filings.toolsT-Mobile US 10-Q/A 2020-06-30
TMUS · CIK 1283699 · Form 10-Q/A · Period ended June 30, 2020 · Filed August 10, 2020
2 sections, 41K characters. Original on sec.gov · Markdown · JSON
Cover and table of contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
10-Q
(Amendment No. 1)
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|
For the quarterly period ended June 30, 2020
or
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|
For the transition period from
to
Commission File Number:
1-33409
T-MOBILE US, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 20-0836269 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
12920 SE 38th Street
Bellevue, Washington
(Address of principal executive offices)
98006-1350
(Zip Code)
(425)
378-4000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| Common Stock, par value $0.00001 per share | TMUS | The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation
S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule
12b-2
of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
| Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2
of the Exchange Act). Yes ☐ No ☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
| Class | Shares Outstanding as of August 3, 2020 | |||
| Common Stock, par value $0.00001 per share | 1,237,808,926 |
EXPLANATORY NOTE
T-Mobile
US, Inc. (the “Company”) is filing this Amendment No. 1 on Form
10-Q
(this “Amendment No. 1”) to amend the Company’s Quarterly Report on Form
10-Q
for the quarterly period ended June 30, 2020 (the “Form
10-Q”),
as originally filed with the Securities and Exchange Commission (the “Commission”) on August 6, 2020 (the “Original Filing Date”). This Amendment No. 1 is being filed solely to (a) include Exhibits 10.1 through 10.33 in the Exhibit Index, which were inadvertently omitted from the Exhibit Index to the Form
10-Q,
(b) re-file
Exhibits 4.7, 4.13, 4.19, 4.27, 4.36 and 22.1 (collectively, the
“Re-Filed
Exhibits”) in order to correct minor formatting and other errors in the exhibits as originally filed due to file corruption discovered after filing the Form
10-Q
and (c) file Exhibits 10.3 through 10.8, 10.13 through 10.15, 10.25 through 10.26, and 10.29 through 10.30, which were inadvertently omitted from the Form
10-Q
(collectively, the “Filed Exhibits”). Additionally, in connection with the filing of this Amendment No. 1, the Company is including new certifications of the Company’s chief executive officer and chief financial officer pursuant to Rule
13a-14(a)
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company is not including new certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as no financial statements are being filed with this Amendment No. 1.
Except for the corrected Exhibit Index, the
Re-Filed
Exhibits and the Filed Exhibits, this Amendment No. 1 does not amend the Form
10-Q
in any way and does not modify or otherwise update any disclosures contained in the Form
10-Q,
which continues to speak as of the Original Filing Date (including, but not limited to, any forward-looking statements made in the Form
10-Q,
which have not been revised to reflect events that occurred or facts that became known after the date of the Form
10-Q,
and such forward-looking statements should be read in their historical context). Accordingly, this Amendment No. 1 should be read in conjunction with the Form
10-Q
and the Company’s other filings made with the Commission.
Item 6. Exhibits
| 31.2 | Certifications of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | ||||||||
| 32.1** | Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | 10-Q | 8/6/2020 | 32.1 | ||||||
| 32.2** | Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | 10-Q | 8/6/2020 | 32.2 | ||||||
| 101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |||||||||
| 101.SCH | XBRL Taxonomy Extension Schema Document. | 10-Q | 8/6/2020 | 101.SCH | X | |||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document. | 10-Q | 8/6/2020 | 101.CAL | X | |||||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document. | 10-Q | 8/6/2020 | 101.DEF | X | |||||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document. | 10-Q | 8/6/2020 | 101.LAB | X | |||||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document. | 10-Q | 8/6/2020 | 101.PRE | X | |||||
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). |
| * | Indicates a management contract or compensatory plan or arrangement. |
|---|
| ** | Previously furnished and not filed. |
|---|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| T-MOBILE US, INC. | ||||||
| August 10, 2020 | /s/ Peter Osvaldik | |||||
| Peter Osvaldik | ||||||
| Executive Vice President and Chief Financial Officer | ||||||
| (Principal Financial Officer and Authorized Signatory) |