified 253,000 DIGITS customer net additions from our “Branded postpaid phone customers” category for the second quarter of 2017, when the DIGITS product was released.

•	Higher branded postpaid phone net customer additions primarily driven by lower churn, continued growth in existing and Greenfield markets and the growing success of new customer segments such as T-Mobile for Business, T-Mobile ONE Unlimited 55+ and T-Mobile ONE Military; and

•	Higher branded postpaid other net customer additions primarily due to higher gross customer additions from wearables, specifically the Apple watch, and lower churn, partially offset by lower DIGITS and SyncUP DRIVETM gross customer additions. These increases were partially offset by

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•	Lower branded prepaid net customer additions primarily due to increased competitive activity in the marketplace, partially offset by lower migrations to branded postpaid plans.

•	Higher branded postpaid other net customer additions primarily due to higher gross customer additions from wearables, specifically the Apple watch, and lower churn, partially offset by lower DIGITS and SyncUP DRIVETM gross customer additions; and

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Higher branded postpaid phone net customer additions primarily due to lower churn and continued growth in existing and Greenfield markets and the growing success of new customer segments such as T-Mobile for Business, T-Mobile ONE Unlimited 55+ and T-Mobile ONE Military, partially offset by the impact from more aggressive service promotions and the launch of Un-carrier Next - All Unlimited with taxes and fees in the first quarter of 2017. These increases were partially offset by

•	Lower branded prepaid net customer additions primarily due to increased competitive activity in the marketplace, partially offset by lower migrations to branded postpaid plans.

•	The change for the three months ended September 30, 2018 was primarily due to higher MVNO net customer additions.

•	The change for the nine months ended September 30, 2018 was primarily from lower deactivations driven by the removal of Lifeline program customers.

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•	Lower branded postpaid phone ARPU; and

•	Growth in the branded postpaid other customer base with a lower ARPU than branded postpaid phone.

•	Lower branded postpaid phone ARPU;

•	Lower lease revenues; and

•	Growth in the branded postpaid other customer base with a lower ARPU than branded postpaid phone.

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

(2)	Other, net may not agree to the Condensed 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.

•	Higher total revenues, as further discussed above;

•	The positive impact from insurance reimbursements related to the hurricanes, net of costs, for the three months ended September 30, 2018 of $138 million, compared to costs incurred related to hurricanes in the three months ended September 30, 2017 of $148 million;

•	The positive impact from the new revenue standard of $136 million; and

•	Lower losses on equipment; partially offset by

•	Higher selling, general and administrative expenses; and

•	Lower gains on disposal of spectrum licenses of $29 million.

•	Higher total revenues, as further discussed above;

•	The positive impact from insurance reimbursements related to hurricanes, net of costs, for the nine months ended September 30, 2018 of $172 million, compared to costs incurred related to hurricanes of $148 million in the nine months ended September 30, 2017;

•	The positive impact from the new revenue standard of $315 million; and

•	Lower losses on equipment; partially offset by

•	Higher selling, general and administrative expenses;

•	Higher cost of services; and

•	Lower gains on disposal of spectrum licenses of $67 million.

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•	A $707 million increase in net cash outflows from changes in working capital, including a paydown of Accounts payable and accrued liabilities of $253 million, a $228 million build up of Inventories with the launch of the new iPhone generation and a $216 million increase in Accounts receivable; partially offset by

•	A $245 million increase to Net income; and

•	A $124 million increase in net non-cash adjustments to Net income, primarily due to higher Depreciation and amortization, partially offset by lower Deferred income tax expense and Bad debt expense.

•	A $876 million increase in net cash outflows from changes in working capital including a paydown of Accounts payable and accrued liabilities of $765 million and a $571 million increase in Accounts receivable, partially offset by changes in EIP receivables; This increase in net cash outflows was partially offset by

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•	A $436 million increase in net non-cash adjustments to Net income, primarily due to higher Depreciation and amortization, Deferred income tax expense and Stock-based compensation expense, partially offset by lower Losses from sales of receivables; and

•	A $419 million increase to Net income.

•	$1.4 billion 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 600 MHz; partially offset by

•	$1.3 billion in proceeds related to beneficial interest in securitization transactions.

•	$4.4 billion 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; and

•	$338 million of cash consideration paid, net of cash acquired, for the acquisitions of Layer3 and IWS; partially offset by

•	$4.0 billion in proceeds related to beneficial interest in securitization transactions.

•	$2.1 billion for Repayments of our revolving credit facility;

•	$246 million for Repayments of short-term debt for purchases of inventory, property and equipment, net; and

•	$181 million for Repayments of capital lease obligations; partially offset by

•	$1.8 billion in Proceeds from borrowing on our revolving credit facility.

•	$6.1 billion for Repayments of our revolving credit facility;

•	$3.3 billion for Repayments of long-term debt;

•	$1.1 billion for Repurchases of common stock; and

•	$508 million for Repayments of capital lease obligations; partially offset by

•	$6.1 billion in Proceeds from borrowing on our revolving credit facility; and

•	$2.5 billion in Proceeds from issuance of long-term debt.

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

•	Higher proceeds related to our deferred purchase price from securitization transactions; and

•	Lower purchases of property and equipment. Cash purchases of property and equipment include capitalized interest of $101 million and $29 million for the three months ended September 30, 2018 and 2017, respectively.

•	Higher proceeds related to our deferred purchase price from securitization transactions; partially offset by

•	Higher Purchases of property and equipment, net of capitalized interest of $246 million and $111 million for the nine months ended September 30, 2018 and 2017, respectively.

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

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

(1)	Certain components of the reset features were required to be bifurcated from the DT Senior Reset Notes and separately accounted for as embedded derivative instruments. Write-off of embedded derivatives are included in Losses on redemption of debt within Net cash provided by operating activities in our Condensed Consolidated Statements of Cash Flows.

(2)	Cash for 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.

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•	For transactions where we recognize a significant financing component, judgment is required to determine the discount rate. For EIP sales, the discount rate used to adjust the transaction price primarily reflects current market interest rates and the estimated credit risk of the customer.

•	Our products are generally sold with a right of return, which is accounted for as variable consideration when estimating the amount of revenue to recognize. Expected device returns are estimated based on historical experience.

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Sales of equipment to indirect dealers who have been identified as our customer (referred to as the sell-in model) often include credits subsequently paid to the dealer as a reimbursement for any discount promotions offered to the end consumer. These credits (payments to a customer) are accounted for as variable consideration when estimating the amount of revenue to recognize from the sales of equipment to indirect dealers and are estimated based on historical experience and other factors, such as expected promotional activity.

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Promotional bill credits offered to a customer on an equipment sale that are paid over time and are contingent on the customer maintaining a service contract may result in an extended service contract based on whether a substantive penalty is deemed to exist. Determining whether contingent bill credits result in a substantive termination penalty, and determining the term over which a substantive termination penalty exists, may require significant judgment.

•	For capitalized contract costs, determining the amortization period as well as assessing the indicators of impairment may require significant judgment.

•	The determination of the standalone selling price for contracts that involve more than one product or service (or performance obligation) may require significant judgment.

•	The identification of distinct performance obligations within our service plans may require significant judgment.

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