Obligation T-Mobile USA Inc 6% ( US87264AAM71 ) en USD

T-Mobile USA Inc

100 % ⇌

Etats-unis

US87264AAM71 ( en USD )

6% par an ( paiement semestriel )

28/02/2023 - Obligation échue

Prospectus brochure de l'obligation T-Mobile USA Inc US87264AAM71 en USD 6%, échue

1 000 USD

1 300 000 000 USD

87264AAM7

BB ( Spéculatif )

Ba3 ( Spéculatif )

L'Obligation émise par T-Mobile USA Inc ( Etats-unis ) , en USD, avec le code ISIN US87264AAM71, paye un coupon de 6% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 28/02/2023

L'Obligation émise par T-Mobile USA Inc ( Etats-unis ) , en USD, avec le code ISIN US87264AAM71, a été notée Ba3 ( Spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par T-Mobile USA Inc ( Etats-unis ) , en USD, avec le code ISIN US87264AAM71, a été notée BB ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents

File d pursua nt t o Rule 4 2 4 (b)(5 )
Re gist ra t ion N o. 3 3 3 -1 9 2 1 7 8
CALCU LAT I ON OF REGI ST RAT I ON FEE

M a x im um
Am ount of
a ggre ga t e
re gist ra t ion
T it le of e a c h c la ss of se c urit ie s offe re d

offe ring pric e

fe e (1 )
6.000% Senior Notes due 2023

$1,300,000,000

$167,440
6.375% Senior Notes due 2025

$1,700,000,000

$218,960

(1) The filing fee is calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
Table of Contents
PROSPECT U S SU PPLEM EN T
(T o Prospe c t us Da t e d N ove m be r 7 , 2 0 1 3 )

$ 3 ,0 0 0 ,0 0 0 ,0 0 0
T -M obile U SA, I nc .
$ 1 ,3 0 0 ,0 0 0 ,0 0 0 6 .0 0 0 % Se nior N ot e s due 2 0 2 3
$ 1 ,7 0 0 ,0 0 0 ,0 0 0 6 .3 7 5 % Se nior N ot e s due 2 0 2 5
T-Mobile USA, Inc. (the "Issuer") is offering $1,300,000,000 aggregate principal amount of its 6.000% Senior Notes due 2023 (the "2023 notes") and $1,700,000,000
aggregate principal amount of its 6.375% Senior Notes due 2025 (the "2025 notes," and together with the 2023 notes, the "notes," and each a "series" of notes). The
Issuer intends to use the net proceeds from this offering for general corporate purposes, which may include capital investments and acquisition of additional spectrum. The
Issuer also intends to use approximately $1,000,000,000 of the net proceeds to redeem its outstanding 7.875% senior notes due 2018 and to pay related transaction fees
and expenses. See "Use of Proceeds."
The 2023 notes will bear interest at a rate of 6.000% per year and mature on March 1, 2023. The 2025 notes will bear interest at a rate of 6.375% per year and
mature on March 1, 2025. The Issuer will pay interest on each series of notes on each March 1 and September 1, commencing March 1, 2015.
The notes of each series will be redeemable, in whole or in part, at any time on or after September 1, 2018 (in the case of the 2023 notes) or September 1, 2019 (in
the case of the 2025 notes) and at the redemption prices specified under "Description of Notes--Optional Redemption" plus accrued and unpaid interest to, but not
including, the redemption date. The Issuer may redeem up to 35% of the aggregate principal amount of each series of notes prior to September 1, 2017 with the net cash
proceeds from certain equity offerings. The Issuer also may redeem each series of notes prior to the dates specified under "Description of Notes--Optional Redemption"
at a specified "make-whole" redemption price plus accrued and unpaid interest to, but not including, the redemption date.
If the Issuer experiences certain change of control triggering events, the Issuer will be required to offer to repurchase each series of notes at a repurchase price
equal to 101% of the principal amount, plus accrued and unpaid interest to, but not including, the repurchase date. See "Description of Notes--Repurchase at the Option
of Holders--Change of Control Triggering Event."
The Issuer's obligations under the notes will initially be guaranteed by the Issuer's corporate parent, T-Mobile US, Inc. ("Parent"), and all of the Issuer's wholly-owned
domestic restricted subsidiaries (excluding certain designated special purpose entities, a certain reinsurance subsidiary and immaterial subsidiaries), all of the Issuer's
restricted subsidiaries that guarantee certain of its indebtedness, and any future subsidiary of Parent that directly or indirectly owns any of the Issuer's equity interests.
The notes and the guarantees will be the Issuer's and the guarantors' unsubordinated unsecured obligations and will rank equally in right of payment with all of the
Issuer's and the guarantors' existing and future indebtedness and other liabilities that are not by their terms subordinated in right of payment to the notes and guarantees,
including the Issuer's existing senior notes, and will rank senior in right of payment to any future indebtedness of the Issuer or any guarantor that provides by its terms that
it is subordinated in right of payment to the notes and the guarantees. The notes and the guarantees will be effectively subordinated to all of the Issuer's and the
guarantors' existing and future secured indebtedness, to the extent of the assets securing such indebtedness, and will be structurally subordinated to all of the liabilities
and preferred stock of any of the Issuer's subsidiaries that do not guarantee the notes.
I nve st ing in t he not e s involve s risk s. Se e "Risk Fa c t ors " be ginning on pa ge S -1 2 of t his prospe c t us
supple m e nt . Y ou should a lso c onside r t he risk fa c t ors de sc ribe d in t he doc um e nt s inc orpora t e d by
re fe re nc e int o t he a c c om pa nying prospe c t us.

Pe r 2 0 2 3 not e
Pe r 2 0 2 5 not e
Public Offering Price

100%

100%
Total

$ 1,300,000,000
$ 1,700,000,000
Proceeds to T-Mobile USA, Inc.(1)

$ 1,298,375,000
$ 1,697,875,000
(1)Before expenses. The underwriting discount for each series is 0.125% of the principal amount thereof, resulting in total underwriting discounts of (i) $1,625,000 for the
2023 notes and (ii) $2,125,000 for the 2025 notes, for an aggregate total underwriting discount of $3,750,000.
N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission nor a ny st a t e se c urit ie s c om m ission ha s a pprove d or disa pprove d of t he se se c urit ie s
or pa sse d upon t he a de qua c y or a c c ura c y of t his prospe c t us. Any re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse .
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We do not intend to apply for the notes to be listed on any securities exchange or to arrange for the notes to be quoted on any quotation system. Currently, there is
no public market for the notes.
The underwriters are offering the notes as set forth under "Underwriting." Delivery of the notes is expected to be made in New York, New York on or about
September 5, 2014 through the facilities of The Depository Trust Company. This represents "T+2" settlement. Please see page S-86 of this prospectus supplement for
more information.
Joint Book-Running Managers

De ut sc he Ba nk Se c urit ie s

Cit igroup

Cre dit Suisse

J .P. M orga n

Co-Managers

Ba rc la ys

Goldm a n, Sa c hs & Co.

RBS
The date of this prospectus supplement is September 3, 2014.
Table of Contents
Table of contents

Prospectus supplement

About this Prospectus Supplement
S-ii
Cautionary Note Regarding Forward-Looking Statements
S-iii
Summary
S-1
Ratio of Earnings to Fixed Charges
S-11
Risk Factors
S-12
Use of Proceeds
S-19
Capitalization
S-20
Selected Historical Consolidated Financial Data
S-22
Description of Other Indebtedness and Certain Lease Obligations
S-24
Description of Notes
S-28
Certain U.S. Federal Income Tax Considerations
S-81
Underwriting
S-85
Legal Matters
S-88
Experts
S-88
Where You Can Find More Information
S-88
Information Incorporated by Reference
S-88
Prospectus

About this Prospectus

1
About Us

2
Risk Factors

4
Where You Can Find More Information

5
Information Incorporated by Reference

5
Cautionary Note Regarding Forward-Looking Statements

6
Use of Proceeds

8
Ratio of Earnings to Fixed Charges

9
Description of Debt Securities and Guarantees of Debt Securities

10
Description of Capital Stock

12
Selling Securityholders

19
Plan of Distribution

20
Legal Matters

22
Experts

22
Neither we nor the underwriters have authorized any other person to provide you with information different from that contained in or
incorporated by reference into this prospectus supplement and the accompanying prospectus or in any free writing prospectus that we may provide
to you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give. We are
offering to sell and are seeking offers to buy the notes only in jurisdictions where offers and sales are permitted. The information contained in or
incorporated by reference into this prospectus supplement and the accompanying prospectus is accurate only as of the date such information is
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presented regardless of the time of delivery of this prospectus supplement and the accompanying prospectus or any sale of the notes. Our business,
financial condition, results of operations and prospects may have changed since such date.

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ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering of the notes and
also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference in this prospectus
supplement and the accompanying prospectus. The second part is the accompanying prospectus, which gives more general information. Generally,
when we refer to this prospectus, we are referring to both parts of this document combined. To the extent there is a conflict between the
information contained in the accompanying prospectus and this prospectus supplement, you should rely on the information in this prospectus
supplement; provided that if any statement in one of these documents is inconsistent with a statement in another document having a later date--for
example, a document incorporated by reference in the accompanying prospectus or this prospectus supplement--the statement in the document
having the later date modifies or supersedes the earlier statement.
As permitted by the rules and regulations of the Securities and Exchange Commission (the "SEC"), the registration statement of which the
accompanying prospectus forms a part includes additional information not contained in this prospectus supplement. You may read the registration
statement and the other reports we file with the SEC at the SEC's website or at the SEC's offices described below under the heading "Where You
Can Find More Information."
You should read this prospectus supplement along with the accompanying prospectus and the documents incorporated by reference carefully
before you decide whether to invest. These documents contain important information you should consider when making your investment decision.
This prospectus supplement contains information about the securities offered in this offering and may add, update or change information in the
accompanying prospectus.
In this prospectus supplement, unless stated otherwise or the context indicates otherwise, references to "T-Mobile," the "Company," "our
Company," "we," "our," "ours" and "us" refer to T-Mobile US, Inc. together with its direct and indirect domestic restricted subsidiaries, including
T-Mobile USA, Inc. References to the "Issuer" and "T-Mobile USA" refer to T-Mobile USA, Inc. only. The Issuer's corporate parent is T-Mobile
US, Inc., which we refer to in this prospectus supplement as "T-Mobile US" or "Parent." T-Mobile US, Inc. has no operations separate from its
investment in the Issuer. Accordingly, unless otherwise noted, all of the business and financial information in this prospectus supplement,
including the factors identified under "Risk Factors" beginning on page S-12 is presented on a consolidated basis for T-Mobile.
Market data and other statistical information used in this prospectus supplement or the accompanying prospectus or incorporated by reference
into this prospectus supplement are based on independent industry publications, government publications, reports by market research firms and
other published independent sources. Some data is also based on our good faith estimates, which we derive from our review of internal surveys and
independent sources. Although we believe these sources are reliable, we have not independently verified the information. We neither guarantee its
accuracy nor undertake a duty to provide or update such data in the future.
This prospectus supplement, the accompanying prospectus or the documents incorporated by reference into this prospectus supplement or the
accompanying prospectus may include trademarks, service marks and trade names owned by us or other companies. All trademarks, service marks
and trade names included or incorporated by reference in this prospectus supplement, the accompanying prospectus or the documents incorporated
by reference into this prospectus supplement or the accompanying prospectus are the property of their respective owners.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this prospectus supplement, the accompanying prospectus, any related free writing prospectus, the documents
incorporated by reference and our other public statements include "forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. All statements, other than statements of historical fact, including information concerning our possible or assumed
future results of operations, are forward-looking statements. These forward-looking statements are generally identified by the words "anticipates,"
"believes," "estimates," "expects," or similar expressions.
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Forward-looking statements are based on current expectations and assumptions which are subject to risks and uncertainties which may cause
actual results to differ materially from the forward-looking statements. The following important factors, among others, along with the factors
identified under "Risk Factors" and the risk factors incorporated by reference herein, could affect future results and could cause those results to
differ materially from those expressed in the forward-looking statements:

· adverse conditions in the U.S. and international economies or disruptions to the credit and financial markets;

· competition in the wireless services market;

· the ability to complete and realize expected synergies and other benefits of acquisitions;

· the inability to implement our business strategies or ability to fund our wireless operations, including payment for additional spectrum,

network upgrades, and technological advancements;

· the ability to renew our spectrum licenses on attractive terms or acquire new spectrum licenses;

· the ability to manage growth in wireless data services including network quality and acquisition of adequate spectrum licenses at

reasonable costs and terms;

· material changes in available technology;

· the timing, scope and financial impact of our deployment of 4G Long-Term Evolution ("LTE") technology;

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

· breaches of network or information technology security, natural disasters or terrorist attacks or existing or future litigation and any

resulting financial impact not covered by insurance;

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

networks;

· any disruption of our key suppliers' provisioning of products or services;

· material adverse changes in labor matters, including labor negotiations or additional organizing activity, and any resulting financial and/or

operational impact;

· changes in accounting assumptions that regulatory agencies, including the SEC, may require or that result from changes in the accounting

rules or their application, which could result in an impact on earnings; and

· changes in tax laws, regulations and existing standards and the resolution of disputes with any taxing jurisdictions.
Additional information concerning these and other risk factors is contained in the section titled "Risk Factors" in this prospectus supplement.
Forward-looking statements in this prospectus supplement, the accompanying prospectus, any related free writing prospectus or the
documents incorporated by reference speak only as of the date of this prospectus

S-iii
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supplement or the applicable document referred to or incorporated by reference (or such earlier date as may be specified in the applicable
document), as applicable, are based on assumptions and expectations as of such dates, and involve risks, uncertainties and assumptions, many of
which are beyond our ability to control or predict, including the factors above. You should not place undue reliance on these forward-looking
statements. We do not intend to, and do not undertake an obligation to, update these forward-looking statements in the future to reflect future
events or circumstances, except as required by applicable securities laws and regulations. For more information, see the section entitled "Where
You Can Find More Information." The results presented for any period may not be reflective of results for any subsequent period.
You should carefully read and consider the cautionary statements contained or referred to in this section in connection with any subsequent
written or oral forward-looking statements that may be issued by us or persons acting on our behalf, and all future written and oral forward-looking
statements attributable to us are expressly qualified in their entirety by the foregoing cautionary statements.

S-iv
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Table of Contents
SUMMARY
The following summary highlights selected information about us contained elsewhere or incorporated by reference in this prospectus
supplement and the accompanying prospectus. This summary does not contain all of the information you should consider before deciding
whether to invest in the notes. You should review this entire prospectus supplement and the accompanying prospectus carefully, including the
risks of investing in the notes described under the heading "Risk Factors" beginning on page S-12 in this prospectus supplement, as well as
our consolidated financial statements and notes thereto and other information incorporated by reference in this prospectus supplement and
the accompanying prospectus.
Our Company
T-Mobile is a national provider of mobile communications services with a network covering more than 280 million people throughout
the United States. Our objective is to be the simple choice for a better mobile life across all of our brands, including T-Mobile, MetroPCS, and
GoSmart. Our intent is to bring this proposition to life across our customer base of retail, wholesale and business ("B2B") customers through
our owned and operated retail stores, third party distributors, as well as through our websites (www.T-Mobile.com and www.MetroPCS.com).
The information on our websites is not part of this prospectus supplement.
We generate revenue by offering affordable postpaid and prepaid wireless voice, messaging and data services, and wholesale wireless
services. As of June 30, 2014, we provided service to approximately 50.5 million customers through our nationwide network. We also
generate revenues by offering a wide selection of wireless handsets and accessories, including smartphones, wireless-enabled computers such
as notebooks and tablets, and data cards, which are manufactured by various suppliers. Our most significant expenses are related to expanding
and providing network services, acquiring and retaining customers, and compensating employees.
Recent Developments
On September 3, 2014, we entered into an amendment to the Working Capital Facility (as defined under "Description of Other
Indebtedness and Certain Lease Obligations--Working Capital Facility") that changed the maximum Debt to Cash Flow Ratio permitted by
certain financial and indebtedness covenants, compliance with which is a condition to borrowing under the Working Capital Facility. The
amendment sets the maximum Debt to Cash Flow Ratio applicable to these covenants at 5.00 to 1.00 (for fiscal periods ending on or prior to
December 31, 2014), 4.50 to 1.00 (for fiscal periods ending after December 31, 2014 and on or prior to June 30, 2015) and 4.00 to 1.00 (for
fiscal periods ending after June 30, 2015).
Corporate Information
Our corporate headquarters and principal executive offices are located at 12920 SE 38th Street, Bellevue, Washington 98006. Our
telephone number is (425) 378-4000. We maintain a website at www.T-Mobile.com where our Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports are available without charge, as soon as reasonably
practicable following the time they are filed with or furnished to the SEC. The information on or accessible through our website is not
incorporated into or part of this prospectus supplement.
This prospectus supplement and the accompanying prospectus may include trademarks, service marks and trade names owned by us or
other companies. All trademarks, service marks and trade names included in this prospectus supplement and the accompanying prospectus are
the property of their respective owners.

S-1
Table of Contents
Ownership and Corporate Structure
The diagram below illustrates our current ownership and corporate structure:

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(1)
Intermediate holding companies not shown.
(2)
See "Description of Other Indebtedness and Certain Lease Obligations--Our Existing Senior Notes."
(3)
Certain subsidiaries of the Issuer will not guarantee the notes. See "Description of Notes--Brief Description of the Notes and the Note
Guarantees--The Note Guarantees." As of June 30, 2014, the Issuer's subsidiaries that will not guarantee the notes had approximately
$1.3 billion of total assets (excluding receivables due from the Issuer and its guarantor subsidiaries) and $2.5 billion in indebtedness,
other liabilities and preferred stock.

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THE OFFERING

Issuer
T-Mobile USA, Inc.

Securities
$1,300,000,000 aggregate principal amount of 6.000% Senior Notes due 2023 and
$1,700,000,000 aggregate principal amount of 6.375% Senior Notes due 2025.

Maturity
The 2023 notes will mature on March 1, 2023 and the 2025 notes will mature on
March 1, 2025.

Interest Payment Dates
March 1 and September 1 of each year, beginning on March 1, 2015.

Optional Redemption
The Issuer may, at its option, redeem some or all of the notes at any time on or after
September 1, 2018 (in the case of the 2023 notes) or September 1, 2019 (in the case of
the 2025 notes) at the fixed redemption prices described in the section "Description of
Notes--Optional Redemption," plus accrued and unpaid interest, if any, to, but not
including, the redemption date.

Prior to September 1, 2018 (in the case of the 2023 notes) or September 1, 2019 (in the
case of the 2025 notes), the Issuer may, at its option, redeem some or all of the notes of

the applicable series at a make-whole price, plus accrued and unpaid interest, to, but not
including, the redemption date.
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In addition, prior to September 1, 2017, the Issuer may, at its option, redeem up to 35%
of the aggregate principal amount of the notes of the applicable series with the net cash
proceeds of certain sales of equity securities or certain contributions to its equity at the

redemption prices described in the section "Description of Notes--Optional
Redemption," plus accrued and unpaid interest, if any, to, but not including, the
redemption date.

Ranking
The notes will be the Issuer's general unsecured, unsubordinated obligations.
Accordingly, they will rank:

· senior in right of payment to any future subordinated indebtedness of the Issuer to

the extent that such indebtedness provides by its terms that it is subordinated to the
notes;

· equally in right of payment with any of the Issuer's existing and future
indebtedness and other liabilities that are not by their terms subordinated in right of
payment to the notes, including, without limitation, $19.2 billion aggregate
principal amount of outstanding 5.250% Senior Notes due 2018, 7.875% Senior

Notes due 2018, 6.464% Senior Notes due 2019, 5.578% Senior Notes due 2019
(which have an interest rate reset date in April 2015), 6.625% Senior Notes due
2020, 6.542% Senior Notes due 2020, 5.656% Senior Notes due 2020 (which have
an interest

S-3
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rate reset date in April 2015), 6.250% Senior Notes due 2021, 6.633% Senior
Notes due 2021, 5.747% Senior Notes due 2021 (which have an interest rate reset
date in October 2015), 6.125% Senior Notes Due 2022, 6.731% Senior Notes due
2022, 5.845% Senior Notes due 2022 (which have an interest rate reset date in

October 2015), 6.625% Senior Notes due 2023, 6.836% Senior Notes due 2023,
5.950% Senior Notes due 2023 (which have an interest rate reset date in April
2016) and 6.500% Senior Notes due 2024 (collectively, the "Existing Senior
Notes");

· effectively subordinated to the Issuer's existing and future secured indebtedness,

to the extent of the value of the Issuer's assets constituting collateral securing that
indebtedness; and

· structurally subordinated to any existing and future indebtedness and other

liabilities and preferred stock of the Issuer's non-guarantor subsidiaries.

Assuming that on June 30, 2014, we had completed the offering of the notes (but not
taking into account our intended redemption of $1,000,000,000 principal amount of the
outstanding 7.875% senior notes due 2018 described in "Use of Proceeds"), we would
have had approximately $25.7 billion of senior indebtedness outstanding, approximately

$0.4 billion of which would have been secured (and including approximately $2.5
billion in long term financial obligation relating to the Tower Transaction (as defined
under "Description of Other Indebtedness and Certain Lease Obligations--Tower
Transaction")). The notes would be effectively subordinated to this secured debt to the
extent of the value of the assets constituting collateral securing this secured debt.

Note Guarantees
The notes will be guaranteed by Parent, the Issuer's wholly-owned domestic restricted
subsidiaries (other than certain designated special purpose entities, a certain reinsurance
subsidiary and immaterial subsidiaries), all of the Issuer's restricted subsidiaries that
guarantee certain of its indebtedness, and any future subsidiary of Parent that directly or
indirectly owns any equity interests of the Issuer. See "Description of Notes--Brief
Description of the Notes and the Note Guarantees--The Note Guarantees." Each
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guarantee of the notes will be an unsecured, unsubordinated obligation of that guarantor
and will rank:

· senior in right of payment to any future subordinated indebtedness of that

guarantor to the extent that such indebtedness provides by its terms that it is
subordinated in right of payment to such guarantor's guarantee of the notes;

· equally in right of payment with any existing and future indebtedness and other

liabilities of that guarantor that are not by their terms subordinated to the notes,
including, without limitation, any guarantees of our Existing Senior Notes;

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· effectively subordinated to that guarantor's existing and future secured

indebtedness, to the extent of the value of the assets of such guarantor constituting
collateral securing that indebtedness; and
· structurally subordinated to all of the liabilities and preferred stock of any

subsidiaries of such guarantor that do not guarantee the notes.

As of June 30, 2014, the Issuer's subsidiaries that will not guarantee the notes had
approximately $1.3 billion of total assets (excluding receivables due from the Issuer and

its guarantor subsidiaries) and $2.5 billion in indebtedness, other liabilities and preferred
stock.

Certain Covenants
The indenture governing the notes contains covenants that, among other things, limit the
ability of the Issuer and its restricted subsidiaries to:

· incur more debt;

· pay dividends and make distributions;

· make certain investments;

· repurchase stock;

· create liens or other encumbrances;

· enter into transactions with affiliates;

· enter into agreements that restrict dividends or distributions from subsidiaries; and

· merge, consolidate or sell, or otherwise dispose of, substantially all of their assets.

These covenants are subject to a number of important limitations and exceptions that are
described later in this prospectus supplement under the caption "Description of Notes--
Certain Covenants." If the notes are assigned an investment grade rating by at least two
of Standard & Poor's Rating Services ("Standard & Poor's"), Moody's Investors

Service, Inc. ("Moody's") and Fitch Ratings, Inc. ("Fitch") and no default has occurred
or is continuing, certain covenants will cease to apply and will not be later reinstated
even if the rating of the notes should subsequently decline. See "Description of Notes--
Certain Covenants--Changes in Covenants When Notes Rated Investment Grade."

Asset Sale Proceeds
If the Issuer or its restricted subsidiaries engage in certain types of asset sales, the Issuer
generally must use the net cash proceeds from the sale either to make investments in its
business (through capital expenditures, acquisitions or otherwise) or to repay
permanently debt under credit facilities or secured by assets sold within a certain period
of time after such sale; otherwise the Issuer must make an offer to purchase, on a pro
rata basis, a principal amount of the notes of each

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series and other pari passu indebtedness equal to the excess net cash proceeds. The
purchase price of the notes of each series would be 100% of their principal amount, plus

accrued and unpaid interest, to, but not including, the repurchase date. See "Description
of notes--Repurchase at the Option of Holders--Asset Sales."

Change of Control Triggering Event
If the Issuer experiences certain change of control triggering events, the Issuer must
make an offer to each holder to repurchase the notes of each series at a price in cash
equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to, but
not including, the purchase date. See "Description of Notes--Repurchase at the Option
of Holders--Change of Control Triggering Event."

Use of Proceeds
We expect to use the net proceeds from this offering for general corporate purposes,
which may include capital investments and acquisition of additional spectrum. We also
intend to use approximately $1,000,000,000 of the net proceeds to redeem the
outstanding 7.875% senior notes due 2018 and to pay related transaction fees and
expenses. See "Use of Proceeds."

Absence of Public Market for the Notes
The notes will be a new class of security and there is currently no established trading
market for the notes. The underwriters have advised us that certain underwriters intend
to make a market in the notes. However, they are not obligated to do so and they may
discontinue any market making at any time in their sole discretion. As a result, a liquid
market for the notes may not be available if you wish to sell your notes. We do not
intend to apply for a listing or quotation of the notes on any securities exchange or any
automated dealer quotation system.

Risk Factors
You should consider carefully all of the information set forth in this prospectus
supplement, the accompanying prospectus and the documents incorporated by reference
herein and, in particular, you should carefully evaluate the specific factors under "Risk
Factors" beginning on page S-12 of this prospectus supplement and those risk factors
incorporated by reference herein.

S-6
Table of Contents
Summary Historical Financial and Operating Data
The following table sets forth selected consolidated financial and operating data for the Company. The summary consolidated financial
data has been derived from our audited consolidated financial statements and related notes for the three years ended December 31, 2013, 2012
and 2011 contained in Parent's Annual Report on Form 10-K filed on February 25, 2014, and our unaudited condensed consolidated financial
statements and related notes for the six months ended June 30, 2014 and 2013 contained in Parent's Quarterly Report on Form 10-Q filed on
July 31, 2014. The summary financial data should be read in conjunction with the consolidated financial statements described above and the
related notes. The summary operating data is not derived from the audited or unaudited consolidated financial statements.
Our historical financial data may not be indicative of the results of operations or financial position to be expected in the future.

Six months ended June 30,

Year ended December 31,

(in millions)

2014
2013
2013

2012

2011

Revenues:

Service revenues

$ 10,821
$
8,762
$19,068
$17,213
$18,481
Equipment sales

3,048

1,984
5,033
2,242
1,901
Other revenues

191

159

319

264

236

Total revenues

14,060

10,905
24,420
19,719
20,618
Operating expenses:

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424B5
Cost of services, exclusive of depreciation and amortization shown
separately below

2,917

2,436
5,279
4,661
4,952
Cost of equipment sales

4,501

2,822
6,976
3,437
3,646
Selling, general and administrative

4,247

3,353
7,382
6,796
6,728
Depreciation and amortization

2,184

1,643
3,627
3,187
2,982
Impairment charges

--

--

--
8,134
6,420
MetroPCS transaction and integration costs

34

39

108

7

--
Restructuring costs

--

54

54

85

--
Other, net

(757)

(2)

(2)

(191)

169

Total operating expenses

13,126

10,345
23,424
26,116
24,897

Operating income (loss)

934

560

996
(6,397)
(4,279)
Other income (expense):

Interest expense to affiliates

(103)

(403)

(678)

(661)

(670)
Interest expense

(547)

(160)

(545)

--

--
Interest income

158

75

189

77

25
Other income (expense), net

(18)

112

89

(5)

(10)

Total other expense, net

(510)

(376)

(945)

(589)

(655)

Income (loss) before income taxes

424

184

51
(6,986)
(4,934)
Income tax expense (benefit)

184

93

16

350

(216)

Net income (loss)

$
240
$
91
$
35
$ (7,336)
$ (4,718)

S-7
Table of Contents

Six months ended June 30,

Year ended December 31,

2014

2013

2013

2012

2011

(dollars in millions, customers in thousands)

Other Financial Data:

Net cash provided by operating activities

$ 1,729
$
1,715
$ 3,545
$ 3,862
$ 4,980
Net cash (used in) provided by investing activities

(4,275)

262
(2,092)
(3,915)
(4,699)
Net cash (used in) provided by financing activities

(265)

(9)
4,044

57

--
Consolidated Operating Data:

Customers (at period end)

50,545
44,016
46,684
33,389
33,185
Adjusted EBITDA(1)

$ 2,539
$
2,302
$ 4,885
$ 4,886
$ 5,310
Adjusted EBITDA as a percentage of service revenues(2)

23%

26%

26%

28%

29%
Capital Expenditures(3)

$ 1,887
$
2,126
$ 4,025
$ 2,901
$ 2,729

Six months ended June 30,

Year ended December 31,

2014

2013

2013

2012

2011

Average monthly churn (Branded Postpaid Phone)(4)

1.5%

1.7%

1.7%

2.3%

2.6%
Average monthly churn (Branded Prepaid)(4)

4.4

6.0

5.4

6.4

6.7
Branded Postpaid Phone ARPU(5)

$ 49.89
$
54.26
$ 53.03
$ 57.23
$ 57.85
Branded Postpaid ABPU(5)

59.67

58.01
58.48
58.56
59.00
Branded Prepaid ARPU(5)

36.63

32.61
34.59
26.85
24.27

As of June 30,
As of December 31,

2014

2013

2012

(in millions)

Balance Sheet Data:

Current assets

$
9,896
$12,228
$ 5,541
Property and equipment, net

15,537
15,349
12,807
Goodwill, spectrum licenses and other intangible assets, net

24,551
21,009
14,629
Other assets

1,680
1,367

645
Total assets

51,664
49,953
33,622
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Document Outline

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