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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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 $49 million for cash consideration. No gains or losses were recognized on the spectrum license purchases.

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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 six months ended June 30, 2018, we did not have any repayments under the vendor financing arrangements. 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 June 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.

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(1)	Write-off of premiums, discounts, issuance costs and call penalties are included in Other 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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•	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 MetroPCS; 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;

•	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;

•	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;

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•	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;

•	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 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 first quarter of 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 $10.6 billion for the three months ended June 30, 2018, increased $358 million, or 4%, primarily driven by growth in service revenues, partially offset by lower equipment revenues, as further discussed below.

•	Service revenues of $7.9 billion for the three months ended June 30, 2018, increased $486 million, or 7%, primarily due to growth in our average branded customer base driven by the continued growth in existing and Greenfield markets, the growing success of our business channel, T-Mobile for Business, record-low churn, higher connected devices and the success of our MetroPCS brand.

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Equipment revenues of $2.3 billion for the three months ended June 30, 2018, decreased $181 million, or 7%, primarily due to lower volumes of purchased leased devices at the end of the lease term, lower lease revenues and a decrease in the number of devices sold, excluding purchased lease devices, partially offset by higher average revenue per device sold, a positive impact from the new revenue standard of $96 million, and proceeds from liquidation of returned customer handsets.

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Operating income of $1.5 billion for the three months ended June 30, 2018, increased $34 million, or 2%, primarily due to higher Total revenues, partially offset by higher Selling, general and administrative expenses, Depreciation and amortization and net losses on equipment sales. The positive impact to Operating income from the adoption of the new revenue standard was $84 million for the three months ended June 30, 2018.

•	Net income of $782 million for the three months ended June 30, 2018, increased $201 million, or 35%, primarily due to higher Operating income, lower Other income (expense) and lower Income tax expense, further discussed below. The positive impact to Net income from the adoption of the new revenue standard was $62 million for the three months ended June 30, 2018.

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Adjusted EBITDA, a non-GAAP financial measure, of $3.2 billion for the three months ended June 30, 2018, increased $221 million, or 7%, primarily due to higher Operating income driven by the factors described above. The positive impact to Adjusted EBITDA from the adoption of the new revenue standard resulted in an increase of approximately $84 million for the three months ended June 30, 2018. See “Performance Measures” for additional information.

•	Net cash provided by operating activities of $1.3 billion for the three months ended June 30, 2018, increased $155 million, or 14%. See “Liquidity and Capital Resources” for additional information.

•	Free Cash Flow, a non-GAAP financial measure, of $774 million for the three months ended June 30, 2018, increased $292 million, or 61%. See “Liquidity and Capital Resources” for additional information.

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•	Total revenues of $21.0 billion for the six months ended June 30, 2018, increased $1.2 billion, or 6%, primarily driven by growth in service and equipment revenues as further discussed below.

•	Service revenues of $15.7 billion for the six months ended June 30, 2018, increased $963 million, or 7%, primarily due to growth in our average branded customer base driven by the continued growth in existing and Greenfield markets, the growing success of our business channel, T-Mobile for Business, record-low churn, higher connected devices and the success of our MetroPCS brand.

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Equipment revenues of $4.7 billion for the six months ended June 30, 2018, increased $129 million, or 3%, primarily due to a higher average revenue per device sold, a positive impact from the new revenue standard of $173 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 lease revenues and a decrease from customer purchases of leased devices at the end of the lease term.

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Operating income of $2.7 billion for the six months ended June 30, 2018, increased $279 million, or 11%, primarily due to higher Total revenues, partially offset by higher Selling, general and administrative expenses, Cost of services, and Depreciation and amortization. The positive impact to Operating income from the adoption of the new revenue standard was $179 million for the six months ended June 30, 2018. Operating income also included spectrum gains of $38 million for the six months ended June 30, 2017.

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Net income of $1.5 billion for the six months ended June 30, 2018, increased $174 million, or 14%, primarily due to higher Operating income, and lower Other income (expense), partially offset by higher Income tax expense, further discussed below. The positive impact to Net income from the adoption of the new revenue standard was $133 million for the six months ended June 30, 2018. Net income also included net, after-tax spectrum gains of $23 million for the six months ended June 30, 2017.

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Adjusted EBITDA of $6.2 billion for the six months ended June 30, 2018, increased $509 million, or 9%, primarily due to higher Operating income driven by the factors described above. The positive impact to Adjusted EBITDA from the adoption of the new revenue standard resulted in an increase of approximately $179 million for the six months ended June 30, 2018. See “Performance Measures” for additional information.

•	Net cash provided by operating activities of $2.0 billion for the six months ended June 30, 2018, increased $317 million, or 18%. See “Liquidity and Capital Resources” for additional information.

•	Free Cash Flow of $1.4 billion for the six months ended June 30, 2018, increased $775 million, or 116%. 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, growing success of new customer segments such as T-Mobile for Business, T-Mobile ONE Unlimited 55+, and T-Mobile ONE Military, along with record-low churn; and

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

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

•	A decrease of $150 million from lower volumes of purchased leased devices at the end of the lease term;

•	A decrease of $57 million in lease revenues from Just Upgrade My Phone! (“JUMP!”®) On Demand customers preferring affordable device options on leasing programs with lower monthly lease payments and shifting focus to our equipment installation plan (“EIP”) financing options for high-end devices; and

•	A decrease in device sales revenues, excluding purchased lease devices primarily due to:

•	An 8% decrease in the number of devices sold, excluding purchased lease devices; partially offset by

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

•	A positive impact from the new revenue standard of $96 million primarily related to certain commission costs now recorded as Selling, general and administrative expenses. These decreases were partially offset by

•	An increase of $46 million primarily related to proceeds from liquidation of returned customer handsets.

•	An increase of $418 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, despite an increase in promotions; and

•	A positive impact from the new revenue standard of $173 million primarily related to certain commission costs now recorded as Selling, general and administrative expenses; partially offset by

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

•	An increase of $119 million primarily related to proceeds from liquidation of returned customer handsets; partially offset by

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•	A decrease of $210 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; and

•	A decrease of $184 million from lower volumes of purchased leased devices at the end of the lease term.

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

•	The impact from the new revenue standard of $26 million 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 an insurance reimbursement related to the hurricanes, net of costs, of $70 million and $34 million for the three and six months ended June 30, 2018, respectively; and

•	Lower regulatory program costs.

•	A decrease of $157 million from lower volumes of purchased leased devices at the end of the lease term; and

•	A decrease of $30 million primarily related to:

•	A decrease in insurance and warranty costs from a decrease in higher cost devices used in the insurance program; partially offset by

•	Higher costs from an increase in the volume of liquidated returned customer handsets outside of our insurance program. These decreases were partially offset by

•	An increase of $117 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

•	An 8% decrease in the number of devices sold.

•	An increase of $390 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 $244 million from lower volumes of purchased leased devices at the end of the lease term; and

•	A decrease of $55 million primarily due to:

•	A decrease in insurance and warranty costs due to a decrease in higher cost devices used in the insurance program; partially offset by

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

•	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 proposed Sprint transaction of $41 million; 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; and

•	The positive impact from the new revenue standard of $55 million for the six months ended June 30, 2018, 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.

•	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.

•	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 $31 million primarily due to the build out of our network to utilize our 600 MHz spectrum licenses in the three months ended June 30, 2018, compared to the three months ended June 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.

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•	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, with various interest rates and maturity dates; and

•	Higher capitalized interest costs of $22 million primarily due to the build out of our network to utilize our 600 MHz spectrum licenses in the six months ended June 30, 2018, compared to the six months ended June 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.

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

•	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 June 30, 2018, compared to the three months ended June 30, 2017; partially offset by

•	Issuance in May 2017 of aggregate principal amount of $4.0 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.

•	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

•	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 $40 million primarily due to build out of our network to utilize our 600 MHz spectrum licenses in the six months ended June 30, 2018, compared to the six months ended June 30, 2017.

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•	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

•	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.

•	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%; partially offset by

•	Higher income before taxes.

•	A $281 million tax benefit recognized in the six months ended June 30, 2017 related to a reduction in the valuation allowance against deferred tax assets in certain state jurisdictions that did not impact 2018; and

•	Higher income before taxes; 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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•	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;

•	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 expenses primarily due to an increase in higher cost devices used for device insurance claims and a decrease in device non-return fees charged to customers.

•	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; and

•	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.

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(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.

•	Higher branded postpaid phone customers driven by 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 record low churn;

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

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

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(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.

(3)	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.

•	Higher branded postpaid phone net customer additions primarily driven by 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 record-low churn; and

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

•	Higher branded postpaid other net customer additions primarily due to higher gross customer additions from connected devices, specifically the Apple watch, partially offset by lower DIGITS gross customer additions and higher deactivations from a growing customer base; partially offset by

•	Lower branded prepaid net customer additions primarily due to higher deactivations from the growing customer base of our MetroPCS brand, partially offset by lower migrations to branded postpaid plans; and

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Lower branded postpaid phone net customer additions primarily due to lower gross customer additions as a result of more aggressive promotions and the launch of Un-carrier Next - All Unlimited with taxes and fees in the first quarter of 2017 and an increase in deactivations from a growing customer base, partially offset by 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 and record-low churn.

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•	The change for the three months ended June 30, 2018 was primarily due to higher M2M net customer additions.

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

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•	A decrease in regulatory program revenues from the continued adoption of tax inclusive plans;

•	A decrease in the non-cash net benefit from Data Stash; partially offset by

•	The positive impact from our T-Mobile ONE rate plans;

•	A net reduction in service promotional activities; and

•	The impact of the new revenue standard was $0.01.

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•	Lower lease revenues;

•	Lower branded postpaid phone ARPU;

•	Growth in the branded postpaid other customer base with a lower ARPU than branded postpaid phone; partially offset by

•	Growth in EIP billings due to growth in the gross amount of equipment financed on EIP.

•	The change for the three months ended June 30, 2018 was primarily from the dilution from promotional activities.

•	The change for the six months ended June 30, 2018 was primarily from continued success of our MetroPCS brand, partially offset by promotional activities.

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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.

•	An increase in branded postpaid and prepaid service revenues, primarily due to 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+, T-Mobile ONE Military, along with record low-churn;

•	The positive impact from the new revenue standard of $84 million; and

•	The positive impact to cost of services of $70 million related to reimbursement for hurricane losses from our insurance carriers; partially offset by

•	Higher selling, general and administrative expenses; and

•	Higher net losses on equipment sales.

•	An increase in branded postpaid and prepaid service revenues, primarily due to continued growth in existing and Greenfield markets, higher subscribers from the growing success of new customer segments such as T-Mobile for Business, T-Mobile ONE Unlimited 55+, T-Mobile ONE Military, along with record-low churn;

•	The positive impact from the new revenue standard of $179 million;

•	Lower net losses on equipment sales; and

•	The positive impact of the reimbursement from our insurance carriers, net of costs incurred related to hurricanes, of $34 million; partially offset by

•	Higher selling, general and administrative expenses;

•	Higher cost of services expenses; and

•	Lower gains on disposal of spectrum licenses.

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•	A $201 million increase to Net income; partially offset by

•	A $63 million increase in net cash outflows from changes in working capital, primarily due to changes in Accounts receivable, and Accounts payable and accrued liabilities, partially offset by changes in Inventories and EIP receivables.

•	A $312 million increase in net non-cash adjustments to Net income, primarily due to the change in Deferred income tax expense, and higher Depreciation and amortization, partially offset by Losses from sales of receivables;

•	A $174 million increase to Net income; partially offset by

•	A $169 million increase in net cash outflows from changes in working capital, primarily due to changes in Accounts payable and accrued liabilities, and Accounts receivable, partially offset by changes in Inventories and EIP receivables.

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•	$1.6 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; partially offset by

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

•	$3.0 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

•	$2.6 billion in proceeds related to beneficial interest in securitization transactions.

•	$2.4 billion for Repayments of long-term debt;

•	$2.2 billion for Repayments of our revolving credit facility;

•	$405 million for Repurchases of common stock; and

•	$181 million for Cash payments for debt prepayment or debt extinguishment costs; partially offset by

•	$2.1 billion in Proceeds from borrowing on our revolving credit facility.

•	$3.9 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

•	$327 million for Repayments of capital lease obligations; partially offset by

•	$4.2 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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•	Higher proceeds related to our deferred purchase price from securitization transactions; and

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

•	Higher purchases of property and equipment. Cash purchases of property and equipment include capitalized interest of $102 million and $34 million for the three months ended June 30, 2018 and 2017, respectively, and $145 million and $82 million for the six months ended June 30, 2018 and 2017, respectively.

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(1)	Write-off of premiums, discounts, issuance costs and call penalties are included in Other 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.

•

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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•	the diversion of management attention to integration matters;

•	difficulties in integrating operations and systems, including intellectual property and communications systems, administrative and information technology infrastructure and financial reporting and internal control systems;

•	challenges in conforming standards, controls, procedures and accounting and other policies, business cultures and compensation structures between the two companies;

•	difficulties in integrating employees and attracting and retaining key personnel;

•	challenges in retaining existing customers and obtaining new customers;

•	difficulties in achieving anticipated cost savings, synergies, accretion targets, business opportunities, financing plans and growth prospects from the combination;

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•	difficulties in managing the expanded operations of a significantly larger and more complex company;

•	the impact of the additional debt financing expected to be incurred in connection with the Transactions;

•	the transition of management to the combined company management team, and the need to address possible differences in corporate cultures and management philosophies;

•	contingent liabilities that are larger than expected; and

•	potential unknown liabilities, adverse consequences and unforeseen increased expenses associated with the Transactions.

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•	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;

•	developing assets, properties or licenses which the combined company has or in the future may procure;

•	creating liens on assets securing indebtedness or other obligations;

•	participating in future FCC auctions of spectrum or private sales of spectrum;

•	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.

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(a)	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. The repurchase program completed on April 29, 2018.

(b)

On April 27, 2018, our Board of Directors authorized a stock repurchase program for up to $9.0 billion consisting of the $1.5 billion in repurchases previously completed and for up to an additional $7.5 billion of repurchases of our common stock, allocated as up to $500 million of shares of common stock through December 31, 2018, up to $3.0 billion of shares of common stock for the year ending December 31, 2019 and up to $4.0 billion of shares of common stock for the year ending December 31, 2020, with any authorized but unutilized repurchase capacity for any of the foregoing periods increasing the authorized repurchase capacity for the succeeding period by the amount of such unutilized repurchase capacity. The additional $7.5 billion repurchase authorization is contingent upon the termination of the Business Combination Agreement and the abandonment of the Transactions. See Note 12 - Repurchases of Common Stock in the Notes to the Condensed Consolidated Financial Statements for further information.

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